Attached files
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| EX-99.1 - AUDITED FINANCIAL STATEMENTS OF COMANCHE LIVESTOCK EXCHANGE, LLC FOR THE YEAR ENDED DECEMBER 31, 2008 - Green Energy Live Inc | f8k072409a2ex99i_grnenergy.htm |
| EX-99.2 - FINANCIAL STATEMENTS FOR THE QUARTER ENDING JUNE 30, 2009 - Green Energy Live Inc | f8k072409a2ex99ii_grnenergy.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
———————
FORM
8-K/A
———————
AMENDMENT
NO. 2 TO
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 30, 2009
———————
Green
Energy Live, Inc.
(Exact
name of registrant as specified in its charter)
———————
|
Nevada
|
333-148661
|
33-1155965
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
1740
44th Street, Suite 5-230
Wyoming,
MI 49519-6443
(Address
of Principal Executive Office) (Zip Code)
(866)
460-7336
(Registrant’s
telephone number, including area code)
N/A
(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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
current report on Form 8-K contains certain forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
and is subject to the safe harbor provisions created by that statute. The words
"anticipate," "expect," "believe," "plan," "intend," "will" and similar
expressions are intended to identify such statements. Although the
forward-looking statements in this current report on Form 8-K reflect the good
faith judgment of our management, such statements are subject to various risks
and uncertainties, including but not limited to those discussed or incorporated
by reference herein. Actual results and the timing of selected events may differ
materially from those anticipated in these forward-looking statements. Except as
required by applicable law, we disclaim any duty to update any forward-looking
statement to reflect events or circumstances that occur after the date on which
such statement is made.
The
forward-looking statements included herein are necessarily based on various
assumptions and estimates and are inherently subject to various risks and
uncertainties, including risks and uncertainties relating to the possible
invalidity of the underlying assumptions and estimates and possible changes or
developments in economic, business, industry, market, legal and regulatory
circumstances and conditions and actions taken or omitted to be taken by third
parties, including customers, suppliers, business partners and competitors and
legislative, judicial and other governmental authorities and officials.
Assumptions related to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Any of such assumptions
could be inaccurate. Some of the factors that could cause results to differ
materially from those in the forward-looking statements are set forth below
under the caption "Risk Factors" in Item 2.01 of this current report on Form
8-K.
EXPLANATORY
NOTE
This
amendment No.2 on Form 8-K/A to the Green Energy Live, Inc. Form 8-K originally
filed with the Securities and Exchange Commission on August 11, 2009 (the “Form
8-K”) amends the previously filed Amendment No. 1, filed on October 13, 2009 on
Form 8-K/A to include the auditors signature, and the city and state where the
report was issued in the previously issued audit report on the financial
statements of Comanche Livestock Exchange, LLC as of December 31, 2008 and 2007,
in exhibit 99.2.
Item
1.01 - Entry into a Material Definitive Agreement
As previously disclosed in our current
report on Form 8-K filed on August 11, 2009 and as more fully described below in
Item 1.01 to this current report on Form 8-K, Comanche Livestock Exchange LLC,
or CLEL or Comanche, became a now wholly-owned operating subsidiary on July 24,
2009.
Pursuant
to the agreement, the Company acquired a 100% ownership of CLEL, a company which
operates a live auction of steer and cattle. CLEL owns primarily real
estate and equipment and is dedicated to serving the large and small cattle
producer. Sales of various livestock, including: breed, packer and replacement
cattle, bulls, yearling steers and heifers, bottle-calves, sheep and goats, are
conducted weekly via live auction, private treaty and/or online. Comanche also
offers a wide array of services including: catching and hauling, portable
penning, and problem cattle removal. Comanche has been an ongoing
business operation for over 60 years.
The
sole owner of CLEL sold 100% of his rights to Registrant. The sole
owner does not have a material relationship, other than in respect of the
transaction, to the Registrant or any of its affiliates, or any director or
officer of the Registrant, or any associate of any such director or officer. The
Purchase Price for the acquisition of CLEL was Fifty Thousand Dollars
(US$50,000.00) in the form of restricted Registrant common stock issued to sole
owner and a promissory note in the amount of Nine Hundred Fifty Thousand Dollars
(US$950,000.00) Note. The note shall be paid in the following manner: i)
US$450,000 paid in approximately 60 days from the date of the definitive
agreement; ii) US$250,000 within 12 months of Closing Date; and iii) Balance of
US$250,000 within 24 months of Closing Date. Upon payment of all funds CLEL
shall have no debt or liabilities.
