- Current report filing (8-K)
March 27 2009 - 3:18PM
Edgar (US Regulatory)
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 24, 2009
CROSS
CANYON ENERGY CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-51710
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56-2458730
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State
of Incorporation
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Commission
File Number
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IRS
Employer I.D. Number
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6630
Cypresswood Drive, Suite 200, Spring, Texas 77379
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Address
of Principal Executive Offices
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Registrant’s
telephone number:
(832)
559-6060
(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):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.03 Amendments
to Articles of Incorporation or By-laws. Change in Fiscal Year.
Effective March 24, 2009, ABC
Funding, Inc., a Nevada corporation (the “Company”), amended its Articles of
Incorporation (the “Charter Amendment”) to:
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·
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Change
the name of the Company to “Cross Canyon Energy Corp.”;
and
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·
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Increase
the number of authorized shares of common stock, par value $.001 per
share, from 24 million to 149 million
shares.
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A copy of the Certificate of
Amendment filed with the Secretary of State of the State of Nevada giving effect
to the Charter Amendment is attached hereto as Exhibit 3.1.1.
The Charter Amendment was authorized
by the written consent of record holders of 14,151,000 shares of the Company’s
common stock, representing 60.6% of the aggregate issued and outstanding shares
of common stock as of January 29, 2009 (the “Record Date”).
On March 3, 2009 in accordance with
the securities laws, the Company filed with the Securities and Exchange
Commission (“SEC”) and mailed to the stockholders of record on the Record Date a
definitive Information Statement on Schedule 14C (the “Information Statement”),
together with a copy of the Certificate of Amendment, disclosing such consent
and providing material information regarding the Charter Amendment.
In connection with the name change,
the Company has made application to the OTC Bulletin Board, on which automated
system its common stock is currently traded, for a new symbol. No new
trading symbol has been assigned as of this date and, until such time as a new
trading symbol is assigned, the Company will continue to trade on the OTCBB
under its existing symbol of “AFDG”.
As disclosed in the Information
Statement, the Charter Amendment was necessary, in part, to provide a sufficient
number of shares of the Company’s common stock to issue with respect to the
conversion, exercise and exchange, as the case may be, of outstanding securities
issued or granted by the Company in prior transactions, the conversion, exercise
and exchange of which was made subject in each instance to the effectiveness of
the Charter Amendment.
Accordingly, upon the effectiveness
of the Charter Amendment:
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·
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all
issued and outstanding shares of the Company’s Series A, B, D and E
Preferred Stock automatically converted into an aggregate of 21,911,854
shares of the Company’s common stock in accordance with the terms of the
respective Certificates of Designation filed with the State of Nevada
governing such shares of preferred
stock;
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·
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outstanding
warrants issued on September 2, 2008 to purchase up to 24,199,996 and
3,225,000 shares of the Company’s common stock at an exercise price of
$0.35 and $0.33 per share, respectively, became
exercisable;
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·
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an
aggregate of 3,375,000 shares of restricted stock previously awarded to
the Company’s three executive officers and subject to a two-year vesting
schedule, vested with respect to the initial one third of such restricted
stock awards, or 1,125,000 restricted shares in the aggregate;
and
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·
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options
previously granted to the Company’s three executive officers to purchase
up to an aggregate 3,625,000 shares of the Company’s common stock, at
various exercise prices and subject to a two-year vesting schedule, vested
as to one third of the underlying shares, or approximately 1,208,333
shares in the aggregate.
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All of the transactions pursuant to
which the foregoing overlying Company securities were issued, awarded or
granted, as the case may be, were duly authorized and previously disclosed in
our public filings with the SEC.
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits
Exhibit
No
.
Description of
Exhibit
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.
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Cross
Canyon Energy Corp.
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March
27, 2009
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By:
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/s/ Carl
A. Chase
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Carl
A. Chase
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Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
No
.
Description of
Exhibit
African Discovery (PK) (USOTC:AFDG)
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