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 28~~August 31, 2015

Hawker Energy, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Nevada		98-0511130
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


326 S. Pacific Coast Highway, Suite 102 Redondo Beach, CA		90277
(Address of principal executive offices)		(Zip Code)

(310) 316-3623 (Registrant’s telephone number, including area code~~: (310~~) ~~316-3623~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing ~~obligation~~obligations 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)

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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))

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

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

~~ITEM~~[ ~~2.02.~~] ~~RESULTS~~Pre-commencement OFcommunications ~~OPERATIONS~~pursuant ~~AND~~to ~~FINANCIAL~~Rule ~~CONDITION~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

~~The~~ITEM ~~information in Item 4~~1.~~02 below with respect to the registrant’s results of operations or financial condition for completed annual and quarterly periods is incorporated herein by reference~~01.

~~ITEM~~ENTRY ~~4.02.~~INTO ~~NON-RELIANCE~~A ONMATERIAL ~~PREVIOUSLY~~DEFINITIVE ~~ISSUED REPORTS.~~AGREEMENT

~~On April~~To ~~28, 2015,~~ the extent ~~management~~required ofby ~~Hawker~~Item ~~Energy, Inc~~1.01 ~~(“Hawker”, “we”, “us” or “our”) concluded, with the concurrence~~ of ~~our~~Form ~~Board of Directors (the “Board”)~~8-K, ~~that our financial statements for~~ the ~~annual~~information ~~period ended August 31, 2014 and for the three month period ended November 30, 2014 should no longer be relied upon because of an accounting error~~ contained in ~~those~~Item financial statements relating to derivative liabilities created upon the issuance of two convertible notes (the “Convertible Notes”) during the quarter ended August 31, 2014 and the quarter ended November 30, 20145. ~~The~~02 ~~two Convertible Notes consist~~ of ~~one $350,000 note issued in June 2014 and one $25,000 note issued in November 2014. As a result of~~ this ~~error,~~Current ~~Hawker will prepare an amendment to each of its Annual~~ Report on Form 108-K for the year ended August 31, 2014 (the “10-K/A”) and its Quarterly Report on Form 10-Q for the quarter ended November 30, 2014 (the “10-Q/A” and, together with the 10-K/A, the “Amendments”) to include restated financial statements for the year ended August 31, 2014 and the quarter ended November 30, 2014, respectively. As a result of correcting these errors, Hawker expects the net loss for the (i) year ended August 31, 2014 that will be reported in the 10-K/A will be $1,729,132, which is ~~$32,896~~incorporated ~~more~~herein ~~than the $1,696,236 net loss that was initially reported~~ by ~~Hawker, and (ii) quarter ended November 30, 2014 that will be reported in the 10-Q/A will be $1,648,262, which is $18,827 more than the $1,629,435 net loss that was initially reported by Hawker~~reference.

~~The~~ITEM Convertible Notes include anti-dilution provisions that allow for the automatic reset of the conversion price upon any future sale of common stock instruments at or below the current conversion price of the Convertible Notes3. ~~Hawker has now concluded that accounting standards require the fair value of the conversion option to be recorded as a derivative liability upon issuance, creating a discount on the Convertible Notes~~03. ~~The derivative liability is adjusted to fair value each quarter end, and the discount is accreted to interest expense over the term of the Convertible Notes.~~

~~Hawker~~MATERIAL ~~believes~~MODIFICATIONS ~~that~~TO ~~the~~RIGHTS ~~restated~~OF ~~initial~~SECURITY ~~aggregate value of the derivative liabilities created upon the issuance of the Convertible Notes will be $139,051 and $7,418 for the two notes respectively~~HOLDERS.

~~Hawker~~To ~~will~~the ~~restate~~extent ~~its~~required ~~financial~~by ~~statements~~Item ~~for~~3.03 of Form 8-K, the ~~applicable~~information ~~periodic~~contained ~~reports~~in toItem ~~correct~~5.03 of this ~~error~~Current Report on Form 8-K is incorporated herein by reference.

~~Hawker~~ITEM ~~expects to file the Amendments demonstrating the adjustments described in this report as soon as practicable~~5. However, because the timing of the restatement process is subject to the completion of, among other things, Hawker’s accounting review and audit processes, there can be no assurance as to the actual filing date of the restated financial results02. ~~Further, Hawker’s restated financial statements have not been finalized and the information noted in this report is subject to change.~~

2DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

~~SIGNATURES~~On August 31, 2015, Hawker Energy, Inc. (“Hawker”, “we”, “us” or “our”) issued to Darren Katic, the Chief Executive Officer and a Director of Hawker (“Katic”), an Amended and Restated Convertible Promissory Note (the “Note”) in the amount of Five Hundred Eighty Seven Thousand Fifty Three Dollars and 00/100 ($587,053.00), which bears simple interest at the rate of 12.0% per annum, pursuant to the terms of the Note. The Note includes $378,800 in loan advances previously made to us by Katic, capitalization of accrued interest as of July 31, 2015 of $28,253, capitalization of an unpaid bonus of $120,000 accrued at August 31, 2014 and capitalization of an unpaid bonus of $60,000 accrued at February 28, 2015. Interest on the Note began as of August 1, 2015. The unpaid principal and accrued interest on the Note shall be payable in full on September 1, 2018 (the “Maturity Date”). The Maturity Date will accelerate upon Katic no longer being our Chief Executive Officer other than as a result of Katic’s voluntary resignation without good reason.

