8-K 1 g7203.txt CURRENT REPORT DATED 12-10-13 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) December 10, 2013 NORSTRA ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 333-181042 27-0833279 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 414 Manor Road, Laredo, Texas 78041 (Address of principal executive offices) (Zip Code) (888) 474-8077 (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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Effective December 10, 2013, pursuant to the terms of a subscription agreement between our company and Jackson Bennett, LLC dated December 6, 2013, we issued a secured promissory note (the "Note") with an aggregate principal amount of $150,000. The Note bears interest at an annual rate of 10% which is to be paid together with principal in full on the maturity date of December 6, 2015. At the option of Jackson Bennett, LLC the principal amount of the Note together with all accrued interest may be converted into shares of our common stock (the "Convertible Shares") at the conversion rate of $0.25 per share. The description of the subscription agreement contained in this Item 1.01 is a summary and is qualified in its entirety by reference to the copy of the agreement is attached hereto as exhibit 10.1, and which is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS 10.1 Subscription Agreement between Norstra Energy, Inc. and Jackson Bennett, LLC dated December 6, 2013. 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. NORSTRA ENERGY, INC. /s/ Glen Landry -------------------------------- Glen Landry President and Director Date: December 12, 2013 2

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) September 10, 2013

NORSTRA ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-181042	27-0833279
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1048 West 11th, Spokane, WA		99204
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (888) 474-8077

2860 Exchange Blvd., South Lake, TX 76092

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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

Effective September 10, 2013, pursuant to the terms of a subscription agreement between our company and Jackson Bennett, LLC dated July 30, 2013, we issued a secured promissory note (the “Note”) with an aggregate principal amount of $250,000. The Note bears interest at an annual rate of 10% which is to be paid together with principal in full on the maturity date of July 30, 2015. At the option of Jackson Bennett, LLC the principal amount of the Note together with all accrued interest may be converted into shares of our common stock (the “Convertible Shares”) at the conversion rate of $0.50 per share.

The description of the subscription agreement contained in this Item 1.01 is a summary and is qualified in its entirety by reference to the copy of the agreement is attached hereto as exhibit 10.1, and which is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits

10.1 Subscription Agreement between Norstra Energy, Inc. and Jackson Bennett, LLC dated July 30, 2013.

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.

NORSTRA ENERGY, INC.

/s/ Glen Landry

Glen Landry

President and Director

Date: September 27, 2013

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