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) November 14, 2005
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ANTARES RESOURCES CORP.
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(Exact name of registrant as specified in its charter)
New York 000-3926 13-1950459
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
7900 Glades Road, Suite 610
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Boca Raton, FL 33434
(Address of principal executive offices) (Zip Code)
(561) 558-0165
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(Registrant's telephone number,
including area code)
Not Applicable
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(Former name or 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 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-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
FORWARD LOOKING STATEMENTS
Certain statements and information included in this Current Report on
Form 8-K ("Current Report") constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. When used in
this Current Report, the words or phrases "will," "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "projected,"
"intends to" or similar expressions are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks, known and unknown, and
uncertainties, including, but not limited to, the ability of the Company to
obtain bankruptcy court approval with respect to motions in the Chapter 11
proceeding filed by it from time to time, potential adverse publicity
surrounding the Chapter 11 proceeding, the ability of the Company to obtain and
comply with obligations and covenants in the debtor-in-possession ("DIP")
financing documents to the extent the Company determines to obtain DIP
financing, the ability of the Company to fund its working capital needs through
the expiration of the DIP financing and thereafter, the potential adverse impact
of the Chapter 11 proceeding on the Company's liquidity or results of
operations, the ability of the Company to obtain and maintain adequate
relationships with vendors and customers and manage relationships with its
creditors and other lenders, the ability of the Company to attract and motivate
key employees in the future, potential actions of regulatory authorities which
govern the Company's operations, including the potential for delisting by the
Securities and Exchange Commission ("SEC") and the potential for other
litigation resulting from the Company's activities prior to Bankruptcy, the
ability of the Company to get its charter reinstated in the State of New York,
the Company's prospects for the future, the ability of the Company to develop,
prosecute, confirm and consummate its plan of reorganization with respect to the
Chapter 11 proceeding, the Company's ability to implement its plan of
reorganization and obtain adequate post-bankruptcy financing or other capital on
commercially acceptable terms, economic conditions, changes in laws or
regulations and other risks described in the Company's reports filed with the
SEC. Such factors could materially adversely affect the Company's future
financial performance and could cause the Company's actual results for future
periods to differ materially from any opinions or statements expressed within
this Current Report or other SEC reports. It is currently anticipated that
additional discussion of such factors that could cause actual results to differ
materially from management's projections, forecasts, estimates and expectations
will be contained in the Company's future filings with the SEC.
ITEM 8.01 OTHER EVENTS.
On November 14, 2005 and December 8, 2005, Michael P. Phelan, the
trustee for Antares Resources Corp. (the "Company" or "Antares"), filed on
behalf of the Company monthly financial reports (the "Reports") with the U.S.
Bankruptcy Court for the Middle District of Florida in connection with the
Company's involuntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code, Case No. 3:04-bk-06408-JAF. The Reports set forth certain
financial information regarding Antares for the periods from October 1, 2005 to
October 31, 2005 and November 1, 2005 to November 30, 2005, respectively. The
Reports are included with this Current Report as Exhibit 99.1 and Exhibit 99.2,
respectively, and are incorporated by reference into this Item 8.01.
THE REPORTS CONTAIN FINANCIAL INFORMATION THAT HAS NOT BEEN AUDITED OR
REVIEWED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, IS NOT PRESENTED IN
ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES,
AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. THE COMPANY
CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON THE INFORMATION CONTAINED IN
THE REPORTS WHICH CONTAIN UNAUDITED INFORMATION AND IS IN A FORMAT PRESCRIBED BY
THE APPLICABLE BANKRUPTCY LAWS. THERE CAN BE NO ASSURANCE THAT THE REPORTS ARE
COMPLETE. THE REPORTS ALSO CONTAIN INFORMATION FOR A PERIOD THAT MAY BE SHORTER
OR OTHERWISE DIFFERENT FROM THOSE CONTAINED IN THE COMPANY'S REPORTS FILED
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
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99.1 Monthly financial report for the period from
October 1, 2005 to October 31, 2005.
99.2 Monthly financial report for the period from
November 1, 2005 to November 30, 2005.
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SIGNATURE
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.
ANTARES RESOURCES CORP.
(Registrant)
Date: December 13, 2005 By: /s/ Michael P. Phelan
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Name: Michael P. Phelan
Title: Chapter 11 Trustee
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Monthly financial report for the period from
October 1, 2005 to October 31, 2005.
99.2 Monthly financial report for the period from
November 1, 2005 to November 30, 2005.