U.S. 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):
July 17, 2006
NORTHERN ETHANOL, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 000-51564 34-2033194
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State or other jurisdiction Commission File Number (IRS Employer ID No.)
of incorporation)
193 King Street East
Suite 300
Toronto, Ontario, M5A 1J5, Canada
(Address of principal executive offices)
(416) 366-5511
(Issuer's Telephone Number)
497 Delaware Avenue
Buffalo, NY 14202
(Former Address)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective July 24, 2006, we entered into a Project Development Agreement
(the "Agreement") with Delta-T Corporation, Williamsburg, Virginia, ("Delta"),
wherein Delta shall provide us professional advice, business and technical
information, design and engineering and related services in order to assist us
in assembling all of the information, permits, agreements and resources
necessary for construction of an ethanol plant having the capacity to produce
100 million gallons per year in Barrie, Ontario, Canada (the "Plant"). We paid
Delta the sum of $100,000 for their services.
The Agreement provides for Delta to assist us in the development and
analysis of the feasibility of the Plant, including location, operating costs,
Plant specifications, compliance with environmental issues, product marketing,
industry economics, technical and other assistance. The relationship between
Delta and us is deemed exclusive during the term of the Agreement and
anticipates that the parties shall enter into a definitive, turnkey,
engineering, procurement and construction agreement for the entire Plant. We
have granted Delta a right of first refusal in this regard. The term of the
Agreement is five (5) years.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective July 17, 2006, Mr. Steven Reader was appointed as our Chief
Operating Officer. Mr. Reader also executed an employment agreement with us, a
copy of which is attached hereto as Exhibit 10.5, the terms of which are
incorporated herein as if set forth.
Mr. Reader shall hold such office until the next annual meeting of our
Board of Directors, his resignation, removal or death. There are no family
relationships between or among our executive officers.
As part of his compensation for assuming his position with us, we granted
Mr. Reader an option to purchase up to 300,000 shares of our common stock at an
exercise price of $1.00 per share. These options shall vest equally over a
twenty-four month period.
Resume:
Steven Reader, Chief Operating Officer, Vie President - Development, age
50. Prior to his assuming his positions with our company, from 1992 through July
2006, Mr. Reader was the President of Chartwell Energy, Toronto, Canada, an
energy company with operations throughout North America. He also spent a total
of eleven years as a contractor for DTE Energy Services, Ann Arbor, Michigan and
TransCanada Pipelines, Toronto, Canada, where he was involved in power
development for Canada and the US. He will devote substantially all of his
business time to our operations.
ITEM 9.01. EXHIBITS.
Number Exhibit
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10.5 Employment Agreement with Steven Reader dated July 17, 2006
99.1 Press Release relating to Delta-T Agreement.
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.
Dated: August 7, 2006
NORTHERN ETHANOL, INC.
(Registrant)
By: s/ Gordon Laschinger
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Gordon Laschinger, Chief Executive
Officer & President