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): August 31, 2014
Well Power, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-53985 |
N/A |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
11111 Katy Freeway-Suite #910
Houston, Texas |
77079 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (713)
973-5738
_________________________________________________________
(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 (17CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 22, 2014, Well Power, Inc., a Nevada corporation (the
“Company”), entered into an Exclusive License and Distribution Agreement (the “License Agreement”) with
ME Resource Corp. (“MEC”), a Canadian publicly listed company. Under the License Agreement, MEC appointed the Company
as its exclusive distributor of Wellhead Micro-Refinery Units (MRUs) for the initial state of Texas and thereafter the first right
of refusal on additional territories in the US (“Territory”), provided the Company maintains the financial, operational,
and technical resources to expand into those additional territories (the “License”).
On August 31, 2014, the Company entered into an Exclusive License
for Additional Territories and a Purchase Order for a Prototype (the “Agreement”). Under the Agreement, the Company
agreed to pay MEC a non-refundable license payment of $250,000 to extend the Territory to include Montana. The payment is due on
or before October 31, 2014. The license fee will be used towards the engineering and deployment of a full-scale pilot project in
the territory, and after the successful demonstration of the pilot project the Company will have earned its exclusive right to
distribute the MRU in the State of Montana.
The agreement calls for a prototype MRU that is expected to be skid
mounted (transportable) and have the ability to process a maximum of 100 MCF/day of natural gas into stable liquid hydrocarbons
(synthetic fuels) and process gas for power. The prototype MRU will be developed into a full-scale pilot project and will be used
for research and development purposes. The total price of the prototype MRU will be $1,200,000 with a 30% deposit due upon acceptance
of the purchase order and issuance of invoice by MEC. With this agreement in place the Company has reserved the opportunity to
work with incumbent Oil and Gas landowners and operators showcasing the prototype.
The prototype MRU will differ from the commercial MRUs that will
be deployed in the Territory. The prototype MRU will be used for ongoing Research and Development and thus increased engineering
costs will be incurred. The plan is to set up a prototype unit in the Montana territory due to the number of inquiries the Company
has been receiving. As such, we will need to raise money for the costs associated with the prototype MRU and the Company will share
the cost with MEC and the operator.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed with the Securities
and Exchange Commission as Exhibit 10.1 to this Current Report on Form 8-K.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.03 - CREATION OF A DIRECT FINANCIAL OBLIGATION
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Section 9 – Financial
Statements and Exhibits
Item 9.01 Financial Statements
and Exhibits
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.
Well Power, Inc.
/s/ Dan Patience
Dan Patience
President
Date: October 20, 2014
EXCLUSIVE
LICENSE FOR ADDITONAL
TERRITORES
PURCHASE
ORDER FOR PROTOTYPE
THIS
AGREEMENT made as
of the 31st
of August 2014.
BETWEEN:
ME
RESOURCE CORP., a
corporation incorporated under
the laws of
the Province of British
Columbia and having
its head office
at Suite 900 555 Burrard Street,
Vancouver, British Columbia, Canada V7X 1M8.
(hereinafter
called "MEC")
OF
THE FIRST PART
AND
WELL
POWER INC., a
company incorporated under
the laws of
the NEVADA, and having
its head office at
Suite #910, 11111
Katy Freeway Houston, Texas
77079
(hereinafter
called the "WPI")
OF
THE SECOND PART
WHEREAS
MEC is the
developer and manufacturer
of the products
listed and described in
technical detail in
the Exclusive License and Distribution
Agreement dated January 22, 2014. ("Exclusive
License")
WHEREAS,
MEC and WPI
understand that prior
to exclusivity being granted
to WPI, a full-scale
pilot project will
have to be
established within the
prescribed Territory, at a site
determined by WPI and agreed upon by
all parties.
WHEREAS,
WPI has obtained
from MEC the
exclusive right to
distribute and deploy the
Products in Texas
and first right
of refusal to oil and gas
producers, operators, and service providers (hereto after referred
to as the
"Territory") on the terms
and subject to the conditions
contained in the Exclusive
License.
And
WHEREAS, WPI wishes
to extend its License
to Additional Territory
of Montana; and wishes to
issue a purchase
order for one Micro Refinery
Test Units on
the terms and subject to
the conditions contained herein
set out.
