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)
April 18, 2008
AMERICAN ENVIRONMENTAL ENERGY, INC.
(Exact name of Registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
33-38119-C
(Commission File Number)
41-1619632
(IRS Employer Identification Number)
650 Town Center Drive
Suite 860
Costa Mesa, California 92626
(Address of principal executive offices)
(866) 671-7571 (Registrant's telephone number,
including area code)
Voice & Wireless Corporation, A/K/A Mixed Entertainment,Inc.
A/K/A The Conscious Company
600 South Highway 169, Suite 654
Minneapolis, Minnesota 55426
(Former name and 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 (See General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On April 18, 2008, the Company's Principal Officer resigned. Mr. Randy
Drew resigned his positions as President, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer, Treasurer and Secretary of the
Company to pursue other interests. The resignation of Mr. Drew as a Principal
Officer of the Company was effective as of April 18, 2008 upon the acceptance of
Mr. Brent A. Brewer ("Brewer").
On April 18, 2008, the Company's sole director resigned to pursue other
Interests. On April 18, 2008, prior to his resignation, the Company's sole
director, Mr. Drew, created a vacancy on the Board and appointed Mr. Brent A.
Brewer as a director of the Company to fill the vacancy. Mr. Brewer's acceptance
as a director and as Chairman of the Board of the Company is effective as of
April 18, 2008. Mr. Brewer has entered into an Indemnification Agreement with
the Company dated May 1, 2008 which is attached hereto as Exhibit 10.7.
On April 18, 2008, Randy Drew, being the sole Director of the Company's
Board of Directors, appointed Mr. Brewer, age 45, to the positions of Chairman
of the Board, President, Chief Executive Officer, and Principal Executive
Officer. The Board of Directors on May 1, 2008, subsequently appointed Mr.
Brewer as interim Chief Financial Officer, Treasurer and Secretary.
On May 1, 2008, the Company entered into an Employment Agreement
attached hereto as Exhibit 10.8 with Mr. Brewer, who, pursuant to the terms
therein, was designated and appointed as the Company's Chief Executive Officer,
President and Chairman of the Board. Mr. Brewer has also accepted the interim
positions of Chief Financial Officer, Treasurer and Secretary until such time as
qualified candidates are found. The appointment of Mr. Brewer as Chief Executive
Officer, President and Chairman of the Board begins May 1, 2008 with salary
commencing as of May 1, 2008.
Under the terms of the Employment Agreement the term of employment
shall be not less than three years, with automatically renewable one year
periods and subject to earlier termination as provided in the Employment
Agreement. Mr. Brewer's salary shall be $140,000 per year in equal installments
payable on the first of each month. The annual salary shall be increased to
$240,000 upon completion of the requirements for the "Capital Funding Bonuses".
The Capital Funding Bonuses require payment of an additional $50,000 to Mr.
Brewer, upon completion of a private or public placement of equity or debt
securities by the Company resulting in gross proceeds of at least $1,000,000 and
payment of an additional $50,000 upon the completion of a private placement of
equity or debt securities resulting in gross proceeds of $5,000,000 or more (the
"Capital Funding Bonuses").
Mr. Brewer shall also be paid a cash bonus which shall be determined by
the Board of Directors at the end of each fiscal year based on performance
standards, goals and other objectives to be mutually agreed upon.
Mr. Brewer is also entitled to purchase and has purchased seven million
five hundred thousand shares of the Company's common stock at $.001 per share
which represents approximately sixteen percent (16%)of the Company's outstanding
shares.
Mr. Brewer has also been provided with four weeks paid vacation per
year, an automobile lease allowance and all Company benefits adopted or to be
adopted for executive officers.
On April 18, 2008, the Company's sole director resigned to pursue other
Interests. On April 18, 2008, prior to his resignation, the Company's sole
director, Mr. Drew, created a vacancy on the Board and appointed Mr. Brent A.
Brewer as a director of the Company to fill the vacancy. Mr. Brewer's acceptance
as a director and as Chairman of the Board of the Company is effective as of
April 18, 2008. Mr. Brewer has entered into an Indemnification Agreement with
the Company dated May 1, 2008 which is attached hereto has Exhibit 10.8.
On April 18, 2008, the Company's new Board, comprised of Mr. Brewer,
appointed Ms. Virginia Cha, as a Director of the Company, to fill an open
vacancy on the Board. The acceptance of Ms. Cha is effective as of April 18,
2008. Ms. Cha has entered into an Indemnification Agreement with the Company
dated May 1, 2008 which is attached hereto has Exhibit 10.9.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Effective April 14, 2008, the Company (a former Minnesota corporation)
changed its name from The Conscious Company to American Environmental Energy,
Inc. by filing an amendment to the Articles of Incorporation (attached hereto as
Exhibit 3.1) with the Minnesota Secretary of State.
On April 16, 2008, the Company formed a Nevada subsidiary and the
Company was merged into the subsidiary to become a Nevada corporation with the
resulting name of American Environmental Energy, Inc. The Articles of Merger and
Agreement and Plan of Merger are attached hereto as Exhibit 2.1. Under the terms
of the Agreement and Plan of Merger, each one share, $0.001 par value per share
of the former Minnesota corporation was converted into one share, $0.001 par
value per share of the Nevada corporation.
As a result of the merger, the Articles of Incorporation were amended
and the Bylaws of the Nevada corporation were adopted as the Bylaws of the
corporation. The Amendment to the Articles and the Bylaws are attached hereto as
Exhibits 3.1 and 3.4, respectively.
Item 8.01 Other Events.
The corporation has adopted a new business strategy and plan of
operations. The corporation intends to become a global developer of distributed,
renewable power generation which is integrated into power parks, a generator of
carbon offset credits, an investor in niche renewable energy technologies and a
creator of valuable new energy and bio-fuels from local sources of wind, solar,
bio-mass and waste. AEEI intends to offer a broad array of renewable energy
services in its power park participations, subsidiary activities and technology
nurturing investments. These are expected to include carbon credit
certification, validation, and trading, wind power, solar power, bio-diesel fuel
blending and sales, and equipment sales/integration into projects.
On May 1, 2008, the Board of Directors of the Company, adopted the
2008 Equity Incentive Plan (the "Plan") which authorizes up to five million
shares of the Company's common stock to be granted as options, stock
appreciation rights, restricted stock awards, performance units, performance
shares, or other stock awards, as well as any supplemental payment, all as more
particularly described in the Plan attached hereto as Exhibit 4.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
2.1 Articles of Merger and Agreement and Plan of Merger dated April 16,
2008.
3.1 Amendment to Articles of Incorporation dated April 14, 2008.
3.4 Bylaws dated April 15, 2008.
4.1 2008 Incentive Plan dated May 1, 2008.
10.7 Indemnification Agreement entered into with Brent Brewer, dated May 1,
2008.
10.8 Employment Agreement entered into with Brent Brewer, dated May 1, 2008.
10.9 Indemnification Agreement entered into with Virginia Cha, dated May 1,
2008.
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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.
AMERICAN ENVIRONMENTAL ENERGY, INC.
(Registrant)
By: /s/ Brent A. Brewer
-------------------------------------------
Name: Brent A. Brewer
Title: Chairman of the Board, President,
Principal Executive Officer, Interim
Principal Financial Officer, Principal
Accounting Officer, Treasurer and Secretary
Date: October 6, 2008
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