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): May 24, 2007

_______________________

RADIAL ENERGY INC.

(Exact name of registrant as specified in its charter)

_______________________

Nevada	333-113726	72-1580091
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1200 Smith Street, Suite 1600

Houston, Texas 77002

(Address of principal executive offices, including zip code)

(713) 353-4963

(Registrant's telephone number, including area code)

(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):

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

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

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Effective on May 24, 2007, we entered into a Purchase Agreement (the “Purchase Agreement”) with Coventry Capital LLP, which agreement provides for the sale of 50% of our interest and our share of the net production revenue generated from the Peruvian Huaya Anticline Project, Block 100, oil prospect located in Loreto Department, Peru, Ucayali Basin to Coventry Capital LLC. The purchase price of $100,000 is payable upon the execution of the agreement. The agreement provides for a repurchase option by us of the revenue interest at any time on or before November 1, 2007 for $400,000, at any time from November 2, 2007 to March 1, 2008 for $600,000, and at any time from March 2, 2008 to May 1, 2007 for $800,000. In the event we are unable to repurchase the revenue interest by May 1, 2008, the parties agreed that the $800,000 repurchase price will be converted into a loan due and payable to Coventry Capital LLC. In addition, we guaranteed to Coventry Capital a monthly revenue stream of $50,000from the revenue interest commencing September 1, 2007 and payable on the first day of every month prior to the repurchase of the revenue interest. The Purchase Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Effective on May 24, 2007, we entered into a Loan Agreement with Coach Capital LLC (the “Loan Agreement”), which agreement provides for a loan of $1,300,000 from Coach Capital to us. The Loan Agreement provides that upon the advancement of the funds, the loan will be evidenced by a promissory note in the form attached to the Loan Agreement. The loan will be payable upon demand by the lender. We may repay the loan at any time without penalty and we agreed to pay the loan immediately after the payment of our obligations to Cornell Capital pursuant to convertible debentures and before the repayment to any other long term debt currently outstanding or not yet incurred. The loan will be subject to a 2% interest to be accrued and payable on a monthly basis. During the term of the Loan Agreement and while the loan is outstanding, Coach Capital will have the option to convert the outstanding principal and interest under the loan to shares of our common stock at the lower of $1.0536 per share or price equal to 90% of the lowest daily volume weighted average price during the 15 trading days immediately preceding the conversion date. The Loan Agreement is attached to this report as Exhibit 10.2 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 above regarding the convertible loan of $1,300,000 is incorporated herein by reference. Coach Capital advanced the loan on May 25, 2007. The issuance of the convertible note is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Purchase Agreement by and between the Registrant and Coventry Capital LLC dated May 24, 2007.

Exhibit 10.2Loan Agreement by and between the Registrant and Coach Capital LLC dated May 24, 2007.

SIGNATURE

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.

	RADIAL ENERGY, INC.
Dated:May 31, 2007	By:	/s/ G. Leigh Lyons
		G. Leigh Lyons, President, Chief Executive Officer, and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Purchase Agreement by and between the Registrant and Coventry Capital LLC dated May 24, 2007.
10.2	Loan Agreement by and between the Registrant and Coach Capital LLC dated May 24, 2007.

EX-10.1

PURCHASE AGREEMENT

THIS AGREEMENT, dated for reference the 24th day of May, 2007, is made

BETWEEN: COVENTRY CAPITAL LLC, having an address of Suite 600, 1201 Orange Street, Wilmington, Delaware, USA, 19899-0511

(hereinafter referred to as the “Buyer”)

AND: RADIAL ENERGY INC., a company incorporated under the laws of the State of Nevada, having an office at 1200 Smith Street, Suite 1600, Two Allen Center Building, Houston, Texas, USA, 77002

(hereinafter referred to as the “Seller”)

WHEREAS the Seller desires to sell to the Buyer and the Buyer desires to purchase from the Seller Fifty Percent (50%) of the Seller’s right, title and interest in and to its share of the Net Production Revenue generated from the Peruvian Huaya Anticline Project, Block 100, oil prospect located in Loreto Department, Peru, Ucayali Basin (hereinafter referred to as the “Assets”), subject to the terms and conditions set forth in this Purchase and Sale Agreement (the “Agreement”).

