- Current report filing (8-K)
27 Janeiro 2010 - 8:30PM
Edgar (US Regulatory)
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)
January
27, 2010
__________________________
KODIAK
ENERGY, INC.
(Exact
name of registrant as specified in charter)
DELAWARE
(State or
other Jurisdiction of Incorporation or Organization)
333-38558
|
|
#1120,
833 – 4 Avenue S.W. Calgary, AB T2P
3T5 Canada
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65-0967706
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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(403)
262-8044
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[ ]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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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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Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995
Information
included in this Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company’s
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company’s future plans, strategies and
expectations, are generally identifiable by use of the words “may,” “will,”
“should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project”
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any
projections included in these forward-looking statements will come to
pass. The Company’s actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various
factors. Except as required by applicable laws, the Company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
Item
8.01 Other Events
On
January 25, 2010, Kodiak Energy, Inc. (“Kodiak”) entered into a Share Purchase
Agreement (the “Agreement”) with Ore-More Resources Inc. ("Ore-More") (OTCBB:
OMORF), a publicly traded company and incorporated under the Business
Corporations Act (Alberta) (the “ABCA). The transaction is to effect
the cancellation of certain indebtedness of Kodiak on behalf of its private
subsidiary, Cougar Energy, Inc. (Cougar), which Ore-More recently acquired from
Zentrum Energie Trust AG ("Zentrum") in the amount of $1,296,888.60USD and all
underlying security, securing the indebtedness. The Agreement was
reached between Kodiak and Ore-More to enable Cougar to seek conventional debt
financing, with more favorable terms, along with equity investment from the
public markets.
Subject
to the terms and conditions set forth in the Agreement and under the ABCA, the
conditions precedent and closing documents are to be completed no later than
March 31, 2010, or such earlier or later date as Kodiak and Ore-More may
formally agree to. Ore-More will issue 12,692,324 shares to Kodiak in
exchange for Kodiak's 8,461,549 shares of Cougar, resulting in 1.5 shares of
Ore-More for each share of Cougar; and Ore-More will cancel 12,200,000 of its
existing shares. Ore-More will also cancel the $1,296,889USD of debt
issued by Kodiak, and guaranteed by Cougar, for Cougar's previously announced
property acquisitions. Previously, Ore-More announced the acquisition
of this debt from Zentrum Energie Trust AG ("Zentrum") and the issuance of
216,148 treasury shares at $6.00USD per share to Zentrum. Ore-More
also issued 461,540 shares to Zentrum in exchange for Zentrum's 307,693 shares
of Cougar that Ore-More acquired in prior transactions.
Kodiak
will continue to function as a parent company with respect to the Cougar assets,
now through its shareholder position in Ore-More. Furthermore, Kodiak retains a
formal agreement with Ore-More for the opportunity to acquire additional shares
of Cougar. Cougar's performance will continue to be reflected on Kodiak's
consolidated financial reporting.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial statements
of business acquired
.
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Not
applicable
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(b)
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Pro forma financial
information
.
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Not
applicable
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(c)
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Exhibits
.
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99.1
Press Release dated January 26, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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KODIAK
ENERGY, INC.
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(Registrant)
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Date: January
27, 2010
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By:
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/s/ William S.
Tighe
William
S. Tighe
Chief
Executive Officer & President
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Kodiak Energy (CE) (USOTC:KDKN)
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