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 18, 2009
COMMISSION
FILE NUMBER: 333-146405
VELOCITY OIL & GAS,
INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEVADA
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1311
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20-5465816
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(STATE
OR JURISDICTION
OF
INCORPORATION OR
ORGANIZATION)
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(PRIMARY
STANDARD
INDUSTRIAL
CLASSIFICATION
CODE
NUMBER)
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(IRS
EMPLOYER
IDENTIFICATION
NO.)
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1100
HAMMOND DRIVE
SUITE
410-A144
ATLANTA, GA
30328
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
Graha Mandiri,
Floor 18
Jl
lman Bonjol No. 61
Jakarta
Pusat 10310
Indonesia
(ADDRESS
OF FORMER PRINCIPAL EXECUTIVE OFFICES)
(770) 392 4898 ext 2742
(REGISTRANT'S
TELEPHONE NUMBER)
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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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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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ITEM 1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On or
around November 10, 2009, Travel Engine Solutions, LLC (“Travel Engine”)
subscribed for 1,000 shares of Velocity Oil & Gas, Inc. (the “Company,” “we,” and “our”) Series A
Preferred Stock (the “Series A Shares”) for
aggregate consideration of $175,000. A total of $50,000 of the funds
for the Series A Shares was received immediately and pursuant to the terms of
the Subscription Agreement, we agreed to issue Travel Engine one share of Series
A Preferred Stock in connection with such payment, which share (the “Series A Preferred
Share”) was to be held in trust until such time as Travel Engine paid the
remaining $125,000 due pursuant to the terms of the Subscription Agreement (the
“Additional
Consideration”).
Additional
“Requirements”
which had to be met prior to Travel Engine paying the Additional Consideration
included that the Company had no liabilities, was not party to any litigation
(threatened or pending), had no convertible securities outstanding (other than a
convertible note currently held by Capersia Pte. Ltd.), the Company shall have
filed its Form 10-Q (the “Form 10-Q”), the
Company shall have obtained the resignation of its current officers and
Directors (along with representations from such officers and Directors that no
fees or other compensation was due to such officers and Directors), which
occurred as described below, and Frank Jacobs, the Company’s former Director
shall have entered into a lock-up agreement, approved by Travel Engine, pursuant
to which Mr. Jacobs would agree not to sell any Company securities for a period
of one (1) year, which has previously occurred.
The
Company received the Additional Consideration in December 2009.
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ITEM 5.01.
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CHANGE
IN CONTROL OF REGISTRANT.
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Travel
Engine is 100% beneficially owned by Matthew Krieg who acquired all of
Konstantin Derenstein’s (a former owner of Travel Engine) ownership in Travel
Engine subsequent to the filing of the Company’s
Form 10-Q for the period ended September 30, 2009 on November 20, 2009, which
Form 10-Q originally reported the change in control of the Company,
and as a result of the entry into the Subscription Agreement and the
transactions described above, Matthew Krieg (who subsequently became the
Company’s sole officer and Director as described below) obtained and holds sole
voting control over the Company.
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ITEM 5.02.
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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On or
around December 18, 2009, the Board of Directors of Velocity Oil & Gas, Inc.
(the “Company”)
increased the number of Directors of the Company from two (2) to three
(3). The Board also appointed Matthew Krieg, a beneficial owner of
Travel Engine, as a Director of the Company to fill the vacancy left by the
increase in Directors pursuant to the authority provided to the Board of
Directors in the Company’s Bylaws (the “Appointment”). Immediately
following the Appointment, and effective December 18, 2009, Edwargo
Setjadiningrat resigned as President, Chief Executive Officer, Chief Financial
Officer and Director of the Company and Frank Jacobs resigned as Secretary and
Director of the Company.
The Board
of Directors, then consisting of Mr. Krieg appointed Mr. Krieg as President,
Chief Executive Officer, Chief Financial Officer, Treasurer and as Secretary of
the Company, effective December 18, 2009.
Mr.
Krieg’s biographical information is described below:
Matthew Krieg, Age
39
Since
November 2008, Mr. Krieg has been self-employed as a consultant in the online
travel and ecommerce industry. Mr. Krieg served as the president of
nPorta, Inc., in Atlanta, Georgia, which provides software development and
consulting to the travel industry, from July 2003 to October
2008. From February 2005 to June 2006, Mr. Krieg served as the Vice
President of Strategic Planning with OneTravel, Inc., in Atlanta,
Georgia. From September 2002 to May 2003, Mr. Krieg served as a
Senior Financial Analyst with Leisure Industries in Las Vegas,
Nevada. From January 1999 to August 2002, Mr. Krieg served as
Strategic Finance Manager to Eastern Airlines in Miami, Florida.
Mr. Krieg
obtained his Bachelors degree from the University of Miami in Management in 1993
and his Masters degree from the University of Miami in Finance in
1999.
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SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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VELOCITY OIL & GAS,
INC.
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/s/ Matthew
Krieg
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Matthew
Krieg
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Chief
Executive Officer
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January
6, 2010
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