Description
of Business
Please note that the
information provided below relates to the combined company after the acquisition
of CLEL, unless otherwise specifically indicated or the context otherwise
requires.
We are a
renewable energy technology company focused on developing and commercializing
energy conversion technology in the emerging field of fossil fuel
alternatives.
We have
developed, acquired and maintain a portfolio of pending patents and patent
applications that form the proprietary base for our research and development
efforts in the area of renewable energy research. We believe that our
intellectual property represents one of the strongest portfolios in the field.
This technology base will provide a competitive advantage and will facilitate
the successful development and commercialization of techniques and devices for
use in a wide array of alternative energy approaches including bio-fuels,
advanced fermentation, and a novel solar thermoelectric power generation
technology.
-2-
Our
belief that our intellectual property pipeline represents one of the strongest
portfolios in the field is supported by:
|
*
|
the
pace of filing and the focus of the portfolio,
|
|
*
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the
relative immaturity of this field of study, and
|
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*
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the
limited number of truly competitive portfolios of intellectual
property.
|
Alternative
energy source creation is a constantly growing field that is relatively new,
involving the development of techniques based on advances in biotechnology and
material science. We have developed and maintain a comprehensive portfolio with
ownership or exclusive licensing of pending patents in the field of chemical
processing and related technologies.
There are
strong competitors in our field, but currently, there are only a limited number
of companies fully operational in this field. Our intellectual property
portfolio and development pipeline compares favorably with those of our
competition based on market research and industry analysis that we have
conducted this past year.
All of
our research efforts to date are at the level of basic research or in the
prototype stage of development. We are focused on leveraging our key assets,
including our intellectual property, our engineering team, our market insight
and our capital, to accelerate the advancement of our two basic technologies. In
addition, we are pursuing strategic collaborations with members of academia,
industry and foundations to further accelerate the pace of our research efforts.
We are currently headquartered in Wyoming, Michigan (near Grand Rapids,
Michigan).
Risk
Factors
We
will require additional financing which may require the issuance of additional
shares which would dilute the ownership held by our shareholders
Currently
the Company is relying on the private placement of restricted stock to fund
ongoing developmental activities. The announced acquisitions are
planned to be funded by the Company’s plan to register and sell an additional
20,000,000 Green Energy Live, Inc. common shares with the Securities Exchange
Commission. This industry segment, in general, could be impacted by
incentives and market influences from the U.S. Government and its push towards a
“green economy”. The Company plans to pursue its acquisitions and
development products independently of any subsidies from any government entity,
since such subsidies are subject to the political whims of change outside of the
Company’s influence. The Company perceives the sustainability of
government subsidies to be too risky to rely on for its business planning and
funding planning.
We
have a limited operating history that you can use to evaluate us, and the
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays that we may encounter because we are a
small development stage company. As a result, we may not be
profitable and we may not be able to generate sufficient revenue to develop as
we have planned.
Since
inception, the Company has been engaged in product development and
pre-operational activities. If we cannot generate revenue, we may have to alter
or delay implementing our plan of operations. We will require additional
financing which may require the issuance of additional shares that will dilute
the ownership held by our stockholders. We will require significant
financing to achieve our current business strategy and our inability to obtain
such financing could prohibit us from executing our business plan and cause us
to slow down our expansion of operations.
There
are significant regulatory restrictions in the production of bio-fuels, which is
the main focus of our business. There are governmental, safety, and
industry standards that must be met in order for our products to be available
for sale in the market. Failure to adhere or meet these standards
will delay or prevent revenue or sales for our Company. Finding the
appropriate personnel who understand these standards is crucial to the survival
of the Company.
We have
not paid any dividends on our common stock in the past, and do not anticipate
that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends. Therefore our failure to pay dividends may
cause you to not see any return on your investment even if we are successful in
our business operations. In addition, because we do not pay dividends we may
have trouble raising additional funds, which could affect our ability to expand
our business operations.
Our
common stock is considered a penny stock, which is subject to restrictions on
marketability, so you may not be able to sell your shares. If our common
stock becomes tradable in the secondary market, we will be subject to the penny
stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction in
the trading activity of our common stock, which in all likelihood would make it
difficult for our stockholders to sell their securities.
