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): February 20, 2008
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 February 20, 2008, the Company acquired Epic Integrated Solutions LLC,
an unaffiliated entity, for cash and shares of its restricted common stock. At
closing, the Company paid $600,000 and issued 1,000,000 shares of its common
stock to the three owners of Epic Integrated. An additional $1,700,000 will be
paid to the three owners in periodic installments during 2008 and 2009. The
1,000,000 shares were shares issued to Epic Integrated's owners, each of whom is
also an officer of Epic Integrated. The shares issued to each owner will vest
over a three year period. All or a portion of the shares issued to each officer
will be forfeited and be returned to the Company if the officer voluntarily
terminates his or her employment prior to February 20, 2011.
Epic Integrated, from its base in Houston, Texas, provides the oil and gas
industry with specialized training, operations documentation and data management
services for the start up and operation of complex energy production facilities.
Epic Integrated's experience includes projects in the United States, as well as
with deepwater basins around the world.
Item 2.01 Completion of Acquisition or Disposition of Assets
At the time of the acquisition, Epic Integrated's assets consisted
primarily of cash, accounts receivable, and property and equipment.
Item 9.01 Financial Statements and Exhibits
The financial statements of Epic Integrated Solutions, together with the
required proforma financial statements, will be filed as an amendment to this
report.
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 27, 2008 EPIC ENERGY RESOURCES, INC.
By /s/ John Ippolito
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John Ippolito, President