U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
May 23, 2006
Date of report (Date of earliest reported event)
Commission File Number 0-51414
PANORAMA INVESTMENTS CORP.
(Name of small business issuer in its charter)
NEVADA 98-0417780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 720 - 999 West Broadway
Vancouver, BC, Canada V5Z 1K5
(Address of principal executive offices)
(604) 730-8882
(Telephone number, including area code)
Steven Bekropoulos
Suite 720 - 999 West Broadway
Vancouver, BC, Canada V5Z 1K5
Phone: (604) 730.8882 Fax: (604) 738.4080
(Name, address and telephone number of agent for service)
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))
This report contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements are based on current
expectations, estimates and projections about our industry, management's
beliefs, and assumptions made by management. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," variations of
such words and similar expressions are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Accordingly, actual results may differ materially from those expressed
or forecasted in any such forward-looking statements. Such risks and
uncertainties include those risk factors set forth in this report. We assume no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Panorama Investments, Inc. (the "Company") entered into an Acquisition and Share
Exchange Agreement, dated May 23, 2006 (the "Acquisition Agreement"), pursuant
to which the Company has agreed to acquire from the private company's
shareholders, through a share exchange transaction, all of the issued and
outstanding capital stock of Lucas Energy, Inc., a privately-held, Nevada
company ("Lucas Energy"). Lucas Energy, is an independent oil and gas company
that is building a diversified portfolio of oil and gas assets in the United
States.
The terms of the Acquisition Agreement require that of all of the Lucas
shareholders exchange their Lucas shares, including preferred and common
classes, for an aggregate of 9,083,334 Panorama Investments, Inc., common shares
in a specified Closing Transaction which is set for Monday, May 29, 2006. The
transaction, at Closing, requires transfer of 1,100,000 currently issued
"control" shares to Lucas Energy's current shareholders and requires the
issuance of an additional 7,983,334 newly issued shares to Lucas Energy's
current shareholders.
The Agreement also provides, that prior to Closing, we will approve a
forward-split of our common stock such that currently issued (including those
shares anticipated to be issued pursuant to this transaction) will be exchanged
for 2.4 post-split shares. We will have a total of 25,160,000 shares issued and
outstanding after giving effect to the acquisition transaction and the
forward-split. We have also agreed to change our name to Lucas Energy, Inc., The
agreement also provides that James Cerna, a Lucas Energy director and officer,
will be appointed to our Board of Directors concurrent with this filing.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
In connection with the transaction, there will be a change of control. Effective
on the Closing of the Acquisition Agreement each of the current directors and
officers of the Company will resign. The Company has agreed to take steps to
cause the appointment of Lucas' current board of directors, as directors of the
Company, effective as of the Closing of the Acquisition Agreement.
Following the Exchange, the business activities of both the Company and Lucas
will be under the management and supervision of Lucas management and the
existing management of the Company will have no involvement in the business and
affairs of the Company or Lucas.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On May 23, concurrent with the entry into the Acquisition Agreement referenced
in Item 1.01, above, the Company's Board of Directors appointed James Cerna, to
a vacant Board position as Interim Director and principal operating officer. Mr.
Cerna accepted the appointment and agreed to serve in such capacity until the
next annual or special meeting of shareholders of the Company, at which time Mr.
Cerna will be required to stand for election by the Shareholders. Mr. Cerna
currently has no compensation package or agreement with the Company. Mr. Cerna
has not been involved in any transaction with us in which he has had a material
direct or indirect interest.
The Company's current officers and Directors are:
- - Connie Linder, President CEO, Director
- - Steven Bekropoulos, Treasurer, CFO, Principal Accounting Officer, Director
- - Serena Tan, Director
Current officers serve at the leisure of the Board of Directors and each
Director will stand for election at the next annual or special meeting of
shareholders.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
A. Financial Statements - None
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 thereunto duly authorized.
Date: May 23, 2006 PANORAMA INVESTMENTS CORP.
By: /s/ Steven Bekropoulos
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Steven Bekropoulos, Director