Current Report Filing (8-k)
14 Février 2013 - 12:07PM
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) January
30, 2013
QUANTUM SOLAR POWER
CORP.
(Exact name of registrant as specified in its
charter)
NEVADA |
000-52686 |
27-1616811 |
(State or other jurisdiction of |
(Commission File |
(IRS Employer Identification No.) |
incorporation) |
Number) |
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300-1055 West Hastings Street |
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Vancouver, BC |
V6E 2E9 |
(Address of principal executive |
(Zip Code) |
offices) |
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Registrant's telephone number, including area code (604)
681-7311
N/A
(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:
[ ] 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))
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
On January 30, 2013, Quantum Solar Power Corp. (the Company),
its wholly-owned subsidiary, 0935493 B.C. Ltd. (NumberCo) and Canadian
Integrated Optics, BC Ltd. (CIO), (collectively the Debtors) entered into a
settlement agreement (the Settlement Agreement) with Simon Fraser University
(SFU) to settle obligations totaling $455,901 (the SFU Indebtedness) under
the terms of the Amended Research Agreement between the Debtors and SFU. The SFU
Indebtedness was incurred by CIO in the course of conducting research activities
at SFU on behalf of the Company. The Company and NumberCo had guaranteed (the
Guarantee) the majority of the SFU Indebtedness in May of 2012 and the Company
was obligated to pay the balance of the SFU Indebtedness which was incurred from
research activities conducted on the Companys behalf between May and November
of 2012. The guarantee of the Company and NumberCo was secured by a security
agreement granting SFU security over three Kurt J. Lesker PVD 75 deposition
tools (the Collateral). Under the terms of the Settlement Agreement by Bills
of Sale dated for reference January 22, 2013, NumberCo transferred the
Collateral and certain supporting equipment to SFU. In addition, the Debtors
agreed to release any possible claims they may have had against SFU for losses
possibly incurred from the mislabeling of gasses at SFUs 4D Lab Facility. In
addition to providing the Debtors with a release of the obligations under the
Amended Research Agreement, Guarantee and Security Agreement, SFU agreed to
release claims to the intellectual property developed under the Amended Research
Agreement.
The above summary is qualified in its entirety by reference to the full text of exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
SECTION 2 FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.
On January 30, 2013, 093Co, transferred the Collateral and the
Supporting Equipment to SFU in accordance with the Settlement. SFU had provided
the facilities where research and development activities were conducted on the
Companys behalf. See Item 1.01 Entry Into a Material Definitive Agreement
above.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
Effective January 31, 2013, Andras Pattantyus-Abraham resigned
as a President, Chief Executive Officer, Chief Technology Officer and as a
director of the Company. Dr. Pattantyus-Abrahams resignation was not due to,
and was not been caused by, in whole or in part, any disagreement with the
Company, whether related to the Companys operations, policies, practices or
otherwise.
Effective February 6, 2013, the Company appointed Daryl
Ehrmantraut as its Chief Executive Officer and President. Mr. Ehrmantraut is
also the Chief Operating Officer and a director of the Company.
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SECTION 7 REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
As a by-product of research on the Companys photovoltaic
technology, a discovery was made of a way of nano-structuring glass to make it
super hydrophobic (water beads and rolls off) and resistant to oil and other
materials. Given that the solar panel prices are currently very low as a result
of Chinese manufacturers flooding the market with low cost silicon products, the
Company has determined to focus its research activities on this glass
technology. The technology has potential application to many different kinds of
glass products particularly advanced glass products such as glass for
touchscreens, car glass and mirrors. Although the Company has developed the
technology no patents have been obtained to date. Because of the difficulty
obtaining financing in the Company due to its current stock market prices and
debt burdens the Company will seek to obtain financing to develop the technology
through NanoSMC Structured Materials Corp., a subsidiary focused on glass
research and development.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
SIGNATURE
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.
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QUANTUM SOLAR POWER CORP.
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Date: February 13, 2013 |
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By: |
/s/
Daryl J. Ehrmantraut |
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Daryl J. Ehrmantraut |
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Chief Executive Officer |
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Quantum Solar Power (CE) (USOTC:QSPW)
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