8-K 1 f8k072414_nextgeneration.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest reported): July ~~February 12~~24, 2014

NEXT GENERATION ~~ENERGY~~MANAGEMENT CORP.

(Exact name of registrant as specified in charter)

Nevada

002-74785-B

88-0169543

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(IRS Employer
Identification No.)

~~4270~~44715 ~~John~~Prentice ~~Marr Drive~~Dr, Unit ~~1575~~973, ~~Annandale~~Ashburn, Virginia ~~22003~~ 20146

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including area code: 703-372-1282

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):

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

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

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

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

Item 1 4.01 ~~Entry~~ Change ~~into~~in aRegistrants ~~Material~~Certifying ~~Definitive Agreement~~Accountant

~~Item~~On July 324, 2014 (the “Engagement Date”), Next Generation Management Corp.~~02 Unregistered~~ ~~Sales~~(the of“Company”) ~~Equity~~engaged ~~Securities~~Harris & Gillespie CPA’s, PLLC (“New Auditor”) as its independent registered public accounting firm for the Company’s fiscal year ended December 31, 2014. The decision to engage the New Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.

~~Item~~During the ~~5.02 Departure~~two ofmost ~~Directors~~recent orfiscal ~~Certain~~years ~~Officers;~~and ~~Election~~through ofthe ~~Directors;~~Engagement ~~Appointment~~Date, ofthe ~~Certain~~Company ~~Officers;~~has ~~Compensatory~~not ~~Agreements~~consulted ofwith ~~Certain~~the ~~Officers~~New Auditor regarding either:

On1. ~~February~~application ~~12, 2014, Joel Sens resigned as an officer and executive officer~~ of ~~Next~~accounting ~~Generation~~principles ~~Energy Corp. (the “Company”) pursuant~~ to anany ~~Agreement~~specified ~~entered~~transaction, ~~between~~either ~~the~~completed ~~Company,~~or ~~Mr. Sens~~proposed, ~~Knox~~or ~~County Minerals LLC and Seawright Holdings Inc. (“Seawright”) (~~the ~~“Sens~~type ~~Agreement”). The~~of ~~Sens~~audit ~~Agreement~~opinion ~~was~~that ~~dated~~might ~~January~~be ~~24,~~rendered ~~2014 but signed~~ on ~~February 12, 2014. Pursuant to~~ the ~~Sens~~Company’s ~~Agreement,~~financial ~~Mr. Sens and Seawright agreed to return 4~~statements,~~650,000~~ and ~~10,000,000~~neither ~~shares~~a ofwritten ~~common~~report ~~stock,~~was ~~respectively,~~provided to the Company ~~for~~nor ~~cancellation. In~~oral ~~consideration~~advice ~~for~~was ~~Seawright~~provided ~~returning~~that the ~~10,000,000~~New ~~shares~~Auditor ofconcluded ~~common~~was ~~stock~~an toimportant ~~the~~factor ~~Company,~~considered by the Company ~~agreed~~in toreaching a ~~reduction~~decision ofas ~~$25,000 in the amount of debt owed~~ to the ~~Company by Seawright. Further~~accounting, ~~the~~auditing ~~parties~~or ~~agreed~~financial toreporting aissue; ~~full release except with respect to the debt owed to the Company by Seawright.~~or

~~Additionally,~~2. inany ~~order~~matter tothat ~~further~~was ~~clean~~either up the ~~Company’s~~subject ~~balance~~of ~~sheet,~~a ~~the~~disagreement ~~Company entered~~(as ~~into~~defined anin ~~Agreement~~Regulation ~~dated January 22~~S-K, ~~2014~~Item ~~with~~ 304(a ~~debt holder~~ )(~~the “Debt Holder”~~1)(iv) ~~pursuant to which the Company~~ and the ~~Debt~~related ~~Holder~~instructions) ~~agreed~~or toreportable ~~convert~~event ~~$30,000~~(as defined in ~~debt~~Regulation ~~into 10~~S-K,~~000,000~~ ~~shares~~Item ~~of common stock~~304(a)(1)(v)). ~~The debt was initially incurred on November 27, 2012. The Sole Director of the Company approved the conversion on February 13, 2014.~~

~~The above securities were offered and sold to the parties in private placement transactions made in reliance upon exemptions from registration pursuant to Section 4(~~2~~) under the Securities Act of 1933 and Rule 506 promulgated thereunder. The Debt Holder is an accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933.~~

This description of the above transactions do not purport to be complete and are qualified in its entirety by reference to the financing documents, which are attached as exhibits hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibit
4.1		Agreement between Next Generation Energy Corp. and Actual Investments LLC
10.1		Agreement entered between Next Generation Energy Corp., Joel Sens, Knox County Minerals LLC and Seawright Holdings Inc.

SIGNATURES

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

NEXT GENERATION ~~ENERGY~~MANAGEMENT CORP. By: /s/ Darryl Reed Name: Title: Darryl Reed ~~Title:~~ Chief Executive Officer

Date: ~~February~~ 13July 24, 2014 Annandale, Virginia

~~Annandale, Virginia~~3

Filing Compare · NEXT GENERATION MANAGEMENT CORP.