8-K 1 nitroform8k-121108.htm

 


 

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:  December 11, 2008

(Date of earliest event reported)  December 5, 2008

 

NITRO PETROLEUM INCORPORATED

(Exact name of registrant as specified in its charter)

 

Nevada

000-50932

98-0488493

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

7250 Northwest Expressway, Suite 260

 

Oklahoma City, Oklahoma

73132

(Address of principal executive offices)

(Zip Code)

 

 

 

 

(405) 728-3800

 

(Registrant’s telephone number, including area code)

 

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:

 

[ ]

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))

 


 

Information To Be Included in the Report

 

Item 1.01.  Entry into a Material Definitive Agreement.

Item 1.02.  Termination of a Material Definitive Agreement.

 

On December 5, 2008, Nitro Petroleum Incorporated (the “Company”) entered into separate Promissory Note Settlement Agreements (the “Settlement Agreements”) with the holders of certain of the Company’s outstanding demand promissory notes (the “Demand Notes”). Pursuant to the terms of the Settlement Agreements, which have an effective date of October 31, 2008 (the “Effective Date”), the Company is issuing shares of its common stock to the holders of the Demand Notes in full payment of all principal and accrued and unpaid interest due on the Demand Notes as of the Effective Date. For purposes of the Settlement Agreements, the Company’s common stock was valued at $0.05 per share.

 

The table below sets forth (i) the holder of each Demand Note, (ii) the date, original principal amount and unpaid principal amount of each Demand Note as of the Effective Date, (iii) the accrued and unpaid interest due on each Demand Note as of the Effective Date, (iv) the total of the principal and accrued and unpaid interest due on each Demand Note as of the Effective Date, and (v) the total number of shares of the Company’s common stock issued in full payment of all principal and accrued and unpaid interest due on the Demand Notes as of the Effective Date pursuant to the terms of the Settlement Agreements:

Holder of Note

Date of Note

Original Principal Amount of Note

Unpaid Principal Amount of Note

Accrued and Unpaid Interest

Total Principal and Interest due on Note

Shares Issued in Settlement of Note

Zander Investments Limited(1)

January 26, 2006

$390,000

$390,000

$43,261

$433,261

8,665,220

Zander Investments Limited(1)

February 8, 2006

$10,000

$10,000

$1,095

$11,095

221,900

Takam International Ltd.(1)

February 2, 2006

$400,000

$400,000

$44,062

$444,062

8,881,240

Tucker Investments Corp.(1)

February 2, 2006

$200,000

$200,000

$22,031

$222,031

4,440,620

Tucker Investments Corp.(1)

February 8, 2006

$200,000

$200,000

$22,018

$222,018

4,440,360

HB International Ltd.(1)

February 8, 2006

$300,000

$300,000

$33,047

$333,047

6,660,940

HB International Ltd.(1)

February 17, 2006

$100,000

$100,000

$10,839

$110,839

2,216,780

Highlight Holdings Ltd.(1)

February 17, 2006

$150,000

$150,000

$16,258

$166,258

3,325,160

Highlight Holdings Ltd.(1)

March 1, 2006

$150,000

$150,000

$16,044

$166,044

3,320,880

Highlight Holdings Ltd.(1)

March 6, 2006

$100,000

$100,000

$10,630

$110,630

2,212,600

658111 B.C. Ltd.

February 9, 2006

$100,000

$100,000

$11,072

$111,072

2,221,440

Paradisus Investment Corp.

November 9, 2005

$5,000

$5,000

$651

$5,651

113,020

Paradisus Investment Corp.

December 13, 2005

$35,000

$35,000

$4,197

$39,197

783,940

Paradisus Investment Corp.

February 9, 2006

$100,000

$100,000

$11,072

$111,072

2,221,440

Total

 

$2,240,000

$2,240,000

$246,277

$2,486,277

49,725,540

_____________________________

 

(1) Demand Notes originally issued to H.E. Capital Ltd. on the dates set forth in the table above. H.E. Capital Ltd. assigned the right to receive payment under these Demand Notes to the persons and in the amounts set forth in the table above.

Additionally, pursuant to the terms of the Settlement Agreement, all Demand Notes were terminated and cancelled. As part of the Settlement Agreement, the Company and each party to each Settlement Agreement provided each other with mutual releases of all claims and liabilities related to or arising out of the Demand Notes.

 

Item 3.02.  Unregistered Sales of Equity Securities.

 

On December 5, 2008, pursuant to the terms of the Settlement Agreements, the Company issued a total of 49,725,540 shares of the Company’s common stock to the holders of the Demand Notes in full payment of an aggregate of $2,486,277 of unpaid principal and accrued and unpaid interest due on all the Demand Notes as of the Effective Date. For purposes of the Settlement Agreement, the Company’s common stock was valued at $0.05 per share.

 

 

 

The issuance of 49,725,540 shares of the Company’s common stock increases the total of outstanding shares of the Company’s common stock from 48,540,000 shares to 98,265,540 shares. The shares of the Company’s common stock issued pursuant to the terms of the Settlement Agreements are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act for transactions by the issuer not involving a public offering.

 

Item 9.01.  Financial Statements and Exhibits.

 

 

(d)

Exhibits

 

 

10.1

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Zander Investments Limited

 

 

10.2

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Takam International Ltd.

 

 

10.3

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Tucker Investments Corp.

 

 

10.4

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and HB International Ltd.

 

 

10.5

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Highlight Holdings Ltd.

 

 

10.6

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and 658111 B.C. Ltd.

 

 

10.7

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Paradisus Investment Corp.

 

 

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.

 

NITRO PETROLEUM INCORPORATED

 

 

By  /s/ Larry Wise  

 

Larry Wise, President and CEO

 

December 11, 2008

 

INDEX TO EXHIBITS

 

 

 

Exhibit No.

Description

Method of Filing

 

 

 

10.1

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Zander Investments Limited

Filed herewith electronically

 

 

 

10.2

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Takam International Ltd.

Filed herewith electronically

 

 

 

10.3

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Tucker Investments Corp.

Filed herewith electronically

 

 

 

10.4

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and HB International Ltd.

Filed herewith electronically

 

 

 

10.5

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Highlight Holdings Ltd.

Filed herewith electronically

 

 

 

10.6

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and 658111 B.C. Ltd.

Filed herewith electronically

 

 

 

10.7

Promissory Note Settlement Agreement dated December 5, 2008 between the Company and Paradisus Investment Corp.

Filed herewith electronically