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): May 15, 2012
ALVERON ENERGY CORP.
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(Name of Small Business Issuer in its charter)
Delaware 000-50493 98-0412431
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
100 - 224 11th Avenue S.W.
Calgary, Alberta
Canada T2R 0C3
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(Address of principal executive offices)
Registrant's telephone number, including area code: (403) 233-9239
N/A
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(Former name or former address if changed since last report)
Check 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)
[ ] 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On May 14, 2012, the Company entered into an agreement to acquire the
SafeBrain System from Rod Newlove.
Pursuant to the agreement the Company:
o paid Newlove $450,000 on May 15, 2012;
o will pay $150,000 to Newlove no later than May 31, 2012; and
o will pay $300,000 to Newlove no later than June 14, 2012.
Following the payment due on May 31, 2012, Newlove will transfer all rights
to the SafeBrain System to the Company.
The SafeBrain System works in two ways:
o The Cranium Impact Analyzer Sensor (the "C.I.A.") is mounted on the
helmet of an athlete;
o The SafeBrain software allows in-depth analysis of any impact event
and can be customized for the notification and data logging settings
for each athlete.
The C.I.A. sensor was designed to ensure compatibility with a wide range of
athletic helmets. The sensor is approximately the size of a quarter and weighs
less than 8 grams. Even at this small size, the C.I.A. patented sensor contains
a 3-axis accelerometer, based on a 16-bit microprocessor. The C.I.A. sensor
contains a data-logger and real-time clock to provide time-stamped
force-readings when used with the SafeBrain software.
Placed on the helmet, the small CIA sensor accurately measures G-force on
all 3 -axis. An LED indicator light flashes to alert the monitor, coaching staff
or an individual when an impact has occurred that has the potential to cause a
concussion which requires proper assessment and perhaps medical attention.
The Company plans to market the SafeBrain System to non-professional
athletes who participate in sports that require helmets such as hockey,
football, biking, motor-cross, skiing and snowboarding.
On May 15, 2012, the Company entered into a Consulting Agreement with a
company controlled by Mr. Newlove. The agreement provides that the Company will
pay the consultant $10,000 per month for supervising the manufacturing of, and
developing improvements for, the SafeBrain System. In addition, during each
twelve-month period during the term of this agreement, the Company will provide
supplies and materials to the Consultant, at a cost not to exceed $5,000 during
the twelve-month period, to be used by the Consultant in performing the
consulting services.
The Consulting Agreement will expire on June 30, 2017.
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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: May 17, 2012 ALVERON ENERGY CORP.
By: /s/ Michael Scott
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Michael Scott, Chief Executive
Officer
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