SECURITIES AND EXCHANGE COMMISSION
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): December 5, 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
Pearl Investment Company
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On December 5, 2007, the Company acquired Pearl Investment Company for
1,486,240 shares of its common stock and cash of $18,720,000. The 1,486,240
shares are restricted securities as that term is defined in Rule 144 of the
Securities and Exchange Commission. Up to 3,313,760 additional shares may be
issued in the future to key employees and officers of Pearl Investment Company
subject to certain vesting requirements.
Pearl Investment Company provides engineering, construction management,
operations, maintenance, field, and technology consulting services to the oil,
gas and energy industry. Pearl Investment Company currently employs over 200
professionals working from 6 offices and serving clients in the greater Rocky
Mountain Region and the Middle East.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 5, 2007 the Company acquired all of the outstanding shares of
Pearl Investment Company for 1,486,240 shares of its restricted common stock and
cash of $18,720,000.
At the time of the acquistion the assets of Pearl Investment Company
consisted primarily of cash, accounts receivable, vehicles and computer software
and office equipment.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 of this report.
Item 9.01 Financial Statements and Exhibits
Financial Statements
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The financial statements of Pearl Investment Company, together with the
required pro-forma financial statements, are incorporated by reference to Epic's
registration statement on Form SB-2 (File #333-148479) filed with the Securities
and Exchange Commission on January 4, 2008.
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: February 5, 2008 EPIC ENERGY RESOURCES, INC.
By: /s/ John Ippolito
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John Ippolito, President