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[June 27, 2014]
KLEANGAS ENERGY TECHNOLOGIES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Green Day Share Exchange Agreement The Board of Directors of Kleangas Energy Technologies, Inc., a Delaware corporation (the "Company") approved the execution of a share exchange agreement dated November 15, 2013 (the "Share Exchange Agreement") with Green Day Technologies Inc., a Florida corporation ("Green Day Technologies"). On December 18, 2013, we entered into and executed an amendment to the Share Exchange Agreement with Green Day Technologies (the "Amendment"). In accordance with the terms and provisions of the Amendment to Share Exchange Agreement: (i) the shareholders of Green Day Technologies (the "Green Day Shareholders") tendered tender their shares of common stock to us in exchange for the issuance by us of shares of our restricted common stock on the basis of one share of common stock of Green Day Technologies for seventeen (17) shares of our common stock; and (ii) the Green Day Shareholders tendered to us their shares of preferred stock in exchange for the issuance by us of a corresponding share on a one to one basis of either its Series A, B, C or D preferred stock. Thus, Green Day Technologies became a wholly-owned subsidiary.
Effective January 22, 2014, the Board of Directors approved the issuance of the shares of common stock and preferred stock to the Green Day Shareholders in accordance with the terms and provisions of the Share Exchange Agreement.
ITEM 2.01 COMPLETION OF ACQUISITON OR DISPOSITION OF ASSETS The Company refers to Item 1.01 above, "Entry into Material Definitive Agreement" and incorporates the contents of that section herein, as if fully set forth under this Section 2.01.
BUSINESS DEVELOPMENT Historical Business We were incorporated in Delaware on January 8, 2008, for the purpose of being the vehicle whereby Redmond Capital Corp., a Florida corporation ("Redmond") would change its corporate domicile to Delaware. Redmond was incorporated effective September 12, 1996, in the State of Florida under the corporate name Minex Minerals, Inc. On February 3, 1999, it changed its corporate name to Redmond Capital Corp. Redmond's sole business, which terminated prior to the end of 2004, was the production of an animated television series.
On June 14, 2007, the Circuit Court of the Eleventh Circuit in and for Miami-Dade County, Florida, appointed a receiver over the business of Redmond (Case No. 06-21128 CA 10) and on August 28, 2007, that court issued an order releasing the receiver, closing the case and approving certain actions specified in the receiver's report, including the issuance of 32,000,000 shares of the common stock of Redmond to Mark Renschler to compensate him for services theretofore rendered to Redmond. Shortly thereafter, he was elected as Redmond's president, secretary and sole director.
On January 8, 2008, Redmond changed its corporate domicile from Florida to Delaware through a process known as "conversion" as permitted by Florida and Delaware law. In the conversion, we were incorporated in Delaware and we effected the conversion with Redmond by filing certificates of conversion in Delaware and Florida, respectively.
Immediately prior to the merger described below and since our inception in January 2008, we were, and from at least October 2004 until our acquisition by conversion in January 2008, a shell company, with nominal assets and no operations.
KNGS Merger On August 15, 2012, we entered into a Plan and Agreement of Merger by and among KNGS Acquisition, Inc., a Florida corporation and our wholly owned subsidiary ("Acquisition"), and Kleangas Energy Technologies, Inc., a private Florida corporation ("KET") under which Acquisition was merged with and into KET with KET being the surviving corporation (the "Merger"). As a result of the Merger, we are no longer considered a shell company.
On December 3, 2013, our Board of Directors authorized the return to treasury of 1,052,000,000 shares of our restricted common stock. As a result of the Merger, we had issued 2,100,000,000 shares of our common stock to the holders of the common stock of KET. As a result of the Merger, William B. Wylie and Dennis J.
Klein became our controlling shareholders. Of the 2,100,000,000 shares, 1,052,000,000 shares of common stock were previously returned to treasury.
We commenced operations in May 2012 and are a development-stage company. Our common stock is quoted on and traded over OTCQB under the symbol "KGET.
