-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wp8ze8oGs+QB/13Cwxh1hoOAb/1CEALP3r9sb8bdL/Jgj32B56I/9HGhB0Q0r0m4 nuHaLbQEyxDmNvlSYRnbBQ== 0001091818-09-000067.txt : 20090313 0001091818-09-000067.hdr.sgml : 20090313 20090313163825 ACCESSION NUMBER: 0001091818-09-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090313 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090313 DATE AS OF CHANGE: 20090313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOTGUN ENERGY CORP CENTRAL INDEX KEY: 0000746631 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 880195105 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13577 FILM NUMBER: 09680619 BUSINESS ADDRESS: STREET 1: 382 52 AVE CITY: POINTE-CALUMET STATE: A8 ZIP: J0N 1G4 BUSINESS PHONE: 514-688-3289 MAIL ADDRESS: STREET 1: 382 52 AVE CITY: POINTE-CALUMET STATE: A8 ZIP: J0N 1G4 FORMER COMPANY: FORMER CONFORMED NAME: AVALON ENERGY CORP. DATE OF NAME CHANGE: 20050329 FORMER COMPANY: FORMER CONFORMED NAME: AVALON GOLD CORP DATE OF NAME CHANGE: 20020513 FORMER COMPANY: FORMER CONFORMED NAME: ASDAR GROUP INC DATE OF NAME CHANGE: 20010628 8-K 1 sgne0313098k.htm CURRENT REPORT UNITED STATES

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 9, 2009


SHOTGUN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)


         Nevada                      000-13577                         88-0195105

(State or other jurisdiction Incorporated)  (Commission File No.)    (I.R.S Employer Identification No.)


                                               719 – 30th Ave., Pointe-Calumet, Quebec, Canada                    J0N 1G1                    

(Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code:

(514) 688-3289


382 52 Ave., Pointe-Calumet, Quebec, Canada             J0N 1G4

 (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



SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS


ITEM 1.01_ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


On March 9, 2008, the Registrant signed an agreement to acquire all of the assets of Organa Gardens Inc., a Nevada Corporation in the business of hydroponics vertical farming. These assets include but are not limited to all proprietary designs, engineering, technology, business models, plans and intellectual properties pertaining to the Organa Garden System-Discovery (OGS-D) and the Organa Garden System-Enterprise (OGS-E).


Both the OGS-D and OGS-E are a rotary hydroponics vertical farming system designed with serviceability, ease-of-use and maximum harvest in mind. Both models are modular allowing them to be expanded by stacking them.  It’s specially designed waterwheel technology allows the fully automated system to recycle and reuse 95% of the water used while requiring a negligible amount of energy to run.


Under the terms of the acquisition, Shotgun will issue up to 25,000,000 restricted 144 shares over a five year period or sooner based on certain gross revenue benchmarks being met from all revenue streams derived from the technology acquired from Organa Gardens Inc. and a cash commitment of up to $500,000 from Shotgun to complete the final steps of taking the OGS-D and OGS-E to market.



SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

ITEM 5. 03 – AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS

On February 25, the Registrant held a Special Meeting whereby the Board of Directors, by unanimous consent, adopted, effective March 31, 2009, the following amendments to its Articles of Incorporation:

Name Change.   The Registrant announces that a majority of the shareholders entitled to vote on such matters approved a change of name from Shotgun Energy Corporation to “Organa Gardens International Inc.”  On February 26, 2009, a Certificate of Amendment to its Articles of Incorporation was filed with the State of Nevada changing the name to Organa Gardens International Inc.

The details of the Change of Symbol and CUSIP Number will be reported when they are received by the Registrant subsequent to the review of the amendment by NASD and FINRA.



SECTION 9.  EXHIBITS.


(c)  Exhibits


Exhibit No.        Description

-----------     --------------------------

10.01

    Agreement with Organa Gardens Inc.

10.02

    Amendment of Articles of Incorporation



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized.


Shotgun Energy Corporation


/s/: Christopher Scheive


DATED:  March 13, 2009

   By: Christopher Scheive

   President

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EX-10.01 2 ex1001.htm MATERIAL CONTRACTS AGREEMENT

Exhibit 10:01

THIS AGREEMENT is made on the 9th day of March, 2009


Between


ORGANA GARDENS INC. (OGI), a private Nevada Corporation,

with offices at 8804 27th Ave, N.W. Edmonton, Alberta T6K 2X4


And


SHOTGUN ENERGY CORPORATION (SEC), a publicly traded Delaware Corporation, with offices at 719 30th Ave, Pointe-Calumet Quebec, J0N 1G1




1. RECITALS


1.1 Recognizing the mutual benefits to be gained through having the assets of OGI’s present and future designs and products acquired by SEC, a publicly traded company, who in turn issue shareholders of OGI shares in SEC.


SEC and OGI enter into this Agreement and consent to the following:


2. PURPOSE


2.1 The purpose of this Agreement is to outline the terms by which SEC will acquire the assets of OGI and the terms by which OGI will transfer those assets.  Specifically, but not limited to, all designs, patents, engineering, models and intellectual properties pertaining to:  

 

The Organa Garden System-Discovery (OGS-D) which provides for high density, high yield production for the Home Gardner. Engineered and designed for use in small farms or urban warehouses, the OGS-D provides a sustainable, continual source of agricultural products for the modern gardener.


