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): March 23, 2013

SAUER ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-53598	26-3261559
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4670 Calle Carga  Unit A, Camarillo, CA	93012
(Address of principal executive offices)	(Zip Code)

(888) 829-8748

Registrant’s telephone number, including area code

NA

 (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))

1

Item 8.01 Other Events.

As previously reported on a Current Report on Form 8-K filed January 4, 2013, the Registrant had entered into two agreements (the “Eclipse Agreements”) with Eclipse Advisors, LLC, a New York limited liability company (“Eclipse”).  As required by these agreements, the Registrant prepared and filed, at its expense, but with the approval of Eclipse and its counsel, a Registration Statement on Form S-1 on February 25, 2013 (the “Registration Statement”).  By letter dated March 21, 2013 (the “3/21/13 Letter”), the Staff of the Commission requested the withdrawal of the Registration Statement.  The Registrant has affected the withdrawal of the Registration Statement.  The reasons given by the Staff in the 3/21/13 Letter for requesting the withdrawal of the Registration Statement may be summarized as that the agreements with Eclipse did not comply with the SEC’s public guidelines for transactions of this type.  (Although we would be willing to file the 3/21/13 letter as an exhibit to this Report, the Staff has indicated that it views the 3/21/13 Letter as confidential.)   After receipt of the 3/21/13 Letter, Eclipse and its counsel demanded that the Registrant give it a substantial number of additional upfront shares and pay additional fees upon each put by the Registrant as a condition for going forward and proposing some amendments to the Eclipse Agreements that might be in compliance with the Securities and Exchange Commission (“SEC”) policies set forth in the 3/21/13 Letter.  The Registrant was advised that these proposals were on a “take it or leave it” basis.  Based on its assessment of the chances of the Eclipse Agreements in some slightly modified form being accepted by the SEC staff and the costs and delays of filling and withdrawing additional registration agreements for any transaction with Eclipse, the Registrant requested that the Eclipse Agreements be terminated and that Eclipse return the upfront shares it previously received as the proposed transaction was not going to occur.  Eclipse has rejected this proposal and offered to terminate the agreement and keep three fourths of the upfront shares.  This is not acceptable to the Registrant as it is not in the best interest of our shareholders.  As indicated by the emails included as exhibits hereto, although it is clear that Eclipse will never raise any funds for the Registrant, Eclipse has taken the view that it has approval rights on all press releases and SEC filings by the Registrant.  Management seeks to operate this company on behalf of the shareholders and will not be governed by the terms of an agreement which is against public policy.  Management will continue to seek a return of the upfront shares from Eclipse while pursuing other financing options for the Registrant.

Item 9.01   Financial Statements and Exhibits

Financial Information

None

Exhibits:

99.1

Email from counsel for Eclipse to counsel for the Registrant, dated April 30, 2013.

99.2

Email from counsel for the Registrant to counsel for Eclipse, May 7, 2013.

99.3

Email from counsel for Eclipse to counsel for the Registrant, dated May 15, 2013.

99.4

Email from counsel for Eclipse to counsel for the Registrant, dated May 24, 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.

	SAUER ENERGY, INC.
June 5, 2013	By: /s/ Dieter R. Sauer, Jr.
	Dieter R. Sauer, Jr., President

EX-99.1

Exhibit 99.1

----- Original Message -----

From:MARC ROSENBERG

To:hariton@sprynet.com

Cc:Barry Patterson

Sent: Tuesday, April 30, 2013 3:17 PM

Subject: Sauer Equity Line

Frank

I spoke to my client again with respect to the equity line.  I understand that he has been speaking to your client. He is prepared to move forward with the equity line provided that (i) his transaction costs for each put are covered and (ii) the number of shares originally issues are grossed up based on the price of the stock on the date that the registration statement goes effective.

Please let me know how your client would like to proceed.

Best regards

Marc

Marc G. Rosenberg, Esq.McLaughlin & Stern, LLP260 Madison AvenueNew York, New York 10016Telephone: (212) 448-6249Personal Facsimile: 1-800-933-0981Facsimile: (212) 448-0066E-Mail: mrosenberg@mclaughlinstern.com==========================This transmission (and/or the documents accompanying it) may contain confidential information belonging to the sender which is protected by the attorney-client privilege. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient, you are hereby notified that any disclosure, copying distribution or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please immediately notify us by telephone and destroy the documents.Pursuant to U.S. Treasury Department regulations, we hereby inform you that any federal tax advice contained in this communication (and any documents accompanying it) was not intended or written to be used, and it cannot be used, for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.

EX-99.2

Exhibit 99.2

----- Original Message -----

From:FrankHariton

To:MARC ROSENBERG

Sent: Tuesday, May 07, 2013 3:20 PM

Subject: Re: Sauer Energy

Dear Marc:

My client has given due consideration to your email of April 26. We can not agree to your client’s demands for additional compensation.

From our prospective, we are a small, cash strapped company that became involved with your client as a way to obtain needed working capital to bring years of effort by its founders to fruition. Your client proposed a deal structure and my client accepted the proposal based on repeated representations from your client that they "Knew how to get this done". Your client was amply compensated with up-front shares. The structure of the transaction was as your client proposed. My client went through the expense of preparing a filing a registration statement only to learn from the SEC that the deal structure your client brought to the table was either was illegal, against public policy or both. I will refer to the deal terms as "improper". As a result of this improper proposed transaction my client has expended resources and lost valuable time. Your client’s response has been, "We want more shares and more cash to compensate us." (For what, for the damages to us caused by the deal your client proposed?)

