Attached files
| file | filename |
|---|---|
| EX-10.3 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-3.htm |
| EX-99.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex99-1.htm |
| EX-10.4 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-4.htm |
| EX-10.5 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-5.htm |
| EX-16.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex16-1.htm |
| EX-10.6 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-6.htm |
| EX-10.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-1.htm |
| EX-10.2 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 Event Earliest Reported): February 3, 2010 (January 12,
2010)
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Pinnacle
Energy Corp.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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333-148447
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36-4613360
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification
No.)
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30950
Rancho Viejo Rd #120,
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(Address
of principal executive
offices)
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(949)
260-0150
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(Registrant's
telephone number)
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(Former
name or former address, if changed since last
report.)
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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 Instructions A.2 below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
HAC
Transaction
On
January 27, 2010, we entered into a definitive agreement to acquire the aircraft
component part design, engineering and manufacturing business of Harbin
Aerospace Company, LLC (“HAC”). The transaction was structured as an
asset acquisition in exchange for:
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8,000,000
million shares of our common stock.
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A
Series A common stock purchase warrant to purchase 4,000,000 shares of our
common stock at an exercise price of $.50 per share. The
Series A warrant becomes exercisable on the date that we recognize revenue
equal to or exceeding $50,000,000 for any consecutive twelve-month period
and expires on January 31, 2015.
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·
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A
Series B common stock purchase warrant to purchase 4,000,000 shares of our
common stock at an exercise price of $1.00 per share. The
Series B warrant becomes exercisable on the date that we recognize revenue
equal to or exceeding $100,000,000 for any consecutive twelve-month period
and expires on January 31, 2018.
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·
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The
assumption by us of (a) $260,000 of obligations under a convertible note
and (b) other obligations and liabilities in the amount of approximately
$200,000. The convertible note assumed by us does
not bear interest and becomes payable on March 12,
2011. The note is convertible into shares of our common
stock at an initial conversion price of $.25 per share. The
conversion price is subject to adjustment for stock splits and
combinations; certain dividends and distributions; reclassification,
exchange or substitution; reorganization, merger, consolidation or sales
of assets.
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Other
Agreements
On
January 12, 2010, we amended our support services agreement with Cardiff
Partners, LLC and our employment agreement with David Walters. Under
the amended agreements, Cardiff Partners and Mr. Walters have the option to
accept payment of outstanding cash compensation owed to them under their
agreements with us in the form of shares of our common stock. The
number of shares to be issued will be calculated by dividing the outstanding
balance to be paid by 50% of the average of the closing prices for our common
stock during the 20 trading day period ending one trading day prior to the date
that notice accepting shares in payment is sent to us.
In
addition, under the amended support services agreement, Cardiff Partners has
provided and will provide us with transaction execution support services in
connection with the HAC transaction, including due diligence, business review of
relevant transaction documentation and audit support. As
compensation for the additional services, we will issue to Cardiff Partners
2,500,000 shares of our common stock, a Series A common stock
purchase warrant to purchase 2,000,000 shares of our common stock and a Series B
common stock purchase warrant to purchase 2,000,000 shares of our common
stock.
Item
2.01. Completion of Acquisition or Disposition of Assets
On
February 1, 2010, we closed on the HAC transaction described in Item 1.01
above.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On
February 1, 2010, we became directly obligated on the financial obligations
represented by the convertible note and other obligations assumed pursuant to
the HAC transaction described in Item 1.01 above.
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Item
3.02. Unregistered Sales of Equity Securities
On
February 1, 2010, we issued 8,000,000 shares of our common stock, a Series A
warrant to purchase 4,000,000 shares of our common stock and a Series B warrant
to purchase 4,000,000 shares of our common stock in the closing under the Asset
Purchase Agreement for the HAC transaction described in Item 1.01
above. Our securities were offered and sold solely to
accredited investors in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended since the issuances did
not involve a public offering, the recipients took the shares for investment and
not resale and we took appropriate measures to restrict transfer.
On
February 1, 2010, we issued 2,500,000 shares of our common stock, a Series A
warrant to purchase 2,000,000 shares of our common stock and a Series B warrant
to purchase 2,000,000 shares of our common stock to Cardiff Partners as
described in Item 1.01 above. Our securities were offered and
sold solely to an accredited investor in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended
since the issuances did not involve a public offering, the recipients took the
shares for investment and not resale and we took appropriate measures to
restrict transfer.
On
February 1, 2010, we issued a convertible note to an investor in exchange for an
outstanding convertible note we assumed in connection with the HAC
transaction. The exchange was made in reliance on an
exemption from registration afforded by Section 3(a)(9) of the Securities Act of
1933, as amended, since the issuance involved securities exchanged by the issuer
with an existing security holder exclusively and no commission or
other remuneration
was given directly or indirectly for soliciting such
exchange.
