UNITED STATES
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) October 12, 2012
WESTERN STANDARD ENERGY CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-51736 20-5854735
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
980 Skeena Drive, Kelowna, BC V1V 2K7
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (403) 537.2516
50 West Liberty Street, Suite 880, Reno, NV 89501
(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:
[ ] 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
We are filing this Amendment Number 1 on Form 8-K/A to its Form 8-K that was
originally filed with the Securities and Exchange Commission ("SEC") on October
17, 2012 to amend the convertible debenture and provide a revised exhibit.
This Amendment Number 1 continues to speak as of the date of the original Form
8-K, and we have not updated the disclosure contained herein to reflect any
events that occurred at a later date other than those set forth above. All
information contained in this Amendment Number 1 is subject to updating and
supplementing as provided in our periodic reports filed with the SEC subsequent
to the date of the filing of our original Form 8-K.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 15, 2012, Western Standard Energy Corp. (the "Company") entered into
a securities purchase agreement with BRL Consulting Inc. and Gladys Jenks
(collectively, the "Purchasers") pursuant to which the Company has agreed to
issue 2,500,000 common shares for a total proceeds of USD$3,125.00 and the
Company, on October 29, 2012, issued to two Purchasers an amended convertible
debenture (the "Debenture") in the aggregate principal amount of US $250,000.
The Debenture is convertible, upon a Default into shares of the Company's common
stock equal in number to 50% of the total issued and outstanding Common Stock of
the Company at the time of conversion. The Company has also agreed to register
the shares that may be convertible under the Debenture. The Debenture matures on
the earlier of April 1, 2013 or the 90th day following the Company's receipt of
SEC approval of the Registration statement. The Debenture shall bear no
interest.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information required by this Item 3.02 is included under Item 1.01 of this
Current Report on Form 8-K.
We issued the securities to two non-U.S. persons (as that term is defined in
Regulation S of the SECURITIES ACT OF 1933, AS amended) in an offshore
transaction in which we relied on the exemptions from the registration
requirements provided for in Regulation S and/or Section 4(2) of the SECURITIES
ACT OF 1933, AS AMENDED.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
Effective October 12, 2012, Steve Cook resigned as our President, Chief
Executive Officer, Chief Financial Officer, Secretary, and Treasurer and
Director. As a result of the resignation, we appointed Dallas Gray as our new
President, Secretary, Treasurer and to the board of directors. Mr. Gray is now
the sole director of the Company.
Mr. Gray has over 20 years' experience in the management of radio stations and
is currently on the board of the Downtown Kelowna Association and the British
Columbia Association of Broadcasters.
FAMILY RELATIONSHIPS
There are no family relationships between Mr. Gray and our board of directors.
CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
We have not been party to any transaction with Mr. Gray since the beginning of
our last fiscal year.
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EXHIBIT 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Securities Purchase Agreement dated October 15, 2012 with BRL Consulting
Inc. and Gladys Jenks (attached as an exhibit to our current report on Form
8-K filed on October 17, 2012 and incorporated by reference)
10.2 Convertible Debenture dated October 15, 2012 in the amount of US$250,000
(attached as an exhibit to our current report on Form 8-K filed on October
17, 2012 and incorporated by reference).
10.3 Convertible Debenture dated October 15, 2012 in the amount of US$250,000
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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.
WESTERN STANDARD ENERGY CORP.
By: /s/ Dallas Gray
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Dallas Gray
President, Treasurer and Director
October 31, 2012
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