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) September 11, 2003
ASSURE ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-61714 13-4125563
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
2750-140 4th Avenue, S.W., Calgary, Alberta T2P 3N3
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(Address of principal executive offices) (Zip Code)
(403) 266-2787
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(Registrant's Telephone Number, Including Area Code)
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(Former Name, Former Address, and Former Fiscal Year, if Changed
Since Last Report.)
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE
On September 11, 2003 we effected a change in our place of incorporation from
Delaware to Nevada. The reincorporation was effected by our merger with and into
a wholly-owned Nevada subsidiary of ours of the same name that was created for
the sole purpose of the reincorporation. The merger was approved by our board of
directors and by shareholders holding a majority of our outstanding common
shares. Eligible shareholders that did not consent to the merger have been given
notice of the merger and their right to obtain appraisal of their shares.
Pursuant to the merger, each outstanding security of the Delaware corporation
was converted into an identical security of the Nevada corporation and each
outstanding share of the Nevada corporation owned by the Delaware corporation
prior to the merger was retired and cancelled. The merger did not result in any
change in our capitalization or business operations. The only change resulting
from the merger is that we are now governed by Nevada Articles of Incorporation,
Nevada By-Laws and Nevada law rather than a Delaware Certificate of
Incorporation, Delaware By-Laws and Delaware law.
The Nevada reincorporation is part of a larger plan to reincorporate in Alberta,
Canada. We decided to effect the change in domicile to Alberta, Canada by first
engaging in the Nevada merger transaction to take advantage of a Nevada
continuance statute which we believe will allow us to achieve the
reincorporation to Alberta more advantageously than would have been the case had
we determined to reincorporate directly to Alberta from Delaware. Our officers
and directors, assets and operations are all located in Canada. We expect that
the Alberta reincorporation will provide us with new financing opportunities and
greater operational flexibility.
Our board of directors and holders of a majority of our outstanding common
shares have approved the Alberta reincorporation. Similar to the Nevada
reincorporation, the Alberta reincorporation will not result in a change in our
capitalization or business operations. At the effective time of the Alberta
reincorporation, all of our securityholders will own the same number and type of
securities in the Alberta corporation that they owned in the Nevada corporation
immediately prior to the reincorporation.
On July 22, 2003 we filed a Registration Statement on Form S-4 (the
"Registration Statement") with the Securities and Exchange Commission (File No.
333-107233). This Registration Statement discusses the material consequences of
the Alberta reincorporation and is being utilized to register common stock of
the Alberta corporation, which will represent all of our issued and outstanding
common shares upon the effectiveness of the Alberta reincorporation. We intend
to file an amendment to the Registration Statement in October 2003 and to have
the Registration Statement declared effective shortly thereafter. As soon as
practicable following the effectiveness of the Registration Statement, we intend
to effect the Alberta reincorporation.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
2.1 Agreement and Plan of Merger dated as of September 9, 2003
between Assure Energy, Inc., a Delaware corporation and Assure
Energy, Inc., a Nevada corporation.
2.2 Certificate of Merger as filed with the Delaware Secretary of
State effective September 11, 2003.
2.3 Articles of Merger as filed with the Nevada Secretary of State
on September 11, 2003.
3.1 Articles of Incorporation of Assure Energy, Inc., a Nevada
corporation as filed with the Nevada Secretary of State on
September 3, 2003.
3.2 By-Laws of Assure Energy, Inc., a Nevada corporation.
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SIGNATURE
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.
ASSURE ENERGY, INC.
Dated: September 24, 2003 By: /s/ Harvey Lalach
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Harvey Lalach, President
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