SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report: June 23th,
2008
Date
of
Earliest Event Reported: June 16, 2008
ODYSSEY
OIL & GAS, INC.
(Exact
Name of Registrant as Specified in its Charter)
_________________________
(Former
Name of Registrant)
Florida
(State
of
Organization)
65-1139235
(I.R.S.
Employer Identification No.)
Commission
File Number 333-106299
18
George
Avenue
Rivonia,
2128 South Africa
Address
of Principal Executive Offices
Registrants
Telephone Number (including area code):+27(11)807-1446
ODYSSEY
OIL & GAS, INC.
Report
on Form 8-K
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
June
16, 2008, Odyssey Oil & Gas, Inc. entered into a definitive agreement to
acquire 100% of the outstanding stock in Alg Bio Oils Limited whose sole asset
is a 100% ownership in Alg Western Oil (Pty) Ltd, a South African registered
company. Alg Western Oil (Pty) Ltd has entered into a Letter of Intent with
Xstrata Alloys as the preferred developer for the Xstrata Alloys Bio-Fuel
project. The objective of the project is to establish a facility that will
utilize Carbon Dioxide off gas emissions to produce bio-fuels. The project
shall
involve three stages.
Stage
one
will be - a study of the best available technologies relating to the envisaged
project.
Stage
two
will commence - once agreement is reached on the technology. At that time the
parties will establish a development unit at Xstrata’s Boshoek Smelter for
purposes of the evaluation of the feasibility of the project.
Stage
three will commence - once Xstrata is satisfied with the outcome of the
feasibility study and will involve the establishment of a full production unit
at the Boshoek Smelter or one of Xstrata’s other facilities.
The
Registrant will issue 30,000,000 shares of the Registrants common stock
immediately. Further stock will be issued on the completion of certain
benchmarks over the next two years.
ITEM
2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As
a
result of the acquisition, described in Item 1.01 above the Registrant has
acquired a one hundred percent (100%) interest in Alg Bio Oils Limited and
one
hundred percent (100%) interest in Alg Western Oil (Pty) Ltd. Please see Item
1.01 above for additional disclosure regarding the transaction. As a result
of
the acquisition as described in Item 1.01 above the Registrant will issue
30,000,000 shares of the Registrants common stock immediately.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(b)
EXHIBITS
| Exhibit No. |
Exhibits
|
| |
|
|
10.1
|
Stock Purchase
Agreement by and between Odyssey Oil & Gas, Inc. and
Alg Bio Oils Limited dated June 16, 2008 |
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.
Odyssey
Oil & Gas, Inc.
Dated
June
23, 2008
| |
Arthur
Johnson
Principal
Executive Officer,
President
and Director
|