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 28, 2013
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.)
302 - 1912 Enterprise Way, Kelowna, BC, Canada V1Y 9S9
(Address of principal executive offices) (Zip Code)
(778) 478.7780
(Registrant's telephone number, including area code)
N/A
(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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 28, 2013, we entered into a Share Exchange Agreement with C.A.B
Financial Services Ltd. and Chris Bunka, the sole shareholder of C.A.B Financial
Services Ltd. C.A.B. and Chris Bunka are the owners of 41%, or 4,500,100, shares
in the capital stock of Pro Eco Energy Ltd. Pursuant to the Share Exchange
Agreement we agreed to purchase 100% of C.A.B's and Bunka's interest in Pro Eco
Energy Ltd. in consideration of the issuance of 4,000,000 shares of our common
stock. The transaction closed on November 28, 2013.
Pro Eco Energy Ltd. is the combination of two private related companies - Swiss
Solar Tech (SST) Ltd. and Pro Eco Energy Ltd. The two companies are located in
Summerland, British Columbia and each provides energy efficient and
environmentally friendly heating and cooling HVAC systems for commercial
buildings. The combined entities specialize in a variety of work including
hotels, resorts and multi-residential buildings, combining solar thermal with
ground-source heat pumps, heat recovery systems and geothermal ground loops. By
utilizing the most advanced technologies and custom-designed hybrid systems,
energy cost savings of greater than 50% can be realized.
The foregoing description is a summary only and qualified by and subject to the
actual terms and conditions of the share exchange agreement dated November 28,
2013, attached hereto as Exhibit 10.1 and incorporated by reference into this
report.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
We issued 2,000,000 shares of our common stock to one non-U.S. persons and
2,000,000 shares of our common stock to one non-U.S. corporation (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 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Share Exchange Agreement dated November 28, 2013
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.
/s/ Dallas Gray
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Dallas Gray
President, Secretary, Treasurer and Director
Date: November 28, 2013
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