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)
July
7, 2008
____________________________
KODIAK
ENERGY
, INC.
(Exact
name of registrant as specified in charter)
DELAWARE
(State or
other Jurisdiction of Incorporation or Organization)
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333
-38558
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734
7th Avenue S.W. Calgary, AB T2P
3P8 Canada
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65-
0967706
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(Commission
File Number)
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(Address
of Principal Executive Offices and zip code)
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(IRS
Employer Identification No.)
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(403)
262
-8044
(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 registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995
Information
included in this Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). This information may involve known and
unknown risks, uncertainties and other factors which may cause the Company’s
actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any
forward-looking statements. Forward-looking statements, which involve
assumptions and describe the Company’s future plans, strategies and
expectations, are generally identifiable by use of the words “may,” “will,”
“should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project”
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any
projections included in these forward-looking statements will come to
pass. The Company’s actual results could differ materially from those
expressed or implied by the forward-looking statements as a result of various
factors. Except as required by applicable laws, the Company
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
Item
8.01 Other Events
On July
7, 2008, the Company provided an update and clarification to the previously
announced binding letter agreement with Brink Energy Ltd. (“Brink”) of Calgary,
a private Alberta oil and gas corporation.
A
binding letter agreement was entered into by Kodiak and Brink in order to secure
the transaction value and to ensure confidentiality while a definitive agreement
is finished. Kodiak, its auditors and legal teams are currently
concluding the due diligence and audit of Brink’s records. Once
the audit is complete, the definitive agreement will be finalized and an
information circular will be distributed to Brink
shareholders.
Kodiak
recently provided a $1,000,000 secured loan to Brink which was used to reduce
its bank debt and which may be converted to Brink shares at Kodiak’s
option.
The
information circular will also be made public at time of mailing and will
include reserve evaluation information and production volumes. At
that time, Kodiak will also provide estimates of future
operations.
Kodiak
intends to optimize the existing production first and concurrently review
development and drilling plans for Q3 and Q4 of 2008 and into 2009 before
advising of expected production volumes, capital commitments, taking into
consideration prevailing commodity prices and cost of
services.
The Brink
security holders’ meeting is expected to be held in August 2008. The
completion of the combination is expected shortly thereafter, subject to receipt
of necessary regulatory and court approval and satisfaction or waiver of
conditions. When the aforementioned conditions are met, Brink will
then be a wholly-owned subsidiary of Kodiak – which is expected by September 1,
2008.
As
previously announced, the cash portion of the acquisition will be funded by
Kodiak mostly with debt.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements of business
acquired
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Not
applicable
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(b)
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Pro
forma financial
information
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Not
applicable
99.1 Press Release dated July 7,
2008.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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KODIAK
ENERGY, INC.
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(Registrant)
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Date: July
11, 2008
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By:
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/s/ William S.
Tighe
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William
S. Tighe
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Chief
Executive Officer & President
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