Attached files
| file | filename |
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| EX-10.1 - EX101 - Alchemical Capital Corp. | ex101.htm |
| EX-99.1 - EX991 - Alchemical Capital Corp. | ex991.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 earliest event reported): April 21, 2010
Alchemical Capital
Corp.
(Exact
name of Registrant as Specified in its Charter)
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Florida
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000-53347
|
26-2814324
|
|
(State or Other Jurisdiction of Incorporation or
Organization)
|
(Commission
file number)
|
(I.R.S.
Employer Identification Number)
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1001
Bayhill Drive, 2nd
Floor
San Bruno, California
94066
(Address
of Principal Executive Offices including Zip Code)
(650)
438-0928
(Registrant’s
Telephone Number, including Area Code)
1560
Calais Drive
Miami,
Florida 33141
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
|
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
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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 into a Material
Definitive Agreement
On April
21, 2010, Willowhuasca Wellness, Inc., a Florida corporation, and Narayan
Capital Funding Corp., a Florida corporation (each a “Seller” and collectively,
the “Sellers”), completed the sale of 2,970,000 shares of common stock of
Alchemical Capital Corp., a Florida corporation (the “Company”), to Advanced
Water Technologies, Inc. (the “Purchaser”). The sale resulted in the
transfer of ninety-nine percent (99%) of the issued and outstanding shares of
capital stock of the Company to the Purchaser, which resulted in a change in
control of the Company. Narayan Capital Funding Corp. retains 27,000
shares of common stock and Willowhuasca Wellness, Inc. retains 3,000 shares of
common stock, representing an aggregate of one (1%) percent of the issued and
outstanding shares of capital stock of the Company retained by the
Sellers. Sellers and Purchaser agreed that, during the six (6) month
period following April 21, 2010 (the “Closing Date”), the Purchaser may effect a
reverse split or a forward split event (each a “Recapitalization Event”) so long
as such Recapitalization Event effects all shareholders immediately prior to the
recapitalization on a pro rata basis. Each of the Sellers
severally agreed to lock up, leak-out provisions that will last with an agreed
lock-up, leak-out of no more than ten (10%) percent per day of the daily trading
volume in a single day and no more than a cumulative of ten (10%) percent per
month of the monthly volume and no more than ten (10%) percent per month of
their total share ownership as measured by their initial holding, of the each of
the Sellers individual ownership interest percentage of the shares of Common
Stock, as measured on the date that the shares of Common Stock become free
trading shares AND are eligible for trading on the OTCBB, AMEX, NASDAQ or NYSE
Stock Market, whichever listing or quotation occurs first. In
addition, if the trading strike price falls below Two Dollars ($2.00) during the
first (1st)
year of trading, Purchaser agrees to provide both Sellers with an additional
Thirty Thousand (30,000) Shares of Common Stock, to be divided equally pursuant
to the Sellers individual ownership percentage.
In
connection with this transaction, the Company entered into a definitive stock
purchase agreement with the Sellers and the Purchaser, which has been included
as an exhibit to this report on Form 8-K. The description of the
material terms of the aforementioned stock purchase agreement included in Items
5.01 and 5.02 of this Form 8-K is incorporated by reference into this
Item.
Item
5.01 Changes in
Control of Registrant
On April
21, 2010, the Sellers consummated the sale of 2,970,000 shares of common stock
of the Company to the Purchaser for an aggregate purchase price of $30,000,
which constituted ninety-nine percent (99%) of the issued and outstanding shares
of common stock of the Company. The Purchaser received 2,673,000
shares of common stock from Narayan Capital Funding Corp. for the purchase price
of $27,500, and 297,000 shares of common stock from Willowhuasca Wellness, Inc.
for the purchase price of $2,500. The Sellers retain 27,000 shares
and 3,000 shares respectively, representing a one percent (1%) retained
ownership in the Company. Following the stock purchase transaction,
the Purchaser owned a ninety-nine percent (99%) controlling interest in the
Company. The consideration necessary to complete the stock purchase
transaction was from the Purchaser’s working capital. Basilio Chen is
the current Chairman of the Board of Directors, Chief Executive Officer and
President of the Purchaser, and Benjamin Chen is the Secretary, Treasurer and
Director of the Purchaser and thus both persons maintain voting and investment
control with respect to the shares of common stock of the Company held by the
Purchaser. Basilio Chen is also the newly appointed Chief Executive
Officer, President, Secretary and Treasurer and sole director of the
Company.
