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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to EQM Technologies & Energy, Inc.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| October 29, 2014 |
EQTE / EQM Technologies & Energy, Inc. 15-12G - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54750 EQM Technologies & Energy, Inc. (Exact name of registrant as speci |
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| October 22, 2014 |
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): October 22, 2014 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54750 20-5754991 (State or other jurisdiction of incorporation) (C |
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| September 9, 2014 |
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): September 9, 2014 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54750 20-5754991 (State or other jurisdiction of incorporation) ( |
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| August 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54750 EQM Technologies & En |
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| May 12, 2014 |
10-Q 1 v37719910q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
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| April 14, 2014 |
Subsidiaries of EQM Technologies & Energy, Inc. EXHIBIT 21.1 Subsidiaries of EQM Technologies & Energy, Inc. Company Name State/Country of Incorporation Environmental Quality Management, Inc. Ohio EQ Engineers, LLC Indiana EQ Engineers Slovakia, s.r.o. (“EQES”) Slovak Republic Vertterre Corp. New Mexico EQGP Delaware Beacon Energy Corp. Delaware EQM Biofuels Corp. Texas AgriFuel United Biofuels Co., Inc. Delaware AgriFuel BBD Holding Co., Inc. |
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| April 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54750 EQM TECHNOLOGIES |
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| April 10, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K 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 8, 2014 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54750 20-5754991 (State or other jurisdiction of incorporation) (Comm |
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| April 10, 2014 |
THIRD AMENDMENT TO LOAN AGREEMENT Exhibit 10.1 First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. EQ Engineers, LLC Vertterre Corporation Loan Number: 820106477 THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is executed as of April 8, 2014 (the “Signature Date”), and dated to be effective as of April 1, 2014 (the “Effective Date”), by and among |
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| April 1, 2014 |
SEC FILE NUMBER 000-54750 CUSIP NUMBER 26884W105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 31, 2014 |
EQM TECHNOLOGIES ENGAGES ROTH CAPITAL PARTNERS AS INVESTMENT BANKING FIRM Exhibit 99.1 EQM TECHNOLOGIES ENGAGES ROTH CAPITAL PARTNERS AS INVESTMENT BANKING FIRM Cincinnati, OH, March 31, 2014 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial sectors, announced today that it has engaged Roth Capital Partners, LLC as its investment banking firm to explore financing opportunities, with Monarch |
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| March 31, 2014 |
Financial Statements and Exhibits, Other Events - 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): March 31, 2014 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54750 20-5754991 (State or other jurisdiction of incorporation) (Com |
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| March 27, 2014 |
Exhibit 10.1 AGREEMENT AND RELEASE Agreement and Release (“Agreement”) executed this 27th day of March, 2014, by and between James E. Wendle (“Executive”) with an address at 7585 Blue Fox Run, West Chester, Ohio 45069 and Environmental Quality Management, Inc., a Delaware corporation, its parents, subsidiaries and affiliates (the “Company”) with an address at 1800 Carillon Blvd., Cincinnati, OH 45 |
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| March 27, 2014 |
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): March 21, 2014 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54750 20-5754991 (State or other jurisdiction of incorporation) (Com |
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| January 21, 2014 |
Exhibit 99.1 EQM TECHNOLOGIES & ENERGY ENTERS INTO MEMORANDUM OF UNDERSTANDING WITH SULLIVAN INTERNATIONAL GROUP REGARDING POTENTIAL MERGER Cincinnati, OH, January 21, 2014 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial sectors, announced today that it has entered into a memorandum of understanding (the “MOU”) with |
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| January 21, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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 21, 2014 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54750 20-5754991 (State or other jurisdiction of incorporation) (C |
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| January 6, 2014 |
EX-10.2 7 ex102to8k0796212312013.htm AMENDED AND RESTATED GUARANTY Exhibit 10.2 AMENDED AND RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of December 31, 2013 (the “Effective Date”), is made by EQM TECHNOLOGIES & ENERGY, INC., a Delaware corporation (“Guarantor”), to, and for the benefit of, FIRST FINANCIAL BANK, NATIONAL ASSOCIATION, a national banking associati |
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| January 6, 2014 |
EQM TECHNOLOGIES & ENERGY, INC. AMENDED AND RESTATED CONVERTIBLE SUBORDINATED NOTE Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE |
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| January 6, 2014 |
EX-4.2 3 ex42to8k0796212312013.htm FORM OF AMENDED AND RESTATED MAY 13 NOTE Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES L |
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| January 6, 2014 |
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): December 31, 2013 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54750 20-5754991 (State or other jurisdiction of incorporation) ( |
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| January 6, 2014 |
EQM TECHNOLOGIES & ENERGY, INC. WARRANT TO PURCHASE COMMON STOCK Exhibit 4.4 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECUR |
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| January 6, 2014 |
Exhibit 10.1 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of December 31, 2013 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE”), VERTTERRE CORPORATION, a New Mexico corporation (“Vertterre”; and together with EQMI and |
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| January 6, 2014 |
EQM TECHNOLOGIES & ENERGY, INC. AMENDED AND RESTATED CONVERTIBLE SUBORDINATED NOTE Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE |
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| November 15, 2013 |
Exhibit 99.1 EQM TECHNOLOGIES & ENERGY, INC. ANNOUNCES THIRD QUARTER RESULTS THIRD QUARTER RESULTS IMPACTED BY REDUCED FEDERAL SPENDING Cincinnati, OH, November 15, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced results for the third quarter ended September 30, 2013. Revenue from co |
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| November 15, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v3603318-k.htm CURRENT REPORT 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): November 15, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Ot |
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| November 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54750 EQM Technologies |
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| November 14, 2013 |
EQTE / EQM Technologies & Energy, Inc. / Argentum Capital Partners II, L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 EQM Technologies & Energy, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 26884W105 (CUSIP Number) ADAM |
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| November 13, 2013 |
AMENDED & RESTATED CERTIFICATE OF INCORPORATION EQM TECHNOLOGIES & ENERGY, INC. EX-3.1 2 v360268ex3-1.htm EXHIBIT 3.1 AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF EQM TECHNOLOGIES & ENERGY, INC. EQM TECHNOLOGIES & ENERGY, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is EQM Technologies & Energy, Inc. The original name under which the Corporation was for |
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| November 13, 2013 |
EX-3.2 3 v360268ex3-2.htm EXHIBIT 3.2 CERTIFICATE OF THE DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS of SERIES B CONVERTIBLE PREFERRED STOCK of EQM TECHNOLOGIES & ENERGY, iNC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, EQM TECHNOLOGIES & ENERGY, INC., a corporation orga |
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| November 13, 2013 |
8-K 1 v3602688k.htm FORM 8-K 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): November 12, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jur |
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| November 13, 2013 |
Securities PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 12, 2013, by and between EQM Technologies & Energy, Inc. |
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| October 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: £ Preliminary Proxy Statement ¨ Confide |
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| September 18, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confide |
