kdknsc13d.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
COUGAR
OIL AND GAS CANADA INC.
COMMON
STOCK, NO PAR VALUE
(Title of
Class of Securities)
(CUSIP
Number)
Cougar
Oil and Gas Canada Inc.
833
4th
Avenue S.W., Suite 1120
Calgary,
Alberta T2P 3T5
Canada
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
With
Copies To:
Andrew D.
Hudders, Esq.
Golenbock
Eiseman Assor Bell & Peskoe LLP
437
Madison Avenue, 40th
Floor
New York,
New York 10022
Tel:
(212) 907-7300
Fax:
(212) 754-0336
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box ¨.
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
(Continued
on following pages)
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CUSIP
NO. 22208A 10
1
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13D
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1
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NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kodiak
Energy, Inc. (“Kodiak Energy”)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP* (a)
¨
(b) ¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF
FUNDS* WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
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7
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SOLE
VOTING POWER
38,076,972
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
0
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
38,076,972
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,076,972
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.6%
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14
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TYPE
OF REPORTING PERSON*
CO
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Item
1. Security and Issuer.
This
statement relates to the Common Stock, no par value per share (the “Common
Stock”), of Cougar Oil and Gas Canada Inc. an Alberta corporation (the
“Issuer”). The Issuer’s principal executive offices are located at
833 4th Avenue S.W., Suite 1120, Calgary, Alberta T2P 3T5 Canada. For
SEC purposes, the Issuer is a foreign private issuer under the Federal
securities laws, and publicly trades on the OTC.
Item
2. Identity and Background.
This
statement is being filed by Kodiak Energy, Inc., a Delaware corporation (“Kodiak
Energy”). Kodiak Energy’s business address is 833 4th Avenue S.W., Suite 1120,
Calgary, Alberta T2P 3T5 Canada.
Kodiak
Energy is a company established under the laws of the State of Delaware, and is
a public reporting company under the Federal securities laws.
During
the past five years, Kodiak Energy has not been (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result thereof was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration.
On
January 25, 2010, the Issuer and Kodiak Energy entered into a share purchase
agreement, which was finalized on March 1, 2010. Under the share
purchase agreement, Kodiak Energy became the owner of 38,076,972 (post-forward
split dated February 2010) shares of common stock of the Issuer, representing
64.6% of the issued and outstanding shares of the Issuer and causing the Issuer
becoming a majority owned subsidiary of Kodiak Energy. The purchase was
accomplished by share exchange and forgiveness of indebtedness. The agreement
further called for the change of the officers and directors of the
Issuer. Mr. William S. Tighe, a director and CEO and President of
Kodiak Energy, was appointed to the Board of Directors of the
Issuer. Mr. David Wilson, the CFO of Kodiak Energy, was appointed the
CFO of the Issuer. It is anticipated that there will be further
changes in the board of directors and management of the Issuer with persons that
are or were formerly officers and directors of Kodiak Energy.
Item
4. Purpose of Transaction.
The
purpose of the transaction was to acquire the controlling interest in the
Issuer, as a majority owned, operating subsidiary. The shares are
being held for investment.
At the
date of this Statement, Kodiak Energy, except as set forth in this Statement,
does not have any plans or proposals which would result in:
(a) The
acquisition by Kodiak Energy of additional securities of the Issuer, or the
disposition of securities of the Issuer, except that Kodiak Energy may,
depending upon prevailing market prices or conditions or corporate requirements
to maintain a controlling interest, decide to increase or decrease its position
in the Issuer through open market or privately negotiated transactions or
investments in the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries, other than as
required to implement the business of owning and operating the mineralization
interests of the Issuer;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries, however, in the course of business Kodiak Energy may cause the
Issuer to terminate the ownership of certain of its mineralization interests or
sell, lease or joint venture portions or all of such interests;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of the board of directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors, however, Kodiak Energy may have a substantial
representation on the board and in the management of the Issuer and its
subsidiaries with persons that also have or have recently had positions with
Kodiak Energy, to maintain its interest, such officers and directors to change
from time to time;
(e) Any
material change in the present capitalization or dividend policy of the Issuer,
however, Kodiak Energy will cause the Issuer to finance its business operations
which may result in the issuance of equity, debt and convertible securities into
equity, in amounts that cannot be determined at this time, such financings to be
from time to time as market conditions permit;
(f) Any
other material change in the Issuer’s business or corporate
structure;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions that may impede the acquisition of control of the Issuer by any person,
other than the change of name and the change in the number of shares outstanding
through a forward split of shares, based on two additional shares for one issued
and outstanding share completed in February 2010;
(h) Causing
a class of securities of the Issuer to be de-listed from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A
class of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or
(j) Any
action similar to any of those actions enumerated above.
Item
5. Interest in Securities of the Issuer.
Kodiak
Energy owns 38,076,972 (post-forward split effected February 2010) shares of
common stock of the Issuer, representing 64.6 % of the issued and outstanding
shares of the Issuer, based on 58,906,191 shares of common stock currently
issued and outstanding.
Transactions
by Kodiak Energy in the Issuer’s Common Stock effected in the past 60 days are
described in Item 3 above.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are
no contracts, arrangements, understandings or relationships (legal or otherwise)
between Kodiak Energy and any other person with respect to any securities of the
Issuer. Notwithstanding the foregoing, the Issuer and Kodiak Energy
have agreed to the terms of the share purchase agreement which is filed as an
exhibit to this Schedule 13D.
Item
7. Material to be Filed as Exhibits.
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Exhibit
No.
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Description of
Exhibit
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1
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Share
Purchase Agreement between the Issuer (formerly “Ore-More Resources Inc.”)
and Kodiak Energy, Inc. (incorporated by reference from Exhibit 4.1 to
Form 6-K of the Issuer filed on January 27, 2010, with the
SEC.
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
accurate.
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KODIAK
ENERGY, INC.
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March
3, 2010
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By: /s/ William S.
Tighe
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Name:
William S. Tighe
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Title: Chief
Executive Officer & President
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