Attached files
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): December 24, 2009
American Energy Fields,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-152023
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26-1657084
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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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70160
Sun Valley Drive,
Rancho
Mirage, CA
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92270
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (480) 818-0615
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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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CURRENT
REPORT ON FORM 8-K
AMERICAN
ENERGY FIELDS, INC.
TABLE
OF CONTENTS
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Page
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Item
1.01
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Entry
into Material Definitive Agreement
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1
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Item
3.02
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Unregistered
Sales of Equity Securities
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3
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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4
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Item
9.01
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Financial
Statements and Exhibits
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5 |
Item
1.01 Entry into a Material Definitive
Agreement.
On
December 21, 2009, the board of directors
declared a dividend of an additional 11.2 shares of its common stock on
each share of its common stock outstanding on December 21, 2009. All share
amounts referenced in this Current Report on Form 8-K have been adjusted to
reflect the number of our shares of common stock on a post-dividend
basis.
On December 24, 2009, we entered into a Share Exchange Agreement (the
“Exchange Agreement”) with Green Energy Fields, Inc., a privately-held Nevada corporation (“Green Energy”), and the
shareholders of Green Energy (the “Green Energy Shareholders”). Upon closing of
the transaction contemplated under the Exchange Agreement (the “Exchange”), on
December 24, 2009, the Green Energy Shareholders transferred all of the issued
and outstanding capital stock of Green Energy to the Company in exchange for
shares of common stock of the Company. Such Exchange caused Green Energy to
become a wholly-owned subsidiary of the Company.
Pursuant
to the terms and conditions of the Exchange Agreement:
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At
the closing of the Exchange, each share of Green Energy’s common stock
issued and outstanding immediately prior to the closing of the Exchange
was exchanged for the right to receive one share of our common stock. Accordingly, an
aggregate of 28,788,252 shares of our common stock were issued to the
Green Energy Shareholders.
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Following
the closing of the Exchange, we issued an aggregate of 9,300,000 shares of
our common stock and two-year warrants to purchase an additional 4,650,000
shares of common stock exercisable at $0.40 per share (the “Investor
Warrants”), in a private placement to 16 investors (the “Private
Placement”) for $1,395,000. For a period of twelve months from
the closing date of the Private Placement, holders of our shares issued in
the Private Placement, as well as the shares of common stock underlying
the Investor Warrants issued in the Private Placement, have the right to
seek “piggyback” registration of their shares in certain
circumstances.
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Upon
the closing of the Exchange, Julie Carter resigned as our sole officer and director and simultaneously with the
effectiveness of the Exchange a new board of directors and new officers
were appointed. The new board of directors consists of Joshua
Bleak, who is also serving as our Chief
Executive Officer and Chief Financial
Officer.
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Immediately
following the closing of the Exchange and the Private Placement, under an
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption
of Obligations (the “Conveyance Agreement”), transferred all of our pre-Exchange
assets and liabilities to our wholly-owned subsidiary, Sienna Resources Holdings, Inc.
(“SplitCo”). Thereafter pursuant to a stock purchase agreement (the “Stock
Purchase Agreement”), transferred all of the outstanding
capital stock of SplitCo to Julie Carter in exchange for the cancellation
of shares of our common stock that she owned (the
“Split-Off”), with 12,200,000 shares of common stock held by persons who
acquired such shares in purchases from stockholders of ours prior to the
Exchange remaining outstanding. These 12,200,000 shares
constitute our “public float” and are our only shares of registered common
stock and accordingly are our only shares available for resale without
further registration.
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1
Our
shares of common stock are very thinly traded, only a small percentage of our
common stock is available to be traded and is held by a small number of holders
and the price, if traded, may not reflect our actual or perceived value. There
can be no assurance that there will be an active market for our shares of common
stock either now or in the future. The market liquidity will be dependent on the
perception of our operating business, among other things. We will take
certain steps including utilizing investor awareness campaigns, press releases,
road shows and conferences to increase awareness of our business and any steps
that we might take to bring us to the awareness of investors may require we
compensate consultants with cash and/or stock. There can be no assurance that
there will be any awareness generated or the results of any efforts will result
in any impact on our trading volume. Consequently, investors may not be able to
liquidate their investment or liquidate it at a price that reflects the value of
the business and trading may be at an inflated price relative to the performance
of our company due to, among other things, availability of sellers of our
shares. If a market should develop, the price may be highly volatile. Because
there may be a low price for our shares of common stock, many brokerage firms or
clearing firms may not be willing to effect transactions in the securities or
accept our shares for deposit in an account. Even if an investor finds a broker
willing to effect a transaction in the shares of our common stock, the
combination of brokerage commissions, transfer fees, taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of low priced shares of common stock as
collateral for any loans.
