U.S.
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) October 12, 2010
____________________
Commission
File No. 333-123465
____________________
Universal
Bioenergy, Inc.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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20-1770378
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(State
or other jurisdiction of
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(IRS
Employer Identification No.)
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incorporation
or organization)
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19800 Mac Arthur Blvd. Ste.
300
Irvine, CA 92612
(Address
of principal executive offices)
(888) 263-2009
(Issuer’s
telephone number)
Check the
appropriate box below if the Form 8-K 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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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As used
in this report, the terms "we", "us", "our", "our company" “Universal” refer to
Universal Bioenergy, Inc., a Nevada corporation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our
disclosure and analysis in this Current Report on Form 8-K contains some
forward-looking statements. Certain of the matters discussed concerning our
operations, cash flows, financial position, economic performance and financial
condition, and the effect of economic conditions include forward-looking
statements.
Statements
that are predictive in nature, that depend upon or refer to future events or
conditions or that include words such as "expects," "anticipates," "intends,"
"plans," "believes," "estimates" and similar expressions are forward-looking
statements. Although we believe that these statements are based upon reasonable
assumptions, including projections of orders, sales, operating margins,
earnings, cash flow, research and development costs, working capital, capital
expenditures and other projections, they are subject to several risks and
uncertainties.
Investors
are cautioned that our forward-looking statements are not guarantees of future
performance and the actual results or developments may differ materially from
the expectations expressed in the forward-looking statements.
As for
the forward-looking statements that relate to future financial results and other
projections, actual results will be different due to the inherent uncertainty of
estimates, forecasts and projections may be better or worse than projected.
Given these uncertainties, you should not place any reliance on these
forward-looking statements. These forward-looking statements also represent our
estimates and assumptions only as of the date that they were made. We expressly
disclaim a duty to provide updates to these forward-looking statements, and the
estimates and assumptions associated with them, after the date of this filing to
reflect events or changes in circumstances or changes in expectations or the
occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K,
or their successors.
Item
1.01 - Entry into a Material Definitive Agreement.
On
October 12, 2010, Universal Bioenergy Corporation, a Nevada corporation (the
“Company”), and Roblex Aviation Inc., a Commonwealth of Puerto Rico Corporation
and Roberto E. Rodriguez, sole shareholder of Roblex Aviation Inc. (“Roblex”),
entered into an Acquisition and Stock Purchase Agreement (the
“Purchase Agreement”). Pursuant to the Purchase Agreement, and
subject to the conditions set forth therein, the Company will acquire
all of the outstanding capital stock and assets of Roblex, a
privately held company, including the Hanger/Warehouse, for a total
consideration of $10.40 million.
Each of
the Company and Roblex has made customary representations and
warranties in the Purchase Agreement. Roblex has also agreed to various
covenants in the Purchase Agreement, including, among other things,
(i) to conduct its business in the ordinary course consistent with past practice
in all material respects during the period between the execution of the Purchase
Agreement and the Closing of the transaction, and (ii) not to solicit alternate
transactions.
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The
completion of the transaction is subject to various customary conditions,
including (i) final approval of the Closing of the acquisition by the
Board of Directors of Universal Bioenergy, (ii) ) the obtaining of all requisite
regulatory, administrative, or governmental authorizations and consents, and
(iii) other customary closing conditions.
The
foregoing description of the Purchase Agreement is only a summary, does not
purport to be complete, and is qualified in its entirety by reference to
the Purchase Agreement. Universal Bioenergy expects to
file a copy of the Purchase Agreement as part of an
amendment to this Form 8-K after the Closing and within the time
frames required under the Securities Exchange Act of 1934.
See Item
1.01 above.
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Financial
statements of business acquired.
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The
financial statements required by this Item 9(a) will be filed by amendment
to this Form 8-K within the period permitted by Item 9(a)(4) of Form
8-K.
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(b)
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Pro
Forma financial information
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The pro
forma financial information required by this Item 9(b) will be filed by
amendment to this Form 8-K within the period permitted by Item 9(b)(4) of
Form 8-K.
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(d)
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Exhibits
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Not
applicable
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.
| UNIVERSAL BIOENERGY, INC. | |||
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Date:
October 12, 2010
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By:
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/s/ Vince M. Guest | |
| Name: Vince M. Guest | |||
| Title: Chief Executive Officer | |||
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