Attached files
| file | filename |
|---|---|
| EX-10.1 - HNO International, Inc. | v179324_ex10-1.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): March 26, 2010
Clenergen
Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
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333-130286
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20-2781289
|
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
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Bath
House
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|
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8
Chapel Place
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|
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London
EC2A 3DQ
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|
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United
Kingdom
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Not
applicable
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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: +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:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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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
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Entry
into a Material Definitive
Agreement.
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|
Item
3.02
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Unregistered
Sales of Equity Securities.
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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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|
(a)
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Sanilkumar
Madhavikutty Bhaskaran Nair was appointed as a non executive director of
our company, Clenergen Corporation, on March 26, 2010. In
connection with his appointment as a director of our company, we enter
into a Consulting Agreement (the “Consulting Agreement”) with Mr.
Kumar.
|
Mr. Kumar
has been a practicing Chartered Accountant for over 20 years, during which time
he has built a very large clientele of high net worth individuals as well as
major corporations located throughout India. He has three offices in India, a
management consultancy firm in Dubai and employs over 200
individuals. Mr. Kumar has extensive experience in auditing and
financial and business consultancy. He has been instrumental in aiding the
establishment of numerous new companies in India by assisting in arranging bank
financing and advising on financial and manpower resources matters.
Neither
Mr. Kumar nor any entity or person affiliated with Mr. Kumar has or will have,
since November 1, 2008 and through the date of this Current Report on Form 8-K,
a direct or indirect material interest in a transaction involving our company
where such transaction involved an amount exceeding $120,000.
Under the
Consulting Agreement, Mr. Kumar is to provide us with consulting services,
reporting directly to our chief executive officer and/or president, for which he
will be entitled to a fixed monthly fee of ₤1,000 and reimbursement of expenses
incurred for our company’s benefit, as well as the issuance to Mr. Kumar of
500,000 shares (the “Consulting Shares”) of our common stock. The
Consulting Shares are subject to certain restrictions on their transferability
through March 25, 2013. In addition, the Consulting Agreement
requires Mr. Kumar to vote all of the Consulting Shares on all matters coming
before our shareholders in the same manner as the majority of our board of
directors shall recommend. The Consulting Agreement has a term of
twelve months.
We
believe Mr. Kumar not to be a “U.S. person,” as such term is defined in
Regulation S (“Reg. S”) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), and that the issuance of the Consulting Shares is exempt
from the registration requirements of the Securities Act by reason of the
exemptions from registration granted under Reg. S, due to the fact that the
issuance was in compliance with the safe harbor requirement set forth in Reg. S,
and Section 4(2) of the Securities Act, due to the fact that the issuance of the
shares was conducted in a transaction not involving any public
offering.
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(b)
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We
retained Vastani Company SA (“Vastani”) as an advisor pursuant to a Letter
of Agreement dated March 15, 2010. Under such Letter of
Agreement, we agreed to issue to Vastani 700,000 shares (the “Advisor
Shares”) of our common stock and warrants (the “Advisor Warrants”) to
purchase an additional 1 million shares (the “Advisor Warrant Shares”) of
our common stock, as well as other
fees.
|
We
believe that the issuances of the Advisor Shares and Advisor Warrants were
exempt from the registration requirements of the Securities Act by reason of the
exemption from registration granted under Section 4(2) of the Securities Act,
due to the fact that the issuances of the Advisor Shares and Advisor Warrants
were conducted in a series of related transactions not involving any public
offering.
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(c)
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We
agreed to issue 300,000 shares (the “Loan Shares”) of our common stock to
Vastani in connection with a loan made to our company by Vastani on March
25, 2010 in the amount of $100,000.
|
We
believe that the issuance of the Loan Shares was exempt from the registration
requirements of the Securities Act by reason of the exemption from registration
granted under Section 4(2) of the Securities Act, due to the fact that the
issuance of the Loan Shares was conducted in a related series of transactions
not involving any public offering.
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Item
9.01
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Financial
Statements and Exhibits.
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The
following exhibits are being filed as part of this Current Report on Form
8-K.
Exhibit
|
Number
|
Exhibit
Description
|
|
10.1
|
Consulting
Agreement, dated March 26, 2010, between Clenergen Corporation and
Sanilkumar Madhavikutty Bhaskaran
Nair.
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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.
| Dated: March 30, 2010 | Clenergen Corporation | ||
|
By:
|
/s/ Mark Quinn | ||
| Mark Quinn | |||
| Chief Executive Officer | |||