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EX-99.1 - NEWS RELEASE DATED APRIL 30, 2014 - New Western Energy Corpnwec8k043014ex991.htm

 

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):    April 30, 2014

 

 

NEW WESTERN ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Commission File Number: 0-54343

 

Nevada 26-3640580

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

1140 Spectrum, Irvine, CA 92618
(Address of Principal Executive Offices, Including Zip Code)

 

(949) 435-0977
(Registrant's Telephone Number, Including Area Code)

 

(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(17CFR240.14a-12)

 

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

 

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

 

 

 

 

 
 

 

 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause New Western Energy Corporation’s (“NWE”) actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe NWE’s future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. NWE’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, NWE undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

Section 1- Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Termination of Agreement with Legend Oil and Gas, Ltd.

On April 30, 2014, in accordance with the terms and conditions of that certain Agreement and Plan of Merger entered into on January 23, 2014 between NWE and Legend Oil and Gas, Ltd. (“Legend”) (collectively the “Parties”), the Parties have determined that it is in their best interest not to proceed with the acquisition of Legend by NWE. Therefore, the Parties have mutually agreed to terminate the Merger Agreement. The Merger Agreement is, as of this date, void and shall have no effect, without any further liability or obligation on the part of NWE or Legend.

Section 7- Regulation FD

 

Item 7.01 Regulation FD Disclosure

 

On April 30, 2014, the Company issued a press release announcing the termination of its Merger Agreement with Legend. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

This disclosure does not constitute an offer to sell, or the solicitation to buy, any such security.

 

 

Section 9- Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

     
  (c) Exhibits.
   

 

99.1News Release dated April 30, 2014.

 

 

Signature(s)

 

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.

 

 

New Western Energy Corporation 

 

Date: April 30, 2014 By: /s/ Javan Khazali
   

     Javan Khazali

     President & Chief Executive Officer

 

 

 
 

 

Exhibit Index

 

Exhibit No.   Description

 

99.1   News Release dated April 30, 2014.