-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U6QbABIOaranw15xI2VlepQuKcw7L+Qrysgh0sS6kt5NzA/Uv84KSatlG1yRg0Zw nTtZe/0ujILArDnLzPxxmA== 0001019687-06-001491.txt : 20060615 0001019687-06-001491.hdr.sgml : 20060615 20060615172501 ACCESSION NUMBER: 0001019687-06-001491 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060330 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060615 DATE AS OF CHANGE: 20060615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPEN ENERGY CORP CENTRAL INDEX KEY: 0001176193 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980370750 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50450 FILM NUMBER: 06908126 BUSINESS ADDRESS: STREET 1: 674 GRANVILLE STREET STREET 2: PO BOX 54037 CITY: VANCOUVER STATE: A1 ZIP: V6C 3P4 BUSINESS PHONE: 604.657.2246 MAIL ADDRESS: STREET 1: 674 GRANVILLE STREET STREET 2: PO BOX 54037 CITY: VANCOUVER STATE: A1 ZIP: V6C 3P4 FORMER COMPANY: FORMER CONFORMED NAME: BARNABUS ENERGY, INC. DATE OF NAME CHANGE: 20050822 FORMER COMPANY: FORMER CONFORMED NAME: BARNABUS ENTERPRISES LTD DATE OF NAME CHANGE: 20020621 8-K/A 1 open_8ka2-033006.htm OPEN ENERGY CORPORATION Open Energy Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): June 15, 2006 (March 30, 2006)
  
OPEN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-50450
 
98-0370750
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
514 Via De La Valle, Suite 200, Solana Beach, CA 92075
(Address of principal executive offices, including zip code)
 
 
 
 
 
(858)-794-8800
(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))

 
 
 

EXPLANATORY NOTE: This report on Form 8-K/A supplements our Form 8-K filed on April 5, 2006 to add the financial statements and pro forma financial information required to be filed in connection with our acquisition of Connect Renewable Energy, Inc., which occurred on March 30, 2006.
 

Item 9.01.              Financial Statements and Exhibits.
 

(a) Financial Statements of Businesses Acquired.

The balance sheet of Connect Renewable Energy, Inc. as of December 31, 2005, and the related statements of operations, statements of stockholders' equity and statements of cash flows from April 15, 2005 through December 31, 2005, including the notes to such financial statements, are incorporated herein by reference to our Registration Statement on Form SB-2 filed on May 12, 2006.

(b) Pro Forma Financial Information.

Our unaudited pro forma consolidated balance sheet as of February 28, 2006 and our unaudited pro forma consolidated statements of operations for the nine months ended February 28, 2006, including the notes to such pro forma financial statements, are incorporated herein by reference to our Registration Statement on Form SB-2 filed on May 12, 2006. In connection with such Registration Statement, we are currently discussing with the SEC Staff certain elements of the presentation of these unaudited pro forma consolidated financial statements, and any amendments to the unaudited pro forma consolidated financial statements resulting from these discussions will be reflected in a further amendment to this report.



 
 
 

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.
 
     
 
OPEN ENERGY CORPORATION
 
 		  
 		  
 
Date: June 15, 2006 By:   /s/ David Saltman
 
 
David Saltman
President and Chief Executive Officer



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