SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): May 7, 2012
DISCOVERY ENERGY CORP.
f/k/a "Santos Resource Corp."
(Exact name of registrant as specified in its Charter)
Nevada 000-53520 98-0507846
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
One Riverway Drive, Suite 1700
Houston, Texas 77056
713-840-6495
(Address and telephone number of principal executive offices, including
zip code)
___________________________________________
(Former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of Registrant under any of the
following provisions:
[ ] 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-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
On May 11, 2012, Discovery Energy Corp., f/k/a "Santos Resource Corp." (the
"Company"), filed a Current Report on Form 8-K (the "Initial 8-K") reporting on
several matters, including the procurement of necessary consents to all of the
proposals made in the Company's recent written consent solicitation. This
Amendment No. 1 to Current Report on Form 8-K supplements and amends the Initial
8-K by giving the final tally of the results of such solicitation determined on
June 18, 2012.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 18, 2012, the Company completed its written consent solicitation
pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as
amended) to approve four proposals, which included the following:
* An amendment to the Company's Articles of Incorporation to
increase the number of the Company's authorized shares of common
stock, $.001 par value per share ("Common Stock"), from seventy-
five million (75,000,000) shares to five hundred million
(500,000,000) shares (the "Increased Common Shares Amendment")
* An amendment to the Company's Articles of Incorporation to
create ten million (10,000,000) shares of what is generally
known as "blank check" preferred stock. (the "Preferred
Stock Amendment")
* An amendment to the Company's Articles of Incorporation to change
the name of the Company to "Discovery Energy Corp." (the
"Corporate Name Change Amendment")
* If and only if (a) the Corporate Name Change Amendment and (b)
one or both of the Increased Common Shares Amendment and
the Preferred Stock Amendment received consents from of a
majority of the outstanding shares of the Common Stock, the
restatement of the Company's Articles of Incorporation by taking
the original text of the Company's Articles of Incorporation
and updating it by incorporating all subsequent amendments,
including those approved pursuant to this written consent
solicitation (the "Restatement Proposal").
The Company's stockholders approved each of the four proposals. The same
number of shares approved each of the Increased Common Shares Amendment, the
Corporate Name Change Amendment, and the Restatement Proposal. The following
are the results of the approval of these three proposals:
Percentage of Abstain or Percentage of Shares
"For" Shares "For" Against Non-Votes "Against,"Abstaining or
Not Voting
--------------------------------------------------------------------------------
42,370,000 69.39% -0- 18,688,500 30.61%
A slightly smaller number of shares approved the Preferred Stock Amendment.
The following are the results of the approval of the Preferred Stock Amendment:
Percentage of Abstain or Percentage of Shares
"For" Shares "For" Against Non-Votes "Against,"Abstaining or
Not Voting
--------------------------------------------------------------------------------
42,340,000 69.34% -0- 18,718,500 30.66%
As of May 11, 2012, the Company had received consents representing 39,440,000
shares approving each of the four proposals.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DISCOVERY ENERGY CORP.,
f/k/a "Santos Resource Corp."
(Registrant)
Date: June 20, 2012 By: /s/ Keith J. McKenzie
-----------------------------
Keith J. McKenzie,
Chief Executive Officer