Except as
modified by the statements contained in this report, the statement contained in
the Company’s Form 10-K for the year ended December 31, 2009, filed with the
U.S. Securities & Exchange Commission on March 29, 2010, and which is
incorporated by reference into this report, has not changed.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
As set
forth in the definitive stock purchase agreement, Robert Papiri, the President,
Secretary and Treasurer and sole director of the Company, resigned from all
positions with the Company on April 21, 2010, and Basilio Chen replaced such
person as the Chief Executive Officer, President, Secretary and Treasurer and
sole director of the Company. Basilio Chen will serve as the Chief
Executive Officer, President, Secretary and Treasurer of the Company until his
successor is duly elected or qualified, and serve his term as director ending on
the date of the next annual meeting of the shareholders of the Company, or until
his successor is duly elected or qualified. The Company does not
presently anticipate entering into an employment agreement with Mr.
Chen. Mr. Papiri has stated in his resignation letter, dated April
21, 2010, that his resignation does not in any way imply or infer any dispute or
disagreement relating to the Company’s operations, policies or
practices.
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The following table sets forth certain
information regarding the members of our Board of Directors and our sole
executive officers as of April 26, 2010.
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Name
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Age
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Positions
and Offices Held
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||
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Basilio
Chen
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57
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Chairman of the Board, President,
Chief Executive Officer, Secretary and
Treasurer
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Basilio Chen. From
2005 until present, Basilio Chen has been the Managing Partner of Evotech
Management Corporation, an international strategic consulting
firm. From March 2008 until present, Basilio Chen has been the
Chairman of the Board and from January 2009 to present, Chief Executive Officer
of Advance Water Technologies Inc., a water technology
company. Basilio Chen has over 25 years of experience in the
telecommunications, computer, green technologies, and health industries, and
over 15 years in management and finance. Basilio Chen is
an alumni of La Salle College, Panama, an Eta Kappa Nu and Tau Beta Pi graduate
in Electronics & Electrical Engineering (Cum Laude) from California
Polytechnic State University. In 1975, Basilio Chen attended the
Florida State University Master of Business Administration program and
subsequently as a post-graduate at the University of British Columbia in 1976,
focusing his research in Dynamic Signature Pattern Recognition and Shannon's
Information Theory. Basilio Chen is a registered professional
engineer in the Republic of Panama. Basilio Chen has given over 200
seminars worldwide in topics ranging from technology, business and
health. Basilio Chen is fluent in English, Chinese and
Spanish.
Item
9.01 Exhibits
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Exhibit
No.
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Description
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Incorporated
Herein
by
Reference to
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Filed
Herewith
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|||
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10.1
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Share
Purchase Agreement dated April 21, 2010 by and among Narayan Capital
Funding Corp. and Willowhuasca Wellness, Inc., as sellers, Advanced Water
Technologies Inc., as buyer, and Alchemical Capital Corp.
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X
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||||
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10.2
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Form
10-K for the Year Ended December 31, 2009
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Filed
on March 29, 2010
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||||
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99.1
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Letter
of Resignation – Robert Papiri
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X
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- 3
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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.
ALCHEMICAL
CAPITAL CORP.
(Registrant)
Dated:
April 23, 2010
By: /s/ Basilio
Chen
Basilio
Chen
Chief
Executive Officer and President
- 4
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Alchemical
Capital Corp.
Index to
Exhibits
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Exhibit
No.
|
Description
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Incorporated
Herein
by
Reference to
|
Filed
Herewith
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|||
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10.1
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X
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|||||
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10.2
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Form
10-K for the Year Ended December 31, 2009
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Filed
on March 29, 2010
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||||
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99.1
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X
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