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Form 8-K for ALTERNATIVE ENERGY PARTNERS, INC.

31-Oct-2014

Entry into a Material Definitive Agreement, Termination of a Ma

Item 1.01 Entry into a Material Definitive Agreement.On September 11, 2014, Registrant executed a non-binding Amended Letter of Intent (the “Amended LOI”) with Haltain Developments Corp., a Canadian public company (“Haltain”), under which Registrant and SK3 Group, Inc., a Delaware corporation, will each sell all of their assets to a newly formed subsidiary of Haltain or its assignee in exchange for common stock of the new Haltain subsidiary and will assume certain outstanding liabilities of each of Registrant and SK3 to be listed in the final definitive acquisition agreement. The new Haltain subsidiary will then make application to list its common shares on the Canadian Securities Exchange. A copy of the Amended LOI is filed with this Current Report as Exhibit 99. This transaction is subject to the approval of the Supreme Court of British Columbia, the British Columbia Registrar of Companies, and to shareholder approval. This Amended LOI amends a previous letter of intent dated June 4, 2014 between Haltain and Registrant only under which the new Haltain subsidiary would merge with Registrant.

Under the Amended LOI, a definitive acquisition agreement was to be prepared and executed by October 15, 2014, based on the timing of court proceedings in Canada, and the acquisition was expected to be completed by October 31, 2014.
Registrant continues to work with Haltain to complete the definitive agreement and has agreed in principal to extend those dates to November 15, 2014 and November 30, 2014, respectively.

Item 1.02 Termination of a Material Definitive Agreement.On April 4, 2014, Registrant entered into a definitive Agreement and Plan of Merger (the “Agreement”) among and between Registrant, SK3 Group, Inc. and AEGY-SK3 Acquisition Corp., a Colorado corporation formed for that purpose.
Prior to the entry into the Agreement, Registrant and SK3 Group, Inc. (“SK3”) had entered into an agreement under which Registrant was providing on-line billing and payment services to collectives managed by SK3. SK3 Group, Inc. is a publicly traded, non-reporting Delaware corporation (OTC Pink SKTO). AEGY-SK3 Acquisition Corp. (“Acquisition Corp.”) is a newly formed Colorado corporation created as the merger entity into which Registrant and SK3 will merge, and which would be the surviving entity in the merger. The terms of the proposed merger and a copy of the Agreement were previously reported in a Form 8-K Current Report filed with the SEC on April 10, 2014.

Subsequent to the entry into the Agreement, the SEC temporarily suspended trading in the common stock of both Registrant and SK3 from June 6 to June 19, 2014 on the grounds, as set forth in the SEC press release, that “there is a lack of current and accurate information concerning the securities of
[Registrant] because of questions concerning the accuracy and adequacy of publicly available information about the company”. Although the trading suspensions expired automatically on June 19, 2014 without further comment from the SEC or identification of any issues regarding “accuracy and adequacy of publicly available information”, the result of the trading suspension was to remove the listing of common shares of Registrant and of SK3 from the OTC Markets OTC Link (formerly “Pink Sheets”). A copy of the Order of Suspension of Trading is filed with this Current Report as Exhibit 99.1.

Due to the impending removal of trading from the OTC Link market due to the suspension of trading and to a perceived regulatory hostility to small, publicly-traded medical marijuana companies such as Registrant and SK3, Registrant determined that an acquisition transaction with a Canadian publicly traded company was in the best interests of the company and its shareholders, as a result of which the original letter of intent was executed on June 4, 2014 with Haltain. Accordingly, Registrant and SK3 agreed to rescind their prior Agreement and Plan of Merger.

On June 4, 2014, Registrant executed a non-binding Letter of Intent (“LOI”) with Haltain, under which Registrant would sell all of Registrant’s assets to a newly formed subsidiary of Haltain. Registrant determined that the Amended LOI (described in Item 1.01 above) was in the best interests of the company and its shareholders, and therefore the original LOI was allowed to expire without action.

Item 8.01 Other Events.Registrant has determined that there is no significant benefit from continuing as a reporting company under the Securities Exchange Act of 1934 as the common shares of the company are now only trading on the “grey market”, the company has less than150 shareholders of record, and the costs of continuing regulatory compliance are substantial. Accordingly, Registrant has determined to file a Form 15 Certification and Notice of Termination of Registration Under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934.

Registrant has been informed by the SEC that a formal order of investigation regarding the Registrant has been opened. No further details of the nature or scope of that investigation can or will be disclosed at this time.

As previously disclosed in Registrant’s Form 10-K filed on November 13, 2013, on May 1, 2013, iEquity Corp., a Florida corporation based in California, became the controlling shareholder of Registrant. Henry Jan is the majority shareholder of iEquity Corp. and Mr. Jan, through iEquity Corp., exercises control over the operations of Registrant.

Item 9.01 Financial Statements and Exhibits(d) Exhibits

Number

Description

Amended Letter of Intent dated September 11, 2014 between and among Alternative energy Partners, Inc., SK3 Group, Inc. and Haltain Developments Corp.

99.1

Order of Suspension of Trading dated June 6, 2014.

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