Attached files
| file | filename |
|---|---|
| EX-99.2 - DLT Resolution Inc. | v202844_ex99-2.htm |
| EX-99.1 - DLT Resolution Inc. | v202844_ex99-1.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): March 5, 2010
ELEMENTAL
PROTECTIVE COATINGS INC.
(Exact name of Registrant as specified in its
charter)
|
Nevada
|
333-148546
|
20-8248213
|
||
|
(State or other
jurisdiction
of
incorporation)
|
(Commission File
No.)
|
(IRS
Employer
Identification
No.)
|
141
Inglewood Drive, Toronto, ON. Canada M4T 1H6
(Address
of principal executive offices, including Zip Code)
Registrant's
telephone number, including area code: (416) 591-0123
Elemental
Protective Coatings Corp.
Water
Park Place, 20 bay Street, Toronto, ON M5J 2N8
(Former
name or former address if changed since last report)
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
November 4, 2010 the Company agreed to issue 210,000,000 shares of
its common stock to Lacey holdings limited, a B.V.I. corporation in
exchange for an exclusive worldwide license to utilize its proprietary “carbon
credit” producing technology solutions.
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On
November 4, 2010 the Company completed the acquisition of an exclusive worldwide
license to a proprietary software product that is designed to generate “carbon
credits” in a form suitable for trading and sale on certain markets principally
in London, on which “carbon credits” can be traded and sold. Following the
transaction, this license to use and exploit this software product, is the sole
significant asset of the Company.
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIESIn the aforementioned transaction, the
issuer issued 210,000,000 shares of its common stock to Lacey Holdings Limited,
a B.V.I. corporation, (“Lacey”) as payment in full of a$2,100,000 licensing fee.
In the agreement, Lacey acknowledged that all of the shares it received are
“restricted securities” as defined in Rule 144 (a), and consented to the
placement of an appropriate restrictive legend on all certificates evidencing
these shares.
ITEM
4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On April
30, 2010, the Audit Committee of the Registrant approved the dismissal of De
Joya Griffith & Company, LLC, as its certifying independent registered
public accountants. None of the reports of De Joya Griffith &
Company, LLC, on the financial statements of the Registrant contained any
adverse opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles, except for a going concern
paragraph in De Joya Griffith & Company, LLC, report on our financial
statements as of and for the years ended December 31, 2009.
During
the Registrant’s two most recent fiscal years and during any subsequent interim
periods preceding the date of termination, there were no disagreements with De
Joya Griffith & Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to De Joya Griffith & Company satisfaction,
would have caused them to refer to the subject matter of the disagreement(s) in
connection with their report; and there were no "reportable events" as defined
in Item 304 (a)(1) of the Securities and Exchange Commission's Regulation S-K on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not
resolved to De Joya Griffith & Company satisfaction, would have caused them
to refer to the subject matter of the disagreement(s) in connection with their
report; and there were no "reportable events" as defined in Item 304 (a)(1) of
the Securities and Exchange Commission's Regulation S-K.
As of
November 15, 2010, the Registrant has engaged Sam Kan & Company, 1151 Harbor Bay
Pkwy, Suite
101, Alameda, CA 94502, as its independent registered public accounting
firm for the fiscal year ended December 31, 2010. During the most
recent two fiscal years the Registrant nor anyone engaged on its behalf has
consulted with Sam Kan & Company, regarding: (i) either the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Registrant's
financial statements; or (ii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) or (v) of Regulation
S-K).
The
Registrant has furnished De Joya Griffith & Company, LLC, with a copy of the
disclosures under this Item 4.01 and has requested that De Joya Griffith &
Company, LLC, provide a letter addressed to the SEC stating whether or not they
agree with the statements made herein or stating the reasons in which they do
not agree.
ITEM 5.01
CHANGES IN CONTROL OF REGISTRANTAs a result of the aforementioned agreement, the
Issuer caused 210,000,000 of its common stock to be issued to Lacey Holdings
Limited a B.V.I. corporation. As a result of this issuance, Lacey Holdings
Limited has acquired 94% of the issued and outstanding common stock of the
company, and is now its controlling stockholder, and Mr. Gilles Trahan has
relinquished control.
ITEM 5.02
DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS.On October 29, 2010 Mr. John Wilkes
was elected a director of the Company. Subsequently Mr. Gilles Trahan resigned
as and officer and director of the Company. Mr. Wilkes was then appointed the
company’s President and Chief Executive Officer.
Information
concerning John Wilkes as follows:
Early in
his career Mr. Wilkes (49) earned his C.A. designation with Price Waterhouse in
Toronto, Canada. Upon obtaining his designation he worked privately
on a few transactions before joining Coopers & Lybrand in Toronto,
Canada. While there Mr. Wilkes focused on insolvency and Mergers and
Acquisitions.
In the
early ‘90’s Mr. Wilkes joined a junior investment bank called Peagun Corporation
where he spent most of his time evaluating environmental
technologies. Since 2005, Mr. Wilkes has been an Independent
Investment Management Professional, making private investments in both private
and public companies that, for the most part, have their core business in the
environmental space. The Company's directors serve until the next annual meeting
of the Company's shareholders and until their successors have been duly elected
and qualified. The Company's officers serve at the discretion of the Company's
directors. The Company does not compensate any person for acting as a
director.
Mr.
Wilkes is not an independent director as that term is defined in section 803 of
the listing standards of the NYSE AMEX and Mr. Wilkes is a "financial expert" as
that term is defined in the regulations of the Securities and Exchange
Commission.The following reflects what the Company expects to pay to Mr. Wilkes
for the next two months and the period ending December 31, 2011, and the
amount of time he expects to devote to the Company.
|
Name
|
Projected Compensation | Time to be dedicated to Company's business |
| John Wilkes | $ 80,000 | 40% |
As of
November 3, 2010 Mr. Wilkes owned 0 shares of the Company's common stock, or 0%
of the Company's outstanding shares.
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
On
November 4, 2010 the Registrant amended its Articles of Incorporation to change
its authorized share capital from 70,000,000 shares of common stock to
275,000,000 of common stock.
ITEM 5.06
CHANGE IN SHELL COMPANY STATUS.
From May
5, 2010 when the Company terminated its rights to the Hartindo
Fire-Inhibitor and Dectan rust protection and Fire Inhibitor products and
simultaneously was released from all obligations pursuant to a $5 million
promissory note, to November 4 2010, the Company has had no product and only
extremely limited business activity. Accordingly, for this approximately 6-month
period the Company may have had “shell company” status. However the Company
believes that its acquisition of the rights to the software product that
generates “Carbon Credits” for sale on world markets, completed on November 4,
2010 has had the effect of causing it to cease being a shell company, as defined
in Rule 12 6-2 under the Exchange Act (17 CFR 240.12b-2). The Company is
presently negotiating with Basia Coal & Energy Corporation (“Basia”) a
Tennessee Corporation to generate “carbon credits” for Basia’s 9,000 acre coal
property in Grundy County, Tennessee.
ITEM 9.01
EXHIBITS
|
Exhibit
Number
|
Name
and/or Identification of Exhibit
|
|
Letter
from De Joya Griffith & Company, LLC,
|
|
|
License
agreement with Lacey Holdings
Limited
|
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.
Date:
November 12, 2010
ELEMENTAL
PROTECTIVE COATINGS INC.
By: /s/
John Wilkes
John
Wilkes, Chief Executive Officer