Increase in Authorized Capital Effective February 11, 2014, our Board of Directors and the majority shareholders approved an amendment to the articles of incorporation to authorize an increase in authorized capital from 3,000,000,000 shares of common stock, par value $0.001, to 5,000,000,000 shares of common stock, par value $0.001 (the "Amendment"). The Amendment was filed with the Secretary of State of Delaware on February 18, 2014 reflecting the authorized common stock shall be an aggregate 5,000,000,000 shares consisting of 5,000,000,000 shares of common stock, par value $0.000001, and 10,001,000 shares of preferred stock, par value $0.000001.
The Amendment will not affect the number of our issued and outstanding common shares.
CURRENT BUSINESS OPERATIONS We are a research and development company dedicated to producing alternative clean technologies that promote energy efficiency throughout a wide range of applications. We design, develop and market various technologies, including Oxy-Hydrogen on-demand generators, reverse fuel cells, solar to hydrogen fuel cells and other products to deliver a clean gas that provides energy savings, emissions reductions of diesel fuel and other natural gas applications. We believe that all of our products are designed to assist companies in reducing operational costs, providing a competitive advantage and increasing our customers' profitability.
Our subsidiary, Green Day, has licensed patented waste heat to electric power generation technology which works as a co-generator when installed on a primary electrical generator unit. We believe it is also powerful enough to serve as a primary energy source. Green Day has pending contracts to sell refuse and biomass derived pellets, which are alternatives to producing electricity instead of the traditional method of burning coal.
OXY-HYDROGEN SYSTEMS In accordance with the terms and provisions of the Acquisition, we are the parent of KET. Through KET, we will design, manufacture and sell Oxy-Hydrogen Systems. We are developing an electrolyzer unit, which is a component of Oxy-Hydrogen Systems, that produces hydrogen and oxygen for these systems. This unit offers the advantage of producing adequate quantities of these gases with lower power requirements, lower weight and smaller size. Initially and until we obtain the financing necessary to develop our own products, all of these systems will be manufactured by a third party. The purpose of these systems is to promote fuel economy and engine life and to reduce harmful emissions by reducing the amount of fuel required to be used to operate an engine and by reducing the temperatures as which engines operate. These systems function by creating oxygen and hydrogen from distilled water through electrolysis and injecting these gases into the mixture of fuel and air used in gasoline and diesel internal combustion engines. Electrolysis is performed by passing electric current generated by a vehicle's electrical system through distilled water. The gases thus generated are moved through valves and tubing into the fuel mixture, and is burned in the engine, together with the fuel. Hydrogen is an explosive gas. In order to reduce the possibility of an explosion, the systems that we sell will not store hydrogen, but create it on an "on demand" basis.
Private Label Agreement On November 19, 2012, KET entered into that certain five-year private label agreement (the "Private Label Agreement") with Global Hydrogen Technologies, Inc. ("GHT"). Under the terms and provisions of the Private Label Agreement, GHT granted to KET a nonexclusive license to resell GHT's oxy-hydrogen generator/electrolyzers styled its "Mark" and "Titan" series (and, with the prior approval of GHT, enhancements and sophistications thereof) under our private label. KET may sublicense, subject to the approval of GHT. The products comprising the "Mark" series are: • Mini-Mark: This product was designed for small 4 cylinder engine applications such as auxiliary power units that supplement a vehicle's main engine.
• Mark V: This product was designed to supplement refrigerated trailer units and for small box and delivery trucks.
• Mark VI-Base: This product was designed for medium-duty diesel-powered vehicles, including school buses, small transit buses, tow trucks and small off-road equipment such as front loaders and bulldozers.
• Mark VI-Modified: This unit was designed for large transit buses and medium sized diesel engine applications, such as heavy construction equipment and over-the-road Class 8 trucks (which weigh more than 33,000 pounds.
Under further terms and provisions of the Private Label Agreement, KET has agreed to install, distribute and sell the licensed products in "commercially reasonable quantities" and to commence doing so within "a reasonable time period." In the event that it fails to do so, GHT may terminate the Private Label Agreement. We can give no assurance that KET will be able to comply with these obligations because its ability to do so depends upon our ability to obtain the capital necessary to conduct our business and to purchase GHT's products. Under this agreement, KET will pay GHT 150% of the cost of its materials, parts and labor for its products.
