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):
|
September
6, 2010
|
|
TOT Energy,
Inc.
|
|
(Exact name of registrant as
specified in its
charter)
|
|
Delaware
|
000-51108
|
20-01715816
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
||
|
12100
NE 16th
Ave.
N.
Miami, FL 33161
|
33161
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
(305)
891-2288
|
______________________________________________
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 the registrant under
any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
Forward-Looking
Statements
This
Report contains forward-looking statements that reflect the current views of our
management with respect to future events. Forward-looking statements generally
are identified by the words “expects,” “anticipates,” “believes,” “intends,”
“estimates,” “aims,” “plans,” “will,” “will continue,” “seeks” and similar
expressions. Forward-looking statements are based on current plans, estimates
and projections, and therefore you should not place too much reliance on them.
Forward-looking statements speak only as of the date they are made, and we
undertake no obligation to update any forward-looking statement in light of new
information or future events, although we intend to continue to meet our ongoing
disclosure obligations under the U.S. securities laws and under other applicable
laws. Forward-looking statements involve inherent risks and uncertainties, most
of which are difficult to predict and are generally beyond our control. We
caution you that a number of important factors could cause actual results or
outcomes to differ materially from those expressed in, or implied by, the
forward-looking statements. These factors include, among other factors: the
development or acquisition of an operating business, attracting and retaining
competent management and other personnel, particularly given the Company’s
current lack of operations, and successful integration and promotion of any
business developed or acquired. If these or other risks and
uncertainties (including those described in our most recent Annual Report on
Form 10-K for the fiscal year ended March 31, 2010 filed with the U.S.
Securities and Exchange Commission) materialize, or if the assumptions
underlying any of these statements prove incorrect, our actual results may be
materially different from those expressed or implied by such
statements.
World
Wide Web addresses contained in this Report are for explanatory purposes only
and they (and the content contained therein) do not form a part of and are not
incorporated by reference into this Report.
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Resignation
of Stuart Murdoch
Due to
other commitments, Stuart Murdoch has resigned as a member of the board of
directors of TOT Energy, Inc. (the “Company”) effective as of September 6,
2010. Mr. Murdoch has served as a board member since February 8, 2008
and the Company appreciates the support and advice Mr. Murdoch has provided
during his tenure. The Company has not yet replaced Mr. Murdoch. Accordingly,
all board responsibilities will be performed by the remaining two board members
until such time as additional board members can be identified and
appointed.
There are
no plans, contracts or arrangements or any grants or awards to which Mr. Murdoch
or the Company is a party that would be triggered as a result of Mr. Murdoch’s
resignation.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
The Board
of Directors of the Company has unanimously adopted a resolution to amend the
Certificate of Incorporation of the Company to change the name of the Company
from "TOT Energy, Inc." to "Net Element, Inc." The change of name of
the Company is subject to the filing of an Information Statement on Schedule 14C
with the Securities and Exchange Commission and the filing of an amendment to
the Company’s Certificate of Incorporation with the Delaware Secretary of State
following the requisite notice period to be set forth in the Information
Statement.
The Board
of Directors has determined that the change of the Company's corporate name is
desirable in view of management’s re-evaluation and refocus of the Company’s
business strategy to pursue business opportunities to develop and/or acquire
technology and applications for use in the online media industry.
From time
to time, the Company may be engaged in various discussions to develop or acquire
businesses or formulate joint venture or other arrangements in furtherance of
the Company’s business strategy. The Company’s policy is not to disclose
discussions or potential transactions until definitive agreements have been
executed. Where appropriate, acquisitions may be financed with equity shares
which may result in substantial dilution to existing stockholders.
2
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.
|
TOT
Energy, Inc.
|
||||
|
|
||||
|
September
10, 2010
|
By:
|
/s/
Jonathan New
|
||
|
Name:
Jonathan New
|
||||
|
Title:
Chief Financial Officer
|
||||
3