UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): January 19,
2010
Noble Consolidated
Industries Corp
(Exact
name of registrant as specified in its charter)
Nevada
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000-25523
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33-08843633
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1280
Alexandria Court
McCarran,
Nevada 89343
(Address
of Principal Executive Officers) (Zip Code)
Registrant's
telephone number, including area code:775-343-1000
________________________________________
(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 (see General Instruction A.2. below):
[_]
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))
Section 1 - Registrant's
Business and Operations
1.01 Entry
into a Material Definitive Agreements
1. On
January 19, 2010 Noble Consolidated Industries Corp (the “Registrant”) entered
into a Consulting Agreement with Siskon Corp (“Siskon”) whereunder the
Registrant agreed to issue and deliver two hundred and fifty thousand (250,000)
common shares, par value $0.001 per share, of its capital stock to Siskon in
consideration for Siskon’s assistance with respect to the identification of mine
owners and operators that are producing mineralized concentrates and represent
prospective customers of the Registrant’s processing facility in McCarran,
NV.
2.
On
January 20, 2010, the Registrant entered into a Share Distribution Agreement
(the “Agreement”) with the Registrant’s wholly owned subsidiary, Noble
Technologies Corp (“Noble Tech”). Pursuant to the terms of the
Agreement:
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Noble
Tech will amend its authorized capital from one million (1,000,000) common
shares, par value $0.001 per share, to two hundred million (200,000,000)
common shares, par value $0.001 per
share;
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·
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Noble
Tech will co-operate with the Registrant in causing the subdivision of the
four hundred thousand (400,000) common shares of Noble Tech currently
owned by the Registrant on
the basis of 152.67793 new common shares for each old common share of
Noble Tech thereby resulting in a post split adjustment of the
Registrant’s ownership position in Noble Tech to sixty-one
million, seventy-one thousand, one hundred and
seventy-three (61,071,173) common shares, par value $0.001 per
share (the “Split Shares”),
and
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·
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The
Registrant will declare a dividend and distribute the Split Shares to the
Registrant’s common shareholders of record on January 29, 2010 (the
“Distribution”). The issued capital of the Registrant is sixty-one
million, seventy-one thousand, one hundred and seventy-three (61,071,173)
common shares, par value $0.001 per share. The Distribution will be on a
share for share basis and will result in the transfer of ownership of
Noble Tech from the Registrant to the common shareholders of the
Registrant.
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Section 8 - Other
Events
8.01 Other
Events
1.
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On
January 8th,
2010 (the “Notice Date”) the Registrant received notice of intention to
convert (the “Notice”) with respect to two convertible promissory
notes issued to the Houlihan Gold Fund Limited Partnership II
(“HGF LP II”) on October 13th,
2009 and December 11, 2009 (the “Notes”). The Notes are both in the
principal amount of $90,000 and bear interest at the base rate of 12% per
annum with a default interest rate of 18% per annum which becomes
effective in the event that a scheduled payment of principal or interest
is past due for 5 or more days. The Notes also grant the Holder the right
to convert the whole or any part of the principal and/or interest accrued
under the Notes to common shares, par value $0.001 per share, in the
capital stock of the Registrant at a conversion rate of $0.45 per common
share. On December 29, 2009, the Registrant was advised that HGF LP II had
transferred the Notes to BP Tri-State Consultants, LLC (“BP”). The Notice
directed the Registrant to convert all principal and interest due under
the Notes to common shares of the Registrant. Pursuant to the terms of the
Note issued on October 13, 2009, the sum of $91,420.89 was due to BP on
the Notice Date. Pursuant to the terms of the Note issued on December 11,
2009, the sum of $90,946.85 was due to BP on the Notice Date. The
Registrant will issue four hundred and five thousand, two hundred and
sixty-two (405,262) common shares, par value $0.001 per share, of its
capital stock to BP in full and complete satisfaction of an aggregate sum
of $182.367.74 due to BP under the
Notes.
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2.
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On
January 21st,
2010 the Registrant received a request from the Vandeberg Law Group
(“Vandeberg”) with respect to the conversion of that firm’s account in the
amount of $49,209.97 (the “Vandeberg Payable”) into common shares in the
capital stock of the Registrant. The Registrant agreed to issue one
hundred and ten thousand, eight hundred and fifty-five (110,855) common
shares of its capital stock in full and complete satisfaction of the
Vandeberg Payable. The Vandeberg Payable will be converted at the same
$0.45 per share basis as the Notes referred to in paragraph 1
above.
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3.
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On
January 23rd, 2010 the Registrant received a request from Steven M. Brewer
(“Brewer”) with respect to the conversion of $102,416.44 of principal and
interest due to Brewer by the Registrant pursuant to the terms of a
promissory note in the principal amount of $100,000 which was issued by
the Registrant to Brewer on September 1, 2009 (the “Brewer Note”). The
Registrant agreed to issue two hundred and twenty-seven thousand, five
hundred and ninety-two (227,592) common shares of its capital stock in
full and complete satisfaction of the Brewer Note. The Brewer Note will be
converted at the same $0.45 per share basis as the Notes referred to in
paragraph 1 and the Vandeberg Payable referred to in paragraph 2
above.
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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.
Dated: January
25, 2010
By:
/s/ Thomas E. Barton Chown
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General
Counsel / President
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