NOW
THEREFORE THIS AGREEMENT
WITNESSES that in
consideration of the respective
covenants and agreements
of the parties
contained herein,
the sum of
one dollar now paid by each
party hereto to each
of the other parties hereto, and
other good and valuable consideration
(the receipt and sufficiency of which hereby
acknowledged by each of
the parties hereto), it is
agreed as follows:
1.
Appointment of Additional
Territory
| 1.1. | MEC
appoints WPI
as its
exclusive distributor in
the additional
territory of Montana ("Additional
Territory")
for the
Products upon the terms
and conditions herein set out;
and on the terms and subject
to the conditions contained in the Exclusive License. |
| 1.2. | The
WPI hereby
accepts its
appointment as its
exclusive distributor
in the Additional
Territory and
agrees to purchase
the Products
from MEC
upon the terms and
conditions herein set out;
and on the
terms and subject to the conditions
contained in the Exclusive License. |
2.
Additional Territory
Fee
| 2.1 | A
$250,000 non-refundable
license payment
for the
exclusive distribution
rights to
distribute or
deploy the
Products in
the Additional
Territory, except as herein
provided. The payment will
be invoiced
and due
in 60 days. This fee will
be used towards
the engineering and
development of a Territory specific
full-scale pilot
project and only after the successful operation
of this pilot project, will the
exclusive license
be granted.
WPI understands the Products are in
the early stage of development and
prototype needs to
be developed specifically for
operation in
each Territory; and MEC cannot concisely
design and will not
be liable
for any specific
deliverables of the Micro Refinery Units. |
| 2.2 | These
Additional Territories
will be
considered as
an amendment to
the original Territory
of Texas
and will
be considered
under the
same terms and subject
to the
same conditions
as the definition of
Territory contained in
the Exclusive License. |
3.
Purchase Order for
a Prototype Micro
Refinery Unit
| 2.1 | WPI
specifies this agreement
as a
purchase order
for a
Prototype Micro Refinery
Unit. This
unit will
be skid
mounted (transportable)
and have
the ability to process a maximum of 100 MCF/day
of natural gas into stable
liquid hydrocarbons and fuel quality gas
to be
used to produce power
from external natural gas power generators.
This Prototype
Micro Refinery
Unit will
be developed into a full-scale
pilot project and will be
used for research and development purposes. |
| 2.2 | The
total price
for this
Prototype Micro
Refinery Unit
will be
USD$1,200,000 with a
30% Deposit
due upon
acceptance of
the purchase
order and
issuance of invoice. |
GENERAL
CONTRACT PROVISIONS
| 3.1 | All
notices,
requests,
demands, purchase
orders or
other communications
(collectively, "Notices")
by the
terms hereof
required or
permitted to
be given
by one party to
any other party, or
to any other person shall be given
in writing by personal
delivery or by
registered mail, postage prepaid, and
by facsimile transmission
to such other party
as follows: |
(a)
To MEC at: ME Resource
Corp.
Suite
900, 555 Burrard
Street,
Vancouver,
British Columbia, Canada
V7X 1M8
Tel:
(604) 893 7033
Fax:
(604) 692 2801
(b)
To WPI at: Well
Power Inc.
C/o:
Cane and Clark
3273
Warm Springs Rd.
Las
Vegas, NV 89120
Tel:
702.312.6255
Fax:
702.944.7100
or
at such other address
as may be
given by such
person to the
other parties hereto in
writing from time
to time. If
any party bound hereby or any
permitted transferee of shares hereunder
shall not have given the parties hereto
notice setting forth an address for
the giving of Notices, the Notice
for such person shall be
deemed to have been properly given
if given in accordance with
the terms hereof as if given
to the transferor(s) of such shares.
