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): September 16, 2019

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

(Exact name of registrant as specified in its charter)

 

Colorado	333-174194	27-2888719
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

      

433 Camden Dr., Suite 600 Beverly Hills, CA	90210
(Address of principal executive offices)	(Zip Code)

  

Registrant's telephone number, including area code: (310) 887-1477

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 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))

Securities registered pursuant to Section 12(b) of the Act.

Title of Each Class	Trading Symbol	Name of Each Exchange on which registered
Common Stock	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Effective September 16, 2019, Frank Herrera resigned as the Company’s Chief Financial Officer. The Company is actively searching for a replacement for Mr. Herrera.

(c) Effective September 19, 2019, Nils Ollquist was appointed as the Company’s Chief Executive Officer replacing Roger May who continues to act as Executive Chairman. Pursuant to a Business Consulting Agreement, Mr. Ollquist will receive an annual salary of Australian $150,000 to be accrued monthly with an initial pay of Australian $10,000 to be paid on execution of the Agreement and 10,000,000 shares of the Company’s Common Stock. The Agreement is for an initial term of twelve months. The summary of the Business Consulting Agreement is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1.

Mr. Ollquist has over 30 years’ experience in finance, international investment banking and as a senior public servant. He graduated with degrees in Economics and Law from the Australian National University and spent 5 years in the Australian Federal Treasury in Canberra, Australia. His roles in Treasury included Research Officer in the Capital Markets Group; Senior Finance Officer in the Loan Council Secretariat, where he was involved in the Australian Federal/State Government allocation of revenue and grants for infrastructure and general funding purposes; Senior Executive Assistant to the Department Head and with the office of the then Federal Treasurer John Howard (a subsequent Australian Prime Minister). Mr. Ollquist extensive banking career included Barclays Bank (Sydney); the Australian merchant banking subsidiary of Amro Bank of the Netherlands where he served as Senior Manager Corporate Finance, Amro Banks’ project finance department in Amsterdam, Security Pacific Bank of California ( Corporate Finance in Sydney and Los Angeles servicing US operations of Australasian multinational companies); Security Pacific Merchant Bank (New York- Head of Corporate Finance for the amalgamation of the corporate finance operations of brokers Macintosh Hampson of Melbourne, Hoare Govett of London and Burns Fry of Canada); and Bank of America (San Francisco- Head of Asian Corporate Finance & Hong Kong- Head of Mergers & Acquisitions for Asia). Mr. Ollquist established an investment banking firm, Orient Financial Services, licensed by the Hong Kong Securities & Futures Commission (SFC). Orient Financial and its associate OFS Capital Group concentrated in corporate finance and advisory including fund raising and listing assignments in both Australia and the US for Asian based companies and has completed over 25 listing transactions and raised over $100 million for its clients in recent years. Mr. Ollquist is skilled in the field of risk management and has been active in direct investment in Asia, including privatization, listing and divesting companies in China, India, Indonesia and Singapore.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

There is filed as part of this report the following exhibit.

Exhibit No.	Description
10.1	Business Consulting Agreement dated as of September 19, 2019 between the Company and Nils Ollquist.

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SIGNATURES

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

Date: September 23, 2019	Graphene & Solar Technologies Limited
	R
	By:	/s/ ROGER MAY
	Name:	Roger May
	Title:	Executive Chairman

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EX-10.1

EXHIBIT 10.1

Business Consulting Agreement

This Business Consulting Agreement (the “Agreement”) is entered into September 19, 2019 and by and between:

OFS Capital Group of Shell Tower, Times Square, Causeway Bay, Hong Kong, represented

by Nils A. Ollquist

(“Consultant”)

and

Graphene & Solar Technologies Limited

88 Lorimer st

Docklands, Victoria 3008, Australia

(“Company”)

This Agreement relates to services to be performed by the Consultant commencing on 19 September, 2019 and continuing for a period of 12 (twelve) months, and shall be deemed effective as of September 19, 2019. The terms of this Agreement reflect, and reduce to writing, the substance of the agreement reached between the Consultant and the Company.

