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 17, 2008
Northern Empire Energy Corp.
------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada 0-52725 20-4765268
---------------------------- ------------ ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada
--------------------------------------------------------------------
(Address of principal executive offices)
(250) 951-0497
---------------------------
(Issuer's telephone number)
Political Calls, Inc.
-------------------------------------------------------------
(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))
=============================================================================
1
Item 1.01 Entry into a Material Definitive Agreement.
On November 17, 2008, Political Calls, Inc. a Nevada corporation (the
"Registrant") entered into an Option Agreement with Maguire Resources Ltd.,
a corporation having an office at 300-840 6th Ave SW T2P 3E5 in the City of
Calgary, in the Province of Alberta, Canada. Maquire has granted an option
to the Registrant to earn a 40% interest in the Turin Project by incurring
100% of the drilling and completion costs up to a five well drilling program.
This a non-operating working interest and/or royalty owner participation
position in oil and gas project is located in the Turin area of south-east
Alberta, Canada, specifically section 28, township 10, range 19 west of the
4th meridian.
The option interest consists of several potential hydrocarbon zones in the
area including (starting from the shallowest formation), the Milk River,
Second White Specks, Barons, Bow Island, Glauconite and the Lower Mannville
sandstones plus the Livingston Carbonate.
The option, if exercised, will allow the Registrant to acquire up to a 40%
non-operating working interest, subject to a 31% G.O.R. (Gross Overriding
Royalty) by incurring expenditures of $2 million, 100% of the drilling and
completion costs in a five well drilling program. By drilling an initial
well on the Turin Project the Company can earn 25% of a shut-in gas well
subject to a 31% G.O.R. (Gross Overriding Royalty) by incurring 100% of
completion and tie in costs, located in the land of interest.
Item 3.02 Unregistered Sales of Equity Securities
As of November 17, 2008, the Registrant agreed to issue 18,000,000 shares of
its unregistered common stock to Jeffrey Cocks. Mr. Cocks paid $180,000 for
these shares, and the funds have already been received into the corporate
attorney's client trust account. The funds will be used to further
capitalize the Company and complete initial Geological reconnaissance,
surveys, mapping etc. on the Turin Project.
The shares will be issued pursuant to the exemption from registration provided
by Section 4(2) of the Securities Act. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and
there was not general solicitation or general advertising involved in the offer
or sale. The shares of common stock issued will contain a legends restricting
transferability absent registration or applicable exemption.
Item 5.01. Changes in Control of Registrant.
Concurrently with the closing of the Option Agreement, Mr. Dave Gallagher,
the founder of the Company, has resigned as an officer and director of the
Registrant. Mr. Gallagher has a potential conflict of interest to remain as
President of Political Calls, Inc., since he started managing political
campaigns and the Company markets a telephone broadcasting service, whereby
it prepares recorded political messages for broadcast via the telephone to
specific geographic locations. There is a potential conflict of interest that
Mr. Gallagher could be representing opposing political candidates.
Prior to his resignation, the board added Jeffrey Cocks and Peter Forrest as
directors of the Registrant. The board appointed Jeffrey Cocks as Chief
Executive Officer.
No agreements exist among present or former controlling stockholders or
directors of the Registrant with respect to the election of the members of
the board of directors, and to the Registrant's knowledge, no other
agreements exist which might result in a change of control of the Registrant.
CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's director and executive officer
are as follows:
Name Age Position
- ------------- --- ------------------------------------
Jeffrey Cocks 45 Chairman & CEO
Peter Forrest 67 Director
- ----------------------------------------------------------------------------
Biography of Jeffrey Cocks, Chairman & CEO
- ------------------------------------------
Jeffrey Cocks has an extensive financial, operational and administrative
background, having over twenty years experience with junior resource companies.
Mr. Cocks has managed numerous multi-million dollar exploration programs
throughout the world for several junior resource companies. From 1998-2002 and
again in 2004-2005 Mr. Cocks was part of a group of Companies that discovered
and developed the Petaquilla Deposit, in the Republic of Panama and the Mount
Kare Gold Deposit, in Papua New Guinea. In excess of $100 million in capital
was raised and expended in the development of the Petaquilla and Mount Kare
deposits. Mr. Cocks is currently President of Britannica Resources Corp (TSX.V-
BRR) and a director of Northern Star Mining Corp. (TSX.V-NSM) junior gold
exploration companies with advanced projects in Quebec, Canada. Mr. Cocks has
served as a director/officer for numerous public companies both in the United
States and Canada. Mr. Cocks completed the Canadian Securities Course in 1987
and the Securities Continuous Disclosure Program for Directors and Officers,
through Simon Fraser University in 1996.