The
Company continues to operate with a limited amount of staff, which may hinder
the progress of the Company forward with its business plan. The
Company anticipates being able to add key personnel in the finance, technology
and marketing areas in 2009, that will help move the Company toward
accomplishing its stated objectives.
-3-
Our
future success is dependent, in part, on the performance and continued service
of Karen Clark, our Chief Executive Officer. Without her continued service, we
may be forced to interrupt or eventually cease our operations. The loss of
her services would delay our business operations substantially.
Our
business is greatly dependent on our ability to attract key personnel. We will
need to attract, develop, motivate and retain highly skilled technical
employees. Competition for qualified personnel is intense and we may not be able
to hire or retain qualified personnel. Our management has limited experience in
recruiting key personnel, which may hurt our ability to recruit qualified
individuals. If we are unable to retain such employees, we will not be able to
implement or expand our business plan.
We
may fail to establish and maintain strategic relationships.
We
believe that the establishment of strategic partnerships will greatly benefit
the growth of our business, and we intend to seek out and enter into strategic
alliances. We may not be able to enter into these strategic partnerships
on commercially reasonable terms, or at all. Even if we enter into
strategic alliances, our partners may not attract significant numbers of
customers or otherwise prove advantageous to our business. Our inability to
enter into new distribution relationships or strategic alliances could have a
material and adverse effect on our business.
We
might need additional specialized personnel.
Although
we are committed to the continued development and growth of our business, we
will need to add the specialized key personnel to assist us in the execution of
our business model. It is possible that we will not be able to locate and
hire such specialized personnel on acceptable terms. We will make every
effort to recruit executives with proven experience and expertise as needed to
achieve our plan.
Our
success will depend in part on our ability to market products and
services.
Due to
our limited resources, the execution of our business model and sales and
marketing of our products and services has been limited to date. Our
success is dependent upon our ability to execute with such limited
resources.
We
may not be able to develop a market for our products and services, which will
most likely cause our stock price to decline.
The
demand and price for our products and services will be based upon the existence
of markets for them. The extent to which we may gain a share of our
intended markets will depend, in part, upon the cost effectiveness ad
performance of our products and services when compared to alternative products
and services, which may be conventional or heretofore unknown. If the
products and services of other companies provide more cost-effective
alternatives or otherwise outperform our products and services, the demand for
our products and services may be adversely affected. Our success will be
dependent upon market acceptance of our products and services. Failure of
our products and services to achieve and maintain meaningful levels of market
acceptance would materially and adversely affect our business, financial
condition, results of operations and market penetration. This would likely
cause our stock price to decline.
We
may have difficulty in attracting and retaining management and outside
independent members to our Board of Directors as a result of their concerns
relating to their increased personal exposure to lawsuits and stockholder claims
by virtue of holding these positions in a publicly held company.
The
directors and management of publicly traded corporations are increasingly
concerned with the extent of their personal exposure to lawsuits and stockholder
claims, as well as governmental and creditor claims which may be made against
them, particularly in view of recent changes in securities laws imposing
additional duties, obligations and liabilities on management and directors.
Due to these perceived risks, directors and management are also becoming
increasingly concerned with the availability of directors and officers’
liability insurance to pay on a timely basis the costs incurred in defending
such claims. We currently do carry limited directors and officers’
liability insurance. Directors and officers’ liability insurance has
recently become much more expensive and difficult to obtain. If we are
unable to continue or provide directors and officers’ liability insurance at
affordable rates or at all, it may become increasingly more difficult to attract
and retain qualified outside directors to serve on our Board of
Directors.
-4-
We may
lose potential independent board members and management candidates to other
companies that have greater directors and officers’ liability insurance to
insure them from liability or to companies that have revenues or have received
greater funding to date which can offer more lucrative compensation packages.
The fees of directors are also rising in response to their increased duties,
obligations and liabilities as well as increased exposure to such risks.
As a company with a limited operating history and limited resources, we
will have a more difficult time attracting and retaining management and outside
independent directors than a more established company due to these enhanced
duties, obligations and liabilities.
Legislative
actions and potential new accounting pronouncements are likely to impact our
future financial position and results of operations.
There
have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and
there may potentially be new accounting pronouncements or additional regulatory
rulings, which will have an impact on our future financial position and results
of operations. The Sarbanes-Oxley Act of 2002 and other rule changes as
well as proposed legislative initiatives have increased our general and
administrative costs as we have incurred increased legal and accounting fees to
comply with such rule changes. Further, proposed initiatives are expected
to result in changes in certain accounting rules, including legislative and
other proposals to account for employee stock options as a compensation expense.
