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 6, 2007
EPIC ENERGY RESOURCES, INC.
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(Name of Small Business Issuer in its charter)
Colorado 0-31357 94-3363969
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
10655 Six Pines, Suite 210
The Woodlands, Texas 77380
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (281)-419-3742
N/A
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(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 July 2007 the Company formed a joint venture, Epic Exploration and
Production LLC, with a private investment firm to acquire oil and gas properties
and assets. The Company will manage the operations of the joint venture and the
private investment firm is responsible for providing capital required to acquire
oil and gas properties on a project-by-project basis.
The Company will receive 20% of the net income from any oil and gas
property acquired by the joint venture until the private investment firm
receives distributions equal to the amount contributed by the private investment
firm to acquire the oil and gas property. Thereafter, the net cash flow from the
oil and gas property will be allocated equally between the Company and the
private investment firm. The joint venture plans to finance up to 90% if the
purchase price for any property with a loan from the seller of the property or a
third party lender.
Subsequent to its formation, on July 30, 2007, the joint venture signed an
agreement with Sawtooth, Inc. to acquire working interests, varying from 50% to
100%, in four producing oil wells, plus a number of shut in wells and related
leaseholds, in Fort Bend and Brazoria Counties, Texas.
Sawtooth is responsible for completing workover operations on the four
producing wells. Once the workover is complete, if the average daily production
from the four wells exceeds 26 barrels of oil per day over a two week period,
the joint venture will purchase the producing and shut in wells for $1,350,000,
of which $1,000,000 will be paid in cash with the remaining amount financed by a
loan from the seller of the properties. If, following the workover operations,
the average daily production from the wells is less than 27 barrels of oil per
day, the joint venture can select the wells it wants to buy, in which case the
purchase price will be less than $1,350,000 if all wells are not bought by the
joint venture.
Item 9.01 Financial Statements and Exhibits
Number Description
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10 Agreement between Epic Exploration & Production, LLC and
Sawtooth, Inc.
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 28, 2007 EPIC ENERGY RESOURCES, INC.
By: /s/ John Ippolito
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John Ippolito, President