Item 8.01 Other Events
Universal Bioenergy Inc., (The Company) entered into "Acquisition, Marketing and
Distribution Agreement" (the "Agreement") with Global Energy Group LLC (GEG).
The Agreement is for the parties to engage in a venture whereby GEG will engage
the Company as its agent to develop a customer base for the sale of energy
products and to sell the energy products to those customers.
GEG, our majority shareholder, is a holding company whose primary business is
the acquisition of strategic business assets, companies, and investment or joint
ventures in both private and public companies creating a mandated diversity in
GEG's portfolio. GEG has developed an energy order fulfillment platform to
engage in the physical and financial trading of natural gas, electricity,
petroleum and related energy commodities which it proposes to use to enable the
Company to purchase energy supplies in larger quantities and to generate greater
profit. With offices in both the United States and United Kingdom, GEG is
positioned to take advantage of strategic relationships with investor partners
and commodities traders in North America, Europe, and world emerging markets. In
April 2013, Global Energy Group acquired a major stake in the Company and is now
preparing to expand and capitalize on its investment. Global Energy Group LLC
owns 1,268,630,000 shares, or 44.78% of the Company's 2,833,340,081 outstanding
shares of common stock.
The Company and GEG are positioned to take advantage of strategic relationships
with investor partners and established commodities traders in North America,
Europe and the global energy markets. The companies plan to leverage their
relationships through established energy traders to engage in the physical and
financial trading of natural gas, electricity, petroleum, diesel fuel, jet fuel
and related energy commodities. The parties plan to purchase and trade energy
contracts on the spot and long-term market, and trade financial futures and
power contracts to generate higher revenues, margins and earnings.
The partners may use financial derivatives and other contracts to hedge against
the associated risks of both physical and financial trading. This will include a
diverse portfolio of energy contracts, but emphasize energy commodities such as
natural gas, petroleum, diesel and jet fuel and electricity. The alliance allows
the Company to access a relationship with GEG that has its own established
energy order fulfillment platform. The Company is projecting that an estimated
$100 million in annual revenues could be generated through the venture from the
financial trading from the energy futures contracts, and the estimates the
profits could be from 2% to 20%, or an estimated $2 to $20 million.
The terms of the Agreement include among other things that;
GEG will engage the Company as its agent to develop a customer base for the sale
of energy products and to sell the energy products to those customers.
The Company will develop a customer base to whom the Principal may sell energy
products, and sell energy products on Principals behalf to such customers. GEG
will provide technical and management assistance, provide guidance and advice on
marketing, and, perform other related consulting, advisory and related services
to the Company as may be reasonably requested from time to time form GEG.
The "Acquisition, Marketing and Distribution Agreement" has been attached as an
Exhibit to this report in order to provide investors and security holders with
information regarding its terms. It is not intended to provide any other
financial information about the Company, Global Energy Group LLC, or their
respective subsidiaries and affiliates. The representations, warranties and
covenants contained in the "Acquisition, Marketing and Distribution Agreement",
were made only for purposes of that Agreement and as of specific dates; were
solely for the benefit of the parties to the "Acquisition, Marketing and
Distribution Agreement"; may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the "Acquisition,
Marketing and Distribution Agreement" instead of establishing these matters as
facts; and may be subject to standards of materiality applicable to the
contracting parties that differ from those applicable to investors. Investors
should not rely on the representations, warranties and covenants or any
description thereof as characterizations of the actual state of facts or
condition of the Company, GEG or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change or be waived after the date
of the Agreement, which subsequent information may or may not be fully reflected
in public disclosures by the Company and GEG, except as required pursuant to the
disclosure requirements of the Securities Exchange Act of 1934, as amended.
The foregoing description of the "Acquisition, Marketing and Distribution
Agreement" is only a summary, does not purport to be complete, and is qualified
in its entirety by reference to the "Acquisition, Marketing and Distribution
The "Acquisition, Marketing and Distribution Agreement" was approved by the
Board of Directors of the Company.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
9.1 "Acquisition, Marketing and Distribution Agreement" by and among Universal
, and Global Energy Group LLC
, dated May 9, 2014