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AMZZ > SEC Filings for AMZZ > Form 8-K on 30-Oct-2013All Recent SEC Filings

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Form 8-K for AMAZONICA, CORP.


30-Oct-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposi


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 24, 2103, we entered into a unsecured convertible promissory note with Anton Group Hill Ltd., for the principal sum of $300,000.00. The note bears simple interest accruing at ten percent (10%) per annum due and payable quarterly in arrears on the date that is 30 days after the end of each calendar quarter. The note matures two years from the date of issuance, unless prior converted. The note is convertible into shares of the common stock of the Company at the election of the debenture holder at any time at seventy-five percent (75%) of the fair market value of one share of the Company's common stock. Fair market value is the lowest bid during the five (5) trading days prior to the conversion date. The description of the convertible promissory note is a brief summary only and is qualified in its entirety by the respective terms set forth therein. A copy of the Agreement is filed as Exhibit 10.12 to this Current Report on Form 8-K.



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On October 7, 2013, the Company reported the entry into certain agreements between our sole officer and director, Michael Soursos ("Soursos") and Gennadiy Petrovich Glazunov ("Glazunov"), the holder of certain know how and trade secrets as they relate to pure hydrogen production, whereby Soursos transferred a total of of 64,500,000 shares of our common stock from the 120,000,000 shares of common stock held by Soursos in his personal name to Glazunov and his assigns in exchange for the rights to the know how and trade secrets and the filing of a patent covering such technology in the USA. On October 28, 2013, Glazunov provided the documentation related to the patent and the patent has been filed by the Company's U.S. patent attorney, with the United States Patent and Trademark Office ("USPTO"). The Company will announce the receipt of a patent pending number on a Form 8-K as soon as it is it received.

The Company has executed agreements to commence research and development of the patent pending technology in conjunction with facilities provided by the National Science Center "KIPT", National Academy of Science of Ukraine ("KIPT"). On October 24, 2013, the Company completed a financing whereby the Company has raised the required funding and has directed the required payment of $222,000.00 to the U.S. Civilian Research & Development Foundation ("CRDF"). CRDF Global is a nonprofit organization authorized by the U.S. Congress and established in 1995 by the National Science Foundation. This unique organization promotes international scientific and technical collaboration through grants, technical resources, training, and services. CRDF Global is based in Arlington, Virginia with offices in Moscow and St. Petersburg, Russia; Kyiv, Ukraine; Almaty, Republic of Kazakhstan; and Amman, Jordan. CRDF Solutions is a unique set of financial and project management services offered by CRDF Global to organizations in support of their collaborative scientific research, educational, and charitable activities. CRDF Global will provide the financial management and administrative support services for the project. The payment of the $222,000.00 to CRDF has initiated the research project and the research and development to further develop our patent pending technology will commence immediately.


As of the date of the Agreement, there were no material relationships between the Company and Glazunov or between the Company and any of Glazunov's respective affiliates, directors, or officers, or associates thereof, other than in respect of the Agreement and the Glazunov consulting agreement executed on September 27, 2013 and incorporated by reference to our Form 8-K filed on October 7, 2013.



ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER
AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by this reference.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

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 Regulation S of the Securities Act of 1933, as amended, ("Securities Act"), as promulgated by the U.S. Securities and Exchange Commission under the Securities Act. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sales of the securities were completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. The investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.



ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

As a result of closing the Memorandum of Understanding and Nondisclosure Agreement as well as the filing of the patent, the Company is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Report, through the Company's sole officer and director, the Company completed a memorandum of understanding and nondisclosure agreement with Glazunov. Item 2.01(f) and 5.01(a)(8) of Form 8-K states that if the registrant was a shell company, immediately before the acquisition transaction, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act.

Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the enterprise of the Company following the acquisition of the patent rights described herein.


Description of Business

Overview

The address of our principal executive office is 187 E. Warm Springs Rd., Suite B160, Las Vegas, NV 89119.

Our telephone number is (702) 297-6776. Our website is http://www.amazonicacorp.com.

Our common stock is quoted on the OTCBB ("Over-the-Counter- Bulletin-Board") under the symbol "AMZZ".

Amazonica, Corp. was incorporated in the State of Nevada on June 2, 2010.

On May 2, 2013, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of shares of authorized capital of the Company from 75,000,000 shares of common stock, $0.001 par value per share, to 1,500,000,000 shares of common stock, $0.001 par value per share.

On May 24, 2013, in accordance with approval from the Financial Industry Regulatory Authority ("FINRA"), our issued and outstanding shares of common stock increased from 3,520,000 to 616,000,000 shares of common stock, par value of $0.001 on the basis of a 175:1 forward split of our issued and outstanding shares of common stock. The forward split has been retroactively applied to all shares and per share figures in these financial statements.