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| August 13, 2013 |
Exhibit 99.1 EQM Technologies & Energy, Inc. ANNOUNCEs SECOND QUARTER RESULTS SECOND QUARTER RESULTS SHOW IMPROVEMENT Cincinnati, OH, August 13, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced results for the second quarter ended June 30, 2013. Revenue from continuing operations for |
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| August 13, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): August 13, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction (Commission (IRS Empl |
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| August 12, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 10-Q 1 v35161110q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| August 2, 2013 |
EQM TECHNOLOGIES & ENERGY, INC. ANNOUNCES NEW $40 MILLION EPA CONTRACT Exhibit 99.1 EQM TECHNOLOGIES & ENERGY, INC. ANNOUNCES NEW $40 MILLION EPA CONTRACT Cincinnati, OH, August 2, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced that the U.S. Environmental Protection Agency (the “EPA”) has awarded it a 26 month contract with a projected value of up to $ |
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| August 2, 2013 |
Financial Statements and Exhibits, Other Events - CURRENT REPORT 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): August 2, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) (Com |
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| July 2, 2013 |
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): June 28, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 6, 2013 |
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): June 1, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) (Commi |
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| June 6, 2013 |
EQM Technologies & Energy, Inc. Appoints Jon Colin as Interim Chief Executive Officer EXHIBIT 99.1 EQM Technologies & Energy, Inc. Appoints Jon Colin as Interim Chief Executive Officer Cincinnati, OH, June 6, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced the appointment of Jon Colin as its interim Chief Executive Officer (“CEO”), effective immediately. Mr. Colin has |
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| May 16, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - CURRENT REPORT 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): May 16, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 16, 2013 |
EXHIBIT 99.1 EQM Technologies & Energy, Inc. ANNOUNCEs First QUARTER RESULTS FIRST QUARTER RESULTS IMPACTED BY THE FEDERAL BUDGET SEQUESTER Cincinnati, OH, May 16, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced results for the first quarter ended March 31, 2013. Revenue from continu |
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| May 15, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54750 EQM Technologies & E |
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| April 2, 2013 |
EX-99.1 2 v340118ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EQM TECHNOLOGIES & ENERGY INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2012 RESULTS REPORTS IMPROVED OPERATING AND FINANCIAL RESULTS Cincinnati, OH, April 2, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced results for the fourth |
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| April 2, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 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 2, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) (Comm |
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| April 1, 2013 |
EX-2.2 2 v336828ex2-2.htm EXHIBIT 2.2 PURCHASE AND SALE AGREEMENT By and among BEACON ENERGY (TEXAS) CORP. (Seller) and DELEK RENEWABLES, LLC (Buyer) and EQM TECHNOLOGIES & ENERGY, INC. (Guarantor) December 31, 2012 TABLE OF CONTENTS ARTICLE I Definitions and interpretation 1 1.1 Certain Defined Terms 1 1.2 References, Gender, Number 1 1.3 Interpretation 1 ARTICLE II Purchase and Sale 2 2.1 Includ |
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| April 1, 2013 |
Subsidiaries of EQM Technologies & Energy, Inc. EXHIBIT 21.1 Subsidiaries of EQM Technologies & Energy, Inc. Company Name State/Country of Incorporation Environmental Quality Management, Inc. Ohio EQ Engineers, LLC Indiana EQ Engineers Slovakia, s.r.o. (“EQES”) Slovak Republic Vertterre Corp. New Mexico Beacon Energy Corp. Delaware EQM Biofuels Corp. Texas AgriFuel United Biofuels Co., Inc. Delaware AgriFuel BBD Holding Co., Inc. Delaware AgriF |
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| April 1, 2013 |
This Promissory Note has been acquired for investment purposes only and shall not be transferred without the prior written consent of Maker. |
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| April 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54750 EQM TECHNOLOGIES |
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| March 5, 2013 |
AMENDED AND RESTATED SECURITY AGREEMENT First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. |
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| March 5, 2013 |
First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. |
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| March 5, 2013 |
8-K 1 v3370008k.htm 8-K CURRENT REPORT 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 27, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 20-5754991 (State or |
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| March 5, 2013 |
FIRST AMENDMENT TO LOAN AGREEMENT EX-10.1 2 v337000ex10-1.htm EXHIBIT 10.1 First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. EQ Engineers, LLC Vertterre Corporation Loan Number: 820106477 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made as of February 27, 2013 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an |
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| February 8, 2013 |
EQTE / EQM Technologies & Energy, Inc. / METALICO INC - SCHEDULE 13G Passive Investment SC 13G 1 d482135dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EQM Technologies & Energy, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 26884W105 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 5, 2013 |
Financial Statements and Exhibits, Other Events 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 5, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) (C |
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| February 5, 2013 |
EQM TECHNOLOGIES & ENERGY, INC. ANNOUNCES RENEWAL OF KEY CONTRACT Exhibit 99.1 EQM TECHNOLOGIES & ENERGY, INC. ANNOUNCES RENEWAL OF KEY CONTRACT Cincinnati, OH, February 5, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced that the U.S. Environmental Protection Agency (the “EPA”) has awarded it a multi-year contract to provide Emergency and Rapid Res |
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| January 11, 2013 |
Exhibit 99.1 EQM Technologies & Energy, Inc. ANNOUNCEs COMPLETION OF SALE OF ITS Biodiesel PRODUCTION bUSINESS to Delek Renewables, LLC Cincinnati, OH, January 11, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced that it has completed the sale of its biodiesel production facility base |
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| January 11, 2013 |
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 10, 2013 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) (C |
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| January 2, 2013 |
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): December 31, 2012 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) ( |
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| January 2, 2013 |
Exhibit 99.1 EQM Technologies & Energy, Inc. ANNOUNCEs AGREEMENT TO SELL ITS Biodiesel PRODUCTION bUSINESS to Delek Renewables, LLC Cincinnati, OH, January 2, 2013 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced that it has entered into an agreement to sell its biodiesel production facili |
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| December 28, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K 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): December 27, 2012 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) ( |
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| December 28, 2012 |
EQM Technologies & Energy, Inc. ANNOUNCEs Acquisition of vertTerre Corp. Exhibit 99.1 EQM Technologies & Energy, Inc. ANNOUNCEs Acquisition of vertTerre Corp. Cincinnati, OH, December 27, 2012 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced that it has acquired all of the capital stock of Vertterre Corp., a mechanical and electrical engineering services firm p |
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| November 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54 |
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| November 14, 2012 |
EX-99.1 2 v328431ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EQM Technologies & Energy Inc. ANNOUNCEs THIRD QUARTER RESULTS ENVIRONMENTAL SERVICES SEGMENT REPORTS SUBSTANTIAL IMPROVEMENTS IN OPERATING RESULTS Cincinnati, OH, November 14, 2012 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, today announced resul |
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| November 14, 2012 |
First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. |
