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): August 11,
2010
FAR
EAST WIND POWER CORP.
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(Exact
Name of Registrant as Specified in its Charter)
Nevada
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333-153472
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27-0999493
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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11811
North Tatum Blvd., Suite 3031
Phoenix,
Arizona 85028
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(Address
of Principal Executive Office) (Zip
Code)
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Registrant's
telephone number, including area code: (602)
953-7757
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):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On August
11, 2010, Far East Wind Power Corp. (the “Company”), entered
into a Consulting Agreement (the “Consulting
Agreement”) with Fred Loh (“Consultant”). The
Consulting Agreement provides that Mr. Loh will serve as the Company’s Senior
Vice President of Finance. The Consulting Agreement may be terminated by either
party, with or without notice to the other party.
Pursuant
to the terms of the Consulting Agreement, the Company will pay Consultant a fee
of $10,000 per month (the “Monthly Fee”)
commencing as of April 1, 2010 as follows: (i) commencing August 1, 2010, a
portion of the Monthly Fee equal to $5,000 per month will be paid in immediately
available funds and (ii) the remaining Monthly Fees owed or owing will accrue
each month and will be paid to Consultant at such time as the Company completes
a capital raise whereby the Company receives gross proceeds in excess of
$250,000.
The
Consulting Agreement also provides that subject to Board approval, the Company
will grant to Consultant 350,000 shares of the Company’s common stock (the
“Restricted
Stock”), subject to vesting as follows: (i) 50,000 shares will be
fully-vested upon the grant; and (ii) 300,000 shares will vest at the rate of
1/36 of such shares per month commencing August 1, 2010.
Pursuant
to the terms of the Consulting Agreement, if the Company terminates the
Consulting Agreement for any reason (i) Consultant will continue to receive the
Monthly Fees for a period of three (3) months based on the Monthly Fee paid to
Consultant for the last month prior to termination, and (ii) twenty-five percent
(25%) of the then unvested Restricted Stock will vest.
The form
of the Consulting Agreement is attached to this report as Exhibit 10.1 and the
terms and conditions are incorporated herein. The foregoing statements are not
intended to be a complete description of all terms and conditions.
Section
9 - Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
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No.
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Description
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10.1
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Consulting
Agreement dated August 11, 2010, made by and between the Company and Fred
Loh
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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.
Date: August
13, 2010
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FAR
EAST WIND POWER CORP.
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By:
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/s/ James T.
Crane
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James
T. Crane
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Chief
Financial Officer
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