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): January 12,
2009
CAL ALTA AUTO GLASS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-51227 88-0448809
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
#8, 3927 Edmonton Trail, N.E., Calgary, Alberta T2E 6T1
(Address of Principal Executive Offices, Zip Code)
Registrant's telephone number, including area code: (403) 291-
7020
(Former Name or Former Address, 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:
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 communication 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)).
As used herein, the terms, "we," "us," "our," and the "Company"
refers to Cal Alta Auto Glass, Inc., a Nevada corporation and its
subsidiaries, unless otherwise stated.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
A. Acquisition of Energy One Resource Services, Inc.
On January 12, 2009, we entered to a Securities Purchase
Agreement (the "Acquisition Agreement") for the purchase of all
of the outstanding capital stock of Energy One Resource Services,
Inc., an Alberta corporation ("Energy One").
Under the terms of the Acquisition Agreement, we are
acquiring all of the 14,839,000 shares of the Class A Common
Stock of Energy One effective December 30, 2008 (the "Closing
Date") and assume all of the outstanding liabilities of Energy
One as of that date with the result that Energy One becomes our
subsidiary (the "Acquisition"). As of this date, shareholders
holding a majority of the outstanding shares of Energy One have
executed the Acquisition Agreement and we anticipate that all or
nearly all of the remaining shareholders will execute the
Acquisition Agreement in the near future.
The Acquisition Agreement provides that we will issue an
aggregate of 14,839,000 shares of our Common Stock to complete
the purchase of the 14,839,000 shares of the Class A Common Stock
of Energy One. All of the shares of our Common Stock issued
pursuant to the Acquisition Agreement are being issued in
accordance with a claim of exemption under Section 4(2) of the
Securities Act of 1933 and each stock certificate will be issued
with a restricted securities legend.
Prior to the Acquisition Agreement, we had entered into a
Letter of Intent with Energy One (which was subsequently extended
and renewed) but we did not have any material relationship with
either Energy One or with any officer, director, or affiliate of
Energy One. The terms of the Acquisition Agreement was duly
approved by our Board of Directors.
B. Sale of Existing Business
On January 12, 2009, we entered into the Asset Purchase
Agreement (the "Divestiture Agreement") with our President, Frank
Aiello, wherein we agreed to sell and transfer all of our
existing automobile glass repair business and assets to Mr.
Aiello in consideration of Mr. Aiello assuming all of our
existing liabilities (existing as of December 31, 2008) and
tendering to the Company, as payment therefore, an aggregate of
one million six hundred sixty-six thousand six hundred-sixty-six
(1,666,667) shares of our Common Stock previously owned and held
by Mr. Aiello.
The Divestiture Agreement was effective December 31, 2008
(the "Divestiture Closing Date") and was approved by our Board of
Directors with advice and assistance received from an independent
financial advisor. The Divestiture Agreement also requires that
Mr. Aiello indemnify and hold the Company harmless from and
against any debts, claims, and liabilities that existed as of
December 31, 2008 and which may be later asserted against the
Company.
With the closing of the Acquisition Agreement on December
30, 2008 and the closing of the Divestiture Agreement the
following day on December 31, 2008, our assets, business, and
strategy has changed such that we are no longer in the business
of providing automobile glass repair services and we are now
focused on the business being conducted by Energy One.
For these and other reasons, we may be viewed as a company
that is entering a new business with all of the attendant risks
and uncertainties associated with a new business. Any person who
acquires our Common Stock should be prepared to lose all or
substantially all of their investment.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
1. Acquisition of Energy One Resource Services, Inc.
On January 12, 2009, we entered to a Securities Purchase
Agreement (the "Acquisition Agreement") for the purchase of all
of the outstanding capital stock of Energy One Resource Services,
Inc., an Alberta corporation ("Energy One").
Under the terms of the Acquisition Agreement, we are
acquiring all of the 14,839,000 shares of the Class A Common
Stock of Energy One effective December 30, 2008 (the "Closing
Date") and assume all of the outstanding liabilities of Energy
One as of that date with the result that Energy One becomes our
subsidiary (the "Acquisition"). As of this date, shareholders
holding a majority of the outstanding shares of Energy One have
executed the Acquisition Agreement and we anticipate that all or
nearly all of the remaining shareholders will execute the
Acquisition Agreement in the near future.
