Attached files
| file | filename |
|---|---|
| EX-10.1 - HNO International, Inc. | v187605_ex10-1.htm |
| EX-10.2 - HNO International, Inc. | v187605_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 earliest event reported): June 2, 2010
Clenergen
Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-130286
|
20-2781289
|
||
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
||
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
Bath
House
|
||
|
8
Chapel Place
|
||
|
London
EC2A 3DQ
|
||
|
United
Kingdom
|
Not
applicable
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: +44 (0)
2077390028
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))
|
Introductory
Comment - Use of Terminology
Throughout
this Form 8-K, the terms the “Company,” “we,” “us” and “our” refers to the
registrant, Clenergen Corporation, and its wholly-owned subsidiaries, including
Clenergen India Private Limited (“Clenergen India”), on a consolidated
basis.
|
Item
2.01
|
Completion
of Acquisition or Disposition of
Assets.
|
We,
through Clenergen Corporation, acquired all of the outstanding capital stock of
United Bio Fuels Private Limited, an Indian corporation (“UBF”), on June 2,
2010. UBF owns and operates a 1.5 megawatt per hour (“MWe”) anaerobic digestive
biomass power plant located in Salem, Tamilnadu, India. Also included in the
acquired assets are ten acres of land and a power evacuation facilities
substation. Such substation will allow us access to the national power grid with
limited transmission loss.
The
aggregate purchase price for the land, power plant and other facilities
constituting the acquired assets was 82.44 million Indian Rupees (approximately
$1.76 million at the closing currency exchange rate on June 4, 2010, as reported
by CNNMoney.com). Included in such total purchase price was the satisfaction of
debt to the India Renewable Energy Development Agency Limited, a government of
India enterprise (the “IREDA”), totaling 72.74 million Indian Rupees ($1.56
million), inclusive of interest. The remaining purchase price is to be paid to
Enkem Engineers Private Limited (“Enkem”), the former principal stockholder of
UBF and operator of the power plant, in the aggregate amount of 2.2 million
Indian Rupees ($47,000), and the other former shareholders of UBF, in the
aggregate amount of 7.5 million Indian Rupees ($160,000), upon the power plant
becoming fully operational, which is expected to occur in the next few weeks.
Neither we, nor any of our directors and executive officers had any material
relationship, other than with respect to the transaction itself, with IREDA,
Enkem or any other former stockholder of UBF.
The power
plant is a turnkey, fully operational facility which generates electricity
through an anaerobic digestion process using chicken litter as the feedstock.
Biogas is released and fed into the plant’s engines to generate electricity. The
byproduct of this anaerobic digestion process is chicken litter compost (38.6 US
tons per day, assuming the plant is operating at full capacity), which can be
processed to produce organic fertilizer for sale to third parties or used in our
biomass plantations. Our plans for the acquired assets include increasing the
power plant’s capacity by an additional 8.5 MWe of power through expansion (by
6.5 MWe) of the anaerobic digestion facility and the installation of a 2 MWe
gasification biomass power plant, which will utilize wood biomass as a
feedstock.
We funded
the purchase price through prior sales of our securities, a loan of $150,000
provided by our chief executive officer, Tim J.E. Bowen, in the amount of
$150,000 (the “Bowen Loan”) and a loan provided by a non-affiliated party in the
amount of $200,000 (the “Non-Affiliate Loan”), as well as the assumption of the
debt due IREDA. The Bowen Loan is a demand loan bearing interest at the imputed
interest rate and the Non-Affiliate Loan is due July 31, 2010 and bears interest
at the rate of 12% per annum.
2
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(a)
|
Financial
statement of business acquired.
|
The
audited financial statements of UBF at and for the years ended December 31, 2009
and 2008, as well as interim unaudited financial statements of UBF at and for
the four months ended April 30, 2010 and 2009, will be provided by the filing of
an amendment to this Current Report on Form 8-K to be filed no later than 71
calendar days after the date this Form 8-K is required to be filed.
|
(b)
|
Pro
forma financial information.
|
The pro
forma financial information required by Rule 8-05 of Regulation S-X with respect
to the Company’s acquisition of UBF will be provided by the filing of an
amendment to this Current Report on Form 8-K to be filed no later than 71
calendar days after the date this Form 8-K is required to be filed.
|
(c)
|
Exhibits.
|
The
following exhibits are being filed as part of this Current Report on Form
8-K.
|
Exhibit
|
||
|
Number
|
Exhibit Description
|
|
|
10.1
|
Share
Purchase Agreement, dated December 12, 2009, between Clenergen India
Private Limited and Enkem Engineers Private Limited and United Bio Fuels
Private Limited.
|
|
|
10.2
|
Letter
of the Indian Renewable Energy Development Agency Limited, dated December
2, 2009, addressed to United Biofuels Private
Ltd.
|
3
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: June
7, 2010
|
Clenergen
Corporation
|
|
|
By:
|
/S/ Mark L.M. Quinn
|
|
|
Mark
L.M. Quinn
|
||
|
Chairman
of the Board of Directors
|
||
4