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XFUELS, INC. Form 8-K: Current report

XFUELS, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2016-09-13: Form 8-K; Period of report 2016-08-23; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2015-09-22: Form 8-K; Period of report 2015-04-22; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
  • 2014-10-27: Form 8-K/A; Period of report 2014-10-13; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2014-10-15: Form 8-K; Period of report 2014-10-13; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
FiledFormPeriod of reportDescriptionDetailsDocument
2016-09-138-K2016-08-231.01 Entry into a Material Definitive Agreement1.01 On August 23, 2016, we entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Southridge Partners II, LP, a Delaware limited partnership (“Southridge or the “Selling Stockholder”), providing for an equity financing facility (the “Equity Line”).xfuel_8k.htm
2015-09-228-K2015-04-221.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
3.02 On September 16, 2015, pursuant to the Agreement identified under Item 1.01 above, the Company issued 1 share of Series A Preferred Stock to Converde, Inc. as part consideration for purchase of control of Converde Energy USA, Inc. The Series A Preferred Shares has voting rights equal to four times the issued and outstanding stock at the time a vote.
4.01 On June 23, 2015, the Company received notice from former partners of our auditor informing the Company that effective June 16, 2015, the Public Company Accounting Oversight Board (the "PCAOB") revoked the registration of our independent auditor Harris & Gillespie CPAs, PLLC and its predecessor firm, Thomas J. Harris, CPA (together “Harris & Gillespie”).
5.01 On September 16, 2015, pursuant to the transaction described under Item 1.01 above, Converde, Inc., an Ontario corporation (“Converde Canada”) received 1 share of Series A Preferred Stock, par value $0.0001 of the Company (“AMZZ Preferred Stock”), in exchange for 100% of the issued and outstanding Series A Preferred Stock of Converde Energy USA, Inc. (“Converde Preferred Stock”) held by Converde Canada.
5.02 Pursuant to the terms of the Agreement referenced under Item 1.01 above, on September 16, 2015, the Board of Directors, acting in accordance with the Nevada Revised Statutes and the Bylaws of the Company, appointed Michael McLaren, Pierre Besuchet and Sigmund Friberg as Directors of the Corporation.
5.03 On April 22, 2015 shareholders representing approximately 52% of the issued and outstanding shares of common stock of the Company voted to increase the authorized number of common shares to 5,000,000,000.
amzz_8k.htm
2014-10-278-K/A2014-10-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On October 13th, 2014, the Company, by and through its Board of Directors and with written consent of a majority of its shareholders entitled to vote, effectuated an amendment to the Company’s Articles of Incorporation regarding a change in the par value of the Company’s common stock from $0.001 par value per common stock share to $0.0001 par value per common stock share.amzz_8ka.htm
2014-10-158-K2014-10-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On October 13th, 2014, the Company, by and through its Board of Directors and with written consent of a majority of its shareholders entitled to vote, effectuated an amendment to the Company’s Articles of Incorporation regarding a change in the par value of the Company’s common stock from $0.001 par value per common stock share to $0.0001 par value per common stock share.amzz_8k.htm
2014-04-088-K2014-03-288.01 Other Events8.01 On March 28, 2014, the Company submitted its patent application with the United States Patent and Trademark Office for our “Ultra-Pure Hydrogen Generating Device Using Combustion Of A Mixture Of Ethanol And Gasoline”, application number 61972088.amzz_8k.htm
2014-04-028-K2014-03-268.01 Other Events8.01 On March 26, 2014, the Company submitted its patent application with the United States Patent and Trademark Office for our “Ultra Pure Hydrogen Generating Device”, application number 61970600.amzz_8k.htm
2013-10-308-K2013-10-241.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.06 Change in Shell Company Status1.01 On October 24, 2103, we entered into a unsecured convertible promissory note with Anton Group Hill Ltd., for the principal sum of $300,000.00.
2.01 On October 7, 2013, the Company reported the entry into certain agreements between our sole officer and director, Michael Soursos (“Soursos”) and Gennadiy Petrovich Glazunov (“Glazunov”), the holder of certain know how and trade secrets as they relate to pure hydrogen production, whereby Soursos transferred a total of of 64,500,000 shares of our common stock from the 120,000,000 shares of common stock held by Soursos in his personal name to Glazunov and his assigns in exchange for the rights to the know how and trade secrets and the filing of a patent covering such technology in the USA.
2.03 The information set forth under Item 1.01 of this Form 8-K is incorporated herein by this reference.
3.02 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
5.06 As a result of closing the Memorandum of Understanding and Nondisclosure Agreement as well as the filing of the patent, the Company is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
amazonica_8k.htm
2013-10-078-K2013-09-301.01 Entry into a Material Definitive Agreement1.01 On September 30, 2013, the Company entered into a consulting agreement with its sole officer and director, Michael Soursos (‘Soursos”) whereby Soursos shall provide services to the Company as the Company’s President and Chief Executive Officer in regards to the Company’s management and operations for the period from September 30, 2013 to October 31, 2016.amzz_8k.htm
2013-10-028-K2013-09-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 Effective as of October 1, 2013, the date the resignation letter dated September 26, 2013 was received, Ajila Velez Evelyn Vanessa resigned from her position as secretary of Amazonica, Corp. (the “Company”).
8.01 Effective as of October 1, 2013, Andre Caetano and Michael Soursos entered into an Amendment to the Stock Purchase Agreement which provided for the sale of all of Andre Caetano’s shares of common stock of the Company to Michael Soursos.
amzz_8k.htm
2013-09-038-K2013-08-305.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.01 On August 30, 2013, Andre Caetano, the principal shareholder of Amazonica, Corp. (the “Company”), entered into a Stock Purchase Agreement which provided for the sale of 348,000,000 shares of common stock of the Company (the “Purchased Shares”) to Michael Soursos (the “Purchaser”).
5.02 Effective as of August 30, 2013, in connection with the disposition of the Purchase Shares, Andre Caetano resigned from his positions as officer and the sole director of the Company.
amazonica_8k.htm
2013-07-258-K2013-05-025.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On May 2, 2013 Amazonica, Corp. (the "Registrant") filed an Certificate of Amendment to its Articles of Incorporation (“Certificate”) with the Secretary of State of the State of Nevada to increase the number of shares of authorized capital of the Company from 75,000,000 shares of common stock, $0.001 par value per share, to 1,500,000,000 shares of common stock, $0.001 par value per share.
8.01 On May 24, 2013, the 175-1 forward stock split effectuated by the Registrant became effective.
amazonica8kforwardsplit1.htm