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): November
6,
2006
____________________
Calibre
Energy, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or
Other Jurisdiction of Incorporation)
000-50830
(Commission
File Number)
|
88-0343804
(I.R.S.
Employer Identification No.)
|
1667
K St., NW, Ste. 1230
Washington,
DC
(Address
of Principal Executive Offices)
|
20006
(Zip
Code)
|
Registrant’s
telephone number, including area code: (202)
223-4401
|
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):
[ ]
|
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
3.02 Unregistered Sales of Equity Securities.
Effective
November 6, 2006 Calibre Energy, Inc. (the “Company”) completed a private
placement offering of its common stock and warrants for a single investor and
its affiliates. Pursuant to the private placement, the investor agreed to pay
an
aggregate of $4,812,500 and surrender a warrant it held for the purchase of
1,750,000 shares of common stock at a price of $2.75 per share in exchange
for
1,750,000 shares of the Company’s common stock and warrants to purchase
1,000,000 shares of the Company’s common stock at a price of $1.50 per share;
the new warrants expire November 5, 2008. The private placement was completed
under Regulation D. Proceeds of the private placement will be used for general
working capital. The shares issued in this private placement have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption
from
registration requirements of the Securities Act of 1933. We agreed to file
a
registration statement for the resale of shares issued in the private placement
and the shares issuable upon exercise of the warrants.
The
foregoing summary description of these agreements do not purport to be complete
and are qualified in their entirety by reference to the documents that are
filed
as Exhibits 10.1 and 10.2 hereto.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibit 99.1
The
following exhibits are filed as part of this 8-K:
Exhibit
No.
|
Description
|
|
|
10.1
|
Form
of Common Stock Purchase Warrant dated November 6, 2006
|
10.2
|
Registration
Agreement dated November 6, 2006 between Calibre Energy, Inc. and
Investor
|
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.
CALIBRE
ENERGY, INC.
Date: January
17, 2007 By:/s/
Prentis B. Tomlinson, Jr.
Name: Prentis
B. Tomlinson, Jr., President
EXHIBIT
INDEX
Exhibit
No. Description
Exhibit
No.
|
Description
|
10.1
|
Form
of Common Stock Purchase Warrant dated November 6, 2006
|
10.2
|
Registration
Agreement dated November 6, 2006 between Calibre Energy, Inc. and
Investor
|