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): October 9, 2009
FLEX FUELS ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 000-52601 | | 20-5242826 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3rd Floor, 14 South Molton Street London, UK | | W1K 5QP |
| (Address of principal executive offices) | | (Zip Code) |
+44(0)8445 861910
| (Registrant’s telephone number, including area code) |
| (Former name if changed since last report) |
Check the 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:
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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On October 9, 2009 we entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with JTC Trustees Limited As Trustee of the LOGO Investment Trust (the “Shareholder”) whereby we purchased 7,865,341 shares of our common stock (the “Shares”) from the Shareholder at a price of $0.008 per share or an aggregate of approximately $62,923. The Shares were beneficially owned by Gordon Ewart, a founding shareholder of Flex Fuels Energy Limited. The purchase of the Shares took take place on October 9, 2009. Following purchase, the Shares were retired and returned to the status of authorized but unissued. The last closing sale price for our common stock prior to the execution of the Stock Purchase Agreement was $0.05 per share and as such the per share price paid by us to the Shareholder under the Stock Purchase Agreement represented a substantial discount to the market price. We entered into the Stock Purchase Agreement to preserve share value and decrease the number of shares of our common stock issued and outstanding. The Stock Purchase Agreement requires us to indemnify the Shareholder against all claims, liabilities and assessments, if any, against the Shareholder for additional capital gains tax imposed by HM Revenue and Customs (“HMRC”) based upon a determination by HMRC that the shares shall be deemed for tax purposes to have been sold for a purchase price in excess of $0.008 per share. In such instance, the indemnification will not cover the capital gains tax due with respect to the first $0.008 of the deemed sales price. In connection with the execution of the Stock Purchase Agreement, we also executed mutual releases with the Shareholder.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Shell company transactions.
Not applicable
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| | |
| 10.1 | Stock Purchase Agreement dated October 9, 2009 between Registrant and JTC Trustees Limited as Trustee of the LOGO Investment Trust |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | FLEX FUELS ENERGY, INC. |
| | | |
| Dated: October 13, 2009 | By: | /s/ Robert Galvin |
| | | Name: Robert Galvin |
| | | Treasurer, Secretary and Chief Financial Officer |
| | | |
