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 (Date of Event Earliest Reported): September 15, 2010 (September 15,
2010)
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Management
Energy, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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333-152608
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26-1749145
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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30950
Rancho Viejo Rd #120,
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(Address
of principal executive
offices)
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(949)
260-0150
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(Registrant's
telephone number)
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(Former
name or former address, if changed since last
report.)
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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 Instructions 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
8.01. Other Events
On September
15,
2010, we
entered
into a non-binding term sheet to merge with Maple Carpenter Creek Holdings,
Inc. (“MCCH”). MCCH is engaged in the development of both thermal and
metallurgical coal projects in the U.S. and Colombia. MCCH has represented to us
that it has invested over
$10 million in and owns
the following coal project interests:
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Carpenter
Creek, Montana: an 80% interest in the Carpenter Creek coal
prospect near Round Up, Montana. – MCCH controls the surface rights
covering a resource potential of 345 million tons; and the mineral rights
for a resource potential of over 83 million tons of
coal.
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Snider
Ranch, Montana: an 80% interest in the Snider Ranch real estate
and coal prospect and the Mattfield and Janich Ranch prospects, both of
which prospects are adjacent to the Signal Peak Mine, near Roundup,
Montana. MCCH controls the surface rights covering a resource potential of
over 43 million tons of coal.
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Armadillo
Group Holdings Corp: a 72% ownership of Armadillo Mining Corp.
(“AMC”) in Colombia. AMC has exclusive options to acquire two
metallurgical coal mines in the Cundinamarca province of Colombia: (i)
Caparrapi is a permitted mine with minimum production and with a resource
potential of 11 million metric tonnes; (ii) Yacopi has resource potential
of 40 million metric tonnes.
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Under the
terms of the non-binding term sheet, MCCH would merge with a wholly owned
subsidiary of Management Energy, Inc. in exchange for our issuance of 62,737,500
shares of our common stock to the owners of
MCCH. Post-transaction, our current shareholders would own
41,825,000 shares of common stock. The owners of MCCH also would be
issued an additional 20,912,500 shares of common stock to vest on certain
milestones to be defined in definitive transaction documents.
The term
sheet is a non-binding expression of interest. Although we
currently expect the transaction to close in October 2010, there is no assurance
that we will enter into a definitive agreement for the transaction or complete
the transaction. Among other contingencies, the transaction is
subject to the following conditions:
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·
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We
must secure a minimum of $750,000 of equity financing to provide working
capital for MCCH’s operations. A minimum of $250,000 must be
funded to MCCH on or before September 17, 2010, and the remainder must be
funded on or before September 24,
2010.
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Approval
of MMEX Board of Directors and
shareholders
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Any
third-party rights of first refusal or waivers as required under MCCH’s
contracts.
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Any
required governmental / regulatory
approvals.
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Negotiation
and execution of definitive transaction agreements on or before Friday,
September 24, 2010, and closing on or before 30 days from first refusal
period.
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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.
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Date:
September 15, 2010
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Management
Energy, Inc.
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a
Nevada corporation
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By:
/s/ Matt Szot
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Name:
Matt Szot
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Title:
Chief Financial Officer
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