-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IYCRhIjrKMJWkXZOHClV/pmQUUTNc1QFJFX5T3Uz3ypU15vrz9Jg1kLEzTBE0Nf7 8cxGrgCAim5B+Xk4BSQERg== 0001096906-10-001433.txt : 20101112 0001096906-10-001433.hdr.sgml : 20101111 20101112093530 ACCESSION NUMBER: 0001096906-10-001433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101110 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101112 DATE AS OF CHANGE: 20101112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mountain Renewables, Inc. CENTRAL INDEX KEY: 0001465130 STANDARD INDUSTRIAL CLASSIFICATION: HEATING EQUIPMENT, EXCEPT ELECTRIC & WARM AIR FURNACES [3433] IRS NUMBER: 371563401 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-159577 FILM NUMBER: 101183307 BUSINESS ADDRESS: STREET 1: 4320 EAGLE POINT PARKWAY STREET 2: SUITE A CITY: BIRMINGHAM STATE: AL ZIP: 35242 BUSINESS PHONE: 205-453-9650 MAIL ADDRESS: STREET 1: 4320 EAGLE POINT PARKWAY STREET 2: SUITE A CITY: BIRMINGHAM STATE: AL ZIP: 35242 8-K 1 mwbl8k20101110.htm MOUNTAIN RENEWABLES, INC. FORM 8-K NOVEMBER 10, 2010 mwbl8k20101110.htm



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

COMMISSION FILE NO.: 333-159577



Date of Report: November 10, 2010


MOUNTAIN RENEWABLES, INC.
(Exact name of registrant as specified in its charter)
   
   
Nevada
37-1563401
(State of other jurisdiction of
(IRS Employer
incorporation or organization
Identification No.)
   
   
4320 Eagle Point Parkway, Suite A, Birmingham Alabama
35242
(Address of principal executive offices)
(Zip Code)
   
   
(205) 453-9650
(Registrant’s telephone number including area code)




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:

□ Written communications pursuant to Rule 425 under the 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 5.02
Departure of Directors or Certain Officers; Appointment of  Certain Officers; Compensatory Arrangements of Certain Officers

On November 10, 2010 Deborah Flatt resigned from her position as Chief Financial Officer of the Registrant.  Ms. Flatt will remain employed as Secretary, Treasurer, and a member of the Registrant’s Board of Directors.

On November 10, 2010 the Board of Directors appointed Robert J. Calamunci to serve as the Chief Financial Officer.  Information regarding Mr. Calamunci follows:

Robert J. Calamunci has been employed since 2007 by Zucker & Associates, certified public accountants, where he provides accounting and tax preparation services to public and private entities.  From 2006 to 2007 Mr. Calamunci was employed as Chief Financial Officer of REFCO Securities, a registered broker-dealer.  From 2004 to 2007 he was employed as Chief Financial Officer of Utendahl Capital Partners, a registered broker-dealer.  From 2001 to 2004 Mr. Calamunci was employed as V.P - Accounting by E Street Access, a registered broker-dealer.  From 1994 to 2001 Mr. Calamunci was employed as a Sales Representative by MetLife.  Mr. Calamunci was awarded a Bachelor of Business Administration Degree by Pace Univers ity in 1983 and a Master of Science Degree in Taxation by Pace University in 1988.  He is 53 years old.

The Registrant has entered into a Consulting Agreement with Robert J. Calamunci, pursuant to which he will serve as Chief Financial Officer on a part-time basis for an indefinite term.  The agreement provides that the Registrant will pay Mr. Calamunci a fee of $5000 per month.  The Registrant has also issued 100,000 shares of common stock to Mr. Calamunci.

Item 9.01
Financial Statements and Exhibits

Exhibits
 
10-a
Consulting Agreement dated November 10, 2010 between Mountain Renewables, Inc. and Robert J. Calamunci.

 
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 duly authorized.

Dated:  November 12, 2010
Mountain Renewables, Inc.
 
By: Kenneth A. Flatt, Jr.
 
      Kenneth A. Flatt, Jr.
      Chief Executive Officer

 

EX-10.A 2 mwbl8k20101110ex10.htm CONSULTING AGREEMENT DATED NOVEMBER 10, 2010 BETWEEN MOUNTAIN RENEWABLES, INC. AND ROBERT J. CALAMUNCI mwbl8k20101110ex10.htm


CONSULTING AGREEMENT

This CONSULTING AGREEMENT made and entered into as of this 10th day of November 2010, by and between MOUNTAIN RENEWABLES INC., (the "CORPORATION"), and Robert Calamunci (the "EXECUTIVE").

WITNESSETH THAT:

WHEREAS, the Corporation desires to engage the Executive to perform the services hereinafter stated, and the Executive is willing to perform such services for  the Corporation for the period and on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Corporation and the Executive as follows:

 
a.
Consulting Period.  The Corporation hereby agrees to appoint the Executive to serve as its VP of Finance, which shall be its Chief Financial Officer, and the Executive agrees to provide such services, on a part time basis, to the Corporation for the period beginning on November 10, 2010 and until such time as to be determined.

 
b.
Performance of Duties. The Executive agrees that, during the term of this Agreement,  he will serve in the capacity of Chief Financial Officer of the Corporation in the best interests of the Corporation, faithfully, efficiently and in a professional manner.  Without the senior managements’ consent (which consent shall not be unreasonably withheld), the Executive shall not serve as or be a consultant to or employee, officer, agent, or director of any corporation, partnership or other entity that is a competitor of the Corporation.

