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): October 1, 2012
_______________________________
ROYAL ENERGY RESOURCES INC.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 000-52547 | 113480036 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
543 Bedford Avenue, Suite 176
Brooklyn, New York 11211
(Address of Principal Executive Offices) (Zip Code)
(800 ) 620- 3029
(Registrant’s
telephone number, including area code)
N/A
(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)) |
SECTION 7. REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
Reverse Stock Split
On August 2, 2012, the Board of Directors of Royal Energy Resources Inc., a Delaware corporation (the “Corporation”) authorized and approved a reverse stock split of one for five hundred (1:500) of the Corporation's total issued and outstanding shares of common stock (the “Stock Split”). The Board of Directors considered further factors regarding approval of the Stock Split including, but not limited to: (i) current trading price of the Corporation’s shares of common stock on the OTC QB Market and potential to increase the marketability and liquidity of the Corporation’s common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and (iv) posturing the Corporation and its structure in favorable position in order to effectively negotiate with potential acquisition candidates.
The Corporation filed a defintive information statement under Section 14(c) with the Securities and Exchange Commission on August 29, 2012, which was mailed to its shareholders providing notice of the Stock Split. The shareholders holding a majority of the total issued and outstanding common stock of the Corporation approved the Stock Split.
The Stock Split was effectuated on October 1, 2012 upon filing the appropriate documentation with FINRA. The Stock Split decreased the Corporation's total issued and outstanding shares of common stock from 89,763,731 to 179,527 shares of common stock. The common stock will continue to be $0.0001 par value. The trading symbol of the Corporation will have a "D" placed on the ticker symbol for twenty business days from the effective date of October 1, 2012 of the Stock Split. After twenty business days has passed, the Corporation's trading symbol will revert back to "ROYE".
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Not applicable.
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.
| Date: October 3, 2012 | Royal Energy Resources Inc. | |
| By | /s/ Jacob Roth | |
| Name: Jacob Roth Title: President/ Chief Executive Officer |
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