U.S.
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
of
earliest event reported)
DATE
OF REPORT (DATE OF EARLIEST EVENT REPORTED) February 20, 2012
____________________
Commission
File No. 333-123465
____________________
Universal
Bioenergy, Inc.
(Exact
name of small business issuer as specified in its charter)
Nevada
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20-1770378
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(
State
or other jurisdiction of
incorporation
or organization)
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(IRS Employer Identification No.)
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19800
MacArthur Blvd. Ste. 300
Irvine,
CA 92612
(Address of principal executive offices)
(949)
559-5017
(Issuer’s telephone number)
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
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))
As
used in this report, the terms "we", "us", "our", "our company" “Universal”
refer to Universal Bioenergy, Inc., a Nevada corporation.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our
disclosure and analysis in this Current Report on Form 8-K contains some forward-looking statements. Certain of the matters discussed
concerning our operations, cash flows, financial position, economic performance and financial condition, and the effect of economic
conditions include forward-looking statements.
Statements
that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects,"
"anticipates," "intends," "plans," "believes," "estimates" and similar expressions
are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections
of orders, sales, operating margins, earnings, cash flow, research and development costs, working capital, capital expenditures
and other projections, they are subject to several risks and uncertainties.
Investors
are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments
may differ materially from the expectations expressed in the forward-looking statements.
As
for the forward-looking statements that relate to future financial results and other projections, actual results will be different
due to the inherent uncertainty of estimates, forecasts and projections may be better or worse than projected. Given these uncertainties,
you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates
and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking
statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes
in circumstances or changes in expectations or the occurrence of anticipated events. You are advised, however, to consult any
additional disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.
Item
1.01.
Entry into a Material Definitive Agreement.
Universal
Bioenergy Corporation, a Nevada corporation (the “Company”), and
Whitesburg Friday Branch
Mine LLC, a Kentucky Limited Liability Company
(“WFBM” or “Whitesburg”)
with its principal offices
at 1541 Downtown West Boulevard, Knoxville, Tennessee 37919,
entered into a Member Interest Exchange Agreement (the “Agreement”)
dated October 17, 2011. Pursuant to the Agreement, and subject to the terms and conditions set forth therein, and the
subsequent amendment to the Agreement (the “Amendment”) dated February 20, 2012, the Company acquired forty percent
(40%) of the Member Interests of Whitesburg, from JLP and Partners LLC, a Kentucky Limited Liability Company (“JLP”),
in exchange for consideration consisting of two million, seven hundred thousand dollars ($2,700,000) payable in cash, debt instrument
and/or and common stock of the Company pursuant to the terms and conditions set forth in the Agreement.
Pursuant
to the Agreement and following the execution of the Amendment, the parties acknowledged they have properly and timely performed
all terms and conditions as required pursuant to the Agreement, and therefore the transaction contemplated by the “Member
Interest Purchase Agreement” (Agreement), and the Amendment was “Closed” on February 20, 2012.
The
completion of the acquisition was approved by the Board of Directors of the Company.
Each
of the Company and Whitesburg has made customary representations and warranties in the Member Interest Exchange Agreement.
Whitesburg has also agreed to various covenants in the Member Interest Exchange Agreement, including, among other things, (i)
to conduct its business in the ordinary course consistent with past practice in all material respects during the period between
the execution of the Agreement and the Closing of the transaction, and (ii) not to solicit alternate transactions.
“Whitesburg”
is engaged in the business of coal mining, operations and coal production at a coal mining property known as the Whitesburg Friday
Branch Mine, located at Friday Branch Road, in Whitesburg, Kentucky for the marketing of “Thermal/Steam” non-coking
coal in the United States of America.
Thermal/Steam
coal is used as a primary source of energy for coal fired powered plant electric generation. The Whitesburg Mine operates, mines
and markets thermal coal in Letcher County in eastern Kentucky for sale to electric utilities for use in coal fired power plant
electric generation. The Whitesburg mining operations are the surface and high wall mining type and does not include any underground
mining. Whitesburg’s
management has represented that it owns the leases for the coal mineral rights, has the mining
permits from the State of Kentucky and expects to start full mining production in March
2012.
Universal’s
management believes that the association with Whitesburg for the production and marketing of high grade thermal coal should give
it a high margin energy product to sell to its electric utility and coal production customers.
The
Member Interest Exchange Agreement has been attached as an Exhibit to this report in order to provide investors and security holders
with information regarding its terms. It is not intended to provide any other financial information about the Company, Whitesburg
Friday Branch Mine LLC, or their respective subsidiaries and affiliates. The representations, warranties and covenants contained
in the Member Interest Exchange Agreement were made only for purposes of that Agreement and as of specific dates; were solely
for the benefit of the parties to the Member Interest Exchange Agreement; may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Member Interest Exchange Agreement instead of establishing these matters as facts; and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company,
Whitesburg Friday Branch Mine LLC or any of their respective subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties and covenants may change or be waived after the date of the Agreement, which
subsequent information may or may not be fully reflected in public disclosures by the Company and Whitesburg Friday Branch Mine
LLC except as required pursuant to the disclosure requirements of the Securities Exchange Act of 1934, as amended.
Additional
Summary of the Purchase Agreement
The
Company was granted the right, but not the obligation, to conduct exploration, drill and develop the real property, to produce
and market any and all Petroleum and Natural Gas (methane), and related hydrocarbons produced from the development the real property
owned, managed or controlled by Whitesburg Friday Branch Mine
,
and from all geological formations
under the property, and Leases, and/or from any new and/or existing gas wells.
The
Company shall be granted One (1) Seat on “Whitesburg’s” Board of Directors, or appointed as a Managing Member
to represent the interests of the Company and its shareholders, according to Whitesburg’s Operating Agreement.
The
foregoing description of the Member Interest Exchange Agreement is only a summary, does not purport to be complete, and is qualified
in its entirety by reference to the Member Interest Exchange Agreement.
Item
2.01 - Acquisition Or Disposition Of Assets.
See Item
1.01 above.
Item
3.02 - Unregistered Sale Of Equity Securities.
See Item
1.01 above.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No
.
Description
2.1 Member Interest Exchange Agreement by and among Universal Bioenergy Inc., and
Whitesburg Friday Branch Mine LLC, dated October 17, 201
2.2 Amendment to Member Interest Exchange Agreement dated February 20, 2012
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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Universal
Bioenergy, Inc
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Date: February
28, 2012
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By:
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/s/
Vince M. Guest
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Vince
M. Guest
Chief
Executive Officer
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