This is to let you know that we will not go forward on such basis. Since your client received millions of shares to propose something improper, the shares should be returned forthwith.

This communication is without prejudice to my client’s rights in this matter, all of which are expressly reserved.

Very truly yours,

Frank J. Hariton

914-674-4373

----- Original Message -----

From:MARC ROSENBERG

To:hariton@sprynet.com

Cc:Barry Patterson

Sent: Friday, April 26, 2013 1:42 PM

Subject: Sauer Energy

Frank

Our clients have had several conversations since we last spoke.

When I called you earlier today when you were on your conference call, I wanted to let you know the terms on which my client would move forward with a new equity line. The proposed terms are as follows:

1.  In the event that the amount of the Equity Line remains at $15 million, then in addition to the shares that have been issued to the Investor, the Investor would receive additional commitment shares in amount equal to 1.25% of the line.

2. In the event that the amount of the Equity Line is less than $15 million, then in addition to the shares that have been issued to the Investor, the Investor would receive additional commitment shares in amount equal to 2% of the line.

3. The Investor would net out its transaction costs from each put as detailed in my prior email to you. 

Please let me know how your client would like to proceed.

Best regards

Marc

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EX-99.3

Exhibit 99.3

----- Original Message -----

From:MARC ROSENBERG

To:hariton@sprynet.com

Cc:Barry Patterson

Sent: Wednesday, May 15, 2013 1:18 PM

Subject: Sauer Energy

Dear Frank:

I am in receipt of your email of May 7, 2013 and have discussed same with my client.  We object to your assertions in your email with respect to my clients repeated representations and your characterization of the transaction.

It should be noted that there are no representations in the agreements by my client with respect to the structure of the transaction. In addition, please be advised that Section 10.6 of the Equity Credit Agreement provides, in pertinent part, as follows:  

This Agreement and the instruments referenced herein contain the entire understanding of the Company and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters.

Instead of focusing on my client’s conduct, I would suggest that your client focus on their own conduct. Please note Section 10.15 of the Equity Credit Agreement which provides, in pertinent part, as follows:

The Company and Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other parties with prior notice of such public statement.

On April 23, 2013, your client released a corporate status report which provides as follows:

Funding Update

Pursuant to the Equity Line funding, an S-1 Statement was filed with the SEC on February 25, 2013. It has been reviewed, and counsel from both Eclipse

Advisors, LLC, and Saber Energy are addressing the required recommendations set forth by the reviewer. It is our opinion that the issues should be cleared up in the near future.

Raising capital in the present economic environment has been extremely difficult. We have made the prudent decision to investigate alternative options for raising capital in the interim.

We don’t anticipate further delays or unaddressed issues at this time

Such statement was released without any consultation with my client, would never have been approved by my client and is clearly in violation of Section 10.15 of the Equity Credit Agreement.

My client hereby rejects your client’s demand to return the shares issued pursuant to the Equity Credit Agreement.

Your client is reminded of their obligations under the Equity Credit Agreement and the related documents and should govern themselves accordingly.

The foregoing is not intended to be a full recitation of all of the relevant facts and all of my client’s rights and remedies are hereby expressly reserved.

Marc G. Rosenberg, Esq.McLaughlin & Stern, LLP260 Madison AvenueNew York, New York 10016Telephone: (212) 448-6249Personal Facsimile: 1-800-933-0981Facsimile: (212) 448-0066E-Mail: mrosenberg@mclaughlinstern.com

 ==========================This transmission (and/or the documents accompanying it) may contain confidential information belonging to the sender which is protected by the attorney-client privilege. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient, you are hereby notified that any disclosure, copying distribution or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please immediately notify us by telephone and destroy the documents.

Pursuant to U.S. Treasury Department regulations, we hereby inform you that any federal tax advice contained in this communication (and any documents accompanying it) was not intended or written to be used, and it cannot be used, for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii)

promoting, marketing or recommending to another party any transaction or matter addressed herein.

EX-99.4

Exhibit 99.4

----- Original Message -----

From:MARC ROSENBERG

To:hariton@sprynet.com

Cc:Barry Patterson

Sent: Friday, May 24, 2013 3:46 PM

Subject: Message

Frank

I am out of the office, but I received your voice message, advising me that your client has rejected my client's offer. With respect to the 8-K, please provide a draft to me prior to filing, as required by the agreement and then we will provide our comments.

Marc G. Rosenberg, Esq.McLaughlin & Stern, LLP

260 Madison AvenueNew York, New York 10016Telephone: (212) 448-6249Personal Facsimile: 1-800-933-0981Facsimile: (212) 448-0066E-Mail: mrosenberg@mclaughlinstern.com

==========================This transmission (and/or the documents accompanying it) may contain confidential information belonging to the sender which is protected by the attorney-client privilege. The information is intended only for the use of the individual or entity named above. If you are not the intended recipient, you are hereby notified that any disclosure, copying distribution or the taking of any action in reliance on the contents of this information is strictly prohibited. If you have received this transmission in error, please immediately notify us by telephone and destroy the documents.Pursuant to U.S. Treasury Department regulations, we hereby inform you that any federal tax advice contained in this communication (and any documents accompanying it) was not intended or written to be used, and it cannot be used, for the purpose of (i) avoiding penalties that may be imposed under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein.