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 1025, 2013

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POLAR PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

Nevada	333-174433	36-4697119
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)
	4300 B Street, Suite 505 Anchorage Alaska 99503
	4300 B Street, Suite 505 Anchorage, Alaska 99503
	(Address of principal executive offices) (Zip Code)
	Phone: (907) 561-3001
	(Registrant’s telephone number, including area code)
	Not applicable
	(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 Company 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))

{00147281.1 / 1027-001}

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

OnEffective June 1025, 2013, ~~the~~Polar ~~Securities~~Petroleum ~~and~~Corp., ~~Exchange~~a ~~Commission~~Nevada corporation (the “~~SEC~~Company”), issued anto ~~order~~US ~~suspending~~Energy ~~trading~~Investments ~~in the common stock of Polar Petroleum Corp~~Ltd. (the “~~Company~~Lender”) ora ~~“Polar”)~~convertible onpromissory ~~the~~note ~~OTC~~in ~~Bulletin~~the ~~Board~~principal ~~and~~amount ~~OTC~~of ~~Link~~$100,000 ~~for~~evidencing a ~~period~~loan ofin 11that ~~days~~amount ~~ending~~received onby ~~June~~the ~~21,~~Company ~~2013. In~~from ~~its order,~~ the ~~SEC~~Lender. ~~alleged~~The ~~that~~note ~~there~~is ~~was~~due “aon ~~lack~~June of24, ~~current~~2016, and ~~accurate~~bears ~~information~~interest ~~concerning~~at ~~the~~10% ~~securities~~per ofannum, ~~[Polar]~~payable ~~because~~on ofthe ~~questions~~maturity ~~regarding~~date ~~the~~or ~~adequacy~~earlier ~~and~~prepayment. The ~~accuracy~~Company ofmay ~~assertions~~prepay byall ~~Polar,~~or ~~and~~any byportion ~~others,~~of tothe ~~investors~~principal inamount ~~press~~of ~~releases~~the ~~and~~note ~~promotional~~without ~~material~~penalty. Subject ~~concerning,~~to ~~among~~a ~~other~~customary ~~things,~~4.99% ~~the~~“blocker” ~~[C]ompany’s assets~~provision, ~~operations,~~the ~~and~~Lender ~~financial~~may ~~condition.” Neither~~convert ~~the~~all ~~Company~~or ~~nor~~ any portion of ~~its~~the ~~officers~~outstanding orprincipal ~~directors~~amount ~~has~~of ~~issued,~~the ~~produced~~note, ~~authorized~~together orwith ~~paid~~accrued ~~for~~and ~~any~~unpaid ~~promotional~~interest ~~materials~~thereon ~~concerning~~to the ~~Company,~~date ~~its~~of ~~securities~~conversion, ~~assets,~~into ~~operations~~shares ~~or financial condition, nor is any~~ of ~~them~~common ~~aware~~stock of the ~~identity of any persons who have issued~~Company, ~~produced,~~at ~~authorized~~a orconversion ~~paid~~price ~~for~~per ~~any~~share ~~such~~of ~~promotional~~common ~~materials. With~~stock ~~respect~~ to ~~its~~be ~~press~~mutually ~~releases,~~agreed by the Company isand ~~not~~the ~~aware~~Lender, ofwhich ~~any~~in ~~untrue~~no ~~statements~~event ofshall ~~material~~be ~~fact~~less orthan ~~any~~$0.20 ~~omission~~per toshare. The ~~state~~note acontains ~~material~~customary ~~fact~~events ~~necessary~~of indefault ~~order~~and toacceleration ~~make~~and ~~the~~customary ~~statements~~representations ~~made~~by ~~therein, in~~ the ~~light of the circumstances under which they were made, not misleading~~Company.

The ~~Company~~foregoing ~~has~~is ~~been~~a ~~informed~~summary ~~that~~of the ~~SEC~~material ~~has~~terms ~~issued~~of an order directing a private investigation to determine whether (a) Polar, its officers, directors, employees, partners, subsidiaries and/or affiliates, or other persons or entities, may have been or may be offering to sell, selling and delivering after sale to the ~~public,~~note. This orsummary ~~offering~~is tosubject ~~sell or~~ to ~~buy~~, ~~certain securities, including, but not limited to Polar common stock, as to which no registration statement was or is in effect~~ and ~~for which no exemption from registration was or~~ is ~~available;~~qualified ~~(b)~~in ~~Polar,~~ its ~~officers,~~entirety directors, employees, partners, subsidiaries and/or affiliates, and/or other persons or entities, in the offer or sale or in connection with the purchase or sale of certain securities, may have been or may be employing devices, schemes or artifices to defraud, obtaining money or property by ~~means of untrue statements of material fact or omitting to state material facts necessary in order to make the statements made~~, inreference the light of the circumstances under which they were or are made, not misleading, or engaging in transactions, acts, practices or courses of business which operated, operate, or would operate as a fraud or deceit upon any person; (c) consultants, partners and/or affiliates of Polar, and/or others, may have published, given publicity to, or circulated any notice, circular, advertisement, newspaper, article, letter, investment service or communication which, though not purporting to offer Polar’s securities for sale, describes such security for a consideration received or to be received, directly or indirectly, from Polar, without fully disclosing the ~~receipt~~form of ~~such consideration and~~ the ~~amount~~note ~~thereof;~~that oris ~~(d) Polar, its officers, directors, employees, partners, subsidiaries and/or affiliates may have been or may be filing or causing to be~~ filed with the SEC annual reports on Form 10-K, current reports on Form 8-K and quarterly reports on Form 10-Q that may have contained untrue statements of material fact or may have omitted and may omit to state material facts necessary, or may have failed to add such further material information as ~~may~~an beexhibit ~~necessary, in order~~ to ~~make~~this ~~the~~Report ~~statements made, in the light of the circumstances under which they were or are made, not misleading. The SEC has issued to the Company a subpoena for documents~~ and incorporated ~~ordered~~herein ~~the~~by ~~deposition of Company officers~~reference.

The Company isintends ~~unaware~~to ofuse ~~any of~~ the ~~purported~~net ~~actions~~proceeds ~~and~~of ~~omissions referred to above and is cooperating fully with~~ the ~~SEC’s~~note ~~staff~~for ingeneral ~~their~~working ~~investigation~~capital.

~~There~~Item ~~has been no change to the Company’s business plan~~2. ~~The~~03 ~~Company~~Creation isof ~~seeking to have~~ a ~~broker~~Direct orFinancial ~~dealer~~Obligation ~~publish quotations for the Company’s common stock on the OTC Bulletin Board~~ or ~~another~~an ~~interdealer~~Obligation ~~quotation~~under ~~system,~~an ~~although~~Off-Balance ~~there~~Sheet ~~can~~Arrangement beof noa ~~assurance that this will be achieved~~Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed with this Report.

In reviewing the agreement(s) included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

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have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

Exhibit Number		Description
10.1		10% Convertible Promissory Note of the Company to US Energy Investments Ltd. dated June 25, 2013

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POLAR PETROLEUM CORP.
Date: July 24, 2013	By:	/s/ Daniel Walker
Date: August 30, 2013	By:	/s/ Daniel Walker
		Daniel Walker
		President & CEO

Filing Compare · Polar Petroleum Corp.