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| November 14, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K 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): November 14, 2012 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 26-3254908 (State or Other Jurisdiction of Incorporation) ( |
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| November 14, 2012 |
First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. |
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| November 14, 2012 |
First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. |
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| November 14, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54750 EQM Technologies |
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| November 14, 2012 |
First Financial Bank, National Association Borrowers: Environmental Quality Management, Inc. |
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| October 15, 2012 |
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): October 15, 2012 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 20-5754991 (State or Other Jurisdiction (Commission (IRS Emp |
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| October 3, 2012 |
Exhibit 99.1 EQM Technologies & Energy Inc. announces new loan agreement for its environmental services Business Environmental Quality Management CLOSES ON $10M CREDIT FACILITY Cincinnati, OH – October 3, 2012 – EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a leading provider of environmental services to government and commercial businesses, announced today that on September 28, 2012, Env |
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| October 3, 2012 |
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): September 28, 2012 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 20-5754991 (State or Other Jurisdiction of Incorporation) |
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| September 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE September 10, 2012 Via E-mail Mr. James E. Wendle President and Chief Executive Officer EQM Technologies & Energy, Inc. 1800 Carillon Boulevard Cincinnati, OH 45240 Re: EQM Technologies & Energy, Inc. Registration Statement on Form 10 Filed June 28, 2012 File No. 0-54750 Dear Mr. Wendle: We have |
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| September 4, 2012 |
September 4, 2012 VIA EDGAR AND United Parcel Service Pamela A. Long, Esq. Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: EQM Technologies & Energy, Inc. Amendment 1 to Registration Statement on Form 10 Filed August 10, 2012 File No. 0-54750 Dear Ms. Long: On behalf of EQM Technologies & Energy, Inc. |
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| September 4, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 3) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EQM TECHNOLOGIES & ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 25-5894890 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ |
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| August 28, 2012 |
EQM Technologies & Energy Inc. Form 10 Declared Effective COMMON STOCK NOW TRADING on OTCQB Exhibit 99.1 EQM Technologies & Energy Inc. Form 10 Declared Effective COMMON STOCK NOW TRADING on OTCQB Cincinnati, OH — August 28, 2012 — EQM Technologies & Energy, Inc. (OTCQB: EQTE) (“EQM”), a U.S. based provider of engineering and environmental consulting services to government and commercial businesses, and a producer of high quality biodiesel fuel, today announced that its Form 10 Registrat |
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| August 28, 2012 |
Financial Statements and Exhibits, Other Events - 8-K 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): August 28, 2012 EQM Technologies & Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-54750 25-5894890 (State or Other Jurisdiction (Commission (IRS Empl |
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| August 27, 2012 |
EX-99.9 2 ex999to13d0796200308272012.htm JOINT FILING AGREEMENT, DATED AUGUST 27, 2012 Exhibit 99.9 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August 27, 2012 (including amendments thereto) with respect to the s |
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| August 27, 2012 |
EQTE / EQM Technologies & Energy, Inc. / Greber Jack S. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 EQM Technologies & Energy, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 26884W105 (CUSIP Number) ADAM W |
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| August 27, 2012 |
EQTE / EQM Technologies & Energy, Inc. / Argentum Capital Partners II, L.P. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 EQM Technologies & Energy, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 26884W105 (CUSIP Number) ADAM W |
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| August 24, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 2) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EQM TECHNOLOGIES & ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 25-5894890 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ |
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| August 24, 2012 |
Subsidiaries of EQM Technologies & Energy, Inc. Subsidiaries of EQM Technologies & Energy, Inc. Company Name State/Country of Incorporation Environmental Quality Management, Inc. Ohio EQ Engineers, LLC Indiana EQ Engineers Slovakia, s.r.o. (“EQES”) Slovak Republic Beacon Energy Corp. Delaware Beacon Energy (Texas) Corp. Texas AgriFuel United Biofuels Co., Inc. Delaware AgriFuel BBD Holding Co., Inc. Delaware AgriFuel Terra Farms, LLC Missouri |
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| August 23, 2012 |
begin 644 filename1.pdf M)5!$1BTQ+C4-)>+CS],-"C,Y(#`@;V)J#3P\+TQI;F5AF4@-3(O5'EP92]84F5F+U=;,2`R(#%=/CYS=')E86T-"FC>8F)D$&!@ M8F#R`A(,4X`$XPT@P1(,)-BK@<2G!PQ,C`S;0+(,C.C$?\:Y?P`"#`#4S`?D M#0IE;F1S=')E86T-96YD;V)J#7-T87)T>')E9@T*,`T*)25%3T8-"B`@("`@ M("`@#0HU,2`P(&]B:@T\/"]#(#8Y+T9I;'1E8F!@8&%@8(IF``*>$PRH@)$! M),O1@"S&`L4,##<8N!DXWP>V+(`JE5L+H9E\D14;/("(,C(#!!@`5NT'4`T* M96YD7!E+U!A9V4^/@UE;F1O8FH |
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| August 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE August 20, 2012 Via E-mail Mr. James E. Wendle President and Chief Executive Officer EQM Technologies & Energy, Inc. 1800 Carillon Boulevard Cincinnati, OH 45240 Re: EQM Technologies & Energy, Inc. Amendment 1 to Registration Statement on Form 10 Filed August 10, 2012 File No. 0-54750 Dear |
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| August 10, 2012 |
August 10, 2012 VIA EDGAR AND United Parcel Service Pamela A. Long, Esq. Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: EQM Technologies & Energy, Inc. Registration Statement on Form 10 Filed June 28, 2012 File No. 0-54750 Dear Ms. Long: On behalf of EQM Technologies & Energy, Inc. (“EQM”), transmitt |
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| August 10, 2012 |
SEVENTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION SEVENTH AMENDMENT TO FINANCING AGREEMENT THIS SEVENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of October 28, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| August 10, 2012 |
NINTH AMENDMENT FINANCING AGREEMENT NINTH AMENDMENT TO FINANCING AGREEMENT THIS NINTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of December 30, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| August 10, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EQM TECHNOLOGIES & ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 25-5894890 (State or other jurisdiction of incorporation or organization) (I.R.S. Employ |
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| August 10, 2012 |
FOURTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION FOURTH AMENDMENT TO FINANCING AGREEMENT THIS FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of December 29, 2010 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| August 10, 2012 |
FIFTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION FIFTH AMENDMENT TO FINANCING AGREEMENT THIS FIFTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 4, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| August 10, 2012 |
Execution Copy U.S. $20,000,000 FINANCING AGREEMENT, dated as of October 31, 2006, between U.S. BANK NATIONAL ASSOCIATION as Bank and ENVIRONMENTAL QUALITY MANAGEMENT, INC. as Borrower TABLE OF CONTENTS 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Environmental Definitions. 18 1.3 Other Definitional Provisions; Construction 19 2. LOANS AND OTHER FINANCIAL ACCOMMODATIONS 20 2.1 Total Facility 20 2.2 Re |
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| August 10, 2012 |
SECOND AMENDMENT FINANCING AGREEMENT SECOND AMENDMENT TO FINANCING AGREEMENT THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of September 12, 2008 (the “Effective Date”), by and between ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| August 10, 2012 |
THIRD AMENDMENT FINANCING AGREEMENT EXECUTION VERSION THIRD AMENDMENT TO FINANCING AGREEMENT THIS THIRD AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 10, 2009 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| August 10, 2012 |
SIXTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION SIXTH AMENDMENT TO FINANCING AGREEMENT THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of March 15, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| August 7, 2012 |
