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): October 7, 2008 (September
22, 2008)
Atlantic
Wine Agencies, Inc.
(Exact
name of registrant as specified in its charter)
Florida
333-63432
65-1102237
(State or
Other
Jurisdiction (Commission
File (I.R.S.
Employer
of
Incorporation)
Number)
Identification
No.)
Mount
Rosier Estate (Pty) Ltd.
Farm
25 A-Sir Lowry’s Pass Village
Somerset
West, 7129
South
Africa
(Address
of principal executive offices)
(Zip
code)
011.27.218.581130
(Registrant’s
telephone number, including area code)
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))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On September 22, 2008, we entered into
a material definitive agreement with Fairhurst Properties, S.A. to take effect
immediately that our management at the time of the action believed would, and
our current management believes will, eventually increase the value of our
shares of common stock and make us a more attractive merger
candidate. This agreement, the Split-Off Agreement, provides for the
“Split-Off” of all of our interests in two wholly-owned subsidiaries, Mount
Rozier Properties (Pty) Ltd. and Mount Rozier Estates (Pty)
Ltd. These two former subsidiaries own and operate all the assets of
our now former business including a vineyard in the Stellenbosch region of
Western Cape, South Africa consisting of 70.9 hectares of arable land for
viticultural as well as residential and commercial purposes.
In
exchange for our interests in these two subsidiaries, with assets of
approximately $2,123,688, as of June 30, 2008, Fairhurst Properties will forgive
debt of approximately $350,000 and assume liabilities of approximately
$1,520,276, as of June 30, 2008. As part of the Split-Off and the
assumption of the subsidiaries’ liabilities, we will transfer to Fairhurst our
interest in intercompany loans and all amounts owed by the subsidiaries to us
including, but not limited to, loans in the amount of approximately R12,521,900,
or $1,615,729, (as of March 31, 2008) to Mount Rozier Properties (Pty) Limited
and approximately R8,500,431, or $ 1,096,829, (as of March 31, 2008) to Mount
Rozier Estates (Pty) Limited (the “Loans”). The Split-Off
contemplated by the Split-Off Agreement occurred on the date of the Split-Off
Agreement.
Our former and current management
believe that the Split-Off is a better method of increasing shareholder value
than continuing operations. As discussed in our most recent quarterly
report filed on Form 10-QSB with the Securities and Exchange Commission, we have
incurred cumulative net operating losses from inception to June 30, 2008 of
$8,805,979 and had negative working capital of $1,525,556 as of June 30,
2008. We doubt that in the near future revenues from our operations
would have been sufficient to enable us to develop business to a level where it
would generate profits and cash flows from operations. To add value
to the shareholders’ investment, we split-off most of our assets and liabilities
so that we will become a publicly quoted “shell” company. Publicly
quoted shell companies have value to many start-up business, and those start-up
businesses will often merge with publicly quoted shell companies increasing
their share price at the time of the merger. We cannot guarantee that
this will happen with our share price.
The party acquiring the interests in
our former wholly-owned subsidiaries in the Split-Off, Fairhurst Properties,
S.A., is an affiliate of ours and a related party. Adam Mauerberger,
who was our President, Chief Executive Officer, Chief Financial Officer and sole
director until the date of the Split-Off Agreement, is the President, sole
director and sole shareholder of Fairhurst Properties. Adam
Maurberger beneficially owned a material stake in our common stock until the
date of the Split-Off.
Although our former and current
management believe that this was the proper strategy for the future of our
company, shareholders that disagree are entitled to exercise what are known as
appraisal rights. Under the appraisal rights, these shareholders can
elect to have us buy their shares for $0.05368 per share (which equates to a per
share price of $0.002417 prior to the 25:1 reverse stock split of May 19,
2008). Any of those shareholders who disagrees with the valuation of
the price per share may begin a proceeding that may or may not change that price
per share.
Even if
shareholders exercise their appraisal rights, in certain circumstances, we will
not immediately be obliged to purchase your shares, if ever at
all. These circumstances exist if (i) we are not able to pay our
debts as they become due in the usual course of business or (ii) our total
assets are less than the sum of our total liabilities plus the amount that would
be needed, if we were to be dissolved at the time of the distribution, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those exercising appraisal
rights. Our former and current management believe that those
circumstances currently exist and that if shareholders exercise their appraisal
rights, they will not be paid for their shares in the near future, if ever at
all. In those circumstances, those shareholders may still exercise
their appraisal rights to obtain status as a claimant against us. If they do so
and we are liquidated, they will have rights superior to the shareholders not
asserting appraisal rights, and if we are not liquidated, they will retain their
right to be paid for the shares, which right we will be obliged to satisfy when
we are solvent.
