UNITED STATES
SECURITIES AND EXCHANGE COMMISION
Washington D.C., 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 12, 2006
SAMURAI ENERGY CORP.
(Exact name of registrant as specified in its charter)
Delaware | 000-51656 | 87-0469497 |
(State of other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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955 Dairy Ashford |
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Suite 206 |
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Houston, TX |
| 77079 |
(Address of Principal Executive Office) |
| (Zip Code) |
Registrant’s telephone number, including area code: (713) 771-5500
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© under the Exchange Act (17 CFR 240.13e-4(c))
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* This Amendment No.1 to FORM 8-K is being filed to amend the Current Report-FORM 8-K filed on June 30, 2006.
TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
Item 3.02 Recent Sale of Unregistered Securities
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
Pro Forma Financial Information
Signatures
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This Form 8-K/A includes or incorporates by reference certain statements that may be deemed “forward looking statements” under applicable law. Forward looking statements and assumptions in this Form 8-K/A that are not statements of historical fact involve risks and assumptions that could cause actual results to vary materially from those predicted, including among other things, unexpected delays and operational issues, the price of crude oil and natural gas, changes in site conditions, and capital expenditures. The Company strongly encourages readers to note that some or all of the assumptions upon which such forward looking statements are based, are beyond the Company’s ability to control or estimate precisely, and may in some cases be subject to rapid and material change.
Item 2.01 Completion of Acquisition or Disposition of Assets
On July 12, 2006 Samurai Energy Corp., a Delaware corporation (“Samurai”), ECCO Energy Corp., a Nevada corporation (“ECCO”), and SEI Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of Samurai (“Samurai Sub”) completed the transactions contemplated by the Agreement and Plan of Merger (“Agreement”), dated June 30, 2006. Under the terms and subject to the conditions set forth in the Agreement and in accordance with Nevada Law, Samurai Sub shall be merged with and into ECCO. As a result of the Merger, each three shares of ECCO common stock issued and outstanding shall be converted into the right to receive one fully paid non assessable share of Samurai common stock, and each share of ECCO preferred stock issued and outstanding shall be converted into the right to receive one fully paid non-assessable share of Samurai preferred stock, the separate corporate existence of Samurai Sub shall cease, and ECCO will be the surviving corporation in the Merger. After completion of the transaction, ECCO will be a wholly-owned subsidiary of Samurai and Samurai will merge with and into ECCO, for the sole purpose of reincorporating into Nevada that will result in a change of its name to ECCO Energy Corp.
Item 3.02 Recent Sales of Unregistered Securities
In connection with the Agreement Samurai issued 1,415,999 shares of common stock to 27 shareholders of ECCO and 100,000 shares of preferred stock to one shareholder of ECCO. The shares were issued without registration in reliance on the exemption in section 4(2) of The Securities Act of 1933 and Rule 506 thereunder. The Preferred Stock was issued to Samuel M. Skipper and is entitled to the number of votes equal to all votes of other security holders plus one vote. As a result, Mr. Skipper will have voting control of Samurai.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Effective July 10, 2006, John M. Vise tendered his resignation as President of ECCO Energy Corp. and Samuel M. Skipper was elected Director, President and Chief Executive Officer of the Corporation. John Vise will continue to serve as Director and Chief Financial Officer of ECCO Energy Corp.
Item 9.01. Financial Statements and Exhibits
(a) | Pro Forma Financial Information |
Attached hereto is the unaudited Pro Forma Consolidating Balance Sheet as of March 31, 2006, and the related notes thereto, adjusted to show the pro forma effects of the acquisition along with the Pro Forma Consolidating Statements of Operations for the Three Months Ended March 31, 2006 and for the year ended December 31, 2005.
(b) Audited Balance Sheet of ECCO Energy Corp. as of December 31, 2005 and 2004 and the related Statements of Operations, Stockholders’ Equity and Cash Flows for the Year Ended December 31, 2005 and the period from Inception (September 20, 2004) through December 31, 2004.