The
foregoing description of the Exchange, the Private Placement and the Split-Off
does not purport to be complete and is qualified in its entirety by reference to
the complete text of the (i) Exchange Agreement, (ii) Private Placement
Subscription Agreement, (iii) Form of Investor Warrant, (iv) the Conveyance
Agreement and (v) the Stock Purchase Agreement which are filed as Exhibits 2.1,
10.1, 10.2, 10.3, and 10.4 hereto, respectively, each of which is incorporated
herein by reference.
Following
(i) the closing of the Exchange, (ii) the closing of the Private Placement for
$1,395,000, and (iii) the cancellation of shares in the Split-Off, there were
50,528,252 shares of common stock issued and
outstanding. Approximately 57.0% of such issued and outstanding
shares were held by the Green Energy Shareholders and approximately 18.4% were
held by the investors in the Private Placement. The foregoing
percentages exclude any shares issuable upon exercise of the Investor
Warrants.
Neither
we nor Green Energy had any outstanding options or warrants to purchase shares
of capital stock immediately prior to the closing of the Exchange.
The
shares of our common stock issued to the Green Energy Shareholders in connection
with the Exchange (28,788,252), and the shares of our common stock and warrants
issued in the Private Placement (9,300,000), were not registered under the
Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an
exemption from registration provided by Section 4(2) under the Securities Act
and Regulation D promulgated thereunder. These securities may not be transferred
or sold absent registration under the Securities Act or an applicable exemption
therefrom.
Prior to
the Split-Off, our business consisted of acquiring, exploring and developing
natural resource properties. Green Energy is involved in the
development and promotion of uranium. We intend to continue the
business of Green Energy as our sole line of business. Upon closing of the
Exchange, we relocated our executive offices to 3266 W. Galveston Drive, Suite
107, Apache Junction, Arizona 85220 and our telephone number is
480-818-0615.
2
Item
3.02 Unregistered Sales of Equity
Securities.
On
December 21, 2009, our board of directors declared a dividend of an additional
11.2 shares of our common stock on each share of our common stock outstanding on
December 21, 2009. All share amounts referenced hereunder have been
adjusted to reflect the number of our shares of common stock on a post-dividend
basis.
Original
Issuance
Upon our
inception on July 20, 2007, we issued 1,250,000 shares of our common stock to
Julie Carter, our then sole officer and director, for services
provided. The shares were issued in a transaction that was exempt
from the registration requirements of the Securities Act pursuant to Section
4(2) of the Securities Act, which exempts transactions by an issuer not involved
in a public offering.
December
2009 Financing
On December 24, 2009, we issued an aggregate of
9,300,000 shares of our common stock and the Investor Warrants to purchase an
additional 4,650,000 shares of common stock in the Private Placement to 16
investors for $1,395,000. The Private Placement was made solely to
“accredited investors,” as that term is defined in Regulation D under the
Securities Act. The securities sold in the Private Placement were not registered
under the Securities Act, or the securities laws of any state, and were offered
and sold in reliance on the exemption from registration afforded by Section 4(2)
and Regulation D (Rule 506) under the Securities Act and corresponding
provisions of state securities laws, which exempt transactions by an issuer not
involving any public offering.
The
Investor Warrants are exercisable for a period of two (2) years at an exercise
price of $0.40 per share, as may be adjusted. The Investor Warrants
contain anti-dilution provisions, including but not limited to stock splits and
mergers. The Investor Warrants contain limitations on exercise,
including the limitation that the holders may not convert their Investor
Warrants to the extent that upon exercise the holder, together with its
affiliates, would own in excess of 4.99% of the Company’s outstanding shares of
common stock (subject to an increase upon at least 61-days’ notice by the holder
to the Company, of up to 9.99%).
The
Investor Warrants may be exercised on a “cashless” basis commencing twelve
months after their issuance, only with respect to underlying shares not
included for unrestricted public resale in an effective registration statement
on the date notice of exercise is given by the holder.
Pursuant
to the terms of the subscription agreement, for a period of twelve months after
the closing of the offering, the Company granted the investors “piggy-back”
registration rights for the shares of common stock purchased in the Private
Placement and shares of common stock underlying the Investor
Warrants.
3
Security
Ownership of Certain Persons
The
following information is as of December 24,
2009 regarding the beneficial ownership of our common stock of certain persons.
GRQ Consultants Inc. Roth 401K FBO Barry Honig (“GRQ 401K”) owns 2,000,000
registered shares of our common stock purchased from third-party holders in
private transactions. Alan Honig purchased units in the Private Placement
consisting of 100,000 shares of our common stock and warrants to purchase 50,000
shares of our common stock. Alan Honig, as custodian for four minor children of
Barry Honig, purchased units in the Private Placement consisting of 2,000,000
shares of our common stock and warrants to purchase 1,000,000 shares of our
common stock.
