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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 earliest event reported): March 25, 2011
ITP ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-52317 98-0438201
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4801 Woodway Drive, Suite 300 East, Houston, Texas 77056
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 713-968-6569
NETFONE, INC.
5100 Westheimer, Suite 200, Houston, TX 77056
(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:
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 23, 2010, we entered into a into a Share Exchange Agreement with
Orange Capital Corp., a corporation existing under the laws of British Columbia
and ITP Oil & Gas International S.A., a corporation existing under the laws of
Luxembourg. Upon the satisfaction or waiver of the conditions set forth in the
Share Exchange Agreement, we will acquire all of the issued and outstanding
shares of ITP Impianti e Tecnologie di Processo S.p.A., a corporation existing
under the laws of Italy in exchange for the Company issuing and delivering to
ITP Oil & Gas such number of shares which results in current holders of the
Company having 6% of the outstanding shares of the Company and ITP Oil & Gas
having 94%. Upon consummation of the Share Exchange, the board of directors of
our company will all be appointed by ITP Oil & Gas.
On March 24, 2011, we entered into an amendment the original Share Exchange
Agreement to revise certain terms and conditions to the Share Exchange
Agreement. We have agreed:
* to amend the Closing Date to no earlier than April 15, 2011 and no
later than April 30, 2011;
* to remove as conditions to closing the requirements that we increase
the number of authorized common shares to 1,000,000,000 and that we
move the jurisdiction of our company to from Nevada to Delaware prior
to closing.
The foregoing description of the Share Exchange Agreement is only a summary and
is qualified in its entirety by reference to the full text of the Share Exchange
Agreement, which is attached hereto as Exhibit 2.2 to this current report on
Form 8-K and is incorporated by reference in this Item 1.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description
-------------- -----------
2.1 Share Exchange Agreement, dated December 23, 2010 by and among
Netfone, Inc., Orange Capital Corp. and ITP Oil & Gas
International S.A. (attached as an exhibit to our Form 8-K
filed on December 30, 2010)
2.2* First Amendment to Share Exchange Agreement dated March 24,
2011 by and among Netfone, Inc., Orange Capital Corp. and ITP
Oil & Gas International S.A.
----------
* attached herewith
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.
ITP ENERGY CORPORATION
/s/ Charles El-Moussa
--------------------------------------------
Charles El-Moussa
President, Secretary, Treasurer and Director
Date: March 29, 2011
