8-K 1 hullform8-K10052012.txt 8-K 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 5, 2012 Hull Energy, Inc. (Exact name of registrant as specified in its charter) Nevada 033-30158-A 05-0547629 (State or other jurisdication (Commission (IRS Employer of incorporation) File Number) Identification No.) 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005 (Address of principal executive offices) Registrants telephone number, including area code (770) 521-0797 18851 N.E. 29th Avenue, Suite 700, Aventura, FL 33301 (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 (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-12(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 1 Registrants Business and Operations Item 1.01 Entry into a Material Definitive Agreement. On August 8, 2012, Anvil Financial Management, LLC (Anvil) entered into a Share Purchase Agreement (the Agreement) with Anthony Maye (Maye), the legal and beneficial owner of shares of Hull Energy, Inc., a Nevada corporation (Hull), wherein Maye agreed to sell, assign and transfer to Anvil free and clear of all liens, restrictions, claims, security interests and encumbrances of any kind or nature the ownership of the control shares of the public company Hull. In addition, Maye agreed to resign as an officer of Hull upon closing of this Agreement. The parties closed the transaction on August 20, 2012. Pursuant to the Agreement, Hull issued 6,000,000 shares of restricted common stock to the Managing Member of Anvil, Jeffrey M. Canouse (Canouse). Maye resigned as Chairman of the Board, President, Chief Executive Officer, Secretary and Treasurer of Hull and all of its wholly owned subsidiaries. Simultaneously to Mayes resignation Hull appointed Canouse as Chairman of the Board, President, Chief Executive Officer, Secretary and Treasurer of Hull and all of its wholly owned subsidiaries. Mr. Canouse acquired the Series A and Series D super voting Preferred shares of Hull. Section 3 Securities and Trading Markets Item 3.02 Unregistered Sales of Equity Securities. On August 8, 2012, Anvil entered into a Share Purchase Agreement with the legal and beneficial owner of shares of Hull, wherein Maye agreed to sell, assign and transfer to Anvil free and clear of all liens, restrictions, claims, security interests and encumbrances of any kind or nature the ownership of the control shares of the public company Hull. The parties closed the transaction on August 20, 2012. Pursuant to the Agreement, Hull issued 6,000,000 shares of restricted common stock to Canouse. The parties relied upon the private transaction exemption set forth in Section 4(2) of the Securities Act of 1933 in connection with the issuance of shares of Hull restricted common stock. Each of the Anvil shareholders is a sophisticated investor as such term is construed under state and federal securities laws. The Hull shares were acquired by Anvil in this private transaction with investment intent and without any intent to engage in any unregistered distribution of such securities. Section 5 Corporate Governance and Management Item 5.01 Change in Control of Registrant. On August 8, 2012, Anvil entered into a Share Purchase Agreement with the legal and beneficial owner of shares of Hull, wherein Maye agreed to sell, assign and transfer to Anvil free and clear of all liens, restrictions, claims, security interests and encumbrances of any kind or nature the ownership of the control shares of the public company Hull. In addition, Maye agreed to resign as an officer of Hull upon closing of this Agreement. The parties closed the transaction on August 20, 2012. Pursuant to the Agreement and by resolution of the Board of Directors of Hull, Hull issued 6,000,000 shares of restricted common stock to Jeffrey M. Canouse, Managing Member of Anvil Financial Management, LLC in consideration of twenty-five thousand dollars ($25,000.00). As a result, Mr. Canouse acquired the Series A and Series D super voting Preferred shares of Hull. The issuance of the shares as set forth above, has resulted in a change of control of Hull. Item 5.02 Departure of Directors or certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The following is EFFECTIVE AUGUST 20, 2012 for HULL ENGERY, INC.: 1. On August 20, 2012, Anthony Maye tendered his resignation as the Chairman of the Board, President, Chief Executive Officer, Secretary and Treasurer of Hull and all of its wholly owned subsidiaries. Mayes resignation was pursuant to the Share Purchase Agreement dated August 8, 2012 and was not a circumstance of disagreement regarding Hulls operations, policies or practices. 2. On August 20, 2012, Hull appointed Jeffrey M. Canouse as Chairman of the Board, President, Chief Executive Officer, Secretary and Treasurer of Hull and all of its wholly owned subsidiaries by majority vote of the Board of Directors of Hull. Mr. Canouse acquired the Series A and Series D super voting Preferred shares of Hull. Canouse intends to update the shareholders in the coming weeks as to the direction of the company. Item 9.01 Financial Statements and Exhibits. EXHIBIT 1 Share Purchase Agreement Dated: August 8, 2012 EXHIBIT 2 Minutes of the Board of Directors of Hull Energy, Inc. Dated: August 20, 2012 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. Hull Energy, Inc. (Registrant) Date October 5, 2012 /s/Jeffrey M. Canouse (Signature)* Jeffrey M. Canouse President & CEO *Print name and title of the signing officer under his signature. SEC 873(03-10) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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): June 13, 2008

______________

HULL ENERGY, INC.

(Exact name of registrant as specified in its charter)

______________

NEVADA	331-30158A	05-0547629
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

18851 N.E. 29th Avenue, Suite 700 Aventura, FL 33301

(Address of Principal Executive Office) (Zip Code)

(786) 787-0441

(Registrant’s telephone number, including area code)

XSTREAM BEVERAGE NETWORK, INC.

(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))

Forward Looking Statements

Certain statements included in this Form 8-k regarding Xstream Beverage Network, Inc. ( the “Company”) that are not historical facts are forward-looking statements, including the information provided with respect to the future business operations and anticipated operations of the Company. These forward-looking statements are based on current expectations, estimates, assumptions and beliefs of management, and words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve risks and uncertainties, including, but not limited to, the success of our current or proposed business activities. Accordingly, actual results may differ.

Item 1.01

Entry into a Material Definitive Agreement.

On June 12, 2008, the Company entered into an agreement with G2 Petroleum Inc. which provides in part for the Company to acquire a 5% working interest and a 3.75% Net Revenue Interest in the leasehold interests owned by G2 Petroleum, Inc. at the North Diamond Springs Prospect located in Freemont County, Wyoming. Closing of the transaction is subject to completion of the Company’s due diligence requirements and securing a total of $250,000 prior to closing. As of the date hereof, the Company does not have sufficient funds to undertake its due diligence investigation or to close on the transaction. Without a significant infusion of capital in a timely manner, of which there can be no assurance, the Company will not be able to close on this transaction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

10.53 Purchase Agreement

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.

Hull Energy, Inc. By: /s/ Ron Ratner Ron Ratner Chief Executive Officer

Date: June 19, 2008

Filing Compare · Hull Energy, Inc.