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)
 
February 1, 2011
__________________________
 

KODIAK ENERGY, INC.
(Exact name of registrant as specified in charter)
 
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
 

333-38558
 
#1120, 833 – 4 Avenue S.W.
Calgary, AB  T2P 3T5   Canada
 
65-0967706
(Commission File Number)
 
(Address of Principal Executive Offices and zip code)
 
(IRS Employer Identification No.)

(403) 262-8044
(Registrant’s telephone number, including area code)
 
N/A
 (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 registrant under any of the following provisions:
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[  ]
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))
 
 
 
 
 
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This information may involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.  These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections included in these forward-looking statements will come to pass.  The Company’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.  Except as required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

Item 1.01  Entry into a Material Definitive Agreement

  On February 1, 2011, Kodiak Energy, Inc (the “Company”) announced that, it reached a formal agreement with it’s subsidiary company Cougar Oil and Gas Canada, Inc (“Cougar”)  and closed and funded a formal agreement for a Cnd $900,000 convertible note.  Proceeds to be used for a 2 well drilling program The unsecured note has a 18 month term with an interest rate of prime +3%.  It is convertible to up to 5 days prior to maturity into shares of Cougar Oil and Gas Canada at a price to be the greater of the 5 day volume weighted average at closing or of $3.00 USD.  The note also has a 1% Gross Override Royalty on the two wells to be drilled with these funds.

Item 9.01 Financial Statements and Exhibits

(a)
Financial statements of businesses acquired.

Not applicable

(b)
Pro forma financial information.
 
Not applicable

(c)       Shell company transactions.

Not applicable

(d) Exhibits

Exhibit No.
Description of Exhibit
16.1
Convertible Note
 

 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 
   
 
KODIAK ENERGY, INC.
 
(Registrant)
     
Date:  February 1, 2011
 
By:
/s/ William S. Tighe
William S. Tighe
Chief Executive Officer & President

 
 
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