O L S H A N PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022 TELEPHONE: 212. |
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| July 26, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE July 25, 2012 Via E-mail Mr. James E. Wendle President and Chief Executive Officer EQM Technologies & Energy, Inc. 1800 Carillon Boulevard Cincinnati, OH 45240 Re: EQM Technologies & Energy, Inc. Registration Statement on Form 10 Filed June 28, 2012 File No. 0-54750 Dear Mr. Wendle: We have revi |
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| June 28, 2012 |
Execution Copy U.S. $20,000,000 FINANCING AGREEMENT, dated as of October 31, 2006, between U.S. BANK NATIONAL ASSOCIATION as Bank and ENVIRONMENTAL QUALITY MANAGEMENT, INC. as Borrower TABLE OF CONTENTS 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Environmental Definitions. 18 1.3 Other Definitional Provisions; Construction 19 2. LOANS AND OTHER FINANCIAL ACCOMMODATIONS 20 2.1 Total Facility 20 2.2 Re |
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| June 28, 2012 |
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 1, 2012 (the “Effective Date”), by and between Environmental Quality Management, Inc. |
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| June 28, 2012 |
NINTH AMENDMENT FINANCING AGREEMENT NINTH AMENDMENT TO FINANCING AGREEMENT THIS NINTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of December 30, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
THIRD AMENDMENT FINANCING AGREEMENT EXECUTION VERSION THIRD AMENDMENT TO FINANCING AGREEMENT THIS THIRD AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 10, 2009 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
FOURTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION FOURTH AMENDMENT TO FINANCING AGREEMENT THIS FOURTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of December 29, 2010 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
EIGHTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION EIGHTH AMENDMENT TO FINANCING AGREEMENT THIS EIGHTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of November 4, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
FIFTH AMENDMENT FINANCING AGREEMENT EX-10.6 18 v316802ex10-6.htm EXHIBIT 10.6 EXECUTION VERSION FIFTH AMENDMENT TO FINANCING AGREEMENT THIS FIFTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of February 4, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a “Borrow |
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| June 28, 2012 |
EQM Technologies & Energy, Inc. CONVERTIBLE SUBORDINATED NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED. |
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| June 28, 2012 |
AMENDED AND RESTATED EQM TECHNOLOGIES & ENERGY, INC. ARTICLE I EX-3.5 7 v316802ex3-5.htm EXHIBIT 3.5 AMENDED AND RESTATED BY-LAWS OF EQM TECHNOLOGIES & ENERGY, INC. ARTICLE I STOCKHOLDERS Section 1.1 Annual Meetings . An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at such time and at such place, within or without the State of Delaware, as may be designated by the |
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| June 28, 2012 |
CERTIFICATE OF THE DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS of SERIES A CONVERTIBLE PREFERRED STOCK of BEACON ENERGY HOLDINGS, INC. |
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| June 28, 2012 |
CONVERTIBLE NOTE PURCHASE AGREEMENT EX-10.19 31 v316802ex10-19.htm EXHIBIT 10.19 CONVERTIBLE NOTE PURCHASE AGREEMENT CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of , 2011, by and between EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). WITNESSETH: WHEREAS, subject to the terms and conditions set forth in convertible note purchase agreements substantially similar to |
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| June 28, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 EQM TECHNOLOGIES & ENERGY, INC. (Exact name of registrant as specified in its charter) Delaware 25-5894890 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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| June 28, 2012 |
Subsidiaries of EQM Technologies & Energy, Inc. Subsidiaries of EQM Technologies & Energy, Inc. Company Name State/Country of Incorporation Environmental Quality Management, Inc. Ohio EQ Engineers, LLC Indiana EQ Engineers Slovakia, s.r.o. (“EQES”) Slovak Republic Beacon Energy Corp. Delaware Beacon Energy (Texas) Corp. Texas AgriFuel United Biofuels Co., Inc. Delaware AgriFuel BBD Holding Co., Inc. Delaware AgriFuel Terra Farms, LLC Missouri |
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| June 28, 2012 |
EX-10.24 36 v316802ex10-24.htm EXHIBIT 10.24 MANAGEMENT SERVICES AGREEMENT This Management Services Agreement (this “Agreement”) is entered into effective July 1, 2012, by and between EQM Technologies & Energy, Inc. a Delaware Corporation (“EQM” or the “Company”) and Argentum Equity Management, L.L.C., a Delaware limited liability company (the “Management Services Provider” or “Argentum”). RECITAL |
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| June 28, 2012 |
AMENDED AND RESTATED LEASE AGREEMENT AMENDED AND RESTATED LEASE AGREEMENT THIS AMENDED AND RESTATED LEASE AGREEMENT is made effective as of November 1, 2006, between Carillon Partners, LLC, an Ohio limited liability company (“Lessor”), whose address is 1800 Carillon Boulevard, Cincinnati, Ohio 45240, and Environmental Quality Management, Inc. |
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| June 28, 2012 |
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 to Registration Rights Agreement, dated as of March 30, 2012 (this “Amendment”), amends that certain Registration Rights Agreement, dated as of December 30, 2011 (the “Agreement”), by and among EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the sign |
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| June 28, 2012 |
FIRST AMENDMENT FINANCING AGREEMENT FIRST AMENDMENT TO FINANCING AGREEMENT THIS FIRST AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of October 1, 2007 (the “Effective Date”), by and between ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
EQM Technologies & Energy, Inc. CONVERTIBLE SUBORDINATED NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED. |
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| June 28, 2012 |
CERTIFICATE OF INCORPORATION BEACON ENERGY HOLDINGS, INC. CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. The undersigned, being the sole incorporator herein named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby certify that: FIRST: The name of this Corporation is Beacon Energy Holdings, Inc. SECOND: The address, including street, number, city and county, of the registere |
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| June 28, 2012 |
EX-10.21 33 v316802ex10-21.htm EXHIBIT 10.21 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”), dated as of December 30, 2011, by and among EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and the holders of securities of the Company listed on the signature pages hereto (collectively, the “Investors” and, individually, an “Investor”). RECIT |
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| June 28, 2012 |
EQM TECHNOLOGIES & ENERGY, INC. WARRANT TO PURCHASE _________ SHARES OF COMMON STOCK EX-4.5 12 v316802ex4-5.htm EXHIBIT 4.5 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAW AND, ACCORDINGLY, MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND |
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| June 28, 2012 |
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”), dated as of February 4, 2011 (the “Effective Date”), is entered into by and between BEACON ENERGY HOLDINGS, INC. |
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| June 28, 2012 |
EX-10.13 25 v316802ex10-13.htm EXHIBIT 10.13 GUARANTY THIS GUARANTY (this “Guaranty”), dated as of February 4, 2011 (the “Effective Date”), made by BEACON ENERGY HOLDINGS, INC., a Delaware corporation which will, on the Effective Date, change its name to EQM Technologies & Energy, Inc. (“Guarantor”), to, and for the benefit of, U.S. BANK NATIONAL ASSOCIATION, a national banking association, for it |
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| June 28, 2012 |
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 1, 2012 (the “Effective Date”), by and between Environmental Quality Management, Inc. |
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| June 28, 2012 |
AGREEMENT AND PLAN OF MERGER AMONG BEACON ENERGY HOLDINGS, INC., BEACON ACQUISITION, INC. , AND ENVIRONMENTAL QUALITY MANAGEMENT, INC. Dated as of January 25, 2011 AGREEMENT OF PLAN AND MERGER TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Effective Time 2 Section 1.3 Effects of the Merger 2 Section 1.4 Articles of Incorporation and Code of Regulations, Director |
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| June 28, 2012 |
SEVENTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION SEVENTH AMENDMENT TO FINANCING AGREEMENT THIS SEVENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of October 28, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
CONVERTIBLE NOTE PURCHASE AGREEMENT CONVERTIBLE NOTE PURCHASE AGREEMENT CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 30, 2011, by and between EQM Technologies & Energy, Inc. |
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| June 28, 2012 |
