Atlantic Wine Agencies Inc - Current report filing (8-K)
July 08 2008 - 1:21PM
Edgar (US Regulatory)
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): July 8, 2008 (July 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 1.02. Termination of a Material Definitive Agreement
On July 8,
2008, Atlantic Wine Agencies, Inc., (the "Company") terminated a share exchange
agreement it had entered with
Independence
Energy Corporation f/k/a Endeavor Energy Corporation (“Endeavor”), a privately
held company located in Alberta, Canada, on May 16, 2008 (the
"Agreement").
The
acquisition was to be 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.
Consideration
for the acquisition was to consist of a share exchange subject to
certain conditions, one of which was the completion of our
satisfaction regarding due diligence materials. However,
Endeavor
failed to satisfy us with respect to such matters. As a result, the
Company terminated the Agreement, effective today.
Item
9.01 Financial Statements and
Exhibits
(c) Exhibits.
The
following documents are being filed herewith by Atlantic Wine Agencies, Inc., as
exhibits to this Current Report on Form 8-K:
10.1
Termination
Letter
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:
July 8, 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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10.1
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Termination
Letter
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