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): August 10, 2007
EPIC ENERGY RESOURCES, INC.
---------------------------
(Name of Small Business Issuer in its charter)
Colorado 0-31357 94-3363969
- ----------------------- --------------------- ----------------------
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
10655 Six Pines, Suite 210
The Woodlands, Texas 77380
---------------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (281)-419-3742
N/A
-----------------------------------
(Former name or former address if changed since last report)
Check 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 (see General Instruction A.2. below)
[ ] 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 13e-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
In August 2007, the Company acquired the Carnrite Group LLC for 3,177,812
shares of its restricted common stock. In connection with this acquisition,
1,673,036 additional shares of common stock were issued to key officers of the
Carnrite Group as retention shares that will vest in two years from March 28,
2007, which is the effective date of the acquisition. All or part of these
shares will be returned to the Company if one or more officers of Carnrite
voluntarily terminate their employment prior to March 23, 2009.
The Carnrite Group, LLC emerged from Jefferies Energy Consulting, LLC, in
early 2007 facilitated by the decisions of Jefferies Randall & Dewey management
to exit management consulting. The Carnrite consultants have industry experience
that span the upstream, midstream, downstream, and utility sectors of the oil
and gas industry covering reservoir management and drilling to commodity
marketing and trading, and financial analysis and planning to organizational
design.
The Carnrite Group, from its base in Houston, Texas, brings global
experience working with clients spanning domestic North American, to national
and multi-national energy companies, including midstream companies,
petro-chemical companies, service providers, and the investment banking
community. The Carnrite Group team of consultants have completed engagements
ranging from operations effectiveness and optimization, to corporate strategy
and organizational capability in Europe, Mid East, Africa and Asia; conceptual
field development in South America; and gas commercialization and operations
optimization in Australia. Success is achieved by blending a proven project
approach leveraged with multinational teams to achieve a result tailored to suit
the clients' needs.
The Carnrite Group gross revenues (May 1 through July 31, 2007) were
approximately $1,520,441.
Item 9.01 Financial Statements and Exhibits
Number Description
------ -----------
10 Agreement relating to the acquisition of The Carnrite Group.
The financial statements of the Carnrite Group LLC, together with the
required proforma financial statements will be filed by amendment.
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: August 22, 2007 EPIC ENERGY RESOURCES, INC.
By: /s/ John Ippolito
------------------------------
John Ippolito, President