ELEVENTH AMENDMENT FINANCING AGREEMENT EX-10.12 24 v316802ex10-12.htm EXHIBIT 10.12 EXECUTION VERSION ELEVENTH AMENDMENT TO FINANCING AGREEMENT THIS ELEVENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of March 30, 2012 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC., an Ohio corporation (“EQMI”), EQ ENGINEERS, LLC, an Indiana limited liability company (“EQE” and together with EQMI, each a |
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| June 28, 2012 |
The indebtedness evidenced by this instrument is subordinated to the prior payment-in-full of the Senior Debt, as defined in, and pursuant to the terms of, the Subordination Agreement dated as of December 29, 2010 made by U. |
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| June 28, 2012 |
EX-3.3 5 v316802ex3-3.htm EXHIBIT 3.3 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) BEACON ENERGY HOLDINGS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ |
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| June 28, 2012 |
SECOND AMENDMENT FINANCING AGREEMENT SECOND AMENDMENT TO FINANCING AGREEMENT THIS SECOND AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of September 12, 2008 (the “Effective Date”), by and between ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
TENTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION TENTH AMENDMENT TO FINANCING AGREEMENT THIS TENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of January 31, 2012 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
BIODIESEL TOLL PRODUCTION AGREEMENT EX-10.25 37 v316802ex10-25.htm EXHIBIT 10.25 BIODIESEL TOLL PRODUCTION AGREEMENT THIS BIODIESEL TOLL PRODUCTION AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of March, 2012 (the “Effective Date”), by and between BEACON ENERGY (TEXAS) CORP., a Delaware corporation whose principal place of business is located at 3102 Windmill Road, Cleburne, Texas 76033 (“Beacon”), and DEL |
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| June 28, 2012 |
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. |
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| June 28, 2012 |
SIXTH AMENDMENT FINANCING AGREEMENT EXECUTION VERSION SIXTH AMENDMENT TO FINANCING AGREEMENT THIS SIXTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated as of March 15, 2011 (the “Effective Date”), by and among ENVIRONMENTAL QUALITY MANAGEMENT, INC. |
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| June 28, 2012 |
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of January 1, 2012 (the “Effective Date”), by and between Environmental Quality Management, Inc. |
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| June 28, 2012 |
EQM TECHNOLOGIES & ENERGY, INC. STOCK OPTION PLAN (Effective as of March 29, 2011) EQM TECHNOLOGIES & ENERGY, INC. STOCK OPTION PLAN (Effective as of March 29, 2011) The following constitutes a stock option plan as adopted by EQM Technologies & Energy, Inc. (a) Name, Sponsor, and Purpose of Plan. (1) The name of this plan shall be the EQM Technologies & Energy, Inc. 2011 Stock Option Plan (called |
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| June 28, 2012 |
BEACON ENERGY HOLDINGS, INC. CONVERTIBLE SUBORDINATED NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE DEBTOR, THAT SUCH REGISTRATION IS NOT REQUIRED. |
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| March 21, 2011 |
CONVERTIBLE NOTE PURCHASE AGREEMENT Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2011, by and between EQM Technologies & Energy, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”). WITNESSETH: WHEREAS, subject to the terms and conditions set forth in convertible note purchase agreements substantially similar to this Agreement and pursu |
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| March 21, 2011 |
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): March 15, 2011 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 20-5894890 (State or other jurisdiction of incorporation) (Co |
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| March 21, 2011 |
EQM TECHNOLOGIES & ENERGY, INC. CONVERTIBLE SUBORDINATED NOTE Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR UNDER ANY STATE SECURITIES LAW AND THIS NOTE MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS THE DEBTOR RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO TH |
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| March 21, 2011 |
EQM Technologies & Energy, Inc. Completes Private Placement of Convertible Notes Exhibit 99.1 EQM Technologies & Energy, Inc. Completes Private Placement of Convertible Notes CINCINNATI, OH – Wednesday, March 16, 2011 – EQM Technologies & Energy, Inc. (OTC: EQTE.PK) (“EQM”), a leading provider of environmental services and producer of biodiesel fuel, today announced that its Board of Directors has authorized the sale of up to $3.0 million of EQM’s 10% subordinated convertible |
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| February 11, 2011 |
Exhibit 99.1 Environmental Quality Management, Inc. and Beacon Energy Holdings, Inc. Enter Into Definitive Merger Agreement CINCINNATI, OH and CRANFORD, NJ - January 26, 2011 – Environmental Quality Management, Inc. (“EQM”), a Cincinnati, OH-based leading provider of environmental services, and Beacon Energy Holdings, Inc. - OTC: BCOE.PK (“Beacon”), a Cleburne, TX-based leading producer of biodies |
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| February 11, 2011 |
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 7, 2011 EQM Technologies & Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 20-5894890 (State or other jurisdiction of incorporation) ( |
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| February 11, 2011 |
Exhibit 3.2 CERTIFICATE OF THE DESIGNATIONS, PREFERENCES AND RELATIVE PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS of SERIES A CONVERTIBLE PREFERRED STOCK of BEACON ENERGY HOLDINGS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, BEACON ENERGY HOLDINGS, INC., a corporation organized and existing under the Gen |
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| February 11, 2011 |
Exhibit 3.3 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) BEACON ENERGY HOLDINGS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIF |
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| February 11, 2011 |
Exhibit 99.2 Environmental Quality Management, Inc. and Beacon Energy Holdings, Inc. Complete Merger Beacon Energy Holdings, Inc. Changes Name to “EQM Technologies & Energy, Inc.” CINCINNATI, OH – Tuesday, February 8, 2011 – Environmental Quality Management, Inc. (“EQM”) and Beacon Energy Holdings, Inc. (OTC: BCOE.PK) (“Beacon”) today announced that they have completed the merger of EQM into a who |
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| February 11, 2011 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) BEACON ENERGY HOLDINGS, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIF |
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| February 11, 2011 |
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER AMONG BEACON ENERGY HOLDINGS, INC., BEACON ACQUISITION, INC., AND ENVIRONMENTAL QUALITY MANAGEMENT, INC. Dated as of January 25, 2011 AGREEMENT OF PLAN AND MERGER TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Effective Time 2 Section 1.3 Effects of the Merger 2 Section 1.4 Articles of Incorporation and Code of Regulatio |
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| February 11, 2011 |
AMENDED AND RESTATED EQM TECHNOLOGIES & ENERGY, INC. ARTICLE I Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF EQM TECHNOLOGIES & ENERGY, INC. ARTICLE I STOCKHOLDERS Section 1.1 Annual Meetings. An annual meeting of stockholders to elect directors and transact such other business as may properly be presented to the meeting shall be held at such time and at such place, within or without the State of Delaware, as may be designated by the Board of Directors. Section |
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| May 25, 2010 |
BEACON REVIEWS 2009 RESULTS, RECENT DEVELOPMENTS Exhibit 99.1 FOR IMMEDIATE RELEASE BEACON REVIEWS 2009 RESULTS, RECENT DEVELOPMENTS CRANFORD, NJ, May 25, 2010 – Beacon Energy Holdings, Inc. (OTC Bulletin Board: BCOE - News), a producer of biodiesel from animal fats and secondary oils, today reviewed the company’s 2009 results and issued an update on its recent developments. Beacon’s Annual Report on Form 10-K for 2009 indicated that its auditor |
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| May 25, 2010 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): May 25, 2010 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 26-3254908 (State or other jurisdiction of incorporation) (Commiss |
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| May 20, 2010 |
BEACON ENERGY SCHEDULES MAY 25 CONFERENCE CALL Exhibit 99.1 FOR IMMEDIATE RELEASE BEACON ENERGY SCHEDULES MAY 25 CONFERENCE CALL CRANFORD, NJ, May 20, 2010 – Beacon Energy Holdings, Inc. (OTC Bulletin Board: BCOE - News), a producer of biodiesel from animal fats and secondary oils, will host a conference call on Tuesday, May 25, 2010 at 10:00 a.m. Eastern Time to discuss its results for the year ended December 31, 2009 and to provide an update |
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| May 20, 2010 |
