Current Report Filing (8-k)
August 01 2019 - 5:13PM
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)
August 1, 2019 (July 31, 2019)
BLUE
EAGLE LITHUM INC.
(Exact
name of registrant as specified in its chapter)
Nevada
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000-55588
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35-2636271
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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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2831
St Rose Parkway Suite 200 Henderson, NV 89052
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code (
702) 899-3369
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
The
Company’s common stock currently trades on the OTC Market under the symbol “BEAG.”
Item
5.06
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Change
in Shell Company Status.
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On
July 31, 2019, Blue Eagle Lithium Inc. (the “
Company
”) filed its Annual Report on Form 10-K (the “
10-K
”)
with the U.S. Securities and Exchange Commission (the “
Commission
”), in which, among other things, the Company
disclosed the following:
On
April 22, 2019, the Company entered into a purchase and sale agreement (the “
Purchase and Sale Agreement
”)
with Rangefront Consulting, LLC, DBA Rangefront Geological (“
Rangefront Geological
”), a geology and
exploration company based in Elko, Nevada, to purchase a 100% working interest in 50 mineral claims covering 1,000 acres in the
Railroad Valley region in the State of Nevada with an option to acquire an additional 26 mineral claims comprising of 520 acres
in the Railroad Valley region in the State of Nevada. The parties agreed on a purchase price for the 50 mineral claims by the
Company issuing and delivering to Rangefront Geological 200,000 restricted shares in Common Stock. The agreed purchase price for
the additional 26 mineral claims will be a further issuance and delivery of 100,000 restricted shares in Common Stock, which was
issued and delivered on May 14, 2019.
The
Company also entered into a work program with RangeFront on June 8, 2019 whereby the Company advanced $10,000 deposit to commence
Phase 1 work on the Railroad Valley 5,520 acres property. The total cost for Phase 1 is $57,800. Upon delivery of the summary
report for the Phase 1 work, the Company agreed to issue RangeFront 50,000 restricted shares of Common Stock.
As
of the date of this Report, the Company’s total land package in the Railroad Valley region in the State of Nevada is approximately
5,520 acres (approximately 2,223 hectares).
The
information contained in the 10-K, together with the information contained in the Company’s Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K filed with the Commission during the Company’s fiscal years 2018 and 2019 constitute the
current “Form 10 Information” necessary to satisfy the conditions contained in Rule 144(i)(2) under the Securities
Act of 1934, as amended. As such, the Company has ceased to be a shell company upon the filing of the 10-K, which included information
required by Form 10.
The
above description and information is not intended to be exhaustive and you are encouraged to read the 10-K in its entirety, including
the risks to the Company under the section entitled “Risk Factors” in the 10-K. The information in the 10-K and the
accompanying exhibits filed therewith are hereby incorporated by reference in their entirety.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Blue Eagle Lithium Inc., has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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BLUE
EAGLE LITHIUM INC
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Dated:
August 1, 2019
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By:
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/s/
Rupert Ireland
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Name
and Title: Rupert Ireland,
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Chief
Executive Officer
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