awna8-k.htm
UNITED
STATES
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): April 11, 2008 (April 8,
2008)
Atlantic
Wine Agencies, Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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333-63432
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65-1102237
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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Mount
Rosier Estate (Pty) Ltd.
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Farm
25 A-Sir Lowry’s Pass Village
Somerset
West, 7129
South
Africa
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(Address
of principal executive offices)
(Zip
code)
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011.27.218.581130
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(Registrant’s
telephone number, including area code)
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(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:
[ ]
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))
Item 8.01 Other
Events
On
April 8, 2008, Atlantic Wine Agencies, Inc., ("Atlantic") issued a press
release announcing that it had executed a letter of intent ("Letter of Intent")
with Independence Energy Corporation, a privately held company located in
Alberta, Canada (“IEC”), that sets forth an agreement in principal for Atlantic
to acquire all of IEC’s issued and outstanding common shares
(“Acquisition”).
The
Acquisition is based upon securing an operating oil and gas production company
with assets consisting of 31 sections of land under direct ownership and 80
sections held under farm-in agreements with six producing gas wells together
with pipeline and infrastructure collection facilities.
In
an effort to enhance shareholder value, Atlantic’s Board of Directors sought out
a business in the energy sector which was positioned to profit from the
continued growth and strength in the price of oil as well as the emerging
reliance and appreciation in price of domestic natural gas. The Board has spent
considerable time and energy identifying potential targets and reviewing assets
throughout North America with the goal of providing substantial value and
potentially significant long term growth for the current Atlantic shareholders.
IEC appears to be a suitable candidate as it has successfully explored and
developed reserves as well as contributed to a reliable ongoing rate of
growth.
Consideration
for the Acquisition will consist of a share exchange agreement the specific
terms of which will be determined in accordance with a valuation of IEC’s
interests based upon a geological reserve report prepared by an independent
third party. The Letter of Intent and Acquisition is subject to the completion
of due diligence, board and shareholder approvals, the satisfaction/release of
any security interests held in IEC’s interests to be conveyed, and the execution
of definitive agreements.
Other
material terms of the Letter of Intent are as follows:
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·
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Atlantic
shall recapitalize the number of shares of common stock outstanding
through a reverse stock split of 25:1 thereby resulting in 4,520,798
shares outstanding immediately prior to the Share
Exchange
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Atlantic
shall issue approximately 40,000,000 shares in exchange for IEC’s assets
and certain expenses related to the Share
Exchange
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Atlantic
shall change its name to “First Canadian Petroleum Corporation” or a
similar name
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Although
there can be no assurances, the parties to the Letter of Intent have allocated
approximately 30 days to complete their due diligence efforts and anticipate
signing the definitive agreements within that time, with a closing within 30
days thereafter.
The
press release issued by Atlantic Wine Agencies, Inc., on April 8, 2008
announcing this event is incorporated herein by reference and is attached as
Exhibit 99.1.
Item
9.01 Financial Statements and
Exhibits
99.1
Press Release Issued by Atlantic Wine Agencies, Inc., on April 8,
2008.
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.
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Atlantic Wine Agencies,
Inc. |
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Date:
April 11, 2008
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By:
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/s/ Adam
Mauerberger |
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Adam
Mauerberger |
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President |
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release issued by Atlantic Wine Agencies, Inc. on April 8,
2008.
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