Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
(Amended
filing for Form 8-K)
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report: August 12th, 2009
Date of
Earliest Event Reported: May 26th, 2009
ODYSSEY
OIL & ENERGY, INC.
(Exact
Name of Registrant as Specified in its Charter)
Florida
(State of
Organization)
65-1139235
(I.R.S.
Employer Identification No.)
Commission
File Number 333-106299
18 George
Avenue
Rivonia,
2128 South Africa
Address
of Principal Executive Offices
Registrants
Telephone Number (including area code):+27(11)807-1446
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ODYSSEY
OIL & ENERGY, INC.
Report
on Form 8-KA
ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May
26, 2009, Odyssey Oil & Energy, Inc. entered into a definitive agreement to
acquire 51% of the outstanding stock in H-Power (Pty) Limited, a South African
registered company, which has the worldwide, sole and exclusive license to
develop and market batteries based on the Hybrid Battery Technology. This
amended filing removes the Addendum to the definitive agreement and as a result
the Registrant will issue a total of 65,000,000 shares of the Registrants common
stock for the purchase consideration instead of 95,000,000 shares of the
Registrants common stock. This is a reduction of 30,000,000 shares from the
original filing.
ITEM
2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As a
result of the acquisition, described in Item 1.01 above the Registrant has
acquired a fifty one
percent (51%) interest in H-Power (Pty) Limited. Please see Item 1.01 above for
additional
disclosure regarding the transaction. As a result of the acquisition as
described in Item
1.01 above the Registrant has issued 65,000,000 shares of the Registrants
common
stock.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b)
EXHIBITS
| Exhibit No. |
Exhibits |
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1.
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Subscription
Agreement by and between Odyssey Oil & Energy,
Inc., Green Alternative Fuels (Pty) Ltd, Valid IP
(Pty) Ltd and H-Power (Pty) Ltd dated May 26,
2009
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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.
| Dated August 12,
2009 |
Odyssey Oil & Gas,
Inc. |
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By:
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/s/ Arthur
Johnson |
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Arthur
Johnson |
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Principal Executive
Officer, |
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President and
Director |
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