_____________________________________________________________________________
|
ITEM 1.01
|
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
|
_____________________________________________________________________________________
Release and Settlement Agreement
On February
22, 2008 Planktos Corp. (the “Company”), in concurrence with its wholly owned
subsidiary Planktos, Inc., entered into a Settlement and Release Agreement with Russ
George, Solar Energy Limited (“Solar”), and Nelson Skalbania for the purposes
of separating the services and know how of Russ George, from each of the Company, Planktos,
Inc., and Solar (the “Agreement”).
The Company
is a majority owned subsidiary of Solar. Planktos, Inc. is a wholly owned subsidiary of the
Company while D2Fusion, Inc. is a wholly owned subsidiary of Solar. Russ George was
formerly the sole executive officer and a director of the Company. Nelson Skalbania is the
chief executive officer and a director of Solar.
The
Agreement provides that Russ George resign his positions as the Company’s chief
executive officer, chief financial officer and principal accounting officer, resign from
the Company’s board of directors and return to Solar for cancellation three million
five hundred thousand (3,500,000) shares of Solar that were issued to him for his ownership
interest in Planktos, Inc. and D2Fusion, Inc. in exchange for a return to him of the
proprietary know-how associated with ocean fertilization concept. Parties to the Agreement
further agreed to forego any possible claims against each other and to cooperate in
resolving outstanding issues associated with the Company’s business.
_____________________________________________________________________________________
|
ITEM 2.01
|
COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS
|
_____________________________________________________________________________________
Offer
to Purchase (Klimafa)
On February
1, 2008 the Company and Planktos, Inc. executed an Offer to Purchase with Dr. David Gazdag
to document the sale of Planktos, Inc.’s sixty percent (60%) interest in Klimafa S.A.
(“Klimafa”), a company focused on the sequestration of carbon dioxide with the
planting of new forests. The disposition closed effective February 21, 2008 with the
execution of an Agreement on Transfer of Business Shares.
Dr. Gazdag
was formerly a minority interest holder in Klimafa.
The Offer
to Purchase provides that Planktos, Inc. convey its interest in Klimafa to Dr. Gazdag in
exchange for two hundred and fifty thousand dollars ($250,000) in the form of a convertible
debenture with a repayment term being the earlier of ten years or Klimafa’s
generation of cash flow, bearing four percent (4%) per annum, convertible into sequestered
tones of carbon dioxide credits and the right to participate in any new financing
arrangements for Klimafa.
2
Sale
of the Weatherbird II
On January
21, 2008, the Company entered into a letter of intent with the St Petersburg Environmental
Research Center (“SPERC”) to sell its research vessel the Weatherbird II
according to certain terms and conditions in exchange for a purchase price of $1,000,000 of
which $100,000 was paid on acceptance of the letter of intent. Further to mutual agreement,
the terms of the letter of intent were subsequently assigned to Sperc Explorer, Inc. The
balance of the purchase price was paid to the Company on February 29, 2008 at which time
title to the Weatherbird II passed to Sperc Explorer, Inc.
______________________________________________________________________
|
ITEM 5.02
|
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
|
_____________________________________________________________________________________
(a) Effective March 3, 2008,
the Company’s board of directors accepted the resignation of Russ George from the
board of directors.
(b) Effective March 3, 2008, the
Company’s board of directors accepted the resignation of Russ George as the
Company’s chief executive officer, chief financial officer and principal accounting
officer.
(c) Effective March 3, 2008,
the Company’s board of directors appointed Robert Fisher as chief executive officer,
chief financial officer and principal accounting officer.
Mr. Fisher graduated from Trinity College Dublin University with MA, BA
and B.Comm degrees and qualified as a Canadian Chartered Accountant. He has over 20 years
experience working in real estate development and the hospitality industry. Most recently
Mr. Fisher was the president of International RV Resort Management Consultants, Inc. based
in Vancouver, British Columbia and Spokane, Washington and was responsible for the
development and management of RV parks in Washington and California. Prior to that, he was
the vice-president of development for Onterra RV Resorts, Inc., a Vancouver, British
Columbia and San Francisco, California based company that acquired and repositioned RV
resorts in several California locations. He has also acted as a partner and consultant to
various retail, investment and hotel development projects in Canada and the United
States.
Mr. Fisher
has served as a director of the Company since December 15, 2006 and acted as the
Company’s chief executive officer, chief financial officer and principal accounting
officer from December 15, 2006 until March 13, 2007.
The Company
has not entered into any related transactions with Mr. Fisher and has not entered into any
employment agreement in connection with his appointment as chief executive officer, chief
financial officer and principal accounting officer.
_____________________________________________________________________________________
3
_____________________________________________________________________________________
The
Company’s board of directors has decided to abandon any future ocean fertilization
efforts that were once intended to restore marine plant life and generate ecological
offsets for the global carbon credit market. Due to widespread opposition to plankton
restoration in the environmental world, the Company has encountered serious difficulty in
raising the capital needed to fund a series of ocean research trials. The result being that
the Company has been forced to let valued employees go and will close its Foster City,
California office at the end of this month.
_____________________________________________________________________________________
____________________________________________________________________________
|
ITEM 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS
|
_____________________________________________________________________________________
_____________________________________________________________________________________
________________________________
|
(d)
|
The following exhibits are included as part of this
report:
|
_____________________________________________________________________________________
SIGNATURE
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.
|
By:
/s/ Robert
Fisher
|
March 28, 2008
|
Name:
Robert Fisher
|
Title:
|
Chief Executive Officer
|
4
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