Fairview Energy Corp 8-K mainbody
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) August 3, 2006
____________________
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FAIRVIEW
ENERGY CORPORATION, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Nevada
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333-130906
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N/A
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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585
Milsom Wynd, Delta, B.C., Canada
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V6B
2M9
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (604)
943-5200
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement.
Prior
to
August 2, 2006, our business plan was focused on commencing business operations
in the hydro-electric energy sector by identifying and developing “run-of-river”
projects in British Columbia. “Run-of-river” hydro-electric projects involve the
diversion of water in a river or stream into a pipe that runs downhill.
.
On
or
about August 2, 2006, our management was presented with a business opportunity
by the management of a private company with operations in California named
Akeena Solar, Inc. (“Akeena”) that upon evaluation proved more interesting than
our previous business plan. As a result, our management suspended its efforts
in
relation to our original business plan and entered into negotiations with
Akeena. After conducting due diligence and concluding negotiations it was
determined that a reverse acquisition of Akeena was less speculative and
contained greater benefits for us than identifying and developing “run-of-river”
hydro-electric projects in Canada. In order to pursue this new business
opportunity, we terminated our marketing and sales activities and entered into
negotiations for a merger with Akeena.
In
contemplation of a possible transaction with Akeena, on August 3, 2006, we
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with
Fairview Energy Corporation, Inc., a Delaware corporation and our wholly-owned
subsidiary (“Fairview-DE”), for the purpose of reincorporating in the State of
Delaware (the “Merger”). On August 4, 2006, we merged with Fairview-DE so that
we, and Fairview-DE, became a single corporation (the “Surviving Corporation”),
which exists under, and is governed by, the laws of the State of
Delaware.
As
a
result of the Merger, all of our assets, property, rights, privileges, powers
and franchises became vested in and held and enjoyed by the Surviving
Corporation and the Surviving Corporation assumed all of our obligations.
Item
3.03. Material
Modification to Rights of Security Holders.
Upon
the
effectiveness and as a result of the Merger, the Certificate of Incorporation
and By-laws of Fairview-DE became the Certificate of Incorporation and By-laws
of the Surviving Corporation.
Each
share of our common stock, par value $0.001 per share, which was issued and
outstanding immediately prior to the Merger was converted into 1.084609 issued
and outstanding shares of common stock, par value $0.001 per share, of the
Surviving Corporation (the “Common Stock”), so that the holders of all of the
issued and outstanding shares of our common stock immediately prior to the
Merger are the holders of Common Stock of the Surviving Corporation. All shares
of Fairview-DE owned by the Company immediately prior to the Merger were
surrendered and cancelled.
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Reference
is made to the disclosure set forth under Item 3.03 above, which disclosure
is
incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FAIRVIEW
ENERGY CORPORATION, INC.
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Dated:
August 4, 2006
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By:
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/s/
Bruce Velestuk |
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Name:
Bruce
Velestuk
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Title:
President
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(Principal
Executive Officer and Principal Financial
Officer)
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