Item 1.02 Termination of a Material Agreement.
On September 7, 2010, it was determined by the Board of Directors of the Company that the Share Exchange Agreement (the
“SEA”) entered into on August 27, 2009 by the Company and Nationwide Energy Portal, Inc. was not in the best interest
of the shareholders of the Company. As a result, the Company executed a rescission agreement (the “Rescission”) in
order to rescind the SEA, with an effective date of September 30, 2010.
As a result of the Rescission and pursuant to the terms there under, NEP is no longer a 100% wholly owned subsidiary of
the Company. As a further result of the Rescission and pursuant to the terms there under, Company shares issued to the
Vendors at closing of the SEA were handed over to the Company for return to the Company’s treasury for cancellation.
All financial debts, obligations, liabilities and accruals attributable to the operations of the Company since October
15, 2009; and, all financial debts, obligations, liabilities and accruals attributable to NEP since its inception have
been assigned exclusively to and assumed by NEP.
As a result of the Rescission and pursuant to the terms thereunder, the Company holds a 13.7% voting equity interest in
NEP (the “NEP Voting Interests”).
Item 3.01 Notice of De-listing or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the Company’s failure to timely submit the required regulatory filings under the former management of
the principals of NEP, inclusive of the required 8K/A3 consolidated pro-forma financial statements of the merged
operations of the Company and NEP resulting from the SEA, the required 2009 year-end audit under Form 10-K, the
required quarterly review under Form 10-Q for the three months ending March 31, 2010 and the required quarterly review
under Form 10-Q for the six months ending June 30, 2010, the Company failed to satisfy the FINRA continued listing
rules and standards required of a fully reporting United States public issuer and was de-listed from the United States
Over the Counter Bulletin Board. The Company’s common shares currently trade on the Pink Sheets.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Pursuant to the terms of the Rescission, Company Chairman, Chief Executive Officer, President and Director, William
Branton Wallace III has resigned from the Company effective September 30, 2010 and has resigned from the Board of
Directors of the Company effective September 30, 2010. The Company has been released by Mr. Wallace of any and all
claims, accruals, severance and/or other forms of compensation of any manner whatsoever and has additionally, been
indemnified by Mr. Wallace pursuant to the terms and provisions of the Rescission.
Pursuant to the terms of the Rescission, Company Chief Technology Officer and Director, Michael D. Massingill has
resigned from the Company effective September 30, 2010 and has resigned from the Board of Directors of the Company
effective September 30, 2010. The Company has been released by Mr. Massingill of any and all claims, accruals,
severance and/or other forms of compensation of any manner whatsoever and has additionally, been indemnified by Mr.
Massingill pursuant to the terms and provisions of the Rescission
Sacha H. Spindler has been elected to the Board of Directors of the Company as Director and has been appointed as
President, Secretary and Treasurer of the Company effective September 30, 2010.
Item 8.01 Other Events
Effective immediately, the Company’s address has changed to the following:
Nationwide Utilities Corp.
2498 West 41
st
Avenue, P.O. Box 157,
Vancouver, British Columbia, V6M 2A5 Canada
Fax: 604-608-5702
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