Item
4.01. Changes in Registrant’s Certifying Accountant
Effective
as of January 27, 2010, we dismissed John Kinross-Kennedy (the “Former
Accountant”) as our independent accountant. The Former Accountant had
previously been engaged as the principal independent accountant to audit our
financial statements. We retained M&K CPAs, PLLC (“M&K”) as
its new independent registered public accountant on January 27,
2010. M&K is located in Houston, Texas.
The
Former Accountant’s report as of October 31, 2008, and for the year then ended,
on our financial statements did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles, except that the report included an explanatory paragraph
regarding our ability to continue as a going concern.
The
decision to change accountants was approved by our board of directors on January
27, 2010.
During
the two most recent fiscal years ended October 31, 2008 and 2007, and in the
subsequent interim periods through January 27, 2010, there were no disagreements
with the Former Accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the Former Accountant’s satisfaction, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its
reports. Furthermore, during this same period, there were no
“reportable events” as defined in Section 304(a)(1)(v) of Regulation
S-K.
We have
made the contents of this Current Report on Form 8-K available to the Former
Accountant prior to its filing with the U.S. Securities and Exchange Commission
(the “SEC”), and requested that the Former Accountant furnish us with a letter
addressed to the SEC stating whether the Former Accountant agrees or disagrees
with, or wishes to clarify the expression of, its views, or containing any
additional information. A copy of the Former Accountant’s letter to
the SEC is attached as Exhibit 16.1 to this Current Report on Form
8-K.
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As of
January 27, 2010, M&K was engaged as our new independent registered public
accountant. The appointment of M&K was approved by our board of
directors. During the two most recent fiscal years ended October 31,
2008 and 2007, and in the subsequent interim periods through January 27, 2010,
we did not consult M&K regarding either: (i) the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on our financial statements; or (ii) any
matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or
a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation
S-K.
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On
February 1, 2010, David Walters resigned as our Chief Executive
Officer. Mr. Walters will continue to serve as a member of our
Board of Directors.
On
February 1, 2010, we appointed William Reed McKay as our Chief Executive Officer
and a member of our Board of Directors.
Mr.
McKay, age 55, has twenty-five years experience in the aerospace/manufacturing
industry, holding many senior management positions including General Counsel,
General Manager, Manufacturing Manager, COO and CEO of both private and public
companies. Since March 2009, Mr. McKay has been the founder and
Chief Executive Officer of Harbin Aerospace Company, LLC, an aircraft component
part design, engineering and manufacturing company. Prior to
forming Harbin, he was an aerospace industry consultant involved in aerospace
projects in China and other aspects of the industry (2008 to
2009). From 2006 to 2008, Mr. McKay served as Chief Operating
Officer for Acromil Corporation, an aerospace structural component manufacturing
company. Prior to Acromil, Mr. McKay served (from 1986 to 2006)
in a variety of senior management roles with Southwest Products Company, a
specialized engineering consulting firm and designer and manufacturer of plain
spherical bearings used primarily in aerospace, naval and sophisticated
commercial applications. He started as General Counsel (1986), and
was promoted to Executive Vice President and General Manager (1987) and Chief
Executive Offices (1991). As part of the acquisition of Southwest Products
Company by Sunbase Asia, Inc., a Hong Kong-based aerospace company, Mr. McKay
also took on the role of President-CEO of Sunbase Asia. He received a B.A. in
History (Magna Cum Laude and Phi Beta Kappa) as well as a JD and an MBA from the
University of Southern California. He is a member of the California
State Bar.
Mr. McKay
will receive cash compensation to be determined and a restricted stock grant of
1,200,000 shares of our common stock that will vest quarterly over a period of
one year.
Item
7.01. Regulation FD Disclosure
On
February 3, 2010, we issued a press release announcing the completion of the HAC
transaction. A copy of the press release, attached hereto as Exhibit
99.1, is being furnished pursuant to Regulation FD and is incorporated by
reference.
Item
9.01. Financial Statements and Exhibits
The
financial statements required in respect of the HAC transaction described in
Item 1.01 above, if any, will be filed by amendment not later than 71 days
following the date that this initial report must be filed.
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Exhibit
No.
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Description
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10.1
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Asset
Purchase Agreement dated January 27, 2010
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10.2
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Form
of Series A Warrant
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10.3
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Form
of Series B Warrant
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10.4
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Convertible
Promissory Note dated February 1, 2010
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10.5
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Amendment
No.1 to Support Services Agreement with Cardiff Partners,
LLC
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10.6
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Amendment
No. 1 to Employment Agreement with David Walters
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16.1
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Letter
from John Kinross-Kennedy to the U.S. Securities and Exchange Commission,
dated February 2, 2010
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99.1
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Press
release date February 3, 2010
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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.
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Date: February
3, 2010
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Pinnacle
Energy Corp.
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a
Nevada corporation
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By:
/s/ Matt Szot
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Name:
Matt Szot
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Title:
Chief Financial Officer
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