NOW THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree as follows:

1. Purchase of Assets

The Seller offers and agrees to sell, and the Buyer offers and agrees to purchase all of Seller’s right, title and interest in and to Fifty Percent (50%) of the Seller’s right, title and interest in and to its share of the Net Production Revenue generated from the Peruvian Huaya Anticline Project, Block 100, oil prospect located in Loreto Department, Peru, Ucayali Basin, being Ten point Thirty-Five Percent (10.35%) of Total Production Revenue.

The Purchaser shall have access to original, or, if no originals are available, clean and legible copies of information and data respecting the Assets in the Seller's possession, including, without limitation, Agreements, production records, geological and geophysical data and reports and all other information relating directly to the ownership of or production revenue of the Assets but exclusive of any such records, data or information where provision of same is prohibited by third party agreements or applicable law.

2. Purchase Price

As consideration for the sale of the Assets, the Buyer shall pay or deliver to the Seller upon execution of this Agreement the sum of One Hundred Thousand Dollars ($100,000) in US funds (the “Purchase Price”).

3. Mandatory Repurchase of Assets

The Purchaser shall grant to the Seller the option to repurchase the Assets at any time until May 2, 2008 on the following terms:

(a) The Seller can repurchase the Assets on or before November 1, 2007 for the purchase price of Four Hundred Thousand Dollars ($400,000) in US funds; or

(b) The Seller can repurchase the Assets from November 2, 2007 to March 1, 2008 for the purchase price of Six Hundred Thousand Dollars ($600,000) in US funds; or

(c) The Seller can repurchase the Assets from March 2, 2008 to May 1, 2008 for the purchase price of Eight Hundred Thousand Dollars ($800,000) in US funds.

In the event the Seller is unable to repurchase the Assets by May 1, 2008, the Seller will be required to convert the final purchase price of Eight Hundred Thousand Dollars ($800,000) into a loan due and payable to the Buyer.

In any event, the Seller will be required to meet it’s financial obligations to Coach Capital LLC prior to the repurchase of the Assets.

4. Monthly Payments

The Seller agrees to pay to the Buyer a monthly fee of Fifty Thousand Dollars ($50,000) commencing September 1, 2007 and payable on the first day of each and every month prior to the repurchase of Assets. The funds are to be generated from the Seller’s share of production revenue derived from the Assets and, in the event the Seller is unable to pay this monthly fee, the fee, or any amount thereof remaining outstanding from time to time, will accrue in the form of a loan payable to the Buyer.

Upon the repurchase of Assets by the Seller the payment of the monthly fees shall cease. Should the Seller be unable to complete the repurchase of Assets by May 1, 2008 and the purchase price converts into a loan, the monthly fee of Fifty Thousand Dollars ($50,000) shall continue to be payable and accrue until such time as the full amount of the repurchase loan and any amount of accrued monthly payments have been paid in full.

4. Seller's Representations and Warranties

The Seller represents and warrants as follows.

(a) Legal Status and Authority:

(i) The Seller is a corporation, validly organized and existing, and in good standing, under the laws of the State of Nevada. The Seller has the power and authority to own its property and to carry on its business as now conducted and to enter into and to carry out the terms of this Agreement.

(ii)The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and Seller is not subject to any articles or by-laws, lien or encumbrance of any kind, agreement, instrument, order or decree of any court or governmental body (other than any governmental approval required) which would prevent consummation of the transactions contemplated by this Agreement.

(iii)The consummation of this transaction will not violate or cause a default under (i) any provision of the Seller's governing documents; (ii) any provision of any material contract or agreement or of any bank loan, indenture or credit agreement to which the Seller is a party; (iii) any law, ordinance, rule or regulation of any governmental authority; or (iv) any applicable order, writ, judgment or decree of any court or other competent authority and will not result in the creation of any lien, charge or encumbrance on any of the Assets.

(b) Litigation

There is no claim, demand, legal action, administrative proceeding, lawsuit, governmental inquiry or investigation relating to the Assets pending or, to the Seller's knowledge, threatened. Nor are there any bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or, to the knowledge of the Seller, threatened against the Seller.

5. Buyer's Representations and Warranties

The Buyer represents and warrants:

(a) Legal Status and Authority:

(i) The Buyer is a corporation validly organized and existing and in good standing, under the laws of the state of Delaware and has the power and authority to own its property and to carry on its business, as now conducted, and to enter into and to carry out the terms of this Agreement.

