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KLEANGAS ENERGY TECHNOLOGIES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

June 6, 2014



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. a Delaware 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 (the "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 $0.004 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 per 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 achieves profitability.

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 to Willis.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable. (d) Exhibits.



10.1 Stock Purchase Agreement dated June 3, 2014 between Kleangas Energy Technologies Inc. and Lori Willis.


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Source: Edgar Glimpses


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