Attached files
| file | filename |
|---|---|
| EX-10.1 - Celestial Delights USA Corp. | v192366_ex10-1.htm |
| EX-99.1 - Celestial Delights USA Corp. | v192366_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): August 3,
2010
|
FAR
EAST WIND POWER CORP.
|
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
333-153472
|
27-0999493
|
||
|
(State
or Other
Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
11811
North Tatum Blvd., Suite 3031
Phoenix,
Arizona 85028
|
|
(Address
of Principal Executive Office) (Zip
Code)
|
Registrant's
telephone number, including area code: (602)
953-7757
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 (see General
Instruction A.2 below):
|
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)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
|
|
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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Section
1 - Registrant’s Business and Operations
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
On July
30, 2010, Far East Wind Power Corp. (the “Company”), entered
into a binding Letter of Intent (the “LOI”) with Beijing
Tongchuang Hengyuan Technology Development Company, a People’s Republic of China
(“PRC”) company
(“BTH”),
whereby the parties agreed to the joint development of a wind farm project in
the Ningxia Hui Autonomous Region in China (the “Project”). The
parties agreed to enter into a definitive agreement upon satisfactory completion
by the Company of due diligence of the Project (the “Definitive
Agreement”).
Pursuant
to the LOI, (a) BTH will be responsible for obtaining all government approvals
and permits in connection with the Project by March 1, 2011 and forming a joint
venture company to own and operate the Project (the “JV”) by December 1,
2010; (b) the Company will acquire a 49% ownership interest in the JV, with the
remaining 51% owned by BTH; and (c) the Company will invest up to a total of USD
$20,000,000 in the Project which will be allocated to the purchase of the
Company’s 49% ownership stake in the JV, capital contribution in the JV and
loans to the JV. Additionally, BTH grants the Company a right of
first refusal to acquire BTH’s rights to develop a wind farm or wind park in
Ningxia for additional installed capacity of 950MW. Upon completion
of the construction of the Project, BTH will continue to assist the JV in
securing USD $62,000,000 in loans from a PRC bank to fund the
Project.
After the
first month the Project begins to generate cash profits, distributions will be
made to the maximum extent allowed under PRC law, in proportion to the ownership
percentages in the JV. In addition, the Definitive Agreement will
provide for the Company to have (i) majority control of the board of directors
of the JV, (ii) the sole right to approve cash disbursements of the JV, the
construction plan for the Project and any debt or equity financings of the JV,
and (iii) an approval right and right of first refusal on any transfer of BTH’s
ownership interest in the JV.
The
Definitive Agreement will contain customary representation and warranties,
covenants and indemnification provisions.
The LOI
is attached to this report as Exhibit 10.1 and is incorporated herein by
reference. The foregoing statements are not intended to be a complete
description of all terms and conditions.
| Other Events. |
On August
4, 2010, the Company issued a press release announcing the signing of the
LOI. A copy of the press release is attached to this report as
Exhibit 99.1 and is incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
|
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
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No.
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Description
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10.1
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Letter
of Intent dated July 30, 2010, by and between Far East Wind Power Corp.
and Beijing Tongchuang Hengyuan Technology Development
Company.
|
|
|
99.1
|
Press
Release dated August 3, 2010.
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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.
| Date: August 4, 2010 | FAR EAST WIND POWER CORP. | ||
|
|
By:
|
/s/ James T. Crane | |
| James T. Crane | |||
| Chief Financial Officer | |||