On August 30, 2013, Andre Caetano, the principal shareholder of the Company entered into a stock purchase agreement which provided for the sale of 350,000,000 shares of common stock of the Company to Michael Soursos.

Concurrent with the acquisition of the shares of the Company, Andre Caetano, who was also an officer and director of the Company resigned and Mr. Soursos was appointed President, Treasurer and a director of the Company thus effecting a change in control of the Company.

On October 4, 2013, Mr. Soursos returned a total of 230,000,000 shares to the Company for cancellation. On October 4, 2013, an officer of the Company returned a total of 171,000,000 shares of common stock to the Company for cancellation leaving the total issued and outstanding shares of the Company at 214,000,000 as of the date of this filing.

With the appointment of Mr. Soursos, the Company determined to change direction and to enter into the development of technologies related to the manufacture research and development and ultimate commercialization of technologies related to the production of pure hydrogen.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

On October 16, 2013, the Company submitted to the State of Nevada the documents required to register Euro American Hydrogen as a d/b/a (doing business as).

We do not have any subsidiaries.


Previous Business

Before we went through a change of control and business focus, we were a development stage company intending to market and distribute hardwood flooring. The lack of funds and the present economy prevented that from happening. As we were unable to raise the capital necessary to develop our business plan, we began a search for other business opportunities which would benefit our shareholders and allow us to raise capital and operate.

Current Business

With the change in management to Michael Soursos, the new management set about to identify new business opportunities that he believed would allow for the growth of the Company and determined that there was substantive opportunity to progress technologies related to the production of pure hydrogen. Shortly after changing our business focus to the development of hydrogen production related technologies, we identified an opportunity to acquire and file patent rights for hydrogen production technology related to the production of pure hydrogen utilizing a unique one-step process. We entered into an agreement and have filed our first U.S. patent on October 28, 2013 and contracted with CDRF Global for the management of the research and development program to be undertaken on the technology. We have raised a total of $300,000, by way of a convertible promissory note loans, of which $222,000 will be used to fund the research and development of this technology.

Industrial Hydrogen Market

Hydrogen is a critical component in many manufacturing processes. Hydrogen users range from oil refiners and ammonia manufacturers, which use very large volumes, to microelectronics manufacturers, metals manufacturers and scientific laboratories, which use relatively small volumes on an industrial scale. Larger users usually produce their own hydrogen on-site using large-scale steam methane reformers. Small- and medium-volume users, whose requirements do not support the cost of steam methane reformers, have traditionally purchased their hydrogen from industrial gas suppliers and distributors who deliver the hydrogen by truck, with the hydrogen then stored in tanks, tubes or cylinders at the user's site.

While bulk-delivered hydrogen is widespread, it is the most expensive way to obtain hydrogen due to the high cost of packaging and delivery. The inefficiencies of bulk-delivered hydrogen are reflected in the fact that the compressed hydrogen gas cylinder weighs approximately 125 pounds but only contains about 250 cubic feet of hydrogen gas that weighs just over one pound. In addition to the high cost associated with cylinder-packaged hydrogen, there are numerous safety concerns relating to current technology for over the road delivery and storage of flammable hydrogen gas.

These cost and safety concerns are not unique to hydrogen. The industrial gas industry has already implemented on-site gas generation technologies for nitrogen and oxygen as a way of reducing cost and safety concerns for small- and medium-volume users of these gases. However, economical on-site hydrogen production has generally not been available for all but the largest volume users.

Hydrogen Economy

The hydrogen economy is a proposed system of delivering energy using hydrogen. Hydrogen advocates promote hydrogen as a potential fuel for motive power (including cars and boats), the energy needs of buildings and portable electronics. Free hydrogen does not occur naturally in quantity, but can be generated by steam reformation of hydrocarbons, water electrolysis or by other methods. Hydrogen is thus an energy carrier (like a battery), not a primary energy source (like coal). The feasibility of a hydrogen economy depends on issues of electrolysis, energy sourcing including fossil fuel use, climate change, and sustainable energy generation.

Hydrogen is industrially produced from stream reforming which uses fossil fuels such as natural gas, oil, or coal. The energy content of the produced hydrogen is less than the energy content of the original fuel, some of it being lost as excessive heat during production. Steam reforming leads to carbon dioxide emissions, in the same way as a car engine would do.