GHT has represented and warranted that all products that it sells to KET will: (i) conform to GHT's most current written specifications for such products; (ii) be fit for their intended use; (iii) to the best of GHT's knowledge, be free, from infringement of all copyright, trademarks, patents and other intellectual property rights; and (iv) be manufactured and distributed in compliance with good manufacturing practices, applicable Federal laws and regulations of the United States and other countries, applicable state laws and regulations of the State of Florida and other states. GHT and KET have agreed to indemnify one another against certain liabilities, including product liabilities, in respect of the products sold to KET by GHT and resold by KET.
We believe that the products and services provided under the Private Label . . .
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES SHARE EXCHANGE AGREEMENT Common Stock During fiscal year ended December 31, 2013, we did not issue any shares of our common stock. On December 3, 2013 our Board of Directors authorized the return to treasury of 1,052,000,000 shares of its restricted common stock. We had had previously entered into the Merger Agreement and in accordance with the terms and provisions of the Merger Agreement, we had issued 2,100,000,000 shares of common stock to the holders of the common stock of KNGS. As a result of the Merger Agreement, William B. Wylie and Dennis J. Klein became our controlling shareholders. Of the 2,100,000,000 shares, 1,052,000,000 shares of common stock were previously returned to treasury.
During first quarter of 2014, we have issued an aggregate 1,673,912,581 shares of our common stock to the Green Day shareholders in accordance with the terms and provisions of the Share Exchange Agreement. The 1,673,912,581 shares were issued in a private transaction in exchange for the acquisition by us of 100% of the total issued and outstanding shares of common stock of Green Day. The shares were issued to non-United States residents and U.S. residents in reliance on Regulation S and Section 4(2) promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"). The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The Green Day shareholders acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. As of the date of this Annual Report, we are still in the process of issuing shares to the Green Day shareholders.
Preferred Stock During fiscal year ended December 31, 2013, we issued an aggregate 8,000,000 shares of Series A preferred stock to Eric Gregory Holdings Inc. ("EGH") The shares of Series A preferred stock were issued in exchange for the settlement and cancellation of that certain promissory note in the principal amount of $10,000, which had been issued to EGH and collateralized by our assets. The 8,000,000 shares were issued in a private transaction to EGH. The shares were issued to a U.S. resident in reliance on Section 4(2) promulgated under the Securities Act. The shares of preferred stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. EGH acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.
DESCRIPTION OF SECURITIES The following description of our securities and provisions of our articles of incorporation and bylaws is only a summary. We refer to the copies of its articles of incorporation and bylaws, copies of which have been incorporated by reference as exhibits to this Current Report on Form 8-K. The following discussion is qualified in its entirety by reference to such exhibits. Our management has access to all corporate books and records, including transfer agent records.
Authorized Capital Stock The total number of stock authorized that may be issued by us is 5,000,000,000 shares of common stock, par value $0.000001, and 10,001,000 shares of preferred stock with a par value of $0.000001 per share.
Capital Stock Issued and Outstanding After giving effect to the Share Exchange Agreement, our issued and outstanding securities, on a fully diluted basis, is as follows: • 3,053,561,098 shares of common stock; approximately 70.1% of which shares are held by Green Day Shareholders issued pursuant to the Share Exchange Agreement; 10,000,000 shares of preferred stock, approximately 50% of which shares are • held by Green Day Shareholders issued pursuant to the Share Exchange Agreement; • No options to purchase any capital stock or securities convertible into capital stock; and • No warrants to purchase any capital stock or securities convertible into capital stock.
As of the date of this Current Report, there are 313 shareholders of record.
Market Information Green Day Technologies is and has always been a privately-held company. There is not, and never has been, a public market for the securities of Green Day Technologies Our common stock is listed for quotation on the OTCQB under the symbol "KGET." Our shares commenced trading approximately July 19, 2013. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ OTC:BB stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.