WITNESSETH

WHEREAS, Consultant provides consultation and advisory services relating to business and financial matters; and,

WHEREAS, the Company desires to be assured of the services of the Cosultant order to avail itself of the Consultant’s experience, skills, knowledge and abilities with respect to the management and operation of a US listed company, including development and maintenance of a satisfactory liquidity and fund raising platform to ensure availability of adequate capital for execution of the Company’s business plan. The Company is therefore willing to engage the Consultant and the Consultant agrees to be engaged upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Consulting Services: Effective as of the date hereof, the Company hereby engages and Consultant hereby agrees to act in the capacity of Director and Chief Executive Officer (“CEO”) of the Company and to provide any and all services necessary to discharge such a role, including coordination and management of the responsibilities and obligations arising from the Company’s public listed status. Consultant also agrees to use best efforts to arrange fund raising totaling at least US$1 million within a period of 180 days of the date hereof.

Further, Consultant agrees to work closely with the Chairman to ensure successful development of the Company’s mining and processing activities in Australia. Consultant acknowledges that, despite the US domicile of the Company, the majority of services to be provided pursuant to the Agreement (at least 75%), will be undertaken in Australia with travel to the US as and when required.

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2. Payment: In consideration for the services rendered under this agreement, the Company agrees to compensate Consultant as follows:

· Annual salary of A$150,000 to be accrued monthly, with an·initial payment of A$10,000 to be made on execution of this agreement. Subsequent monthly payments will be accrued, with payment to be made on availability of an initial tranche of funding received by the Company.

· 10,000,000 (ten million) common shares of the Company (either free trading or with full registration rights attached thereto), to be reserved and issued within 60 days of the date hereof.

· Other compensation, from time to time, as mutually agreed by the parties.

3.	Term and Termination: The term of this Agreement shall be effective on September 19, 2019 and shall continue in effect for a period of twelve months thereafter. This Agreement may be extended upon agreement by both parties, unless or until the Agreement is terminated. The Company or Consultant may cancel this Agreement on thirty (30) days written notice, at which time no further obligations will be due from either party.
4.	Non-Assignability: The rights, obligations, and benefits established by this Agreement shall not be assignable by Consultant. This Agreement shall be binding upon and shall insure to the benefit of the parties and their successors.
5.	Confidentiality: Consultant acknowledges and agrees that confidential and valuable information proprietary to and obtained during Consultants’ engagement shall not be, directly or indirectly, disclosed without the prior express written consent of the Company, unless and until such information is otherwise known to the public generally through no fault of Consultant. All documents containing confidential information provided to Consultant by the Company shall clearly and conspicuously be mark with the word “Confidential.”
6.	Governing Law: This Agreement shall be governed by and construed·in accordance with the laws of the State of Nevada without giving effect to the conflicts of law principles thereof or actual domicile parties. Any dispute arising out of this Agreement shall be resolved in the courts sited in Nevada, to the exclusion of all other venues.
7.	Notice: Notice hereunder shall be in writing and shall be deemed to have been given at the time when deposited for mailing with the United States Postal Service enclosed in a registered or certified postpaid envelope addressed to the respective party at the address of such party first above written or at such other address as such party may fix by notice given pursuant to this paragraph.
8.	Miscellaneous: No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision and no waiver shall constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. No supplement, modification, or amendment of the Agreement shall be binding unless executed in writing and agreed upon by all parties. The Agreement supersedes all prior understandings, written or oral, and constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof.
9.	Counterparts: This Agreement may be executed in counterparts and by facsimile, each of such counterparts so executed will be deemed to be an original and such counterparts together will constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the first date written above.

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IN WITNESS WHEREOF, the Company and Consultant have duly executed this Agreement as of the day and year first above written.

Graphene & Solar Technologies Limited.
By:	By:	Roger May
Its:

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