Attached files
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| EX-99.1 - Alternate Energy Solutions, Inc. | v188594_ex99-1.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): June 16, 2010
THE FORSYTHE GROUP TWO,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-53107
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26-0830388
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
| 245 East Front Street, Suite A, Statesville, NC | 28677 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s
telephone number, including area code: (704)
495-3101
(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:
¨ 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)).
Item
1.01. Entry Into A Material Definitive Agreement.
The
Forsythe Group Two, Inc., a Nevada corporation (the "Company"), and the
Company's sole stockholder entered into a Share Exchange Agreement (the “Share
Exchange Agreement”) effective June 16, 2010 with BioFuel Technologies, Inc., a
Georgia corporation (“BFT”), and all of the shareholders of BFT (the “BFT
Shareholders”). Pursuant to the agreement, the Company agreed to
issue an aggregate of 14,697,132 shares of its common stock to the BFT
Shareholders in exchange for 100% of the outstanding shares of capital stock of
BFT (the "Share Exchange").
The
Company also entered into a Contribution and Cancellation Agreement with Quality
Investment Services, LLC, its sole stockholder ("QIS"), that provides that as of
the closing date of the Share Exchange Agreement, as described below, (i) QIS
will cancel and forgive all amounts due under a certain Non-Negotiable Demand
Promissory Notes in the aggregate principal amount of $48,737.75 which accrued
interest at the rate of 8% per year, and (ii) QIS will surrender for
cancellation 300,000 shares of common stock that it owns.
Pursuant
to the terms of the Share Exchange Agreement, the Company expects there will be
approximately 15,397,132 shares of common stock outstanding after giving effect
to the transactions contemplated by the Share Exchange Agreement, assuming the
cancellation of the shares pursuant to the Contribution and Cancellation
Agreement.
The
consummation of the Share Exchange is subject to certain
conditions. The Share Exchange, if consummated, will result in a
change-in-control of the Company and the assumption by the Company of BFT’s
operations and liabilities. In connection with the change-in-control,
there will be a new Board of Directors (subject to the expiration of the waiting
period required by a filing to be made with the SEC to report the change in the
majority of members of the Company's board) and management of the
Company.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is filed herewith:
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Exhibit No.
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Description
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|
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99.1
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Share
Exchange Agreement dated June 16, 2010 among The Forsythe Group Two, Inc.,
Quality Investment Services, LLC (the sole stockholder of the registrant),
BioFuel Technologies, Inc. and all of the shareholders of BioFuel
Technologies, Inc.
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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.
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THE
FORSYTHE GROUP TWO, INC.
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Date: June
18, 2010
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By:
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/s/ Hunt Keith
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Hunt
Keith, President
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