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): November 9, 2009
PACIFIC BLUE ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Nevada | 333-1145876 | 20-8766002 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) | | Identification Number) |
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42016 North Anthem Heights Drive Anthem, AZ 85086 |
(Address of principal executive offices) |
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| (623) 221-5546 | |
(Registrant’s Telephone Number) |
(Former name or former address, if changed since last report)
Copy of all Communications to:
Carrillo Huettel, LLP
501 W. Broadway, Suite 800
San Diego, CA 92101
phone: 619.399.3090
fax: 619.330.1888
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))
PACIFIC BLUE ENERGY CORP.
From 8-K
Current Report
Item 1.01
Entry into a Material Definitive Agreement.
On November 9, 2009, Pacific Blue Energy Corp., a Nevada corporation, (the “Registrant”) accepted $20,000 from Jesse MacNeill in exchange for 100,000 shares of the Registrant’s common stock, par value $0.001, per the terms of the Subscription Agreement attached hereto as Exhibit 10.1.
Item 3.02
Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by this reference.
On November 16, 2009, the Registrant issued 250,000 shares of its common stock, par value $0.001, to Joel Franklin, the Registrant’s Chief Executive Officer, as a one-time bonus. The shares were valued at $50,000, or $0.20 per share.
Exemption From Registration.The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain d isclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
Item 9.01
Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
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Exhibit No. | Description |
10.1 | Form of Subscription Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PACIFIC BLUE ENERGY CORP. | |
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DATED: November 16, 2009 | By: | /s/ Joel Franklin | |
| | Joel Franklin | |
| | Chief Executive Officer | |
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