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): ~~February~~June 1928, 2013

SOLAR ENERGY INITIATIVES, INC.

(Exact name of registrant as specified in its charter)


Delaware	333-148155	20-5241121
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	IRS Employer Identification Number)

1800 NW Corporate Boulevard, Suite 201

Boca Raton, FL 33431

(Address of principal executive offices)

2500 Regency Parkway

Cary, NC 27518

(Former address if changed since last filing)

(321) 452-9091

(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 (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))

Section 52 – ~~Corporate~~Financial ~~Governance and Management~~Information

~~ITEM~~Item 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

Effective June 28, 2013, majority voting control of the Company has been acquired by Novation Holdings, Inc. (aOTCQB:NOHO)( in exchange for the stock of HB&G, Inc., parent of HB&G Temecula, Inc., which operates a local-themed, entertainment focused, bar and restaurant in Temecula California. The acquisition was in exchange for a combination of SNRY common stock and a convertible preferred stock with voting power equal to 51 percent of all voting stock of SNRY issued to NOHO. A copy of the Statement of Preferences for the preferred stock is filed with this report as Exhibit 4.1).

ByIn ~~letter~~addition, ~~dated~~the ~~February~~Company 19assumed responsibility for $160,000 ~~2013~~in an outstanding promissory note issued in February, ~~David~~2012 ~~Fann~~to ~~resigned~~the aslandlord of the Temecula operation for leasehold improvements and issued a ~~director~~new note in the amount of ~~Registrant~~$70,000 ~~effective~~for ~~immediately~~unpaid rent for the Temecula location. AThe ~~copy~~original of$160,000 ~~Mr.~~note ~~Fann’s~~was ~~letter~~restated as three separate convertible notes in the amounts of ~~resignation~~$50,000, is$60,000 ~~attached~~and as$50,000, ~~Exhibit~~due ~~17.1~~July to5, ~~this~~2013, ~~Current~~July ~~Report~~5, 2013 and September 20, 2013, respectively. Copies Inof ~~connection~~the new notes are filed with Mrthis Report as Exhibits 4.2, ~~Fann’s~~4.3, ~~resignation:~~and 4.4.

~~(i)~~Although originally announced in April, 2013, the final closing and transfer of the restaurant operation could not be completed until certain open issues with the restaurant’s landlord were resolved, which has just been done. This acquisition will allow the Company to continue its current business plan to identify growing, profitable businesses which we can acquire and operate in addition to our existing solar energy business, which has experienced difficult conditions due to the economy, over-supply and reduction of various government subsidies. While the Company continues its current solar business, including the recently announced agreement to provide solar energy to medical marijuana collectives in California, acquiring this restaurant development and management business will provide the Company with a separate revenue source to help support our overall operating costs and to generate profits.”

The ~~effective~~acquired ~~date~~company operates House Bar & Grill in Temecula, California, which is already profitable after only a few months of ~~Mr.~~operations, ~~Fann’s~~and ~~resignation~~plans ~~was~~to ~~February~~open 19multiple operating units nationwide, ~~2013;~~and possibly in Canada, either as corporate stores or as franchises to accelerate growth.

~~(ii)~~Novation Consulting Services, Inc., the administrative subsidiary of NOHO, also will provide in-house financial services, including accounting, bookkeeping, budget, financial statement preparation, preparation of SEC periodic filings, EDGAR filing conversion, XBLR filings, banking support and similar services, as well as “in-house” corporate counsel services, compensation management support, HR, IT support and other such services to both the Company as well as to the restaurant group.

AtItem ~~the~~2.03 ~~time~~Creation of ~~his~~a ~~resignation,~~Direct ~~Mr.~~Financial ~~Fann~~Obligation ~~was~~or ~~also~~an ~~President~~Obligation ~~and~~under ~~Secretary~~an ofOff-Balance ~~Registrant~~Sheet ~~from~~Arrangement ~~which~~of ~~positions he also resigned.~~Registrant

~~(iii)~~As part of the acquisition of the restaurant operation, the Company assumed responsibility for $160,000 in an outstanding promissory note issued in February, 2012 to the landlord of the Temecula operation for leasehold improvements and issued a new note in the amount of $70,000 for unpaid rent for the Temecula location. The original $160,000 note was restated as three separate convertible notes in the amounts of $50,000, $60,000 and $50,000, due July 5, 2013, July 5, 2013 and September 20, 2013, respectively. Copies of the new notes are filed with this Report as Exhibits 4.2, 4.3, and 4.4.

