Attached files
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EX-99.1 - PRESS RELEASE - Green Energy Live Inc | f8k022310ex99_greenenergy.htm |
EX-10.1 - LETTER OF INTENT - Green Energy Live Inc | f8k022310ex10_greenenergy.htm |
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 EARLIEST EVENT REPORTED): February 23,
2010
GREEN
ENERGY LIVE, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Nevada
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333-148661
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33-1155965
|
||
(STATE
OR OTHER JURISDICTION
OF
INCORPORATION
OR
ORGANIZATION)
|
(COMMISSION
FILE NO.)
|
(IRS
EMPLOYEE
IDENTIFICATION
NO.)
|
1740
44th Street, Suite 5-230
Wyoming,
MI 49519-6443
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(866)
460-7336
(ISSUER
TELEPHONE NUMBER)
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):
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.
On
February 23, 2010, Green Energy Live, Inc. (“GELV” or the “Company”) entered
into a non-binding Letter of Intent (“LOI”) for a proposed transaction with Peck
Electric, Inc. (“PEI”), subject to execution of a definitive agreement. This LOI
replaces any previous arrangement between the companies. The LOI
contemplates the purchase by GELV of 100% interest of PEI for a purchase price
of $5 million with such amount to be paid in the form of shares of restricted
common stock, cash, and a promissory note to be negotiated .
The
parties intend to sign a definitive agreement and to close the purchase
transaction by April 25, 2010. The contemplated transaction is subject to the
completion of PEI’s due diligence and audit, and the parties agreeing to execute
and deliver the definitive agreements necessary to consummate the proposed
transaction. If the cash portion is not paid by the closing date, the
parties may agree to any number of 30-day extensions and a new closing date
shall be selected by mutual consent by all parties.
The
description set forth herein of the terms and conditions of the LOI is qualified
in its entirety by reference to the full text of the LOI, which is filed with
this report as Exhibit 10.1 and incorporated herein by
reference.
Item
8.01 Other Events.
On
February 24, 2010, the Company issued a press release announcing that it has
signed a letter of intent to acquire Peck Electric, Inc. A copy of the press
release is attached as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
Not
Applicable
(b) Pro
Forma Financial Information.
Not
Applicable
(d)
Exhibits.
Exhibit
Number
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Description
|
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10.1
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Letter
of Intent between the Company and Peck Electric, Inc., dated February 23,
2010
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99.1
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Press
Release dated February 24, 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.
GREEN
ENERGY LIVE, INC.
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Date:
February 26, 2010
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By:
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/s/ Karen
Clark
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Karen
Clark
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President,
Chief Executive Officer and Principal Financial Officer
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