SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
January 30, 2013
Date of Report (Date of earliest event reported)
TEXAS GULF ENERGY, INCORPORATED
(Exact Name of Registrant as Specified in
|(State or other Jurisdiction
|(Commission File Number)
|1602 Old Underwood Road, La Porte, TX
|(Address of principal executive offices)
|Registrant's telephone number, including area code:
||(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:
|¨||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 13c-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
8.01 Other Events.
Action Cause Nos. 2013-04690 and 2013-00543; Texas Gulf Energy, Incorporated (the “Company”), et. al vs. Michael
Rushing, et. al (the “Defendants”).
On January 13, 2013,
the Company initiated a proceeding seeking declaratory relief that a Letter of Intent entered into on July 11, 2012 by and between
the Company and the Defendants was null and void, or in the alternative that the Defendants breached such agreement. Previously,
on or about January 4, 2013, the Company on behalf of Texas Gulf Fabricators, Inc., (which prior to December 28, 2012 was a wholly-owned
subsidiary of the Company) and CS Bankers V, LLC (“CS”), (of which prior to December 28, 2012 the Company was
a member) obtained a Temporary Restraining Order against the Defendants with respect to the return of certain business equipment,
machinery and personal property removed from a business facility previously acquired by CS.
On January 30, 2013,
the Defendants filed their Answer to the Company's Complaint as well as a Counterclaim against the Company and an Original Third
Party Petition against David Mathews (CEO of the Company), Craig Crawford (Chief Financial Officer of the Company) and Timothy
J. Connolly (a Manager of CS) (such answer, petitions and counterclaims by the Defendants, the “Claims”). The
Defendants are seeking to set aside the Trustee's Deed and to obtain unspecified monetary relief.
In addition to its own defense, the Company is also providing the defense of its employees, Mr. Mathews and Mr. Crawford, with
respect to the Claims.
The Company believes
that the Claims asserted by the Defendants are without merit. The Company intends to pursue its claims and defenses vigorously.
Further, it is the opinion of the Company’s management that the eventual
resolution of the Claims is unlikely to have a material adverse effect on the Company’s financial position or operating results;
however, the results of litigation are inherently unpredictable and the possibility exists that the ultimate resolution
of the Claims could result in a negative material effect on our financial position, results of operations or liquidity.
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
Date: February 5, 2013
TEXAS GULF ENERGY, INCORPORATED
||/s/ Craig Crawford
||Chief Financial Officer