All
such Notices shall
be deemed to have
been received when
delivered or transmitted, or,
if mailed, 48
hours after 12:01 a.m. on the day following the
day of the mailing thereof. If
any Notice shall
have been mailed and if regular mail
service shall be interrupted by strikes
or other irregularities, such Notice shall
be deemed to have been received 48 hours
after 12:01 a.m. on the day following the resumption
of normal mail service, provided that
during the period that regular mail service shall
be interrupted all Notices shall be given
by personal delivery or by facsimile transmission.
| 3.2 | The
parties shall
sign such
further and
other documents,
cause such meetings to
be held,
resolutions passed
and by-laws
enacted,
exercise their cote and influence,
do and perform
and cause to be
done and performed such
further and
other acts and
things as may be
necessary or desirable in order
to give full effect
to this Agreement and every
part thereof. |
| 3.3 | This
Agreement may
be executed
in several
counterparts, each
of which
so executed shall
be deemed
to be
an original
and such counterparts
together shall
be but one and the same
instrument. |
| 3.4 | Time
shall be
of the
essence of
this Agreement
and or
every part
hereof and no
extensions or
variation of
this Agreement
shall deploy as a
waiver of this provision. |
| 3.5 | This
Agreement constitutes
the entire
Agreement between
the parties
with respect to
all of
the matters herein
and its
execution has
not been induced by,
nor do any
of the parties rely
upon or regard as
material, any representations or writings
whatever not incorporated herein
and made
a part hereof and
may not be
amended or
modified in any
respect except by written instrument
signed by
the parties hereto.
The Schedules
referred to herein are incorporated herein
by reference and
form part of the Agreement. |
| 3.6 | This
Agreement shall
ensure to
the benefit of
and be
binding upon
the parties and
their respective
heirs, executors, administrators,
successors, legal representatives
and permitted assigns. |
| 3.7 | Unless
otherwise provided
for herein,
all monetary
amounts referred
to herein shall
refer to
the lawful
money of
Canada. |
| 3.8 | The
division of
this Agreement into
articles and
sections is
for convenience of
reference only
and shall
not affect
the interpretation or construction of this
Agreement. |
| 3.9 | This
Agreement shall
be governed
by and construed in
accordance with the
laws of
the Province
of British
Columbia and
the federal
laws of Canada applicable therein
and each of the parties hereto
agrees irrevocably to conform to
the non-exclusive jurisdiction of
the Courts of such Province. |
| 3.10 | In
this Agreement,
words importing
the singular
number shall
include the plural
and vice
versa, and
words importing
the use
of any
gender shall include the
masculine, feminine and neuter genders
and the word "person" shall
include an individual,
a trust, a partnership, a body corporate,
an association or
other incorporated
or unincorporated organization or
entity. |
| 3.11 | When
calculating the
period of
time within
which or
following which
any act is
to be
done or
step taken
pursuant to this Agreement, the date
which is the reference date in calculating such period shall
be excluded. If the
last day of
such period is
not a Business Day, then the time
period in question shall end on
the first
business day following such
non-business day. |
| 3.12 | Any
references in
the Agreement
to any
law, by-law,
rule, regulation, order
or act
of any
government,
governmental body
or other
regulatory body
shall be construed as a reference
thereto as
amended or re-enacted from time to
time or
as a reference to any successor thereto. |
| 3.13 | If
any
Article,
Section or
any portion
of any
Section of this
Agreement is
determined to
be unenforceable or
invalid for any
reason whatsoever
that unenforceability or invalidity shall
not affect the enforceability or validity
of the
remaining portions of this Agreement
and such unenforceable or invalid Article, Section
or portion thereof
shall be severed
from the remainder of
this Agreement. |
| 3.14 | In
the event
of conflict
between one
or any
portion of
any Section
of these Terms
and Conditions
and of
the terms
of any
previous agreements, the provisions of these Terms and Conditions
shall prevail. |
| 3.15 | The
parties hereto
agree that
this Agreement
may be
transmitted by
facsimile or
such similar
devise and
the reproduction
of signatures
by facsimile or
such similar
device will be treated as
binding as if original and
each party
hereto undertakes
to provide
each and every other
party hereto with a
copy of the Agreement bearing original
signatures forthwith upon demand. |
IN
WITNESS WHEREOF the
parties have duly
executed this Distribution
Agreement as of the
date first above
written.
ME
Resource Corp. |
|
Per:
/s/ N S Jagpal |
Navachand
Jagpal |
|
Well
Power, Inc. |
|
Per:
/s/ Dan Patience |
Dan
Patience |