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) December 4, 2003
FUELNATION INC.
Florida 1-12350 65-0827283
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(State or Other Jurisdiction (Commission File (IRS Employer
Of Incorporation) Number) Identification Number)
4121 SW 47th Avenue,
Suite 1301
Davie, FL 33314
Registrant's telephone number, including area code: 954-587-3775
Item 5. Other Events
In December 2003 FuelNation entered into a Fuel Supply Agreement with
ALKHALIFA PETROLEUM CORP., a Florida for Profit Corporation, 100% owned and
controlled by FuelNation's director Sheikh Isa Mohammed Isa Al-Khalifa. The
company has entered into this relationship with ALKHALIFA PETROLEUM CORP., to
allow Sheikh Isa Mohammed Isa Al-Khalifa to use his Petroleum relationships and
Contacts to negotiate the most favorable terms on fuel supply and provide the
company the necessary credit in order to receive the supplies of fuel to
implement our business plan and maintain a competitive pricing on fuel. In
addition to the Fuel Supply Contract, Al-Khalifa Petroleum Corp., owned and
controlled by our director, Sheikh Isa Mohammed Isa Al-Khalifa has purchased
8,000 Series A preferred shares of stock for $8,000,000 and applied the funds as
a security deposit to purchase fuel.
In December 2003, The Company modified and restated its articles of
incorporation with the State of Florida, pursuant to the authority contained in
the Company's Articles of Incorporation (the "Articles of Incorporation"), and
in accordance with the provisions of Section 607.0602(4) of the Florida Business
Corporation Act (the "Act") and the unanimous written consent of the Board of
Directors of the Company dated November 5, 2003 pursuant to Section 607.0821 of
the Act adopting the resolutions providing for the creation of a series of
preferred stock to be designated as "Series A Convertible Preferred Stock,"
which resolutions are effective without the approval of the Company's
shareholders pursuant to Section 607.0602(4) of the Act, and to otherwise
restate the Articles of Incorporation pursuant to Section 607.1007, the
Company's Articles of Incorporation have been amended to create such preferred
stock having the preferences, limitations and relative rights.
We granted an exclusive marketing and advertising rights to Supplier
(exclusive to petroleum and related advertising products or vendors), The
exclusive marketing and advertising right will be granted at each location that
Supplier supplies petroleum products and that Marketing and Advertising rights
are available, (i.e. Billboards, canopies, banners, road signs, roof tops,
buildings, walls, pumps, marquee boards, trucks, cars, radio,
television, etc.)Supplier agrees to issue a marketing and advertising allowance
credit to Seller in the amount of one and one-half (1 1/2) cents per gallon on
all purchases of petroleum products monthly. This exclusive marketing and
advertising rights allowance will be paid monthly to Seller, or may be applied
against outstanding invoices, at Suppliers sole discretion.
The Company granted the exclusive marketing and advertising rights on
the entire Travel Center site to be built in Davie, Florida. In addition to the
marketing and advertising allowance credit to Seller in the amount of one and
one-half (1 1/2) cents per gallon on all purchases of petroleum products monthly
Supplier hereby agrees to pay Seller an additional fixed payment of $200,000 per
month for a total of $2,400,000 annually for a period of 10 years. The total
advertising budget for 10 years will be $24,000,000. The advertising dollars
will be used to market and advertise brand awareness and related products. The
Travel Center rights will not be restricted to petroleum and vendor advertising
only; these rights will be granted to allow Supplier to sub-lease space to third
party advertisers that do not compete with Seller or the location. This lease
will commence January 2004 through January 2014.
In December we restated our By-Laws and attached them hereto.
See Exhibits
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit Description
3.1 Amended and Restated Articles of Incorporation of
Fuelnation Inc.
3.2 Bylaws of Fuelnation Inc.
10.17 Purchase and Supply Agreement
20.1 Fuelnation Inc. Subscription Agreement for Shares of
Preferred Stock
20.2 Summary of Terms for Proposed Private Placement of Series A
Convertible Preferred Stock
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.
Date: December 29, 2003 FUELNATION INC.
By: /s/ William C. Schlecht
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William C. Schlecht, Secretary