0000949353-12-000139.txt : 20120803 0000949353-12-000139.hdr.sgml : 20120803 20120803131315 ACCESSION NUMBER: 0000949353-12-000139 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120731 ITEM INFORMATION: Other Events FILED AS OF DATE: 20120803 DATE AS OF CHANGE: 20120803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAILBLAZER RESOURCES INC. CENTRAL INDEX KEY: 0001119807 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 880409170 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52397 FILM NUMBER: 121006171 BUSINESS ADDRESS: STREET 1: 2520 ST. ROSE PARKWAY, #319 CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: (800) 787-5439 MAIL ADDRESS: STREET 1: 2520 ST. ROSE PARKWAY, #319 CITY: HENDERSON STATE: NV ZIP: 89074 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY COMPOSITES Corp DATE OF NAME CHANGE: 20081016 FORMER COMPANY: FORMER CONFORMED NAME: LAS PALMAS MOBILE ESTATES DATE OF NAME CHANGE: 20000719 8-K 1 f8k-trailblazer_073112.htm FORM 8-K 7-31-12 TRAILBLAZER f8k-trailblazer_073112.htm
 
 
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):  July 31, 2012
 
TRAILBLAZER RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Nevada
  
000-52397
  
88-0409170
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)


c/o Grant Morris Dodds, 2520 St Rose Parkway, Suite 319, Henderson NV 89074
 (Address of principal executive offices) (Zip Code)

(800) 787-5439
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 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 8.01
Other Events.

On July 31, 2012, Temple Mountain Energy, Inc., a Minnesota corporation (“TME”), executed an agreement with Trailblazer Resources, Inc. (“Trailblazer”), with regard to Trailblazer’s proposed acquisition of TME’s assets.  TME is a privately-held company with mineral leases, large mining permits and operational assets focused on oil sands mining and processing in the Vernal, Utah area.  Trailblazer would not acquire any of TME’s liabilities as a part of the asset purchase.

Trailblazer proposes to issue 26,500,000 shares of its common stock to TME for the purchased assets.  Such shares would represent approximately 48.6% of Trailblazer’s outstanding shares.  TME agrees to establish a Debt Retirement Escrow account for the purpose of retiring the debt retained by TME upon completion of the asset sale to Trailblazer.  TME agrees to deposit 1,500,000 of these shares into this escrow account, with an additional 1,500,000 shares to be contributed by Trailblazer.  TME will also establish an Environmental Liability Escrow and deposit 1,000,000 of the shares issued to it into that escrow account.

The agreement is contingent upon approval by TME’s shareholders by August 10, 2012.  Subject to the successful completion of due diligence by both parties and the successful completion of the regulatory process, the agreement binds Trailblazer and TME to an October 31, 2012 closing date.



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.

  TRAILBLAZER RESOURCES, INC.
 
August 3, 2012
 
By:
 
 /s/ Samuel W. Fairchild 
   
Samuel W. Fairchild
   
Chief Executive Officer

 
 
 
 
 
 
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