(c) | Unaudited interim financial statements of ECCO Energy Corp. as of March 31, 2006. |
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SAMURAI ENERGY CORP.
EXPLANATORY NOTE
On July 12, 2006 Samurai Energy Corp., a Delaware corporation (“Samurai”), ECCO Energy Corp., a Nevada corporation (“ECCO”), and SEI Acquisition Corp., a Nevada corporation and a wholly owned subsidiary of Samurai (“Samurai Sub”) completed the transactions contemplated by the Agreement and Plan of Merger (“Agreement”), dated June 30, 2006. Under the terms and subject to the conditions set forth in the Agreement and in accordance with Nevada Law, Samurai Sub shall be merged with and into ECCO. As a result of the Merger, each three shares of ECCO common stock issued and outstanding shall be converted into the right to receive one fully paid non assessable share of Samurai common stock, the separate corporate existence of Samurai Sub shall cease, and ECCO will be the surviving corporation in the Merger. After completion of the transaction, ECCO will be a wholly-owned subsidiary of Samurai and Samurai will merge with and into ECCO, for the sole purpose of reincorporating into Nevada that will result in a change of its name to ECCO Energy Corp.
The following pro forma consolidating balance sheet, statement of operations and related notes are presented to show effects of the merger and reincorporation of Samurai, ECCO, and Samurai Sub. The pro forma consolidating balance sheet and statement of operations are based on the audited financial statements of ECCO and Samurai (Annual Report filed with SEC on Form 10-KSB) for the years ended December 31, 2005 and 2004 and the unaudited interim financial statements of ECCO and Samurai (Quarterly Report filed with SEC on Form 10-QSB) for the three months ended March 31, 2006.
The pro forma consolidating balance sheet and statement of operations have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2005 and unaudited interim financial statements for the three months ended March 31, 2006, have been omitted.
The acquisition has been accounted for as a business combination between entities under common control similar to a pooling of interest. Prior to the merger, Samurai and ECCO were controlled by the same management group and had certain common ownership interests in their respective common stock. Therefore, Samurai recorded the acquisition of ECCO at the carrying value of the assets acquired with no adjustment for the fair value of the assets acquired.
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SAMURAI ENERGY CORP.
PRO FORMA CONSOLIDATING
BALANCE SHEETS
March 31, 2006
(Unaudited)
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| Samurai | ECCO |
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| Energy | Energy |
| Adjustments | Pro Forma |
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| Corp | Corp |
| DR (CR) | Combined |
ASSETS |
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CURRENT ASSETS |
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| Cash and cash equivalents | $ 11,786 | $ 6,704 |
| $ - | $ 18,490 |
| Accounts receivable-related party | 40,444 | 20,536 |
| - | 60,980 |
| Other | - | 5,700 |
| - | 5,700 |
| Total current assets | 52,230 | 32,940 |
| - | 85,170 |
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PROPERTY and EQUIPMENT |
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| Oil and gas property, using full cost accounting | 241.114 | 704,038 |
| - | 945,152 |
| Equipment | - | 8,039 |
| - | 8,039 |
| Less accumulated depreciation and depletion | (22,967) | (70,824) |
| - | (93,791) |
| Total property and equipment | 218,147 | 641,253 |
| - | 859,400 |
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OTHER ASSETS |
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| Deposits | 1,950 | - |
| - | 1,950 |
TOTAL ASSETS | $ 272,327 | $ 674,193 |
| $ - | $ 946,520 | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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| Accounts payable-trade | $ 4,006 | $ 6,578 |
| $ - | $ 10,584 |
| Accrued expenses | 11,558 | - |
| - | 11,558 |
| Current maturities of long-term debt | 75,469 | - |
| - | 75,469 |
| Current maturities of lease obligation | - | 2,299 |
| - | 2,299 |
| Total current liabilities | 91,033 | 8,877 |
| - | 99,910 |
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LONG-TERM LIABILITIES |
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| Long-term debt, net of current maturities | 61,809 | - |
| - | 61,809 |
| Long-term lease obligation, net of current maturities | - | 196 |
| - | 196 |
| Asset retirement obligation | 22,200 | 19,200 |
| - | 41,400 |
TOTAL LIABILITIES | 175,042 | 28,273 |
| - | 203,315 | |
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SHAREHOLDERS’ EQUITY |
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| Preferred stock, $.001 par value; 10,000,000 shares authorized, |
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| no shares issued and outstanding | - | - |
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| Common stock, $.001 par value; 100,000,000 shares authorized, |
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| 3,036,666 shares issued and outstanding | 1,600 | 4,310 | (1) | 2,873 | 3,037 |
| Additional paid-in-capital | 98,400 | 789,061 | (1) | (2,873) | 890,334 |
| Retained deficit | (2,715) | (147,451) |
| - | (150,166) |
| Total shareholders’ equity | 97,285 | 645,920 |
| - | 743,205 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 272,327 | $ 674,193 |
| $ - | $ 946,520 | |
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PRO FORMA ADJUSTMENT
(1) Record the exchange of one share of Samurai common stock for three shares of ECCO common stock.
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SAMURAI ENERGY CORP.
PRO FORMA CONSOLIDATING
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2006
(Unaudited)
| Samurai | ECCO Energy Corp | Adjustments | Pro Forma Combined |
REVENUE |
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Oil and gas sales | $ 78,493 | $ 66,115 | $ - | $ 144,608 |
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OPERATING EXPENSES |
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Selling, general and administrative expenses | 39,346 | 55,035 | - | 94,381 |
Depreciation and depletion expense | 6,140 | 19,553 | - | 25,693 |
Lease operating expenses | 9,236 | 7,699 | - | 16,935 |
Total cost and expenses | 54,722 | 82,287 | - | 137,009 |
Net operating income (loss) | 23,771 | (16,172) | - | 7,599 |
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OTHER INCOME (EXPENSE) |
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Interest expense | (3,728) | (240) | - | (3,968) |
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Net income (loss) | $ 20,043) | $ (16,412) | $ - | $ 3,631 |
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SAMURAI ENERGY CORP.
PRO FORMA CONSOLIDATING
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 2005
| Samurai Energy |
| ECCO Energy |
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| Adjustments |
| Pro Forma | ||
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| Combined |
REVENUE |
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Oil and gas sales | $ 238,593 |
| $ 197,300 |
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| $ 435,893 |
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OPERATING EXPENSES |
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Selling, general and administrative expenses | 128,638 |
| 138,377 |
| - |
| 267,015 |
Depreciation and depletion expense | 9,995 |
| 57,379 |
| - |
| 67,374 |
Lease operating expenses | 78,424 |
| 54,307 |
| - |
| 132,731 |
Total cost and expenses | 217,057 |
| 250,063 |
| - |
| 467,120 |
Net operating income (loss) | 21,536 |
| (52,763) |
| - |
| (31,227) |
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OTHER INCOME (EXPENSE) |
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Interest expense | - |
| (2,829) |
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Other expense | - |
| (11,700) |
| - |
| (11,700) |
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Net income (loss) | $ 21,536 |
| $ (67,292) |
| $ - |
| $ (45,756) |
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SAMURAI ENERGY CORP.
NOTES TO PRO FORMA CONSOLIDATING
BALANCE SHEET AND STATEMENT OF OPERATIONS
Insert | Audited financial statements of ECCO Energy Corp. as of December 31, 2005 and 2004. |
Insert | Unaudited interim financial statements of ECCO Energy Corp. as of March 31, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 12, 2006
| SAMURAI ENERGY CORP. |
By: ___________________________________
| Sam Skipper | |
| President |
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