Other Events, Financial Statements and Exhibits 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): May 20, 2010 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 26-3254908 (State or other jurisdiction of incorporation) (Commiss |
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| May 17, 2010 |
: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2010 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on |
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| May 7, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147261 BEACON ENERGY |
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| March 31, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2009 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on |
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| November 16, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-147261 Beacon Energy Holdings, Inc. |
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| August 18, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-147261 Beacon Energy Holdings, Inc. |
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| August 17, 2009 |
: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2009 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F |
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| July 14, 2009 |
Mail Stop 3010 July 14, 2009 Via U.S. Mail and Facsimile 908.497.1097 Mr. Carlos E. Aguero Chairman and Director Beacon Energy Holdings, Inc. 186 North Avenue East Cranford, NJ 07016 Re: Beacon Energy Holdings, Inc. Item 4.01 Form 8-K Filed July 13, 2009 Item 4.01 Form 8-K/A Filed July 13, 2009 File No. 333-147261 Dear Mr. Aguero: We have completed our review of the above referenced filings and ha |
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| July 13, 2009 |
Exhibit 16.1 July 13, 2009 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 File Number 333-147261 Dear Sirs/Madams: We have read Item 4.01 of Beacon Energy Holdings, Inc.’s Form 8-K dated July 13, 2009 and we agree with the statements made concerning our firm. Yours truly, /s/ Friedman LLP |
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| July 13, 2009 |
Mail Stop 3010 July 13, 2009 Via U.S. Mail and Facsimile 908.497.1097 Mr. Carlos E. Aguero Chairman and Director Beacon Energy Holdings, Inc. 186 North Avenue East Cranford, NJ 07016 Re: Beacon Energy Holdings, Inc. Item 4.01 Form 8-K Filed July 13, 2009 File No. 333-147261 Dear Mr. Aguero: We have reviewed your filing and have the following comments. Where indicated, we think you should revise yo |
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| July 13, 2009 |
186 North Avenue East Cranford, New Jersey (908) 497-9990 July 13, 2009 U.S. Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549-3010 Attention: Mark Rakip Staff Accountant Re: Beacon Energy Holdings, Inc. Item 4.01 Form 8-K Filed July 13, 2009 File No. 333-147261 Dear Mr. Rakip: Beacon Energy Holdings, Inc. (“Beacon” or the “Company”) is in receipt of your lett |
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| July 13, 2009 |
Changes in Registrant's Certifying Accountant, 8-K, Financial Statements and Exhibits 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): July 13, 2009 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 26-3254908 (State or other jurisdiction of incorporation) (Commis |
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| July 13, 2009 |
Exhibit 16.1 July 13, 2009 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 File Number 333-147261 Dear Sirs/Madams: We have read Item 4.01 of Beacon Energy Holdings, Inc.’s Form 8-K/A dated July 13, 2009 and we agree with the statements made concerning our firm. Yours truly, /s/ Friedman LLP |
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| July 13, 2009 |
Changes in Registrant's Certifying Accountant, 8-K/A, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2009 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 26-3254908 (State or other jurisdiction of incorporation) (Comm |
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| July 1, 2009 |
Beacon Energy Holdings, Inc. Announces the Appointment of Directors to its Board Exhibit 99.1 Beacon Energy Holdings, Inc. Announces the Appointment of Directors to its Board Tuesday, June 30, 2009 CRANFORD, NJ—(Marketwire - June 30, 2009) - Beacon Energy Holdings, Inc. (OTCBB: BCOE), a producer of Biodiesel from animal fats and secondary oils, today announced that it has appointed Joseph DePalma and John Colin to its Board of Directors, effective June 30, 2009. Mr. DePalma is |
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| July 1, 2009 |
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): July 1, 2009 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 26-3254908 (State or other jurisdiction of incorporation) (Commiss |
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| June 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-147261 Beacon Energy Holdings, Inc. |
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| May 18, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-147261 BEACON ENERGY |
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| May 14, 2009 |
: UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2009 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on |
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| April 16, 2009 |
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 16, 2009 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 20-5754991 (State or other jurisdiction of incorporation) (Commi |
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| April 16, 2009 |
Exhibit 99.1 FOR IMMEDIATE RELEASE SENIOR SECURED NOTE FUNDING CRANFORD, NJ, April 16, 2009 – Beacon Energy, Holdings, Inc. (OTC Bulletin Board: BCOE - News), an emerging producer and investor in the developing biodiesel sector, today announced the close of a $1.5 million Senior Secured Note funding. The Notes will accrue interest at a fixed rate of 15% per annum payable at maturity in three years |
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| April 16, 2009 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”) entered into as of April 10, 2009, by and among BEACON ENERGY HOLDINGS, INC. (the “Company”) and the lenders listed on Schedule A hereto (the “Lenders”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Purchase of Not |
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| March 31, 2009 |
NT 10-K 1 v144765nt10-k.htm : UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2008 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Fo |
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| March 4, 2009 |
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 26, 2009 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 20-5754991 (State or other jurisdiction of incorporation) (Co |
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| March 4, 2009 |
BEACON ENERGY HOLDINGS ANNOUNCES PRESIDENT’S RESIGNATION Exhibit 99.1 FOR IMMEDIATE RELEASE BEACON ENERGY HOLDINGS ANNOUNCES PRESIDENT’S RESIGNATION CRANFORD, N.J, March 4, 2009 – Beacon Energy Holdings, Inc. (OTC Bulletin Board: BCOE), an emerging producer and investor in the developing biodiesel sector, today announced the resignation of its President and Chief Executive Officer, Dylan K. Remley, effective February 26, 2008. Mr. Remley had been with t |
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| January 7, 2009 |
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 7, 2009 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 20-5754991 (State or other jurisdiction of incorporation) (Comm |
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| January 7, 2009 |
Beacon Energy Holdings, Inc. Announces Reduction in Work Force Exhibit 99.1 Beacon Energy Holdings, Inc. Announces Reduction in Work Force Wednesday, January 7, 2009 CRANFORD, N.J.-(BUSINESS WIRE)-Beacon Energy Holdings, Inc. (OTC Bulletin Board: BCOE - News) (“Beacon” or the “Company”), an emerging producer and investor in the developing biodiesel sector, announced today that it had reduced its work force at its Cleburne, Texas facility (the “Texas Facility” |
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| November 14, 2008 |
Unassociated Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-147261 Beacon Energy Holdings, Inc. |
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| September 16, 2008 |
Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2008 Beacon Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333-147261 20-5754991 (State or other jurisdiction of incorporation) (Commissi |
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| August 20, 2008 |
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): August 20, 2008 Beacon Energy Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 333-147261 20-5754991 (State or other jurisdiction of incorporation) (Comm |
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| August 20, 2008 |
Exhibit 99.1 Beacon Energy Holdings, Inc. Reports Second Quarter Financial Results Wednesday August 20, 8:30 am ET CRANFORD, N.J.-(BUSINESS WIRE)-Beacon Energy Holdings, Inc. (OTC Bulletin Board: BCOE - News) (“Beacon” or the “Company”), an emerging producer and investor in the developing biodiesel sector, announced its financial results today for the second quarter 2008. For the six month period |
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| August 19, 2008 |