~~Mr.~~One ~~Fann~~of ~~expressed~~the nonew ~~reasons~~notes, ~~for~~due ~~his~~on ~~resignation~~July ~~other~~5, ~~than~~2013 ain ~~desire~~the amount of $60,000, was paid on July 2, 2013 by sale and restatement of the note to ~~pursue~~LG ~~other~~Capital, ~~interests~~Inc. As part of that transaction, LG Capital, Inc. paid the landlord directly and ~~did~~the ~~not~~Company ~~express~~issued ~~any~~a ~~disagreement~~new ~~with~~note ~~Registrant~~dated onJuly ~~any~~1, ~~matter~~2012 ~~relating~~for to$60,000 ~~Registrant’s~~due ~~operations~~April 1, ~~policies~~2014 orand ~~practices~~convertible asat ~~part~~50 percent of ~~his~~the ~~resignation~~three lowest trading prices during the 10-day trading period before the notice of a conversion. A copy of the restated note issued to LG Capital is filed as Exhibit 4.5 to this Current Report.

~~(a)(2)~~1

ASection ~~copy~~3 of– ~~Mr.~~Securities ~~Fann’s~~and ~~letter~~Trading ~~of resignation is attached to this Current Report as Exhibit 17.1.~~Markets

~~(a)(~~Item 3).02 Unregistered Sales of Equity Securities

AOn ~~copy~~June of28, ~~this~~2012, ~~Current~~the ~~Report~~Company ~~has~~issued ~~been~~four ~~furnished~~convertible topromissory ~~Mr.~~notes, ~~Fann~~in ~~prior to~~ the ~~filing~~amounts of ~~the~~$50,000, ~~Report~~$60,000, ~~with the SEC~~$50,000 and ~~Mr.~~$70,000, ~~Fann~~as ~~was~~part ~~advised~~of ~~that~~the heacquisition ~~has~~consideration ~~the~~for ~~opportunity~~HB&G, toInc. The ~~provide~~notes ~~Registrant~~were asissued ~~promptly~~without registration as ~~possible~~exempt ~~with~~under aSection ~~letter~~4(2) ~~addressed~~of to the ~~Registrant~~Securities ~~stating~~Act ~~whether~~of he1933, ~~agrees~~and ~~with~~copies the ~~statements~~notes ~~made~~are byfiled ~~Registrant~~with in this Current Report as Exhibits 4.2, 4.3, 4.4, and 4.6. In Addition, ifthe ~~not~~Company issued 3,000,000 ~~stating~~common shares and 1,000,000 Series A Convertible Preferred Shares to Novation Holdings, Inc. as the ~~respects~~remaining inconsideration ~~which~~for hethe ~~does~~acquisition ~~not~~of ~~agree~~HB&G, Inc. MrThe shares issued to Novation Holdings, Inc. ~~Fann~~also ~~has~~were ~~furnished~~issued ~~Registrant~~without ~~with~~registration ~~such~~as exempt under Section 4(2) of the Securities Act of 1933. As a ~~letter~~result of the issuance of the shares, ~~which~~Novation isHoldings, ~~attached~~Inc. tohas ~~this~~acquired ~~Current~~voting ~~Report~~control asof ~~Exhibit~~the 17Company.2.

~~(b)~~Section 5 – Corporate Governance and Management

MrItem 5.01 ~~Fann~~Changes ~~also~~in ~~resigned~~Control ~~as an officer~~ of Registrant ~~effective February 19, 2013~~

On June 28, 2013, the Company issued 3,000,000 common shares and 1,000,000 Series A Convertible Preferred Shares to Novation Holdings, Inc. as part of the consideration for the acquisition of HB&G, Inc. The shares issued to Novation Holdings, Inc. also were issued without registration as exempt under Section 4(c2) of the Securities Act of 1933. As a result of the issuance of the shares, Novation Holdings, Inc. has acquired voting control of the Company. Michael Gelmon, CEO of the Company, also serves as CEO of Novation Holdings, Inc. No independent valuation of HB&G, Inc. was conducted as part of the acquisition.

