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
NOVEMBER 5, 2010
Date of Report (Date of earliest event reported)
Commission File Number: 005-85380
ALASKA PACIFIC ENERGY CORP.
(Exact name of registrant as specified in its charter)
NEVADA 10949905 20-4523691
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
UNIT 625, 2005 COSTA DEL MAR ROAD, CARLSBAD CA, 92009
(Address of Principal Executive Offices) (Zip Code)
604-274-1565
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Common
------
Name of each exchange on which registered: OTC Bulletin Board
Securities registered pursuant to section 12(g) of the Act:
COMMON
(Title of class)
Check the appropriate box below; if the Form 8-K 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 communication pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)).
[ ] Pre commencement communication pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)).
AVAILABLE INFORMATION
Alaska Pacific Energy Corp. files annual, quarterly and current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "SEC"). You may read and copy documents referred to in this Report on Form
8-K that have been filed with the SEC at the SEC's Public Reference Room, 450
Fifth Street, N.W., Washington, D.C. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also
obtain copies of our SEC filings by going to the SEC's website at
http://www.sec.gov.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 5, 2010 Alaska Pacific Energy Corp. (the "Company") (OTCBB.ASKE),
reported that the Amended Share Purchase and Sale Agreement (See Form 8-K filed
September 22, 2010) between the Company and Engineering Technology Inc.
("Entec") which was to be finalized on October 31, 2010, will not be completed
and is null and void. APEC made a legitimate and timely offer to purchase Entec
for the full amount as agreed to in the purchase agreement, however, Entec
decided that they prefer to remain a private company and turned down the offer.
As announced in early June 2010, the Company had entered into the purchase
agreement to acquire all the outstanding shares and assets of Entec, a
Calgary-based private company. The Company and Entec had also signed an Amended
Share Purchase and Sale Agreement. Pursuant to that amended agreement, the
Company was to issue Entec a convertible debenture comprised of 27 million
shares, which would have included the 15 million shares of the Company's common
stock that were previously issued to Entec under a License Agreement dated March
18, 2010, and 12 million shares that were to be issued under the Amended
Purchase Agreement. Entec and the Company have mutually agreed to cancel the
15,000,000 restricted common shares issued to Entec as part of the above noted
License Agreement between the Company and Entec and cancel the License
Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.10 Cancellation of Technology Licensing Agreement between Alaska
Pacific Energy Corp. and Engineering Technology, Inc., dated
November 5, 2010
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.
Dated: November 9, 2010
ALASKA PACIFIC ENERGY CORP.
By: /s/ James R. King
-----------------
James R. King
President, Chief Executive Officer and Director
TECHNOLOGY LICENSE CANCELLATION AGREEMENT
THIS CANCELLATION AGREEMENT is made as of the 5th day of
November, 2010
BETWEEN:
ALASKA PACIFIC ENERGY CORP.
a public company incorporated under the laws of the State of
Nevada with its address at 2005 Costa Del Mar Road, Carlsbad
CA, 92009 (hereinafter referred to as "APEC")
PARTY OF THE FIRST PART
and
ENGINEERING TECHNOLOGY INC.
a private company incorporated under the laws the Province of
Alberta, Canada, with its address at #24 12110 40th Street,
Calgary, Alberta, Canada T2Z 3B9. (hereinafter referred to as
"ENTEC")
PARTY OF THE SECOND PART
WHEREAS APEC and Entec executed a Technology License Agreement dated the 18th
day of March, 2010;
AND WHEREAS both parties have agreed to terminate the Technology License
Agreement in its entirety;
AND WHEREAS In consideration of the Technology License granted, the license fees
paid by APEC to Entec consisted of fifteen million (15,000,000) common shares of
the capital stock of APEC.
NOW THEREFORE, in consideration of this CANCELLATION AGREEMENT the Parties
hereby agree to the following:
1. Entec will return to APEC, all fifteen million (15,000,000) common shares of
the capital stock of the APEC for cancellation of said shares together with any
documentation required to properly execute the cancellation of the shares.
2. APEC will return to ENTEC all necessary documentation respecting the granting
of the Technology License Agreement together with the documentation required to
properly cancel the said Technology License Agreement.
IN WITNESS WHEREOF the Parties have executed this Cancellation Agreement as of
the date first written above.
ON BEHALF OF ALASKA PACIFIC ENERGY CORP.
/s/ James R. King
---------------------------------------------------
James R. King, President, Director, Authorized Signatory
ON BEHALF OF ENGINEERING TECHNOLOGY LTD
/s/ Grant Jameson
---------------------------------------------------
Grant Jameson, President, Director, Authorized Signatory