To further clarify the appraisal rights
that our shareholders may exercise and in compliance with the laws of the State
of Florida, on or around the date of this current report on Form 8-K, we have
sent to our shareholders a notice that sets out their appraisal rights, includes
the relevant provisions on appraisal rights of the Florida Business Corporations
Act (Sections 607.1301-607.1333) and contains our most recent audited year
end financial statements and unaudited quarterly financial
statements.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets
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We refer you to the disclosure
provided above in Item 1.01 of this Form 8-K, with respect to the sale of our
former wholly-owned subsidiaries to Fairhurst Properties, the date of the
transaction, the assets involved in the disposition, the related-party nature of
the transaction and the consideration received by us.
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Item
2.05
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Costs
Associated with Exit or Disposal
Activities
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None.
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Item
5.01
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Changes
in Control of Registrant
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Lusierna Asset Management Ltd.
(“Lusierna”) has obtained a controlling interest in our common
shares. Lusierna is an affiliate on Antonio Treminio who, as
described below in Item 5.02, has become our new sole director and our
President, Chief Executive Offer and Chief Financial Officer.
Lusierna obtained an interest in
approximately 50% of our common stock pursuant to a Stock Purchase Agreement
between Lusierna, and Sapphire Development Ltd., Crayson Properties Ltd. and
Fairhurst Properties S.A (the “Sellers”). Under the Share Purchase
Agreement, the Sellers sold 2,310,086 shares of our common stock in exchange for
$200,000.
The Share Purchase Agreement contains a
provision that a default of the covenants therein at a subsequent date would
result in a change in control of our company. The Share Purchase
Agreement states that Lusierna must transfer a number of shares directly or
indirectly held or owned by it that would give the Sellers as a group over a 50%
voting interest in our company if prior to the earlier of 12 months of the
completion of a material merger, acquisition or share exchange whereby more than
50% of our common stock shall be issued as consideration for such transaction (a
“Corporate Event”), Lusierna takes any action as a shareholder or member of our
Board of Directors to:
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●
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increase
the size of our Board of Directors to more than one
director,
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issue
more than 1,000,000 shares of our common stock or other stock for
consideration unless such issuance is directly related to a Corporate
Event,
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prevent
the completion of the Split-Off
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transfer
in the open market or otherwise encumber or create a lien upon any of the
control shares or
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execute
a private transaction for the sale of control shares in which it fails to
require any subsequent purchaser to abide by the restrictions found in the
Share Purchase Agreement.
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Additionally,
if the Split-Off does not occur within 60 days, Lusierna may demand the return
of the purchase price in exchange for the control shares or extend the 60 day
period.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Effective October 6, 2008, Adam
Mauerberger resigned as a member of our Board of Directors and as our President,
Chief Executive Officer and Chief Financial Officer. The resignations of Mr.
Mauerberger were not the result of any disagreement with us on any matter
relating to our operations, policies or practices. Mr. Mauerberger’s written
resignation is attached as Exhibit 99.1 to this Current Report on Form
8-K.
Effective
October 6, 2008, our Board of Directors appointed Antonio Treminio as director
and as our President, Chief Executive Officer and Chief Financial Officer,
filling the vacancies that existed as a result of Mr. Mauerberger’s resignation.
The appointments of Mr. Treminio were not pursuant to any agreement or
understanding between Mr. Treminio and any third party. Mr. Treminio
is an affiliate of Lusierna Asset Management Ltd that, as described in Item 5.01
above, has gained control of our company.
Since
1996 Mr. Antonio Treminio
,
has been involved as a consultant to public traded companies,
participating in structuring mergers and acquisition, re-capitalization,
financing in the mining / precious metals & energy sector. Since 2003,
Mr. Treminio has been the president of Lusierna Asset Management Ltd. In 1993,
after finishing his attending his studies in Business Administration at Loyalist
College in Belleville, Ontario, Mr. Treminio started his career in the private
banking sector with Dean Witter Reynolds. In 1995, he joined
PaineWebber to further his career while focusing on establishing Strategic
Alliances and/or Referral Agreements with top-tier Latin American financial
institutions.
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Item
9.01
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Financial
Statement and Exhibits
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Exhibit
10.1
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Split-Off
Agreement, dated September 22, 2008, between Atlantic Wine Agencies, Inc.,
Mount Rozier Properties (Pty) Ltd., Mount Rozier Estates (Pty) Ltd. and
Fairhurst Properties, S.A.
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Exhibit
99.1
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Letter
of Resignation, dated October 6, 2008, of Adam
Mauerberger
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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.
Atlantic
Wine Agencies, Inc.
Date: October
6, 2008
By:
/s/ Antionio
Treminio
Name: Antonio
Treminio
Title: Chief
Executive Officer
Grafico Azioni AERWINS Technologies (CE) (USOTC:AWIN)
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