Biography of Peter Forrest, Director
- ------------------------------------
Peter Forrest, P. Eng. has over 40 years in the resource business. During the
past five years Mr. Forrest has focused on the oil and gas wire line services.
Mr. Forrest provides project management skills to prospect evaluations,
corporate matters, lease acquisitions, lease presentations, negotiations,
contracting specialists and other related matters. During his career, Mr.
Forrest has been involved in the field supervision of large open pit mining
operations, project engineering and management roles both internationally and
in Canada. He has worked for the Alberta Energy Utilities Board, metal mines,
oil sand operations and coalmine operations engineering. Throughout his
career, Mr. Forrest has had a keen interest in operational research projects,
field-testing products and resolving problems using innovative ideas and
products by recognizing applications across various industries.
Compensation of Directors
- -------------------------
No director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table sets forth information as of the date hereof with respect
to the beneficial ownership of the outstanding shares our common stock
immediately following the change of management by (i) our officers and
directors; (ii) each person known by us to beneficially own five percent (5%)
or more of our outstanding shares; and (iii) our officers and directors as
a group.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
- ------------------------------------------------------------------------------
Common Jeffrey Cocks (2) Chairman/CEO 18,000,000 99.6%
Common Peter Forrest (3) Director 0 0.0%
- ------------------------------------------------------------------------------
Totals: 18,000,000 99.6%
All Executive Officers, Directors
as a Group (2 persons) 18,000,000 99.6%
- ------------------------------------------------------------------------------
(1) The percentages listed in the percent of class column are based upon
18,061,200 issued and outstanding shares of Common Stock.
(2) Jeffrey Cocks, 118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada.
(3) Peter Forrest, 118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On November 17, 2008, the Registrant accepted the resignation of David
Gallagher as Officer and Director. Pursuant to Nevada Corporate law, NRS
78.335(5), the Board of Directors filled the Board vacancies with the
nomination and acceptance of Jeffrey Cocks and Peter Forrest, effective
November 17, 2008. The new board members will hold office for the unexpired
term of their predecessor(s) and/or until his successor(s) are elected and
qualified. Further, the board appointed Jeffrey Cocks as Chief Executive
Officer of the Registrant.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On November 17, 2008, the Board of Directors and the majority vote of the
Registrant's shareholders voted and approved a name change of the Company
from Political Calls, Inc. to Northern Empire Energy Corp., to better reflect
its new business focus. The Company filed a Certificate of Amendment to its
Articles of Incorporation, with the Nevada Secretary of State to reflect this
name change. (See Exhibit 3.3)
Item 8.01 - Other Events
With this filing of this Current Report on Form 8-K, the Political Calls
reached a mutually agreeable understanding with David Gallagher, its former
officer and director to return his 361,900 restricted shares of common stock
to the corporate treasury in exchange for $50,000 and the Company's
specialized phone equipment. Such share certificate representing 361,900
common shares will be cancelled by the Company's transfer agent on or before
November 30, 2008.
The Corporation's mailing address and business address have been changed from
1015 S. Cimarron, Las Vegas, NV 89145 to 118 8th Ave. NW, Calgary, Alberta
T2M 0A4, Canada, effective November 17, 2008.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
3.4 Certificate of Amendment of the Articles of Incorporation filed with
the Secretary of State of Nevada on November 17, 2008.
10.1 Option Agreement between Political Calls, Inc. and Maguire
Resources Ltd. dated November 17, 2008.
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.
Political Calls, Inc.
---------------------
Registrant
By: /s/ Jeffrey Cocks
------------------------------------
Name: Jeffrey Cocks
Title: President/Director
Dated: November 17, 2008
Exhibit Index
Exhibit No. Description
3.4 Certificate of Amendment of the Articles of Incorporation filed with
the Secretary of State of Nevada on November 17, 2008.
10.1 Option Agreement between Political Calls, Inc. and Maguire
Resources Ltd. dated November 17, 2008.