Attached files
| file | filename |
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| EX-10.1 - EXHIBIT 10.1 - American Rare Earths & Materials, Corp. | ex101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
-----------------
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): December 10, 2009
ELEMENT
21 GOLF COMPANY
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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0-15260
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88-0218411
|
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
|
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200
Queens Quay East, Unit #1, Toronto, Ontario, Canada
MKA
4K9
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N/A
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (416) 362-2121
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01. Entry of Material
Definitive Agreement
On
December 10, 2009, Element 21 Golf Company (the “Company”) entered into an
agreement with Legend Securities, Inc. (“Legend”), pursuant to which Legend has
agreed to provide to the Company, on a non-exclusive basis, for up to one year,
unless extended by the Company, investor awareness and business advisory
services, including the following:
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·
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assistance
with investor presentations such as, but not limited to, PowerPoint
slidepresentations,
broker/dealer fact sheets, financial projections and
budgets;
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·
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sponsorship
to capital conferences;
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·
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identification
and evaluation of financing
transactions;
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·
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identification
and evaluation of acquisition and/or merger
candidates;
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·
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introductions
to broker dealers, research analysts, and investment companies that Legend
believes could be helpful to the
Company.
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In
consideration for providing the services, Legend will receive a monthly advisory
fee in the amount of $10,000, and a warrant to purchase 350,000 shares of the
Company’s common stock, that vest in four equal tranches of 87,500 every 90
days.
A copy of
the agreement is filed herewith.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
10.1 Agreement
with Legend Securities, Inc., dated December 10, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ELEMENT
21 GOLF COMPANY
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Date: December
15, 2009
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By:
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/s/ Nataliya Hearn
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Dr.
Nataliya Hearn
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President
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