~~Pursuant~~$407,053 toof the ~~requirements~~principal amount of the ~~Securities~~Note, ~~Exchange~~together ~~Act~~with any interest accrued thereon, is convertible at any time at the option of ~~1934~~Katic into Units at a conversion price of $0.10 per Unit, subject to adjustment as described below (“Conversion Price”). $180,000 of the ~~Registrant~~principal amount, together with any interest accrued thereon, is convertible at the Maturity Date at the option of Katic into Units at the Conversion Price. Each “Unit” consists of one share of our Common Stock and a warrant to purchase one-half share of our Common Stock. Each warrant, if issued, has ~~duly~~an ~~caused~~exercise ~~this~~price ~~report~~of $0.25 per each whole share of our Common Stock (subject to becustomary ~~signed~~adjustments onfor ~~its~~stock ~~behalf~~dividends, bystock ~~the~~splits, ~~undersigned~~reorganizations ~~thereunto~~and ~~duly~~similar ~~authorized~~transactions) and an exercise period of three years from the date of issuance.

~~Hawker~~The ~~Energy~~Conversion Price is subject to customary adjustments for stock dividends, ~~Inc~~stock splits, reorganizations and similar transactions. In addition, subject to certain customary exceptions, if at any time while the Note is outstanding, we issue shares of our Common Stock at a price less than $0.10 per share (a “Lower Sale Price”), the Conversion Price shall automatically be adjusted to equal the Lower Sale Price.

Dated:	May 4, 2015
By:	/s/ Darren Katic
	Darren Katic
	Chief Executive Officer

The foregoing summary of the Note is qualified in its entirety by the text of the Note, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

ITEM 5.03.

AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On September 2, 2015, we filed a Certificate of Change pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of Nevada to effect a reverse stock split of our Common Stock, and the proportional decrease of our authorized shares of Common Stock at a ratio of one-for-ten (1-for-10) (the “Reverse Split”). The Reverse Split was authorized by our Board of Directors pursuant to Section 78.207 of the NRS on August 28, 2015 and, pursuant to the Certificate of Change, shall become effective as of September 12, 2015.

Under Nevada law, because the Reverse Split was approved by our Board of Directors in accordance with NRS Section 78.207, no stockholder approval is required. NRS Section 78.207 provides that we may effect the Reverse Split without stockholder approval if (x) both the number of authorized shares of Common Stock and the number of outstanding shares of Common Stock are proportionally reduced as a result of the Reverse Split, (y) the Reverse Split does not adversely affect any other class of stock and (z) we do not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Split. As described herein, we have complied with these requirements.

Each stockholder’s percentage ownership in Hawker and proportional voting power were unchanged by the Reverse Split, with the exception of minor changes and adjustments resulting from rounding up of fractional interests. No fractional shares of our Common Stock were issued in connection with the Reverse Split, and any stockholders entitled to receive a fractional post-split share received one (1) whole post-split share. The description contained herein of the Reverse Split is qualified in its entirety by reference to the Certificate of Change, a copy of which is attached to this report as Exhibit 3.1 hereto and incorporated herein by reference.

Prior to the Reverse Split, we were authorized to issue 750,000,000 shares of Common Stock. As a result of the Reverse Split, our number of authorized shares of Common Stock has been reduced to 75,000,000 shares. The Reverse Split will not have any effect on the stated par value of the Common Stock.

The Reverse Split did not affect our authorized preferred stock of 50,000,000 shares.

All options, warrants and convertible securities of Hawker outstanding immediately prior to the Reverse Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by ten and multiplying the exercise or conversion price thereof by ten, as a result of the Reverse Split.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibits

Description

3.1

Certificate of Change pursuant to NRS 78.209, filed with the Nevada Secretary of State on September 2, 2015.

10.1

Amended and Restated Convertible Promissory Note, dated August 31, 2015, by Hawker Energy, Inc. in favor of Darren Katic.

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 thereunto duly authorized.

Hawker Energy, Inc.

Dated:	September 2, 2015

By:	/s/ Darren Katic
	Darren Katic
	Chief Executive Officer

Filing Compare · HAWKER ENERGY, INC.