Exhibit 2.1 AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG LAURENCE ASSOCIATES CONSULTING, INC. BEACON ENERGY HOLDINGS, INC. BEACON ACQUISITION CORP. and BEACON ENERGY CORP. Dated as of June 30, 2008 AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is mad |
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| August 19, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-147261 Beacon Energy Holdings, Inc. |
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| August 13, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NT 10-Q 1 v123328nt10.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number 333-147261 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form N-SAR o Form 20-F o Form N-CSR o Form 11-K x Form 10-Q o Form 10-D For Period Ended: June 30, 2008 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Trans |
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| July 7, 2008 |
BEACON ENERGY CORP. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2007 AND INDEPENDENT AUDITORS' REPORT BEACON ENERGY CORP. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS Page Independent Auditors' Report 1 Financial Statements Consolidated Balance Sheet 2 Consolidated Statement of Operations for the year ended December 31, 2007 and f |
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| July 7, 2008 |
BY-LAWS BEACON ENERGY HOLDINGS, INC. (A Delaware corporation) (Effective June 25, 2008) ARTICLE I BY-LAWS OF BEACON ENERGY HOLDINGS, INC. (A Delaware corporation) (Effective June 25, 2008) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Trea |
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| July 7, 2008 |
Beacon Energy Corp. and Subsidiaries (A Development Stage Company) Financial Report 12.31.06 McGladrey & Pullen LLP is a member firm of RSM International - an affiliation of separate and independent legal entities. Contents Independent Auditor's Report 1 Consolidated Financial Statements Consolidated balance sheet 2 Consolidated statement of operations 3 Consolidated statement of stockholders' equ |
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| July 7, 2008 |
BEACON ENERGY CORP. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS BEACON ENERGY CORP. AND SUBSIDIARIES (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS Page Item 1. Condensed Consolidated Interim Financial Statements Condensed Consolidated Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007 1 Condensed Consolidated Statements of Operations for the three months ended March 31, 2008 and 2007 (unaudited) and for the period September 5, 2006 (incept |
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| July 7, 2008 |
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of June 30, 2008, by Beacon Energy Holdings, Inc. |
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| July 7, 2008 |
BEACON ENERGY HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS BEACON ENERGY HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On July 2, 2008, Laurence Associates Consulting, Inc., a Nevada corporation (“Laurence”), was merged with and into Beacon Energy Holdings, Inc., a Delaware corporation (“Holdings”), for the purpose of changing its state of incorporation to Delaware from Nevada and changing its name, all pursuant to a Certifica |
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| July 7, 2008 |
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG BEACON ENERGY HOLDINGS, INC. |
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| July 7, 2008 |
BEACON ENERGY HOLDINGS, INC. List of Subsidiaries BEACON ENERGY HOLDINGS, INC. List of Subsidiaries Name Jurisdiction Beacon Energy Corp. Delaware Agrifuel Terra Farms, LLC Missouri Beacon Energy (Texas) Corp. Delaware Agrifuel BBD Holding CO., Inc. Delaware Agrifuel United Biofuels CO., Inc. Delaware |
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| July 7, 2008 | ||
| July 7, 2008 |
BEACON ENERGY HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENT BEACON ENERGY HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of 20 (the “Grant Date”), is between Beacon Energy Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a S |
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| July 7, 2008 |
BEACON ENERGY HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT BEACON ENERGY HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This Director and Officer Indemnification Agreement, dated as of June , 2008 (this “Agreement”), is made by and between Beacon Energy Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). RECITALS: A. Section 141 of the Delaware General Corporation Law provides that the business and affair |
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| July 7, 2008 | ||
| July 7, 2008 |
/s/ Li & Company, PC Li & Company, PC Exhibit 16.1 June 30, 2008 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Commissioners: We have read the statements made by Beacon Energy Holdings, Inc. (formerly known as Laurence Associates Consulting, Inc.), pursuant to Item 4.01 of Form 8-K, as part of the Company’s Form 8-K report dated July 7, 2008. We agree with the statements in Item 4.01 concerning our Firm |
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| July 7, 2008 |
CERTIFICATE OF MERGER OF BEACON ACQUISITION CORP. (a Delaware corporation) WITH AND INTO BEACON ENERGY CORP. (a Delaware Corporation) (Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law) The undersigned corporations, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, do hereby certify: FIRST: Beacon Acquisition Corp., is bei |
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| July 7, 2008 | ||
| July 7, 2008 |
BEACON ENERGY HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN BEACON ENERGY HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2008 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Beacon Energy Holdings, Inc., a Delaware corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f) of the Uni |
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| July 7, 2008 |
CERTIFICATE OF INCORPORATION BEACON ENERGY HOLDINGS, INC. CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. The undersigned, being the sole incorporator herein named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby certify that: FIRST: The name of this Corporation is Beacon Energy Holdings, Inc. SECOND: The address, including street, number, city and county, of the registere |
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| July 7, 2008 |
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): June 30, 2008 Beacon Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 333- 147261 20-5754991 (State or other jurisdiction of incorporation) (Commissio |
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| July 7, 2008 |
BEACON ENERGY HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT BEACON ENERGY HOLDINGS, INC. 2008 EQUITY INCENTIVE PLAN FORM OF INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the day of , 20 (the “Grant Date”), is between Beacon Energy Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation” |
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| July 7, 2008 |
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2008, is made by and between Beacon Energy Holdings, Inc. |
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| July 7, 2008 | ||
| July 2, 2008 |
Section 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2008 BEACON ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-147261 20-5754991 (State or other jurisdiction of incorporation) |
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| June 26, 2008 |
CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BEACON ENERGY HOLDINGS, INC. The undersigned, being the sole incorporator herein named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does hereby certify that: FIRST: The name of this Corporation is Beacon Energy Holdings, Inc. SECOND: The address, including street, number, city and county, of t |
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| June 26, 2008 |
Exhibit 3.2 EXHIBIT 3.2 BY-LAWS OF BEACON ENERGY HOLDINGS, INC. (A Delaware corporation) (Effective June 25, 2008) ARTICLE I STOCKHOLDERS 1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-P |
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| June 26, 2008 |
STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Exhibit 2.2 STATE OF DELAWARE CERTIFICATE OF OWNERSHIP AND MERGER Section 253C Parent into Subsidiary CERTIFICATE OF OWNERSHIP AND MERGER MERGING LAURENCE ASSOCIATES CONSULTING, INC., a Nevada Corporation INTO BEACON ENERGY HOLDINGS, INC., a Delaware Corporation Laurence Associates Consulting, Inc., a corporation organized and existing under the laws of the State of Nevada, DOES HEREBY CERTIFY: FI |
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| June 26, 2008 |
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): June 26, 2008 BEACON ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 333-147261 20-5754991 (State or other jurisdiction of incorporation) (Commission |
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| June 26, 2008 |
Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701·4299 (775) 684 5708 Website: secretaryofstate. |