These and other potential changes could materially increase the expenses
we report under accounting principles generally accepted in the United States,
and adversely affect our operating results.
We may fail to
obtain government approval of our processes.
The
Environmental Protection Agency and Departments of Energy, Agriculture and
Commerce regulate the commercial distribution and marketability of alternative
fuels. In the event that we determine that these regulations apply to our
technology, we will need to obtain federal approval from these agencies for such
distribution. The process of obtaining approval may be expensive, lengthy
and unpredictable. We have not developed our products to the level where
these approval processes can be started. We do not know if such approval
could be obtained in a timely fashion, if at all. In the event that we do
not receive any required approval for certain products, we would not be able to
sell such products in the United States.
Properties
Intellectual
Property (Patents Granted and Pending)
As
disclosed in our previous
|
1)
|
Sensor
Wand, and Composting Apparatus Including Same Docket # 0196-05UA;
Application # 10/998,074; Filing Date November 26,
2004.
|
|
2)
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Methane
Accumulator System for Septic Tanks Docket # 0196-06PPA; Application #
60/963,750; Filing Date August 7,
2007.
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3)
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Direct
Steam Injection Heater with Integrated Reactor and Boiler U.S. Serial No.
11877059; Filing Date October 23, 2007. This patent was granted
on July 14, 2009. This patent is Patent No. US 7,559,537
B1
|
Our
research and development is supported by a broad intellectual property
portfolio. We currently own or have exclusive ownership of three patent
applications pending in the field of chemical process
technology. We intend to use one or more with the client base
provided by CLEL. Our success will likely depend upon our ability to
preserve our proprietary technologies and operate without infringing the
proprietary rights of other parties. However, we may rely on certain proprietary
technologies and know-how that are not patentable. We protect our proprietary
information, in part, by the use of confidentiality agreements with our
employees, consultants and certain of our contractors.
We
maintain a disciplined patent policy and, when appropriate, seek patent
protection for inventions in our core technologies and in ancillary technologies
that support our core technologies or which we otherwise believe will provide us
with a competitive advantage. We pursue this strategy by filing patent
applications for discoveries we make, either alone or in collaboration with
collaborators and strategic partners. We plan to obtain licenses or options to
acquire licenses to patent filings from other individuals and organizations that
we anticipate could be useful in advancing our research, development and
commercialization initiatives and our strategic business interests.
The
fundamental consequence of patent expiration is that the invention covered by
that patent will enter the public domain. However, the expiration of patent
protection, or anticipated patent protection, for most of our portfolio is not
scheduled to begin for approximately twenty years. Due to the rapid pace of
technology development in this field, and the volume of intellectual property
that we anticipate will be generated over the next decade, it is unlikely that
the expiration of any existing patents or patent rights would have an adverse
affect on our business. Due to our current stage of development, our existing
patent application portfolio is not currently supporting a marketed product, so
we will not suffer from any reduction in product revenue from patent expiration.
Any actual products that we develop are expected to be supported by intellectual
property covered by current patent applications that, if granted, would not
expire for twenty years from the date first filed. Patent #1, the
Sensor Wand, has initially been rejected by the U.S. Patent Office as too
similar to a previous patent. The Company is appealing this decision
and has retained the services of its Patent Attorney to represent the Company in
this appeal process.
-5-
Physical
Property
Through
our newly acquired subsidiary CLEL, Green Energy Live owns land commonly known
as 67/377 Comanche Texas, together with improvements to the
property.
Legal
Proceedings
We are
not engaged in any litigation, and we are unaware of any claims or complaints
that could result in future litigation.
Market
for Common Equity
There is
presently limited trading for our registered shares of common
stock.
Management’s
Discussion and Analysis of Financial Conditions and Plan of
Operations.
GELV
intends to focus on the biomass to fuel for its operations in the green energy
industry. By end of 2009, we expect to incorporate the Comanche’s client base.
The current owners and employees of CLEL will be representing Green Energy’s
biomass to fuel patent-pending technology to their current client base. This
synergy allows Green Energy to begin its distribution channel without incurring
the additional expense of hiring a sales force separately. Please see our
Bio-Waste Discussion below.
