8-K 1 f8k-012207_patch.htm FORM 8-K 01-22-07

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): January 22, 2007

 

PATCH INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction

of incorporation)

0-28627

(Commission

File Number)

87-0393257

(IRS Employer

Identifica­tion No.)

 

Suite 300, 441 – 5th Avenue S.W., Calgary, Alberta, Canada T2P 2V1

(Address of principal executive offices)(Zip Code)

 

(403) 441-4390

Registrant’s telephone number, including area code

 

Not Applicable

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure

 

On January 22, 2007, Patch International Inc. (“Patch”) issued a press release announcing the results of an appraisal report conducted by DeGolyer and MacNaughton Canada Limited. A copy of the press release is attached as Exhibit 99.1 to this report. Patch is attaching a copy of the appraisal report, without the appendices, tables, or other supporting documents, as Exhibit 99.2 to this report. The appraisal report was prepared assuming an 80% working interest in the Dover Oil Sands Project and a 75% working interest in the Firebag Oil Sands Project. Patch does not own these percentages of working interest at this time.

 

The information contained in this report, including Exhibits 99.1 and 99.2, is “furnished” pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless this report is specifically incorporated by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

Cautionary Statements

 

The Securities and Exchange Commission (“SEC”) only permits oil and gas companies to disclose, in their reports filed with the SEC, proved reserves that have been demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Patch uses certain terms in the press release and appraisal report, such as “probable,” “possible,” and “recoverable reserves,” that the SEC’s guidelines strictly prohibit from including in Patch’s filings with the SEC. SEC regulations define reserves associated with oil sands as mining-related and not a part of conventional crude oil and natural gas reserves. These estimates are by their nature more speculative than estimates of proved reserves and accordingly are subject to substantially greater risk of not being actually realized by Patch. Investors are urged to consider closely the disclosure in Patch’s Annual Report on Form 10-KSB for fiscal year ended May 31, 2006 and in Patch’s Quarterly Reports on Form 10-QSB for the periods ended August 31, 2006 and November 30, 2006 as filed with the SEC.

 

Certain statements in this filing regarding future expectations and plans for oil and gas exploration and development may be regarded as “forward-looking statements.” These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Patch cautions that its future oil and gas production, revenues and expenses and other forward-looking statements are subject to all of the risks and uncertainties normally incident to the exploration for and development, production, and sale of oil and gas. These risks include, but are not limited to, the inherent uncertainties in interpreting engineering data related to underground accumulations of oil and gas, estimating future oil and gas production based upon engineering data, timing and capital availability, price volatility, inflation or lack of availability of goods and services, environmental risks, drilling and other operational risks, regulatory changes, and other factors to be discussed in detail in the registrant’s filings with the SEC. Also, the financial results of Patch’s Canadian operations are

 

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subject to currency exchange rate risks. Any of these factors could cause Patch’s actual results and plans to differ materially from those in the forward-looking statements.

 

Any information provided in this filing is qualified in its entirety by Patch’s filings with the SEC and any subsequent filing updates, changes or adjustments. Information is current as of the date presented, but as events change, the information herein may become out of date. Readers are encouraged to read Patch’s filings with the SEC to review the more complete discussions of the risks outlined above. Patch expressly disclaims any obligation to update the press release and appraisal report contained in Exhibits 99.1 and 99.2 of this Report. The inclusion of any data or statements in the press release and appraisal report does not signify that the information is considered material.

 

Item 9.01

Financial Statements and Exhibits

 

Regulation

S-K Number

Document

99.1

Press Release dated January 22, 2007

99.2

Appraisal Report as of December 31, 2006 on Certain Properties owned by Patch International Inc. (based on an 80% working interest in the Dover Oil Sands Project and a 75% working interest in the Firebag Oil Sands Project)

 

 

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.

 

 

 

PATCH INTERNATIONAL INC.

 

 

January 26, 2007

 

 

By: /s/ Michael S. Vandale  

Michael S. Vandale, President

 

 

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