(ii)The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on behalf of the Buyer, and the Buyer is not subject to any charter, bylaw, lien or encumbrance of any kind, agreement, instrument, order or decree of any court or governmental body which would prevent consummation of the actions contemplated by this Agreement.

6. Time

Time is of the essence of this Agreement.

7. Further Assurances

The Seller and the Buyer will do, execute and deliver or will cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement.

8. Assignment

This Agreement cannot be assigned to another party except with the prior written consent of both the Buyer and the Seller.

9. Notices

9.1 Any notice under this Agreement will be given in writing and may be sent by fax, telex, telegram or may be delivered or mailed by prepaid post addressed to the party to which notice is to be given at the address indicated above, or at another address designated by that party in writing.

9.2 If notice is sent by fax, telex, telegram or is delivered, it will be deemed to have been given at the time of transmission or delivery.

9.3 If notice is mailed, it will be deemed to have been received 48 hours following the date of mailing of the notice.

9.4 If there is an interruption in normal mail service due to strike, labour unrest or other cause at or before the time a notice is mailed the notice will be sent by fax, telex, telegram or will be delivered.

10. Amendments

This Agreement may be amended, waived, discharged, or terminated only by instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

11. Execution in Counterpart

This Agreement may be signed in counterpart and each such counterpart, whether in original or facsimile form, together shall constitute a true original and provide satisfactory evidence that this Agreement has been duly executed by the parties hereto.

IN WITNESS WHEREOF the Buyer and the Seller have executed and delivered this Agreement as of the day and year first written above.

COVENTRY CAPITAL LLC

Per:Authorized Signatory

RADIAL ENERGY INC.

/s/ G. Leigh Lyons

Per: G. Leigh Lyons, President

EX-10.2

LOAN AGREEMENT

THIS AGREEMENT, dated for reference the 24th day of May, 2007, is made

BETWEEN: COACH CAPITAL LLC, having an address of EPS-D (2016), PO Box 02-5548, Miami, Florida, USA, 33102

(hereinafter referred to as the “Lender”)

AND: RADIAL ENERGY INC., a company incorporated under the laws of the State of Nevada, having an office at 1200 Smith Street, Suite 1600, Two Allen Center Building, Houston, Texas, USA, 77002

(hereinafter referred to as the “Borrower”)

WHEREAS the Borrower wishes to borrow and the Lender is willing to lend to the Borrower the sum of One Million, Three Hundred Thousand Dollars in US funds (US$1, 300,000) on the terms hereinafter set out.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1. Definitions

Where used in this Agreement, the following words and phrases shall have the following meaning:

(a) “Agreement” means this Agreement and the schedules hereto, as at any time amended or modified and in effect;

(b) “Charter” means the Memorandum and Articles, the Articles and By-Laws or other constating documents of the Borrower, as at any time amended or modified and in effect;

(c) “Event of Default” means any event specified in subsection 7.1;

(d) “Lender’s Security” means the Note;

(e) “Loan” means the loan by the Lender to the Borrower established pursuant to subsection 3.1; and

(f) “Note” means the non-interest bearing promissory note to be made by the Borrower to the Lender as evidence of the Loan which shall substantially be in the form set out in Schedule “A”.

2. INTERPRETATION

2.1 Governing Law

This Agreement is governed by the laws of the State of Nevada and the parties attorn to the non-exclusive jurisdiction of the courts of Nevada for the resolution of all disputes under this Agreement.

2.2 Severability

If any one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

2.3 Parties in Interest

This Agreement enures to the benefit of and is binding on the parties hereto and their respective successors and permitted assigns.

2.4 Headings and Marginal References

The division of this Agreement into sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

2.5 Currency

All statements of, or references to, dollar amounts in this Agreement means lawful currency of the United States of America.

3. THE LOAN

3.1 Establishment of the Loan

The Lender agrees, on the terms and conditions set forth in this Agreement, to lend to the Borrower the sum of One Million, Three Hundred Thousand Dollars ($1,300,000).

3.2 Evidence of Indebtedness

Indebtedness of the Borrower to the Lender in respect of the Loan will be evidenced by the Note, which will be made by the Borrower to the Lender at the time funds are advanced, a copy of which form is attached hereto as Schedule “A”.