There are
very few players in this industry and the installations stand to not only save
the operators in electricity costs, but potentially the owners of these
installations can turn these installations into a profit center. Many
states allow surplus electricity to be sold back onto the grid, thus these
installations can produce the green energy, which is in demand in various areas
of the country. In addition, these installations may also allow the
owners to participate in any future or pending green energy credit trades that
could bring additional funding to their operations.
Outside
of the plan of the biomass to fuel opportunities, Comanche is already on the
leading edge of applying technology to traditional livestock auction
operations. Comanche is now offering internet auctions and is
streaming its auctions live on the internet every Saturday. Comanche
plans to install an integrated scale system which will allow anyone, anywhere in
the world to expertly bid on the livestock in the auction because the specific
weight of the livestock will be streamed live during the auction
process. This technology gives Comanche a huge competitive advantage
in the auction market and it is anticipated that it will increase its market
share of the livestock auction business. This technology will no
longer limit Comanche to its auctions at the auction barn. They can
take this technology out to where the livestock herds are located, and save the
cost of transporting the livestock twice.
Comanche
is a solid acquisition for Green Energy Live, Inc. It is a profitable
entity and the operations are run with effective use of
resources. The personnel at Comanche bring expertise in the industry
to the company and Comanche has been in continuous operation for
decades. The auction industry revenues are driven by a combination of
market conditions, as well as long term weather patterns. Comanche
has recognized that outside conditions can affect its operations, and has
adjusted their business practices accordingly. Their technology
upgrades are a response to keeping their operational revenue as high as
possible.
In
summary, Green Energy Live, Inc. sees Comanche as a very strong, solid first
acquisition. Comanche will be operating as a wholly owned subsidiary
of Green Energy Live, Inc. It is a profitable operation, so corporate
resources will not be needed to maintain the operating costs of this
subsidiary.
Bio-Waste
Discussion
With the
lower cost to produce facilities that use biomass waste, as well as the lack of
competitors in this market, Green Energy Live will have the ability to move in
this market and make a good market penetration to capture a large market
share. The Company plans to use its pending patent system, Methane
Accumulator System for Septic Tanks Docket, to accomplish its Bio-waste Plan
through Comanche’s client base system.
The
recycling of diverse consumables, such as the re-use of cooking oils and that of
animal fats and their waste product, is one part of the bio-fuels innovations,
but there are other important aspects regarding this diversity we can also
appreciate. By using otherwise waste and by-products in this manner we do not
upset the ‘balance’ of the agricultural panoply. Animals raised and plants grown
that are already designated for human consumption are not in excess of current
needs. However, when it comes to growing crops for biomass fuels for specific
use, which unlike fossil fuels are not already there on tap, agricultural
planners and environmentalists need to take care that this particular form of
supply for modern energy production does not cause us unwanted
problems. In 2008, the price of corn went very high because of
ethanol production. This in turn, affected the price of food in the
United States as well as in other countries. This is not a
sustainable business model, thus Green Energy Live is turning to the use of
animal waste for the biomass fuel source. Not only does this animal
waste need to be handled to prevent it from contaminating the watersheds, but it
represents a cost to the animal farmers, ranchers and feed lot owners that
affect their profits. Using this animal waste to create energy,
instead, turns a cost to the operator into a potential profit center if enough
energy can be created to send out to the grid. At the very least,
this animal waste can be used to reduce their demand and cost for utilities,
thus reducing the overhead of their operations in two ways, eliminating the cost
to haul the animal waste off the land and reducing their demand for outside
electricity from the grid. There are very few companies offering
solutions in this market segment and Green Energy Live, Inc. has determined that
this is the best entry point for a new company with limited
resources.
-6-
Directors
and Executive Officers of the Registrant.
Our
executive officers and directors and their ages as of October 1, 2009 is as
follows:
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NAME
|
AGE
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POSITION
|
||
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Karen
E. Clark
|
54
|
President,
Chief Executive Officer, and Chief Financial Officer
|
||
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Bill
McFarland
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53
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Director
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||
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Bob
Rosen
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65
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Director
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Karen E. Clark, 54, CEO /
Director. Karen has 30 years of industry and marketing
experience. She has a Bachelor of Engineering degree from Purdue University
and an MBA from Pepperdine University. She has held various staff and
management positions in leading edge technology companies in the aerospace,
automation and controls, automotive, financial, and the consumer goods
industries. For the past decade, Karen has owned and operated her own Management
Consulting Company working with start-up companies on strategic planning,
marketing, and internal operations.
Bill McFarland, 53,
Director. Mr. McFarland recently celebrated 30 years in the
automotive industry. He spent his first six years in sales and sales management
and the next eight years in finance & insurance, specializing in building
lending relationships between finance institutions and his customers. His
success in building these relationships resulted in record sales volume. Since
August 1990 Bill has purchased and operated 4 dealership facilities with seven
different automobile franchises in Chicago Illinois’ metro and suburban
markets. Since August 2006 Bill has been selling the last of his dealerships in
order to devote 100% of his time and energy on mergers and acquisitions along
with management and consulting for Green Energy Live, Inc.
Mr. Bob Rosen, Director,
65. Bob Rosen is a nationally recognized management consultant
to developers, corporations, condominiums and community
associations. He serves as the President of Rosen Consultants and
Global Consulting & Management, Inc. both national firms located in Miami,
Florida specializing in providing consulting services to attorney firms,
developers, and association clients in the Southeastern United
States. He is a graduate of the University of Miami with both
Bachelors and Masters Degrees in Business Administration (Marketing &
Management).
Executive
Compensation
The table
below summarizes all compensation awarded to, earned by, or paid to our current
executive officers by any person for all services rendered in all capacities to
us.
-7-
|
Name
and Principal Position
|
Year
|
Bonus
Salary
|
Stock
Awards
($)
|
Option
Awards
($)
|
Totals
($)
|
||||||||
|
Karen
Clark, President,
Chief
Executive Officer, Director*
|
2008
|
$
|
125,000
|
N/A
|
N/A
|
$
|
125,000
|
||||||
|
Karen
Clark, President,
Chief
Executive Officer, Director**
|
2007
|
$
|
56,000
|
N/A
|
N/A
|
$
|
56,000
|
||||||
|
Bill
McFarland, Director
|
2008
|
$
|
-
|
N/A
|
N/A
|
$
|
-
|
||||||
|
Bill
McFarland, Director
|
2007
|
$
|
-
|
N/A
|
N/A
|
$
|
-
|
||||||
|
Bob
Rosen, Director***
|
2009
|
$
|
-
|
N/A
|
N/A
|
$
|
-
|
||||||
* Of the
$125,000 in contractual compensation, only $55,000 was actually
received. The rest of the compensation was deferred until operational
cash flow improves.
** The
2007 figure was modified from the prior filing reflecting payments made through
an employee leasing service arrangement.
*** Mr.
Rosen started in the 2nd
quarter of 2009.
There are
no director fees for the members of the Board of Directors. There is
no other stated compensation for serving on the Board of Directors at this
time.
Employment
Agreements
All
previous employment agreements in place in both Green Energy Live and CLEL shall
remain in place until future notice.
-8-
Security Ownership of Certain
Beneficial Owners and Management Related Stockholder
Matters.
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding common stock as of October 10,
2009, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
|
Title
of Class
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of
Beneficial
Owner
|
Percent
of Class
|
|||||||
|
Common
Stock
|
Scott
Francis (1)
59-574
Makana Rd
Haliewa,
HI 96712
|
57,000,000
|
9.08%
|
|
||||||
|
Common
Stock
|
Louise
Stevens (1)
270
Citrus Rd
River
Ridge, LA 70123
|
57,000,000
|
9.08%
|
|
||||||
|
Common
Stock
|
Tech
Development LLC (1)
Attn:
Cident Law Group PLLC
1425
Broadway Ave #454, Seattle WA 98102
|
110,370,000
|
17.58%
|
|
||||||
|
Common
Stock
|
Kytin
Holdings LLC (1)
Attn:
Cident Law Group PLLC
1425
Broadway Ave #454, Seattle WA 98102
|
53,370,000
|
8.5%
|
|
||||||
|
Common
Stock
|
Michele
McDonald (1)
5860
Citrus Blvd., #196, Harlan, LA 70123
|
45,000,000
|
7.17%
|
|
||||||
|
Common
Stock
|
Tyberius
LLC (1)
Attn:
Cident Law Group PLLC
1425
Broadway Ave #454, Seattle WA 98102
|
45,000,000
|
7.17%
|
|
||||||
The
percent of class is based on 628,237,675 shares of common stock issued and
outstanding as of October 10, 2009.
