ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Stock Purchase Agreement
On June 3, 2014
, the Board of Directors of Kleangas Energy Technologies, Inc.
corporation (the "Company"), finalized and authorized the execution of
that certain stock purchase agreement dated June 3, 2014
(the "Stock Purchase
Agreement") with Lori Willis
("Willis"), the sole shareholder of record of
Second Cycle Recycling Inc.
, a private corporation ("SCR"). In accordance with
the terms and provisions of the Stock Purchase Agreement, the Company shall
acquire from Willis 100% of the total issued and outstanding shares of common
stock of SCR in consideration of the purchase price of $300,000.00
"Purchase Price"), which shall include all the assets of SCR. Thus, SCR will
become the wholly-owned subsidiary of the Company.
The Purchase Price shall be paid as follows: (i) issuance by the Company of
25,000,000 shares of its restricted common stock with a per share price of
for aggregate valuation of $100,000
; and (ii) $200,000
with (a) $5,000
paid upon closing of the Stock Purchase Agreement, (b) $2,000
per week until the
new facility is generating sufficient revenue pursuant to which the remaining
balance would be paid in full or payments would be accelerated, (c) $500
week to be applied to start-up expenses until the new facility is generating
sufficient revenue pursuant to which the remaining balance would be paid in full
or payments would be accelerated.
In further accordance of the terms and provisions of the Stock Purchase
Agreement, the Company will invest $500,000
worth of equity and equipment over
the next twelvemonths to expand the operations of SCR. Willis agrees to a
non-compete agreement for a minimum of two years. It is anticipated that the
Company will enter into an employment agreement with Willis as soon as SCR
It is anticipated that the closing of the Stock Purchase Agreement will occur on
or before June 30, 2014
together with the issuance of the 25,000,000 shares and
payment of the $5,000
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
(b) Pro forma Financial Information.
(c) Shell Company Transaction.
10.1 Stock Purchase Agreement dated June 3, 2014
between Kleangas Energy
and Lori Willis