3.3 Repayment of the Loan

The Borrower will repay the Loan upon demand from the Lender. The Borrower may repay the Loan at any time without penalty, bonus or charges and must pay the Loan immediately after repaying the convertible debts issued by Cornell Capital Partners LP and before the repayment to any other long term debt currently outstanding or not yet incurred.

3.4 Interest

The Loan will be subject to a Two Percent (2%) interest charge calculated monthly and payable on a monthly basis on the seventeenth day of each month the Agreement is in effect commencing June 17, 2007.

In the event the Borrower is unable to pay any interest charge due and owing to the Lender on the required date, the Lender may, at its option, grant an extension in respect of the interest payment in question or render the whole Loan due and payable.

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3.5 Conversion into Securities

During the term of the Agreement, the Lender will have the option to convert the Loan, or any portion thereof, into securities of the Borrower.

In the event the Lender wishes to convert the loan into shares, the shares will be offered at a price per share of (a) $1.0536 (the “Fixed Conversion Price”) or (b) ninety percent (90%) of the lowest daily volume weighted average price during the fifteen (15) trading days immediately preceding the Conversation Date (the “Market Conversion Price”).

In any event, no amount of the Loan will be convertible into shares of the Borrower until such time as the Borrower has repaid the convertible debts issued by Cornell Capital Partners LP.

A Notice of Conversion is attached hereto as Schedule “B”.

4. SECURITY FOR THE LOAN

4.1 Costs, Charges and Expenses

The Borrower will assume and pay all costs, charges and expenses, including reasonable solicitors’ costs, charges and expenses on a special costs basis, which may be incurred by the Lender in respect of this Agreement or the Lender’s Security or which may be incurred by the Lender in respect of any proceedings taken or things done by the Lender in connection therewith to collect, protect, realize or enforce the Lender’s Security.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties

The Borrower represents and warrants to the Lender that:

(a) the Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada;

(b) the Borrower has all requisite corporate power and authority to enter into this Agreement and to grant the Lender’s Security and to carry out the obligations contemplated herein and therein;

(c) this Agreement and the Lender’s Security have been duly and validly authorized, executed and delivered by the Borrower and are valid obligations of it; and

(d) no Event of Default and no event which, with the giving of notice or lapse of time would become an Event of Default, has occurred or is continuing.

5.2 Survival of Representations and Warranties

All representations and warranties made herein will survive the delivery of this Agreement to the Lender and no investigation at any time made by or on behalf of the Lender shall diminish in any respect whatsoever its rights to rely on those representations and warranties. All statements contained in any certificate or other instrument delivered by or on behalf of the Borrower under or pursuant to this Agreement will constitute representations and warranties made by the Borrower thereunder.

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6. COVENANTS OF THE BORROWER

The Borrower covenants and agrees with the Lender that, at all times during the currency of this Agreement, it will:

(a) pay the Loan and all other monies required to be paid to the Lender pursuant to this Agreement in the manner set forth herein;

(b) duly observe and perform each and every of its covenants and agreements set forth in this Agreement and the Lender’s Security;

(c) provide the Lender with immediate notice of any Event of Default; and

(d) do all things necessary to obtain and maintain the Lender’s Security in good standing and make payment of all fees and charges in respect thereto.

7. EVENT OF DEFAULT

7.1 Definition of Event of Default

The Loan, costs and any other money owing to the Lender under this Agreement will immediately become payable upon demand by the Lender or, unless otherwise waived in writing by the Lender, in any of the following events:

(a) if the Borrower defaults in any payment when due under this Agreement;

(b) if the Borrower commits any default under any of the Lender’s Security instruments;

(c) if the Borrower becomes insolvent or makes a general assignment for the benefit of its creditors, or if any order is made or an effective resolution is passed for the winding-up, merger or amalgamation of the Borrower or if the Borrower is declared bankrupt or if a custodian or receiver be appointed for the Borrower under the applicable bankruptcy or insolvency legislation, or if a compromise or arrangement is proposed by the Borrower to its creditors or any class of its creditors, or if a receiver or other officer with like powers is appointed for the Borrower;

(d) if the Borrower defaults in observing or performing any other covenant or agreement of this Agreement on its part to be observed or performed and such default has continued for a period of seven (7) days after notice in writing has been given by the Lender to the Borrower specifying the default.

