Attached files
| file | filename |
|---|---|
| EX-10.1 - AYERS EXPLORATION INC. | ex10-1.htm |
| EX-10.2 - AYERS EXPLORATION INC. | ex10-2.htm |
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): March 8, 2010
AYERS
EXPLORATION INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation)
000-152991
(Commission
File Number)
N/A
(IRS
Employer Identification No.)
6 Harston Avenue, Mosman
Sydney Australia 2088
(Address
of principal executive offices and Zip Code)
1 411-199-319
Registrant's
telephone number, including area code
SECTION 1
-- REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March
8, 2010, Ayers Exploration Inc. (the "Company") entered
into a Share Issuance Agreement (the "Agreement") with SK Capital Corp., ("SK"),
whereby the Company has the right to request that SK purchase up to $250,000 of
the Company's securities until March 5,
2011, unless extended by either the Company or SK for an
additional twelve (12) months.
Under the
terms of the Agreement, the Company may from time to time request a purchase
from SK up to $50,000 (each, an "Advance") per request for operating expenses,
acquisitions, working capital and general corporate activities. Following
receipt of any Advance, the Company shall sell and issue SK common shares at a
price of $0.20 per share.
The foregoing
is qualified in its entirety by the Agreement. For further
information see the Agreement attached hereto as Exhibit 10.1
and incorporated herein by reference.
SECTION 3
-- SECURITIES AND TRADING MARKETS
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
The
disclosure under Item 1.01 is incorporated by reference in its entirety into
this Item 3.02.
The
Company has requested and received, an Advance(s) from SK in the
amount of $50,000 in exchange for the issuance of 250,000 common shares of the
Company.The offer
and sale of the shares, occurred outside of the United States. The form of
subscription agreement is attached as exhibit
10.2.
In the
event the Company requests a further Advance from SK, the number of shares to be
sold and issued to SK and the price for such shares to be
sold pursuant to the terms and conditions of a
subscription agreement will be further disclosed by the Company in a
subsequent Form 8-K under this Item 3.02. As contemplated,
any sale and issuance of shares to SK will be conducted in
reliance upon an exemption from registration under
the Securities Act of 1933, as amended, afforded by
Regulation S promulgated thereunder.
In
addition, on March 5th,
2010 the Company received subscription proceeds of $15,000 from Greg Curson, the
President of the Company. Mr. Curson was issued 75,000 common shares
of the Company.
We issued
the securities detailed above to non-U.S. persons (as that term is defined in
Regulation S of the Securities
Act of 1933, as amended) in an offshore transaction relying on Regulation
S and/or Section 4(2) of the Securities Act of 1933, as
amended.
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No
advertising or general solicitation was employed in offering the
securities.
The
securities issued in the non-brokered private placement and to the director of
the Company have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements of the
Securities Act of 1933, as
amended.
SECTION 9
-- FINANCIAL STATEMENTS AND EXHIBITS
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
|
Exhibit
No.
|
Exhibit
Description
|
|
10.1
|
Share
Issuance Agreement between Ayers Exploration Inc. and
SK
Capital Corp.
|
|
10.2
|
Form
of subscription agreement
|
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.
Date:
March 11, 2010
AYERS
EXLORATION INC.
/s/ Greg Curson
Greg
Curson,
President & Director
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