The Organa Garden System-Enterprise (OGS-E) is a stainless steel, professional grade vertical farming hydroponics system designed for use in large-scale commercial farming and growing operations, providing for ultra-high density, high-yield production.


2.2 SEC will acquire the assets outlined in clause 2.1 and all Proprietary Information, such as, blueprints, patents, business plans, data reports, methods of doing business, contact persons, customer lists, studies findings and ideas, but not limited to these items.


2.3 SEC will provide certain of its representatives to disclose and receive those assets and Proprietary Information in a timely and organized manner.


1



2.4 Both parties will maintain the trade secret status of its respective assets and Proprietary Information.


3. FURTHER AGREEMENTS   


3.1 Supplemental agreement(s) shall set out in detail the responsibilities of each party in respect of:


(a) Manner and basis of acquiring the assets and Proprietary Information of OGI.


(b) Participation of each of the parties on the Board of Directors and Management of SEC and OGI.


© Evaluating and implementing a business strategy to market and sell the OGI family of designs and products.


(d) any other terms and conditions necessary for the achievement of the proposal.


4. FINANCIAL CONSIDERATIONS


4.1 SEC will issue up to 25,000,000 Rule 144 shares of its common stock to OGI, to be held in trust and released based on the following terms and gross revenue requirements:


(a) Release of 10,000,000 shares of SEC upon signing this Agreement.


(b) Release of 5,000,000 shares of SEC upon attaining $1,000,000 US in gross revenue.


(c) Release of 5,000,000 shares of SEC upon attaining $2,500,000 US in gross revenue.


(d) Release of 5,000,000 shares of SEC upon attaining $4,000,000 US in gross revenue.


4.2 SEC will raise up to $500,000 US to market and fulfill the required obligations of OGI as outlined in the supplemental agreement(s) to follow.


4.3 SEC and OGI agree to allow the shares to sit in trust for a period of 5 years in order for OGI to meet its sales goals. Should the requirements in 4.1 above not be met in all or part, then all of the remaining shares will be returned back to the treasury of SEC.


5. TERM OF AGREEMENT


5.1 This Agreement shall commence on the date written above and shall continue for a period of thirty (30) days, the due diligence period, while supplementary agreements are being prepared.


5.2 This Agreement may not be terminated without the written notice of both OGI and SEC



5.3 This Agreement may be amended or varied from time to time provided that such an amendment or variation is evidenced in writing and signed by the parties.


6. EFFECTIVE DATE


6.1 This Agreement will become effective from the date first shown above.


Signatures:



/s/: Christopher Scheive

/s/: Justin Liu

_______________________

__________________________

Shotgun Energy Corporation

Organa Gardens Inc.


By its: President

By its: President





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EX-10.02 3 ex1002.htm MATERIAL CONTRACTS Secretarial Certificate of Resolution

Exhibit 10.02

CERTIFICATE OF AMENDMENT

of

ARTICLES OF INCORPORATION

of

SHOTGUN ENERGY CORPORATION

A Nevada Corporation


The undersigned Christopher Scheive, President and Jaclyn Cruz, Secretary of Shotgun Energy Corporation does hereby certify that a special Meeting of the Board of Directors held at the offices of the Corporation on February 25, 2009, at which a quorum was present, the following resolutions were duly passed:



RESOLVED:

That the Articles of Incorporation of Shotgun Energy Corporation shall be amended, subject to shareholder approval, to change the name of Shotgun Energy Corporation to Organa Gardens International Inc. in accordance with Section 78.385 of the Nevada Revised Statute and it is further



RESOLVED:

A majority of the shareholders on the record of February 15, 2009, approved the aforesaid resolutions in accordance with Section 78.209 of the Nevada Revised Statute. The total number of outstanding shares of common stock entitled to vote with respect to the resolutions was 18,617,134 shares and the number of shares voting in favor of the resolution was 10,662,662 exceeding the vote required, such required vote being 9,494,738 shares.



RESOLVED:

That the officers of the corporation and each of them is authorized and empowered to arrange for and purchase new stock certificates of the corporation to be issued to shareholders and to represent the Common Stock of this Corporation issuable pursuant to the name change and such share certificates, as determined by the officers, shall be deemed to be the shares of this corporation, and it in further



RESOLVED:

That the officers of the corporation and each of them is authorized and empowered to do such things and execute such documents as may be necessary in order to effectuate the purpose of the foregoing resolutions.



RESOLVED:

That the name change shall be effective at the opening of business March 31, 2009, being 6:30 A.M. EST., unless The Financial Industry Regulatory Authority (FINRA), the governing body conducting a review of this amendment, elects to specify an alternate effective date.



 RESOLVED:

The Articles of Incorporation of Shotgun Energy Corporation are hereby amended as follows:


ARTICLE 1

(amended)


The name of Corporation is Organa Gardens International Inc.


I, the undersigned Secretary of Shotgun Energy Corporation DO HEREBY CERTIFY that the foregoing is a true, complete and accurate copy of resolutions duly adopted by the Board of Directors of the said Corporation at a special meeting held on the aforementioned day, at which a quorum of the Directors were present; and I do further certify that these resolutions have not been altered, amended repealed or rescinded and they are now in full force and effect.


Witness my and the Seal of the Corporation this 25th day of February, 2009



/s/: Christopher Scheive

Dated:

February 25, 2009

___________________________________

Christopher Scheive, President & Director



/s/: Jaclyn Cruz

Dated:

February 25, 2009

___________________________________

Jaclyn Cruz, Secretary & Director



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