Forms Prescribed for
Use under the
Securities Exchange Act of 1934
Form 8-K. Current Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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SECURITIES 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) February 10, 1997
Cotton Valley Resources Corporation
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(Exact name of registrant as specified in its charter)
Ontario, Canada...0-28814...98-0164357
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8350 N. Central Expressway, Suite M2030 Dallas, TX 75206
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code ...(214) 363-1968
(Former name or former address, if changed since last report.)
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Item 5. Other Events
At the last annual meeting of stockholders, management of Cotton Valley
Resources Corporation (the "Company") received approval to reincorporate the
Company in Canada's Yukon Territory. The Company's Board of Directors need not
be comprised of a majority of Canadian residents as required under Ontario law,
and this was the reason for the intended reincorporation.
A reincorporation would require the filing of a Registration Statement
with the United States Securities and Exchange Commission which could result in
significant expense. Furthermore, a reincorporation at this time could delay an
intended public offering of securities in the United States.
Management has therefore decided to delay the intended reincorporation until
after the intended public offering of securities in the United States is
complete, and then only after seeking approval from the Company's stockholders.
There is no assurance the Company will successfully issue securities in the
United States.
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.
Cotton Valley Resources Corporation
(Registrant)
Date February 19, 1997
Eugene A. Soltero
Chief Executive Officer
