UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 13, 2019
Date of Report (Date of earliest event reported)
SKYWOLF WIND TURBINE CORP.
(Exact Name of Registrant as Specified in its Charter)
| New York | 000-56005 | 80-0631209 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
156 Court Street
Geneseo, NY 14454
(Address of principal executive offices)
(585) 447-9135
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Special Note Regarding Forward-Looking Statements
This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. In some cases, forward-looking statements are identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect the Company’s current views respecting future events and are based on assumptions and subject to risks and uncertainties.
Also, forward-looking statements represent the Company’s estimates and assumptions only as of the date of this report. You should read this report and the documents that the Company references and files as exhibits to this report in their entirety and with the understanding that actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available or other events occur in the future.
ITEM 1.01 Entry into a Material Definitive Agreement
Letter of Intent from Gr8 Seas Holdings, Inc.
On February 11, 2019, SkyWolf Wind Turbine Corp. (the “Company”) received a non-binding letter of intent (the “LOI”) from Gr8 Seas Holdings, Inc. (“Gr8 Seas”) whereby Gr8 Seas indicated its intent to purchase a total of 500 units of the Company’s DAWT hybrid wind turbines over a period of 18 months in exchange for an estimated aggregate purchase price of $17,500,000. It is anticipated that Gr8t Seas and the Company shall enter into definitive agreements within the next 90 days for the referenced purchase and sale of the Company’s DAWT hybrid wind turbines and that Gr8t Seas shall provide payment for up to 50% of the estimated costs at that time.
ITEM 9.01 Financial Statements and Exhibits
Exhibits
Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission).
| 10.1* | Letter of Intent received from Gr8 Seas Holdings, Inc. |
| * | Filed herewith |
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 thereunto duly authorized.
Date: February 13, 2019
SKYWOLF WIND TURBINE CORP. | ||
| By: | /s/ Gerald Brock | |
| Gerald Brock | ||
| Chief Executive Officer | ||
