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): FEBRUARY 22, 2006
US ENERGY INITIATIVES CORPORATION
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(F.K.A. HYBRID FUEL SYSTEMS, INC.)
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(Exact name of registrant as specified in its charter)
Georgia 333-33134 58-2267238
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2701 North Rocky Point Drive, Suite 325, Tampa, Florida 33607
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (813) 287-5787
Hybrid Fuel Systems, Inc.
12409 Telecom Drive, Tampa, Florida 33637
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(Former name or former address, if changed since last report)
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 (see General Instruction A.2. below):
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 28, 2006, we completed an offering of our $1,412,500 principal amount
one-year promissory note (the "Note") to Dutchess Private Equity Fund, L.P. (the
"Investor") for aggregate gross proceeds of $1,130,000. The Note bears no
interest. Payments made by us in satisfaction of the Note shall be made from
each put from the Equity Line of Credit with the Investor given by us to the
Investor under that certain Investment Agreement dated as of November 4, 2005
which we entered into with the Investor (the "Investment Agreement"). We shall
make payments to the Investor in an amount equal to the greater of (i) 100% of
each put to the Investor from us, or (ii) $117,708.33 until the face amount is
paid in full. Our initial payment will be due on May 1, 2006 and all
subsequent payments will be made at the closing of every put to the Investor
thereafter until the Note is paid in full, with a minimum amount of $117,708.33
per month. In the event that on the maturity date we have any remaining amounts
unpaid on the Note, the Investor can exercise its right to increase the face
amount by 10% and an additional 2.5% per month, pro rata for partial periods, as
liquated damages. In addition, our obligation to repay the principal and accrued
interest under the Note, as well as our $1,362,500 principal amount one-year
promissory note which we issued to the Investor and Dutchess Private Equities
Fund, II, L.P. on December 20, 2005, is secured by all of our assets pursuant to
a certain Security Agreement which we entered into with the Lender on March 23,
2006.
We used a portion the proceeds from the Note to repay our outstanding principal
amount promissory notes, inclusive of accrued and unpaid interest and liquidated
damages in the aggregate amount of $541,542, issued pursuant to that certain
Subscription Agreement dated March 31, 2005 (the "Subscription Agreement"). In
addition, we entered into a Settlement Agreement and Release (the "Settlement
Agreement") with the holders of the promissory notes on March 24, 2006 pursuant
to which the holders and we agreed to release and discharge each other, and our
respective officers, directors, principals, control persons, past and present
employees, insurers, successors, agents and assigns from any and all actions,
damages, judgments, claims, and demands existing or claimed to exist between the
parties in connection with the promissory notes or the Subscription Agreement.
We claim an exemption from the registration requirements of the Act for the
private placement of these securities pursuant to Section 4(2) of the Act and/or
Regulation D promulgated thereunder since, among other things, the transaction
did not involve a public offering, the investors were accredited investors
and/or qualified institutional buyers, the investors had access to information
about the company and their investment, the investors took the securities for
investment and not resale, and we took appropriate measures to restrict the
transfer of the securities.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
See Item 1.01 above.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
See Item 1.01 above.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 above.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
On February 22, 2006, we obtained the written consent of a majority of our
shareholders to change our corporate name from Hybrid Fuel Systems, Inc. to US
Energy Initiatives Corporation. On March 1, 2006, we filed a certificate of
amendment to our certificate of incorporation with the Secretary of State of the
State of Georgia, effective on March 6, 2006.
We intend to ratify the aforementioned actions taken by our Board of Directors
and a majority of our shareholders with the filing of a proxy statement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Exhibit
Number Description
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3.1 * Certificate of Amendment to the Certificate of Incorporation of
Hybrid Fuel Systems, Inc. dated as of March 1, 2006.
10.1 * Promissory Note of US Energy Initiatives Corporation dated as of
March 23, 2006.
10.2 * Security Agreement dated as of March 23, 2006 by and between US
Energy Initiatives Corporation and Dutchess Private Equities
Fund, L.P.
10.3 * Settlement Agreement and Release dated as of March 24, 2006 by
and between US Energy Initiatives Corporation and the investors
named on the signature pages thereto.
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* Filed herewith
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.
HYBRID FUEL SYSTEMS, INC.
Date: April 4, 2006 /s/ Mark Clancy
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Mark Clancy
Chief Executive Officer