UNITED STATES
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 5, 2016
DIVERSIFIED RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Nevada None 98-0687026
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1789 W. Littleton Blvd.
Littleton, CO 80120
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 797-5417
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
On February 5, 2016 we amended the agreement disclosed in our 8-K report
dated December 23, 2015. Pursuant to the terms of the new agreement, on February
5, 2016 we acquired Diversified Energy Resources, Inc. in exchange for
20,032,710 shares of our common stock. Diversified Energy Resources is the
holding company for three oilfield service companies. These three companies, the
oldest of which has been in operation since 2004, provide the following services
to their customers, most of which are located in northern Colorado:
Crane and Rigging
Trucking Various Materials
Custom Fabrication
Well Site Construction
Well Site Supervision
Pipeline Construction
Pressure Testing
Fencing
Environmental Remediation
Equipment Rental
Providing, on an as needed basis, Trained Equipment Operators
Repairs to Equipment and Machinery, including Emergency Repairs
Item 2.01 Completion of Acquisition or Disposition of Assets
See Item 1.01 of this report.
Item 3.02 Unregistered Sales of Equity Securities
The Company relied upon the exemption provided by Section 4(a)(2) of the
Securities Act of 1933 in connection with issuance of the shares of common stock
described in Item 1.01 of this report. The persons who acquired these shares
were sophisticated investors and were provided full information regarding the
Company's business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The persons who acquired
these securities acquired them for their own accounts. The certificates
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representing these securities will bear a restricted legend providing that they
cannot be sold except pursuant to an effective registration statement or an
exemption from registration. No commission was paid to any person in connection
with the issuance of these shares.
Item 9.01 Financial Statements and Exhibits
The financial statements required by Items 9.01 (a) and (b) will be filed
with an amendment to this report.
The agreement between the Company and Diversified Energy Resources, Inc.
will be filed with an amendment to this report.
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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 12, 2016 DIVERSIFIED RESOURCES, INC.
By: /s/ Roger May
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Roger P. May
Secretary to the Board of Directors