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


Dec 10, 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)


Registrant’s 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 December 10, 2015, Perpetual Industries Inc. ( Perpetual ) entered into an Exclusive Distributor Agreement (“Agreement”) with Galenfeha Inc. (“Galenfeha”). As per the Agreement, Perpetual will have exclusive rights to import, market, distribute, sell and service all of Galenfeha’s products, including its lithium iron phosphate (LiFePO4) batteries and chemical injection pumps (“Products”), in Canada (“Territory”). The Agreement is for a term of three (3) years and will continue in effect until terminated.

Perpetual’s duties under the Agreement are to: stock a sufficient inventory of Products and repair parts, maintain adequate facilities and personnel, price Products in accordance with Galenfeha’s guidelines and policies, reasonably publicize the Products, and, in general, devote sufficient time and attention to adequately sell, repair, distribute and service the Products in the Territory.

Galenfeha’s duties under the Agreement are to use it best efforts to support Perpetual’s duties, including providing: a sufficient supply of Products and repair parts, access to Galenfeha’s warranty terms, pricing lists, policies, catalogs, and sales material, and the training and information necessary to service and repair the Products.

Galenfeha, a Nevada corporation with offices in Fort Worth, Texas and Shreveport, Louisiana, is a design, engineering, and manufacturing firm with a focus on stored energy solutions with low environmental impact. Galenfeha designs, manufactures and markets a complete line of patent pending, microprocessor controlled, LiFePO4 chemistry battery systems for Oil and Gas measurement and automation as well as a full line of proprietary high precision chemical injection systems.



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Item 8.01. Other Items.

Attached as Exhibit 99.1 is a copy of a press release of Perpetual Industries Inc. dated January 21, 2016, reporting its Exclusive Distributor Agreement with Galenfeha Inc.


Item 9.01. Financial Statements and Exhibits.


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


Exhibit No.

Description


99.1

Press Release dated January 21, 2016





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SIGNATURES


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


 

PERPETUAL INDUSTRIES INC.

 

 

 

 

 

Date: January 21, 2016

By:

/s/ Brent W. Bedford

 

 

 

Chairman, President and CEO

 





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Perpetual Industries and Galenfeha Sign Exclusive Distributor Agreement


CALGARY, AB and FORT WORTH, TX, January 21, 2016 Perpetual Industries Inc. (OTC:PRPI), a developer of new and innovative energy efficient products, is pleased to announce that it has signed an Exclusive Distributor Agreement with Galenfeha Inc. (OTC: GLFH) to represent their products in Canada.


The agreement gives Perpetual Industries, Inc. exclusive rights to import, market, distribute, sell and service Galenfeha’s products in Canada. The products include:


·

Proprietary, patent pending, GLFH product line of Lithium Iron Phosphate (LiFePO4) chemistry battery systems for oil and gas measurement and automation. The light weight, safety, excellent thermal stability, long life, good electrochemical properties and a very high specific energy density make Galenfeha’s LiFePO4 batteries the best choice to replace lead-acid batteries. The onboard Battery Management System (BMS) also monitors the key operational parameters during charging and discharging such as voltages, currents and internal temperatures; it also eliminates the need for a separate charge regulator when connected to solar panels or a wind turbine. LiFePO4 is not your traditional lead-acid battery. It contains no acid, no toxic lead and does not create hydrogen gas during the charge cycle. LiFePO4 batteries have much lower self-discharge, do not sulfate, and are environmentally friendly.

·

Proprietary, patent pending, Daylight product line of high precision chemical injection systems for oil and gas producers. The pump system's design and technology allows for increased chemical injection accuracy previously unheard of in the current market.  Such increased accuracy significantly reduces chemical contamination in the production process while controlling chemical cost and waste.


Through this agreement Perpetual Industries is able to diversify its product lines with finished products that are complementary to its business. Galenfeha’s batteries and pumps have already proven successful and have been well received in the US market. Perpetual Industries desires to build on this success through an organic growth business model across the Canadian marketplace; it will also assist in generating an alternative revenue stream while the company continues efforts to commercialize its own XYO Technology.


Perpetual Industries also announced new updates to its corporate website www.perpetualindustries.com, where you can now find more information on Galenfeha’s batteries and pumps, as well as the XYO Technology.


“Perpetual Industries was started with a mission to ‘perpetuate industry’ by bringing new, innovative, energy efficient, value-added technologies to market,” said Brent W. Bedford, President & CEO of Perpetual Industries. “Galenfeha is an environmentally conscious company whose products align with our own goals. Their batteries are a non-toxic, lightweight, longer lasting, and superior replacement for lead-acid batteries, and their chemical injection pumps provide an accurate and low maintenance solution for the oil and gas sector. We are extremely happy to have formed this strategic alliance and are eager to introduce Galenfeha’s products to the Canadian market.”


“Perpetual Industries is located in the heart of the Canadian oil and gas sector which is a primary target for our product lines,” said Jeff Roach, Director of Sales at Galenfeha. “They have a strong network within the industry and we are pleased to have them represent our products. We look forward to working closely with as we expand into the Canadian market.”




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. Its mission is to ‘perpetuate industry’ by bringing value-added technologies to market. At the company’s 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. The Company also seeks to obtain the rights to develop, market, distribute, sell and/or services other innovative products and technologies. Perpetual has exclusive rights in Canada to represent Galenfeha’s patent pending, microprocessor controlled, Lithium Iron Phosphate (LiFePO4) chemistry battery systems for Oil and Gas measurement and automation, as well as a full line of proprietary high precision chemical injection systems. For more information, please visit: www.perpetualindustries.com.


About Galenfeha, Inc.

Galenfeha Inc. (OTC:GLFH) is a design, engineering, and manufacturing firm with a focus on stored energy solutions with low environmental impact. Galenfeha designs, manufactures and markets a complete line of patent pending, microprocessor controlled, LiFePO4 chemistry battery systems for Oil and Gas measurement and automation as well as a full line of proprietary high precision chemical injection systems. For more information, please visit:

www.galenfe ha.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 “will”, “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 “Management’s 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.