~~Michael~~Item ~~Gelmon~~5.07 ~~has~~Submission ~~been elected by the Board~~ of ~~Directors~~Matters to ~~serve as Chairman, President and Secretary of Registrant and as~~ a ~~director,~~Vote ~~replacing Mr. Fann, at a meeting~~ of ~~the~~Security ~~Board of Directors held by written consent effective February 19, 2013. The Registrant has also relocated its principal offices to offices provided without charge by Mr. Gelmon in Boca Raton, Florida.~~Holders

~~Mr.~~On ~~Gelmon~~July 1, 482013, isthe anBoard ~~experienced~~of ~~CEO~~Directors ~~and Director~~ of ~~several~~the ~~publicly~~Company ~~traded~~approved ~~companies,~~an ~~has~~amendment ~~been~~to ~~involved~~the inArticles ~~consulting~~of ~~and~~Incorporation ~~turn-arounds~~to orincrease ~~work~~the ~~outs~~number ~~for~~of ~~various~~authorized ~~public~~shares ~~and~~of ~~private~~stock ~~companies.~~to As1,500,000,000 ~~part~~shares of ~~the~~common ~~work~~stock ~~outs~~and 10,000,000 heshares ~~has~~of ~~been~~preferred ~~actively~~stock, ~~involved~~and ~~with~~Novation ~~management~~Holdings, ~~in cutting costs~~Inc., ~~increasing~~as ~~sales~~majority asvoting ~~well~~shareholder asof ~~compliance~~the ~~issues~~Company, ~~including~~has ~~consulting~~consented ~~and~~in ~~assisting~~writing ~~investment~~to ~~groups~~the inamendment. ~~structuring~~The ~~and~~Company ~~restructuring~~will ~~debt~~file ina ~~several~~Schedule ~~private~~14C ~~and~~with ~~public~~the ~~companies;~~SEC ~~advising~~regarding ~~various~~the ~~investor~~amendment, ~~and~~which ~~investment~~will ~~groups~~be aseffective ~~lawyers~~20 ~~conducting~~days ~~due~~after ~~diligence~~the onSchedule ~~target~~14C ~~companies;~~has ~~and~~been ~~consulting~~mailed ~~and~~to ~~advising~~the onCompany’s ~~management restructuring~~shareholders.

HeSection is9 ~~also~~– ~~founder~~Financial ~~and~~Statements ~~a partner of Gelmon Brothers Real Estate Consultants which has developed~~ and consulted on commercial real estate developments in excess of $100 million; was a founder of Proteus Currency Fund, a Cayman Island based Hedge Fund involved in the Forex marketplace utilizing Dynex Corporation trading in Monaco and Jacobsen Asset Management in London; and, as a founding-shareholder, Director, as well as Head of Acquisitions and Real Estate for Domino's Pizza of Canada LtdExhibits., the Domino's Pizza Master Franchisor in Canada, he was an integral part of the team that was responsible for turning around the Domino’s operations in Canada in the 1990s, growing the Domino's chain to 200 stores located in every region of Canada with system-wide sales of approximately CAD $80,000,000 per annum. He also currently serves as Chairman and CEO of Novation Holdings, Inc., a publicly traded company traded on the OTCQX and the OTCBB markets.

Mr. Gelmon received his Law Degree from the University of London, King’s College.

Section 9 – Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits

(da) ~~Exhibits~~

Exhibit No.		Description of Exhibit
17.1		Letter of resignation dated February 19, 2013.
17.2		Letter from David Fann regarding disclosures dated February 21, 2013.

Financial Statements of Businesses Acquired.

The acquisition transaction is being treated as an asset acquisition for both financial and income tax reporting purposes, because the operating assets of the restaurant company were acquired through a newly formed Florida corporation, HB&G Temecula, Inc. We have obtained a new tax identification number for the new company and will consolidate the operating results of the new company and its parent, HB&G, Inc., in our financial statements for the fiscal year ended July 31, 2013.

(b)

Pro forma financial information.

(c)

Shell company transactions.

Not applicable

(d)

Exhibits.


Number	Description
4.1	Statement of Rights and Preferences for Series A Convertible Preferred Stock
4.2	Convertible Promissory Note dated June 20, 2013 in the original principal amount of $50,000, due July 5, 2013
4.3	Convertible Promissory Note dated June 20, 2013 in the original principal amount of $60,000, due July 5, 2013
4.4	Convertible Promissory Note dated June 20, 2013 in the original principal amount of $50,000, due September 20, 2013
4.5	Convertible Promissory Note dated June 20, 2013 in the original principal amount of $70,000, due February 20, 2014
4.6	Convertible Promissory Note dated July1, 2013 in the original principal amount of $60,000, due April 1, 2014

In reviewing the agreements included (or incorporated by reference) as exhibits to this Current Report on Form 8-K, please note that the agreements are included only to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to sellers; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found in our public filings, which are available without charge through the SEC's website at http://www.sec.gov.

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.

	SOLAR ENERGY INITIATIVES, INC.
Date: February 21, 2013	/s/ Michael Gelmon
Date: July 2, 2013	/s/ Michael Gelmon
	Michael Gelmon
	Chief Executive Officer

Filing Compare · Solar Energy Initiatives, Inc.