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 10, 2007
CENTURY PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
333-126490
(Commission File Number)
47-0950123
(IRS Employer Identification No.)
9595 Six Pines Drive, Building 8, Level 2, The Woodlands, TX 77380
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (832) 631-6061
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 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))
Item 1.01 | Entry Into a Material Definitive Agreement |
On January 11, 2007 we entered into an amendment agreement with Jame B. Hersch which agreement amends the executive employment agreement entered into on October 1, 2006. Under the amendment agreement, we have agreed to pay Mr. Hersch a monthly fee of US$11,000 and we have agreed to issue to Mr. Hersch 5,000,000 restricted shares of common stock issuable on October 1, 2006. The shares shall be held in escrow and 250,000 shares shall vest at the end of each three-month period immediately following October 1, 2006.
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Item 3.02 | Unregistered Sales of Equity Securities |
On January 10, 2007, we gave notice to E&P Investments GmbH, for an advance of $500,000, pursuant to a share issuance agreement with E&P Investments GmbH, dated December 15, 2006. As consideration for the cash advance, we issued to E&P Investments GmbH 248,756 units at a deemed price of $2.01 per unit. Each unit consists of one common share and one common shares purchase warrant.
We issued all of the 248,756 common shares to a non U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.
On January 15, 2007, we issued 5,000,000 common shares to our president pursuant to the terms of an executive employment agreement dated October 1, 2006 as amended on January 11, 2007. The common shares are being held in escrow and 250,000 common shares will be released at the end of every three-month period.
We issued all of the 5,000,000 common shares to a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) relying on the exemptions from registration provided by Section 4(2) of the Securities Act of 1933 and upon Rule 506 of Regulation D of the Securities Act of 1933.
Item 9.01 | Financial Statements and Exhibits |
EXHIBITS |
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10.1 | Amendment Agreement with James B. Hersch |
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.
CENTURY PETROLEUM CORP.
/s/ Johannes T. Petersen
Johannes T. Petersen
Secretary and Director
Date: | January 17, 2007 |