Specifically, as Chief Financial Officer, the Executive will be responsible for financial reporting and taxes, treasury and accounting operations, financial analysis, and, internal controls. His responsibility will be to manage and work with our auditors and senior management, and as such, policy and direction from them flow through the Executive to the company.

 
c.
Compensation.  Subject to the terms and conditions of this Agreement, during the term of this Agreement, the Executive shall be compensated by the Corporation for his services as follows:

 
(i)
Commencing on the effective date of the Agreement, the Executive shall receive a fee of $5,000.00 per month payable in check or wired during the term of this Agreement,
 
(ii)
Commencing on the effective date of the Agreement, the Executive shall receive an equity position in The Company in the amount of 100,000 shares of common stock, subject to restrictions.

d. Expense Reimbursement: During the term of the Executive’s services hereunder, the Company, upon the submission of reasonable supporting documentation by the Executive, shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of and pursuant to the business of the Company, including expenses for travel.

 
 

 

e. Compensation Due Upon Termination.  All accrued compensation to be paid upon termination.
 
f. Voluntary Termination.  The Corporation shall have no obligation to make payments to the Executive in accordance with the provisions of paragraph “c” for periods after the date on which this Agreement is terminated by the Executive or the Corporation in writing..
 
g. Confidential Information and Competition.  Executive hereby acknowledges that he will or may be making use of, acquiring and adding to confidential information of a special and unique nature and value affecting and relating to the Company and its operations, including, but not limited to, the Company's Business, the identity of the Company's customers and suppliers, the names, addresses and phone numbers of representatives and Executives, mailing lists, computer runoffs, financial information, prices paid by the Company for inventory, selling prices of the Company's products, its business practices, marketing strategies, expansion plans, the Company's contracts, business records and other records, the Company's trade secrets, formulas, inventions, tech niques used in the Company's Business, know-how and technologies, whether or not patentable, and other similar information relating to the Company and the Company's Business (all the foregoing regardless of whether same was known to Executive prior to the date hereof or is or becomes known to third parties is hereinafter referred to collectively as "Confidential Information"), all of which provides Company with a competitive advantage and none of which is readily available except to authorized representatives, agents and executives of Company.  The Executive further recognizes and acknowledges that all Confidential Information is the exclusive property of the Company, is material and confidential, and greatly affects the goodwill and effective and successful conduct of the Company's Business.  Accordingly, Executive hereby covenants and agrees that he will use the Confidential Information only for the benefit of the Company and shall not at any time, directly or indirectly, during the term of this Agreement or afterward, divulge, reveal or communicate any Confidential Information to any person, firm, corporation or entity whatsoever, or use any Confidential Information for his own benefit or for the benefit of others, including without limitation the solicitation of any executives, agents, representatives, consultants or suppliers of the Company or its successors and assigns.  Confidential Information shall not include information that is, or becomes, generally available to the public through no violation of this Agreement by Executive, or which is generally known within the industry.

For purposes of this Agreement, the Executive agrees that the fact the Executive had prior knowledge of a particular item of information encompassed within the Confidential Information, whether the same is or becomes generally known to the public, shall not permit the disclosure or use thereof, except as permitted in this Agreement.

a. Executive recognizes and acknowledges that the Company's Business is built upon the confidence of the customers and that all goodwill arising out of the Executive's acquaintances with customers shall be the sole and exclusive property of the Company.
 
b. Successors.  This Agreement shall be binding on, and inure to the benefit of, the Corporation and its successors and assigns and any person acquiring all or substantially all of the Corporation's assets and business, whether by merger, consolidation, purchase of assets or otherwise.

 
 

 

c.     Non alienation. The interests of the Executive under this Agreement are not subject to the claims of his creditors, other than the Corporation, and may not otherwise be voluntarily or involuntarily assigned, alienated or encumbered except to the Executive's estate, heirs, devisees, or trust beneficiaries upon his death.

 
d.
Waiver of Breach.  The waiver by either the Corporation or the Executive of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any subsequent breach by either the Corporation or the Executive.

 
e.
Notice.  Any notice to be given hereunder by a party hereto shall be in writing and shall be deemed to have been given when received.

 
f.
Amendment.  This Agreement may be amended or cancelled by mutual agreement of the parties in writing without the consent of any other person and no person, other than the parties thereto  (and the Executive’s estate or beneficiaries upon his death), shall have any rights under or interest in this Agreement or the subject matter hereof.

 
g.
Applicable Law. The provisions of this Agreement shall be construed in accordance with the internal laws of the State of New Jersey.

 
h.
Termination. All of the provisions of this Agreement shall terminate after the termination of the Agreement.


IN WITNESS WHEREOF, the Executive and the Corporation have executed his Consulting Agreement as of the day and year first above written.


/s/ Kenneth A. Flatt, Jr.            
Date:  11/10/10
Kenneth A. Flatt, Jr., CEO
 
 
 
   
/s/ Robert Calamunci                
 Date:  11/10/10
Robert Calamunci, CFO
 

 

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