February 11, 2012, the Board of Directors authorized the issuance of 1,000,000 shares of restricted common stock valued
at $1,070,000 to Lagoon Labs, LLC at $1.07 per share in exchange for consultations with management as well as providing investor
communications and public relations, with an emphasis on digital and social media, for 12 months.
February 13, 2012, the stock certificate representing 1,920,000 shares of common stock owned by Richard Glisky was returned to
the transfer agent, canceled and a value of zero assigned to the shares. The certificate represented the final part of the Rescission
Agreement signed with Mr. Glisky in which the Company assigned 100% of its membership interests in Harvest Hartwell CCP, LLC back
to Mr. Glisky and satisfied a $22,500 lien it had placed upon the real property owned by HHCCP. With
the cancellation of the stock an $8,000,000 stock receivable was removed from the books of Z3E and the number of outstanding shares
of common stock was reduced from 48,613,125 to 46,693,125.
February 15, 2012, the Board of Directors voted to adopt the following:
to amend the Articles of Incorporation to change the corporate name from Z3 Enterprises, Inc. to HPEV, Inc;
to amend the Articles of Incorporation to increase the number of authorized shares of common stock from 95,000,000 to 100,000,000
and to increase the number of authorized shares of preferred stock from 10,000,000 to 15,000,000;
to amend the Articles of Incorporation to clarify the right of the Board of Directors to create and issue classes of preferred
stock and to designate the rights, classes and preferences for said stock;
to authorize and empower the officers of the company to file with the Securities and Exchange Commission and to distribute to
the shareholders an information statement pursuant to Regulation 14a of the Exchange Act with the intent of soliciting the shareholders
consent for the proposed amendments.
February 17, 2012 an additional 83,350 shares belonging to IFMT, Inc. were returned to the transfer agent, canceled and assigned
a value of zero. The shares were originally issued as part of the Usee transaction which was subsequently terminated
February 17, 2012, the Company filed a Schedule PRE 14a with the SEC which sets forth the Companys plans to implement the
Board of Directors resolutions. The filing included the Notice of Consent Requested, the Consent Statement, the Procedures
to be followed, the Proposed amendments and the Consent cards that will be mailed to shareholders.
SEC had no comment on the filing, therefore, on March 7, 2012, Schedule 14a was filed with the SEC. A day later, the mailing of
the proxies began.
the January 1, 2012, to March 7, PPEG loaned the Company $300,000 bringing their total amounted loaned to $1,162,094. The
loans were made pursuant to the Loan Agreement signed between the Company and PPEG on September 7, 2010. Loans made under the
PPEG Loan Agreement are interest-free, unsecured and due 15 days after receipt of initial revenues related to projects funded
by PPEG loans.