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| June 26, 2008 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2008 (the “Agreement”), between Laurence Associates Consulting, Inc., a Nevada corporation (the “Corporation”), and Beacon Energy Holdings, Inc., a Delaware corporation (the “Subsidiary”). WITNESSETH: WHEREAS, the Subsidiary desires to acquire all the assets, and to assume all of the liabilities and obligat |
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| May 2, 2008 |
Form 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 £ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333- 147261 LAURENCE ASSOCIATES CONSULTIN |
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| April 29, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) S QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 £ TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 333- 147261 LAURENCE ASSOCIATES CONSULTING, INC. |
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| February 12, 2008 |
As Filed with the Securities and Exchange Commission February 11, 2008 Registration No. |
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| February 12, 2008 |
LAURENCE ASSOCIATES CONSULTING, INC. 130 College Street, Suite 200A South Hadley, MA 01075 LAURENCE ASSOCIATES CONSULTING, INC. 130 College Street, Suite 200A South Hadley, MA 01075 413-533-3334 February 11, 2008 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Company: LAURENCE ASSOCIATES CONSULTING, INC. Form: SB2 Registration Statement – Acceleration Request File No.: File No.: 333-147261 Dear Sirs and/or Madam: This letter serves as our |
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| February 12, 2008 |
GARY B. WOLFF, P.C. COUNSELOR AT LAW 488 Madison Avenue Suite 1100 New York, New York 10022 Tel: (212) 644-6446 Fax: (212) 644-6498 Email: [email protected] February 11, 2008 Via Federal Express Stacie D. Gorman Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Laurence Associates Consulting, Inc. (the “Company”) Registration Stat |
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| February 12, 2008 |
As Filed with the Securities and Exchange Commission February 12, 2008 Registration No. |
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| February 5, 2008 |
LAURENCE ASSOCIATES CONSULTING, INC. 130 College Street, Suite 200A South Hadley, MA 01075 LAURENCE ASSOCIATES CONSULTING, INC. 130 College Street, Suite 200A South Hadley, MA 01075 413-533-3334 February 5, 2008 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Company: LAURENCE ASSOCIATES CONSULTING, INC. Form: SB2 Registration Statement – Acceleration Request File No.: File No.: 333-147261 Dear Sirs and/or Madam: As President of, on behalf |
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| February 4, 2008 |
LAURENCE ASSOCIATES CONSULTING, INC. 130 College Street, Suite 200A South Hadley, MA 01075 Acceleration Letter LAURENCE ASSOCIATES CONSULTING, INC. 130 College Street, Suite 200A South Hadley, MA 01075 413-533-3334 February 4, 2008 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Company: LAURENCE ASSOCIATES CONSULTING, INC. Form: SB2 Registration Statement – Acceleration Request File No.: File No.: 333-147261 Dear Sirs and/or Madam: This le |
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| February 4, 2008 |
Mail Stop 4561 February 4, 2008 Mr. Fredrick L. Sliva, President Laurence Associates Consulting, Inc. 130 College Street Suite 200A South Hadley, MA 01075 Re: Laurence Associates Consulting, Inc. Registration Statement on Form SB-2/A Filed January 30, 2008 File No. 333-147261 Dear Mr. Sliva: We have reviewed your filing and have the following comments. Where indicated, we think you should revise y |
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| January 30, 2008 |
GARY B. WOLFF, P.C. COUNSELOR AT LAW 488 Madison Avenue Suite 1100 New York, New York 10022 Tel: (212) 644-6446 Fax: (212) 644-6498 Email: [email protected] January 28, 2008 Mail Stop 4561 Michael McTiernan Special Counsel U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Laurence Associates Consulting, Inc. (the “Company”) Registration Statement Form SB-2/ Pr |
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| January 30, 2008 |
As Filed with the Securities and Exchange Commission January 30, 2008 Registration No. |
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| January 16, 2008 |
Mail Stop 4561 January 16, 2008 Mr. Fredrick L. Sliva, President Laurence Associates Consulting, Inc. 130 College Street Suite 200A South Hadley, MA 01075 Re: Laurence Associates Consulting, Inc. Registration Statement on Form SB-2/A Filed January 7, 2008 File No. 333-147261 Dear Mr. Sliva: We have reviewed your filing and have the following comments. Where indicated, we think you should revise yo |
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| January 9, 2008 |
Mail Stop 4561 December 31, 2007 Mr. Fredrick L. Sliva, President Laurence Associates Consulting, Inc. 130 College Street Suite 200A South Hadley, MA 01075 Re: Laurence Associates Consulting, Inc. Registration Statement on Form SB-2/A Filed December 20, 2007 File No. 333-147261 Dear Mr. Sliva: We have reviewed your filing and have the following comments. Where indicated, we think you should revise |
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| January 7, 2008 |
As Filed with the Securities and Exchange Commission January 7, 2008 Registration No. |
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| January 7, 2008 |
GARY B. WOLFF, P.C. COUNSELOR AT LAW 488 Madison Avenue Suite 1100 New York, New York 10022 Tel: (212) 644-6446 Fax: (212) 644-6498 Email: [email protected] January 7, 2008 Mail Stop 4561 Michael McTiernan Special Counsel U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Laurence Associates Consulting, Inc. (the “Company”) Registration Statement Form SB-2/ Pre |
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| December 28, 2007 |
Mail Stop 4561 December 5, 2007 Mr. Fredrick L. Sliva, President Laurence Associates Consulting, Inc. 130 College Street Suite 200A South Hadley, MA 01075 Re: Laurence Associates Consulting, Inc. Registration Statement on Form SB-2 Filed November 9, 2007 File No. 333-147261 Dear Mr. Sliva: We have reviewed your filing and have the following comments. Where indicated, we think you should revise you |
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| December 20, 2007 |
GARY B. WOLFF, P.C. COUNSELOR AT LAW 488 Madison Avenue Suite 1100 New York, New York 10022 Tel: (212) 644-6446 Fax: (212) 644-6498 Email: [email protected] December 19, 2007 Mail Stop 4561 Michael McTiernan Special Counsel U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Laurence Associates Consulting, Inc. (the “Company”) Registration Statement Form SB-2/ P |
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| December 20, 2007 |
As Filed with the Securities and Exchange Commission December 20, 2007 Registration No. |
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| November 9, 2007 |
As Filed with the Securities and Exchange Commission November , 2007 Registration No. |
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| November 9, 2007 |
ARTICLES OF INCORPORATION LAURENCE ASSOCIATES CONSULTING, INC. Exhibit 3.1 ARTICLES OF INCORPORATION OF LAURENCE ASSOCIATES CONSULTING, INC. KNOW ALL BY THESE PRESENTS: That the undersigned does hereby associate themselves, desiring to be incorporated as a corporation in accordance with the laws of the State of Nevada and hereby certify and adopt the following Articles of Incorporation, the terms whereof have been agreed upon to be equally obligatory upon the |
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| November 9, 2007 |
LAURENCE ASSOCIATES CONSULTING, INC. ARTICLE I Exhibit 3.2 BYLAWS OF LAURENCE ASSOCIATES CONSULTING, INC. ARTICLE I OFFICES Section 1.01 Registered Office. The registered office shall be at such address as shall be set forth from time to time in the office of the Secretary of State of the State of Nevada. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of Nevada as |
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| November 9, 2007 |
Exhibit 10.3 Frederick L. Sliva Laurence Associates Consulting, Inc. 130 College Street, Suite 200A South Hadley, MA 01075 Dear Mr. Sliva: The undersigned has acquired shares (the "Shares") of the Company's Common Stock from Laurence Associates Consulting, Inc. (the "Company") in a privately negotiated transaction. In that regard, I represent to you that I understand that the Company is permitting |
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| November 9, 2007 |
Exhibit 10.2 Exhibit 10.2 AGREEMENT AGREEMENT dated this 28th day of September 2007, by and between LAURENCE ASSOCIATES CONSULTING, INC. (hereinafter “LAC”), a Nevada Corporation, with offices located at 130 College Street, Suite 200A, South Hadley, MA 01075, Frederick L. Sliva, President of LAC and Gary B. Wolff, P.C., counsel to LAC, with offices located at 488 Madison Avenue, Suite 1100, , New |
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| November 9, 2007 |
LAURENCE ASSOCIATES CONSULTING, INC. 2007 NON-STATUTORY STOCK OPTION PLAN Exhibit 10.1 LAURENCE ASSOCIATES CONSULTING, INC. 2007 NON-STATUTORY STOCK OPTION PLAN 1. Purpose of this Plan This Non-Statutory Stock Option Plan (the "Plan") is intended as an employment incentive, to aid in attracting and retaining in the employ or service of LAURENCE ASSOCIATES CONSULTING, INC. (the "Company"), a Nevada corporation, and any Affiliated Corporation, persons of experience and ab |