The Acquisition Agreement provides that we will issue an
aggregate of 14,839,000 shares of our Common Stock to complete
the purchase of the 14,839,000 shares of the Class A Common Stock
of Energy One. All of the shares of our Common Stock issued
pursuant to the Acquisition Agreement are being issued in
accordance with a claim of exemption under Section 4(2) of the
Securities Act of 1933 and each stock certificate will be issued
with a restricted securities legend.
Prior to the Acquisition Agreement, we had entered into a
Letter of Intent with Energy One (which was subsequently extended
and renewed) but we did not have any material relationship with
either Energy One or with any officer, director, or affiliate of
Energy One. The terms of the Acquisition Agreement was duly
approved by our Board of Directors.
2. Sale of Existing Business
On January 12, 2009, we entered into the Asset Purchase
Agreement (the "Divestiture Agreement") with our President, Frank
Aiello, wherein we agreed to sell and transfer all of our
existing automobile glass repair business and assets to Mr.
Aiello in consideration of Mr. Aiello assuming all of our
existing liabilities (existing as of December 31, 2008) and
tendering to the Company, as payment therefore, an aggregate of
one million six hundred sixty-six thousand six hundred-sixty-six
(1,666,667) shares of our Common Stock previously owned and held
by Mr. Aiello.
The Divestiture Agreement was effective December 31, 2008
and was approved by our Board of Directors with advice and
assistance received from an independent financial advisor. The
Divestiture Agreement requires that Mr. Aiello indemnify and hold
the Company harmless from and against any debts, claims, and
liabilities that existed as of December 31, 2008 and which may be
later asserted against the Company.
With the closing of the Acquisition Agreement and the
Divestiture Agreement the following day, our assets, business,
and strategy has changed such that we are no longer in the
business of providing automobile glass repair services and we are
now focused on the business being conducted by Energy One.
We are a small company and we face all of the uncertainties
and risks associated with a small business together with the
burdens and obligations of a publicly-traded company.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
With the closing of the acquisition (the "Acquisition") of
the outstanding Class A Common Stock of Energy One Resource
Services, Inc., an Alberta corporation, ("Energy One") we are
obligated to issue an aggregate of 14,839,000 shares of our
Common Stock to the stockholders of Energy One.
As of this date, shareholders holding a majority of the
outstanding shares of Energy One have executed the Acquisition
Agreement and we anticipate that all or nearly all of the
remaining shareholders will execute the Acquisition Agreement in
the near future. In connection with the issuance of our Common
Stock to complete the Acquisition:
(1) We did not use and do not anticipate using any
underwriter in connection with the Acquisition and
no commissions or underwriting fees of any sort
will be paid or incurred in connection with the
Acquisition;
(2) We have not paid and we will not be paying any
cash consideration to any of the stockholders in
connection with the purchase of the shares of
Energy One or the Acquisition;
(3) All of the shares of our Common Stock issued to
complete the Acquisition will be issued upon a
claim of exemption under Section 4(2) of the
Securities Act of 1933 and any applicable
exemptions provided under Canadian laws. In each
case, we have been assured that each stockholder
of Energy One is an "accredited investor" (as that
term is defined under Rule 501 of Regulation D of
the Securities Act of 1933) and that: (i) each is
sophisticated and experienced in making
investments in small public companies whose common
stock is traded on a limited and sporadic basis;
(ii) each has had a full and unrestricted
opportunity to ask questions and receive answers
to all said questions from our management so as to
allow them to fully evaluate the risks and merits
of acquiring our Common Stock; (iii) each has had
full and unrestricted access to our corporate
books and records; (iv) each has reviewed copies
of our annual 2006 and 2007 Form 10-KSBs together
with our quarterly Form 10-QSBs and Form 10-Q as
filed with the U.S. Securities and Exchange
Commission so as to provide each of them with such
disclosures comparable to that found in a
registration statement; (v) each has reviewed
copies of 2006 and 2007 year-end audited financial
statements together with our un-audited quarterly
financial statements for each of the first three
financial quarters of each of these years and for
the 2008 calendar year; (vi) each understands that
our Common Stock is a "restricted security" and
they may not sell or transfer said Common Stock
without an effective registration statement or an
opinion of counsel that such sale or transfer may
be completed pursuant to an exemption there from;
and (vii) each agreed that they were acquiring our
Common Stock for investment purposes only and not
with a view toward a distribution or resale of the
Common Stock.
(4) Each stockholder of Energy One is to receive one
share of the Company's Common Stock for each share
of Energy One owned and held by them.