8. GENERAL

8.1 Waiver or Modification

No failure on the part of the Lender in exercising any power or right hereunder will operate as a waiver of power or right nor will any single or partial exercise of such right or power preclude any other right or power hereunder. No amendment, modification or waiver of any condition of this Agreement or consent to any departure by the Borrower therefrom will be effective unless it is in writing signed by the Lender. No notice to or demand on the Borrower will entitle the Borrower to any other further notice or demand in similar or other circumstances unless specifically provided for in this Agreement.

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8.2 Time

Time is of the essence of this Agreement.

8.3 Further Assurances

The parties to this Agreement will do, execute and deliver or will cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement.

8.4 Assignment

The Borrower may not assign this Agreement or its interest herein or any part hereof except with the prior written consent of the Lender.

9. NOTICES

9.1 Anynotice under this Agreement will be given in writing and may be sent by fax, telex, telegram or may be delivered or mailed by prepaid post addressed to the party to which notice is to be given at the address indicated above, or at another address designated by that party in writing.

9.2 If notice is sent by fax, telex, telegram or is delivered, it will be deemed to have been given at the time of transmission or delivery.

9.3 If notice is mailed, it will be deemed to have been received 48 hours following the date of mailing of the notice.

9.4 If there is an interruption in normal mail service due to strike, labour unrest or other cause at or before the time a notice is mailed the notice will be sent by fax, telex, telegram or will be delivered.

10. AMENDMENTS

This Agreement may be amended, waived, discharged, or terminated only by instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

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11. EXECUTION IN COUNTERPART

This Agreement may be signed in counterpart and each such counterpart, whether in original or facsimile form, together shall constitute a true original and provide satisfactory evidence that this Agreement has been duly executed by the parties hereto.

IN WITNESS WHEREOF the Lender and the Borrower have executed and delivered this Agreement as of the day and year first written above.

COACH CAPITAL LLC

/s/ Michael Laidlaw

Per:Michael Laidlaw, Secretary

RADIAL ENERGY INC.

/s/ G. Leigh Lyons

Per: G. Leigh Lyons, President

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SCHEDULE “A”

to the Loan Agreement dated for reference the 24^th day of May, 2007

between Coach Capital LLC and Radial Energy Inc.

PROMISSORY NOTE

Principal Amount: US $1,300,000

For value received, Radial Energy Inc. (the "Borrower") hereby promises to pay to Coach Capital LLC (the "Lender") the principal sum of One Million, Three Hundred Thousand Dollars in US funds (US$1,300,000) upon the earlier of:

(i) demand:

(ii) any change of control of the Borrower ("control" being defined as ownership of or control of direction over, directly or indirectly, 20% or more of the outstanding voting securities of the Borrower); and

(iii) the occurrence of an Event of Default (as defined in the Loan Agreement between the Borrower and the Lender dated for reference May 17, 2007),

together with any interest calculated at a rate of two percent (2%) on a monthly basis that remains unpaid upon repayment of the Loan. All payments under this promissory note will be made by cheque, bank draft or wire transfer (pursuant to wire transfer instructions provided by the Lender from time to time) and delivered to the Lender.

The undersigned is entitled to prepay this promissory note, in whole or in part, without notice or penalty. The undersigned waives demand and presentment for payment, notice of non-payment, protest, notice of protest and notice of dishonour. This promissory note will be governed by and construed in accordance with the laws of the State of Nevada.

Dated: May 24,2007.

RADIAL ENERGY INC.

Per:G. Leigh Lyons, President

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SCHEDULE “B”

to the Loan Agreement dated for reference the 24^th day of May, 2007

between Coach Capital LLC and Radial Energy Inc.

CONVERSION FORM

TO:Radial Energy Inc. (Company)

The undersigned Holder of a Loan in the amount of One Million, Three Hundred Thousand Dollars in US funds (US$1,300,000) hereby irrevocably elects to convert the said Loan (or $ ______________ thereof) into securities in accordance with the Terms and Conditions of the Loan Agreement and directs that the securities issuable and deliverable upon the conversion be issued and delivered to the address indicated below.

Dated:
	(Signature of Holder)

(Name of Holder)

(Address of Holder)

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