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


March 15, 2015

Date of Report (Date of earliest event reported)


Perpetual Industries Inc.

(Exact name of registrant as specified in its charter)


Nevada


333-187134


71-103-2898

(State or other jurisdiction of incorporation)


(Commission File Number)


(IRS Employer Identification No.


#110, 5-8720 Macleod Trail South, Calgary, Alberta,

 

T2H 0M4

(Address of principal executive offices)

 

(Zip Code)


Registrants telephone number, including area code (403) 214-4321


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ]

Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry into a Material Definitive Agreement

 

On March 15, 2015, the registrant entered into a twelve-month service agreement with Hanover International Inc. for creating an effective campaign by applying best industry practices in the areas of financial communications and corporate finance advisory for Perpetual Industries, Inc. for a value consisting of (i) monthly cash payments of $2,500 for the first 6 months increasing to $5,000 for the last 6 months of the agreement and (ii) a total of 500,000 restricted shares of common stock.  The first quarterly stock payment of 125,000 is issuable on the 91st day following execution of this Service Agreement.  Subsequent quarterly stock issuances shall be issued every 90 days thereafter for the term of the Agreement. There is no material relationship between Hannover and the registrant or its affiliates, other than in respect of said agreement.


Item 8.01. Other Items.

Attached as Exhibit 99.1 is a copy of a press release of Perpetual Industries Inc. Dated March 17, 2015, reporting its service agreement with Hanover.



Item 9.01. Financial Statements and Exhibits.


(d) Exhibits, The following exhibit is furnished herewith.


Exhibit No.

Description

 

99.1

Press Release dated March 17, 2015





1


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 

PERPETUAL INDUSTRIES INC.

 

 

 

 

 

Date: March 17, 2015

By:

/s/ Brent W. Bedford

 



Chairman, President and CEO






2




PERPETUAL INDUSTRIES ENGAGES THE SERVICES OF

HANOVER INTERNATIONAL, INC.


CALGARY, AB and New York, Mar 17, 2015 Perpetual Industries Inc. (OTC:PRPI), a developer of new and innovative energy efficient products, today announced that the Company has  engaged Hanover International, Inc. as its Capital Markets Advisor.  


Led by President and CEO, James Hock, Hanover International has advised more than 300 micro/small- and mid-cap companies with defining and implementing their respective debt/equity capital formation, mergers and acquisitions and institutional shareholder relations strategies. Responsible for creating an effective campaign, Hanover will be applying best industry practices in the areas of financial communications and corporate finance advisory for Perpetual Industries.


Brent Bedford, President and CEO of Perpetual Industries, stated, We are very pleased to be working with the entire team at Hanover. Perpetual Industries is at an important stage in its growth and we need an experienced and well-respected partner like Hanover to consult with about financial strategy, investor relations, and capital formation. Hanover has a strong understanding of the Companys vision, strengths, and needs. With their services at hand, our resources can be freed up to focus on our primary goal: the optimization, implementation and commercialization of the XYO Technology.


About Perpetual Industries Inc.

Incorporated in Nevada and based in Calgary, Alberta, Perpetual Industries Inc. (OTC:PRPI) is an emerging growth company focusing on research, development and industrial design of new and innovative energy efficient products. At its core is an automatic, mechanical balancing technology called XYO, used for balancing rotating parts in machines so that they produce less vibration and operate more efficiently. Perpetual sublicenses XYO to third parties and directly develops and manufactures products containing XYO. For more information, please visit: www.perpetualindustries.com.


Forward Looking Statements

This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve assumptions, expectations and projections about events subject to risk and uncertainty; these estimates reflect the best judgment, at the time, of our senior management. Expressions like believe, anticipate, intend, estimate, expect, and project identify them, but they do not always contain such words. They may relate to our anticipated sales performance and trends, operating income, cash flows, business strategies and initiatives, and other matters. Actual results may differ and matters and transactions may not proceed as contemplated. Unknown or unpredictable factors could have material adverse effects on our future results, performance or achievements.


We caution you not to rely unduly on our forward-looking statements. Investors should consider our Securities and Exchange Commission (SEC) filings, including our Registration Statement on Form S-1, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, especially the Managements Discussion and Analysis and Risk Factors sections, and our Current Reports on Form 8-K.


We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, nor to update any news release, SEC filing, presentation, or website.


Investor Relations:Perpetual Industries Inc.(403) 214-4321info@perpetualindustries.com




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