(1) These
individuals received their shares through a transfer of shares from Kaleidoscope
Real Estate, Inc, which originally owned 15,000,000 (pre-split), and from The
Good One, Inc., which also originally owned 15,000,000 (pre-split), as of June
30, 2009. Scott Francis, Tech Development LLC, Kytin Holdings LLC,
nor Tyberius LLC are not related to Kaleidoscope Real Estate,
Inc. Kaleidoscope Real Estate, Inc. was a founding shareholder/member
of Green Energy Live, Inc. Currently it has no relationship other than
incorporating the Company. The Good One, Inc., has entered into a
consulting agreement with Green Energy Live, Inc. The consulting agreement was
signed on January 11, 2007 for the purpose of providing assistance with due
diligence processes, capital structures, capital resources, structuring and
providing alternative sources for accounts receivable, purchase order and other
asset-based or cash flow financing; identify and coordinate investor relations
services; guidance and assistance in available alternatives to maximize
shareholder value; development of potential strategic alliances, mergers and
acquisitions; and periodic preparation and distribution of research reports and
other information to the investment banking community. The compensation was
$20,000 a month for six months commencing March 1, 2007, and was then converted
to a month-to-month contract and is currently ongoing at the same monthly
compensation. The expense is included with consulting fees to
shareholders in the Statement of Operations in the Company’s Financial
Statements.
-9-
Item 3.02 Unregistered
Sales of Equity Securities
Pursuant
to this Merger Agreement, on July 24, 2009, we issued 750,000 shares (post
forward split of 1 to 15 shares) of our Common Stock to the sole owner of
Comanche Livestock Exchange, LLC in exchange for 100% of the interests of
Comanche Livestock Exchange, LLC.
Such
securities were not registered under the Securities Act of 1933. The
issuance of these shares was exempt from registration, pursuant to Section 4(2)
of the Securities Act of 1933. These securities qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance
securities by us did not involve a public offering. The offering was not a
“public offering” as defined in Section 4(2) due to the insubstantial number of
persons involved in the deal, size of the offering, manner of the offering and
number of securities offered. We did not undertake an offering in which we sold
a high number of securities to a high number of investors. In addition, these
shareholders had the necessary investment intent as required by Section 4(2)
since they agreed to and received share certificates bearing a legend stating
that such securities are restricted pursuant to Rule 144 of the 1933 Securities
Act. This restriction ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a “public offering.”
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
Item
9.01 - Financial Statements and Exhibits
|
(a)
|
Financial
statements of business acquired.
|
Audited
2008 Financial Statements for Comanche Livestock Exchange, LLC (Exhibit
99.1)
Balance
Sheet (Unaudited) of Comanche Livestock Exchange as of June 30,
2009
Statements
of Operations and Member Equity (Unaudited) for Comanche Livestock
Exchange for the six months ended June 30, 2009 and 2008
Statement
of Cash Flows (Unaudited) for Comanche Livestock Exchange for the six months
ended June 30, 2009 and 2008
(b) Pro
forma financial information.
Combined
Pro Forma Balance Sheet as of June 30, 2009
Combined
Income Statement for the six months ended June 30, 2009 and the
year ended December 31, 3008
(c)
Exhibits.
|
Exhibit
Number
|
Description
of Exhibits
|
|
|
2.1
|
Merger
Agreement (incorporated by
reference to Exhibit 10.1 of the registrant's current report on
Form 8-K filed on August 11, 2009)
|
|
|
2.2
|
Employment
Agreement (incorporated by
reference to Exhibit 10.2 of the registrant's current report on
Form 8-K filed on August 11, 2009)
|
|
|
2.3
|
Promissory
Note (incorporated by
reference to Exhibit 10.3 of the registrant's current report on
Form 8-K filed on August 11, 2009)
|
|
|
2.4
|
Real
Estate Contract (incorporated by reference to
Exhibit 10.4 of the registrant's current report on Form 8-K filed on
August 11, 2009)
|
|
| 99.1 | Audited Financial Statements of Comanche Livestock Exchange, LLC for the year ended December 31, 2008 | |
| 99.2 | Financial Statements |
-10-
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.
|
Green
Energy Live, Inc
(Registrant)
|
|||
|
Date:
December 31, 2009
|
By:
|
/s/ Karen Clark | |
| Karen Clark | |||
| President/CEO | |||
-11-