(5) We will not receive any proceeds from the
Acquisition; that is, we have not and will not be
receiving any cash or other proceeds from the
Acquisition.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Upon entry into the Acquisition Agreement, we are obligated
to issue an aggregate of 14,839,000 shares of our Common Stock to
the stockholders of Energy One Resource Services, Inc., an
Alberta corporation ("Energy One").
Prior to the Acquisition, we had 18,800,000 shares of our
Common Stock outstanding. As a result of the Acquisition and
upon issuance of all the shares of our Common Stock pursuant to
the Acquisition Agreement, the stockholder of Energy One will
own, in the aggregate, 44.11% of our outstanding Common Stock
(before including the effect of the return of 1,666,667 shares
returned by Mr. Aiello resulting from the Divestiture Agreement
and the effect of any stock options that may be exercised by
persons who hold said options in Energy One). As a result, the
stockholders of Energy One will, in the aggregate, influence our
corporate affairs.
The issuance of the shares pursuant to the Acquisition
Agreement was undertaken pursuant to the negotiations that we
conducted with the officers and directors of Energy One and the
Letter of Intent that we executed with Energy (which was extended
and renewed). We did not receive and will not receive
consideration in connection with the shares of Energy One that we
acquire under the terms of the Acquisition Agreement.
A copy of the Acquisition Agreement and the Divestiture
Agreement is attached to this Form 8-K. There are no collateral
or other agreements relating to either of these Agreements.
ITEM 7.01 REGULATION FD DISCLOSURE
As stated above, we have entered into the Acquisition
Agreement effective December 30, 2008 and the Divestiture
Agreement e3ffective December 31, 2008.
Our management believes that these transactions will better
serve the long-term interests of our Company but there can be no
assurance that either of these transactions will prove to be
successful or that our Company and our stockholders will gain any
immediate or long-term benefit.
We are a small company with limited opportunities, limited
managerial and financial resources, and a limited trading market
for our Common Stock.
(A) Factors That May Affect Future Results
In General. The purchase of shares of the Company's common
stock is very speculative and involves a very high degree of
risk. As a small company, our business organization and structure
all involve elements of risk. In many instances, these risks arise
from factors over which we will have little or no control. Some
adverse events may be more likely than others and the consequence
of some adverse events may be greater than others. No attempt has
been made to rank risks in the order of their likelihood or
potential harm.
1) The market price of our common stock may fluctuate
significantly.
The market price of our common shares may fluctuate
significantly in response to factors, many of which are beyond
our control, such as:
- - the announcement of new technologies by us or our
competitors;
- - quarterly variations in our and our competitors'
results of operations;
- - changes in earnings estimates or recommendations
by securities analysts;
- - developments in our industry;
- - general market conditions and other factors,
including factors unrelated to our own operating
performance;
- - changing regulatory exposure, laws, rules and
regulations which may change; and
- - tax incentives and other changes in the tax code.
Further, the stock market in general has recently
experienced extreme price and volume fluctuations. Continued
market fluctuations could result in extreme volatility in the
price of our common shares, which could cause a decline in the
value of our common shares. You should also be aware that price
volatility might be worse if the trading volume of our common
shares is low.
2) Trading of our common stock is limited.
Our Common Stock is traded only on the Bulletin Board.
Trading in our stock has historically been limited and sporadic
with no continuous trading market over any long or extended
period of time. This has adversely effected the liquidity of our
common stock, not only in terms of the number of securities that
can be bought and sold at a given price, but also through delays
in the timing of transactions and reduction in security analysts'
and the media's coverage of us. This may result in lower prices
for our common stock than might otherwise be obtained and could
also result in a larger spread between the bid and asked prices
for our common stock. There will likely be only limited liquidity
and investors will not likely have the ability to purchase or
sell our common stock in any significant quantities. This too
will sharply limit interest by individual and institutional
investors.
3) Limited Financial Resources and Future Dilution
We are a small company and we have limited financial
resources. While we believe that we have some growth
opportunities, we cannot assure you that we will be successful in
obtaining additional financial resources to meet our financial
needs or, we are successful in doing so, that we can obtain such
financial resources on terms that are reasonable in light of our
current financial circumstances. We anticipate that we may raise
additional capital in the future and we cannot assure you that we
will be successful in raising additional capital or if we do,
that current investors will not suffer immediate and substantial
dilution as a result of any successful financing transactions.
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.
CAL ALTA AUTO GLASS, INC.
Date: January 13, 2009
By:
/s/ Frank Aiello
Frank Aiello, President
Exhibits:
10.21 Securities Purchase Agreement
10.22 Asset Purchase Agreement