Quarter Ended High Bid Low Bid March 31, 2014 December 31, 2013 $0 $ 0 August 30, 2013 $ 0 $ 0 Holders The approximate number of stockholders of record at June 24, 2014 was 313. The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.
Dividend Policy We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired.
Financial Statements of Businesses Acquired. In accordance with Item 9.01(a), Green Day Technologies Inc. audited financial statements for the fiscal years ended December 31, 2013 and 2012 are included in this filing TERRY L. JOHNSON, CPA 406 Greyford Lane Casselberry, Florida32707 Phone 407-721-4753 Fax/Voice Message 866-813-3428 E-mail firstname.lastname@example.org REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors Green Day Technologies, Inc.
I have audited the accompanying balance sheets of Green Day Technologies, Inc.
as of December 31, 2013 and 2012 and the statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2013 and 2012. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Day Technologies, Inc.. as of December 31, 2013 and 2012 and the results of its operations and its cash flows for the years period endedDecember 31, 2013 and 2012 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Terry L. Johnson, CPA Casselberry, Florida June 25, 2014 GREEN DAY TECHNOLOGIES, INC.
BALANCE SHEETS December 31, December 31, Assets: 2013 2012 Current assets Cash and cash equivalents $ - $ - Accounts Receivable - - Deposit - - Total Current Assets - - Intangible Assets - - Total Assets $ - $ - Liabilities and Stockholders' Deficit: Accounts Payable 1,760,915 1,840,602 Related Party Loan $ 466,668 $ 416,668 Notes Payable-Officer 200,000 200,000 Total Current Liabilities 2,427,583 2,457,270 Total Liabilities 2,427,583 2,457,270 Stockholders' Equity: 96,305 18,205 Common Stock, 299,999,000 shares authorized, 96,304,774 and 18,204,774 issued and outstanding @.001 respectively Preferred Stock , A, 200 shares authorized, 158 and 159 shares issued @.001 - - Preferred Stock, B,100 shares authorized 0 and 40 shares issued @.001 par value, respectively - - Preferred Stock, C, 300 shares authorized, 221 and 244 shares issued@.001 respectively, - - Preferred Stock, D, 400 shares authorized,265 and 265 shares issued @.001 par value - - Additional Paid in Capital 24,632,747 24,464,688 Treasury Stock (100,000 ) (100,000 ) Accumulated Deficit (27,056,635 ) (26,840,163 ) Total Stockholders' Equity (Deficit) (2,427,583 ) (2,457,270 ) Total Liabilities and Stockers (Deficit) $ - $ - The accompanying notes are an integral part of these unaudited financial statements.
GREEN DAY TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS Year Ended December 31, 2013 2012 Total Revenue $ - $ - Expenses: Consulting 189,500 655,920 General and Administrative 25,000 157,314 Total operating expenses 214,500 813,234 Loss from operations (214,500 ) (813,234 ) Other income or (expense) Interest (1,972 ) (103,663 ) Profit (Loss) $ (216,472 ) $ (916,897 ) Common shares outstanding 40,496,441 10,495,667 Net (loss) per share $ (0.01 ) $ (0.09 ) Fully Diluted shares outstanding - - The accompanying notes are an integral part of these unaudited financial statements.
GREEN DAY TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS For the For the Year Ended Year Ended December 31, 2013 December 31, 2012 Cash flows from operating activities: Net (Loss) for the period $ (216,472 ) $ (916,897 ) Stock Issued 246,159 505,300 Adjustments to reconcile net (loss) to net cash (used) by operating activities: (Increase) in Deposits - - (Decrease) in Accounts Payable and Accrued Expenses (79,687 ) 410,515 Net cash (used) by operating activities (50,000 ) (1,082 ) Cash Flows from Investing Activities: Purchase of Technology Cash Flows used in Investing Activities Cash Flows from Financing Activities: Stock issued for cash Proceeds from Loans 50,000 Stock Payable Net cash provided by financing activities 50,000 Net increase (decrease) in cash - (1,082 ) Cash - beginning - 1,082 Cash - ending - -
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