Barry
Honig holds voting and dispositive power over the shares owned by GRQ 401K and
is the son of Alan Honig. None of the foregoing persons is an
officer or director of the Company, and the Company does not consider any of
such persons, individually or in the aggregate, to be in a position to exercise
control over the business or affairs of the Company as a result of the ownership
of our securities or otherwise. Other than pursuant to the terms of
such securities, there are no restrictions on the disposition of shares by any
of the foregoing persons of entities.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
December 24, 2009, upon the closing of the Exchange, the sole director and
officer of the Company resigned and the following person became our sole
executive officer and director, and holds the positions set forth opposite his
name. All directors hold office for one-year terms until the election and
qualification of their successors. Officers are appointed by the
board of directors and serve at the discretion of the board.
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Name
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Age
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Position
with the Company
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Joshua
Bleak
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29
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Chief
Executive Officer, President, Treasurer, Secretary and
Director
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Biographies
Joshua Bleak has been the sole director and
Chief Executive Officer, President, Treasurer and Secretary of Green Energy
since its incorporation in November 2009 and has been our sole director and
Chief Executive Officer, President, Treasurer and Secretary since the closing of
the Exchange. Since May 2009, he has served as the President and a director of
Southwest Exploration Inc., an exploration and mining company. Since October
2008, he has served as the President and director of North American
Environmental Corp., a consulting company to exploration companies. From
February 2007 to September 2008, he served as Manager of NPX Metals, Inc., an
exploration and mining company. Since January 2005 he
has served as Secretary and a director of Pinal Realty Investments Inc., a real
estate development company.
Executive
Officer Compensation
To date we have not paid any
compensation to our executive officers, and do not expect to pay them
compensation until such time as our board of directors determines we can
fiscally do so.
4
Director
Compensation
We have
not had compensation arrangements in place for members of our Board of Directors
and have not finalized any plan to compensate directors in the future for their
services as directors. We may develop a compensation plan for our independent
directors in order to attract qualified persons and to retain them. We expect
that the compensation arrangements may be comprised of a combination of cash
and/or equity awards.
Board
Committees
Our board
of directors may appoint an audit committee, nominating committee and
compensation committee, and to adopt charters relative to each such committee,
in the future. We intend to appoint such persons to the committees of the board
of directors as are expected to be required to meet the corporate governance
requirements imposed by a national securities exchange, although we are not
required to comply with such requirements until we elect to seek listing on a
national securities exchange, and we are under no obligation to do
so.
Certain
Relationships and Related Transactions
There
have been no transactions, whether directly or indirectly, between Green Energy,
the Company and any of our officers, directors or their family
members.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
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Exhibit No.
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Description
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2.1
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Share
Exchange Agreement dated as of December 24,
2009, by and among American Energy
Fields, Inc., Green Energy Fields, Inc. and the shareholders of
Green Energy Fields, Inc.
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10.1
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Form
of Subscription Agreement dated December 24, 2009, by and among American
Energy Fields, Inc. and the investors signatory thereto
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10.2
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Form
of Investor Warrant
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10.3
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of December 24,
2009, by and between American Energy
Fields, Inc. and Sienna Resources Holdings, Inc.
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10.4
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Stock Purchase Agreement, dated as of December 24,
2009, by and between American Energy Fields, Inc. and Julie
Carter
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10.5
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of November 30,
2009, by and between CPX Uranium,
Inc., NPX Metals, Inc. and Green Energy Fields,
Inc.
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21
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List
of Subsidiaries
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5
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 thereunto
duly authorized.
Date: December 28,
2009
| AMERICAN ENERGY FIELDS, INC. | |||
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By:
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/s/ Joshua Bleak | |
| Name: Joshua Bleak | |||
| Title: Presisent | |||
6
INDEX
TO EXHIBITS
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Exhibit No.
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Description
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2.1
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Share
Exchange Agreement dated as of December 24,
2009, by and among American Energy
Fields, Inc., Green Energy Fields, Inc. and the shareholders of
Green Energy Fields, Inc.
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10.1
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Form
of Subscription Agreement dated December 24, 2009, by and among American
Energy Fields, Inc. and the investors signatory thereto
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10.2
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Form
of Investor Warrant
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10.3
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of December 24,
2009, by and between American Energy
Fields, Inc. and Sienna Resources Holdings, Inc.
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10.4
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Stock Purchase Agreement, dated as of December 24,
2009, by and between American Energy Fields, Inc. and Julie
Carter
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10.5
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Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations, dated as of November 30,
2009, by and between CPX Uranium,
Inc., NPX Metals, Inc. and Green Energy Fields,
Inc.
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21
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List
of Subsidiaries
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i