| UNITED STATES 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): June 21, 2006 | |
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| ALCHEMY ENTERPRISES, LTD. | |
| (Exact name of Registrant as specified in charter) | |
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| Nevada | 000-50983 | 68-0515422 | |
| (State of Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
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| 2940 N. 67th Place, Suite #5 | | |
| Scottsdale, Arizona | 85251 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
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| Registrant’s telephone number, including area code: | (480) 789-0301 | |
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| (Former Name or Former Address, if Changed Since Last Report) | |
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
and
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 21, 2006, the Registrant executed a License Agreement with California Institute of Technology (“Caltech”), whereby the Registrant acquired exclusive licensed patent and/or patent applications rights and improvement patent rights related to research performed under the Jet Propulsion Laboratory (“JPL”) Task Plan No. 82-10777, entitled “Mechanically-Fed Metal-Air Fuel Cell As A High Energy Power Source” (“Task Plan”), as well as a nonexclusive licensed technology rights developed as a result of the Task Plan.
As partial consideration paid in connection with the License Agreement, the Registrant issued 5,869,565 shares of its common stock to Caltech. Furthermore, the Registrant is obligated to pay an annual maintenance fee of $50,000 to Caltech, beginning on June 12, 2009, continuing until the expiration, revocation, invalidation or unenforceability of the last exclusively licensed patent rights or improvement patent rights.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number | Name and/or Identification of Exhibit |
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2.1 | License Agreement |
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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.
ALCHEMY ENTERPRISES, LTD. |
(Registrant) |
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Signature | Title | Date |
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/s/ Jonathan R. Read | President and CEO | June 29, 2006 |
Jonathan R. Read | | |
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/s/ Harold Sciotto | Secretary | June 29, 2006 |
Harold Sciotto | | |
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/s/ Harold Sciotto | Principal Financial Officer | June 29, 2006 |
Harold Sciotto | | |
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