Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
1, 2010
Date of
Report (Date of earliest event reported)
Adventure
Energy, Inc.
(Exact
name of registrant as specified in its charter)
| Florida | 333-154799 | 26-2317506 | 26-2317506 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | IRS Employer ID | (IRS Employer Identification Number) |
33 6th Street South, Suite
600 St. Petersburg, FL 33701
(Address
of principal executive offices)
(727)
824-2800
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))
|
Item
1.01. Entry into a Material Definitive Agreement
On March
1, 2010 the Board of Directors for Adventure Energy, Inc. a Florida corporation
(the “Company”), approved the acquisition of Wilon Resources, Inc., a Tennessee
corporation listed on the pink sheets of the OTC. The newly acquired Wilon will
become a wholly owned subsidiary of the Company.
Under the
terms of the proposed transaction, each shareholder of Wilon will receive one
share of common stock of the Company, plus one warrant to purchase an additional
share of common stock for each share of Wilon currently held by its
shareholders. The warrants are exercisable for five years at a price of $0.25.
The Company has agreed to file a registration statement within 60 days post
closing to register the shares issued in this transaction.
Wilon
currently maintains 12,000 acres of mineral rights leases in Wayne County, West
Virginia, 115 natural gas wells under bond of which 65 were in production prior
to Wilon's shut-in during 2005, and 5 oil wells. The combined entities will have
approximately 17,000 acres of mineral rights leases in the states of Kentucky
and West Virginia, 115 natural gas wells, and 30 oil wells.
Effective
with the transaction, the Company will complete a name change to US Natural Gas
Corp. Wilon will simultaneously complete a name change to US Natural
Gas Corp WV. A shareholder meeting has been set for March 19, 2010 at the
corporate headquarters of Adventure Energy, Inc. to vote on the proposed
acquisition. Shareholders of record at the close of February 25, 2010, for both
companies, will receive ballots in the coming days.
Attached
below is a press release regarding the approval of the merger and a Notice Of
Special Meeting of the Shareholders of Adventure Energy, Inc.
Item
9.01 Financial Statements and Exhibits
| Exhibit Number |
Description
|
|
|
99.1(a)
|
Press
Release Regarding Merger Agreement between Adventure Energy, Inc. and
Wilon Resources, Inc.
|
|
|
99.1(b)
|
Notice
of Special Meeting of Shareholders
|
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.
|
Adventure
Energy, Inc.
|
||||
|
|
||||
|
Date:
March 4, 2010
|
By:
|
/s/
Wayne Anderson
|
||
|
Wayne
Anderson
|
||||
|
President
|
||||