Kværner-process

The Kvaemer-process or Kvaerner carbon black & hydrogen process (CB&H) is a method, developed in the 1980s by a Norwegian company of the same name, for the production of hydrogen from hydrocarbons (CnHm), such as methane, natural gas and biogas. Of the available energy of the feed, approximately 48% is contained in the hydrogen, 40% is contained in activated carbon and 10% in superheated steam.

Biological production

Fermentative hydrogen production is the fermentative conversion of organic substrate to biohydrogen manifested by a diverse group bacteria using multi enzyme systems involving three steps similar to anaerobic conversion. Dark fermentation reactions do not require light energy, so they are capable of constantly producing hydrogen from organic compounds throughout the day and night. Photofermentation differs from dark fermentation because it only proceeds in the presence of light. For example photo-fermentation with Rhodobacter sphaeroides SH2C can be employed to convert small molecular fatty acids into hydrogen Electrohydrogenesis is used in microbial fuel cells where hydrogen is produced from organic matter (e.g. from sewage, or solid matter while 0.2 - 0.8 V is applied.

Biological hydrogen can be produced in an algae bioreactor. In the late 1990s it was discovered that if the algae is deprived of sulfur it will switch from the production of oxygen, i.e. normal photosynthesis, to the production of hydrogen.

Biological hydrogen can be produced in bioreactors that use feedstocks other than algae, the most common feedstock being waste streams. The process involves bacteria feeding on hydrocarbons and excreting hydrogen and CO2. The CO2 can be sequestered successfully by several methods, leaving hydrogen gas.

Biocatalysed electrolysis

Besides regular electrolysis, electrolysis using microbes is another possibility. With biocatalysed electrolysis, hydrogen is generated after running through the microbial fuel cell and a variety of aquatic plants can be used. These include reed sweetgrass, cordgrass, rice, tomatoes, lupines and algae.

Electrolysis of water

Hydrogen can be made via high pressure electrolysis or low pressure electrolysis of water. Current best processes have an efficiency of 50% to 80%, so that 1 kg of hydrogen (which has a specific energy of 143 MJ/kg, about 40 kWh/kg) requires 50 to 79 kWh of electricity. At 0,08 $/kWh, that's $4.00/kg, which is with traditional methods 3 to 10 times the price of hydrogen from steam reformation of natural gas. The price difference is due to the efficiency of direct conversion of fossil fuels to produce hydrogen, rather than burning fuel to produce electricity. Hydrogen from natural gas, used to replace e.g. gasoline, emits more CO2 than the gasoline it would replace, and so is no help in reducing greenhouse gases.

High-pressure electrolysis

High pressure electrolysis is the electrolysis of water by decomposition of water (H2O) into oxygen (O2) and hydrogen gas (H2) by means of an electric . . .



Item 9.01 Financial Statements and Exhibits

In accordance with Item 9.01(a), our audited financial statements for the years ended April 30, 2013 and April 30, 2012, as well as unaudited financial statements for the period ended July 31, 2013 are filed in this Current Report on Form 8-K under the heading "Financial Statements and Supplementary Data".

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K:

3.1 Articles of Incorporation of the Registrant* Certificate of Amendment to Articles of Incorporation of Amazonica, Corp. filed with the Secretary of State of the State of Nevada May 2,
3.1.1 2013**
3.2 Bylaws of the Registrant*
10.1 Exclusive Contract for Sale of Goods dated April 15, 2011 *
10.2 Form of Subscription Agreement *
10.3 Stock Purchase Agreement***
10.4 Promissory Note*** Amendment to Stock Purchase Agreement between Andre Caetano and Michael
10.5 Soursos****
10.6 Consulting Agreement between the Company and Michael Soursos*****
10.7 Consulting Agreement between the Company and G. Glazunov*****
10.8 Memorandum of Understanding between Soursos and Glazunov for patent***** Research Agreement between the Company, Glazunov and the National
10.9 Science Center of Ukraine***** U.S. Civilian Research and Development Foundation Management Agreement
10.10 ("CRDF")*****
10.11 Invoice from CDRF pursuant to Management Agreement*****
10.12 Unsecured convertible promissory note with Anton Group Hill Ltd.(1)
10.13 Patent documents filed with the U.S. Patent Office(1)

* filed as the corresponding exhibit to the Form S-1 (Registration No. 333-174304) effective as of August 15, 2011 ** filed as the corresponding exhibit to the Current Report on Form 8-K filed by the Company on July 25, 2013

*** filed as the corresponding exhibit to the Current Report on Form 8-K by the Company on September 3, 2013

**** filed as the corresponding exhibit to the Current Report on Form 8-K by the Company on October 2, 2013
***** filed as the corresponding exhibit to the Current Report on Form 8-K by the Company on October 7, 2013
(1) Filed herewith


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