form8k.htm
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): August 6,
2007
Fellows
Energy Ltd.
(Exact
name of registrant as specified in its charter)
|
Nevada
000-33321
33-0967648
----------------------------------------------------------------------------------------
(State
or other jurisdiction (Commission File
Number) (IRS Employer
of
incorporation)
Identification
No.)
|
1942
Broadway St., Suite #320, Boulder, CO 80302
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (303) 327-1525
Copies
to:
Marc
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
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))
Item
1.01 Entry into a Material Definitive Agreement.
Item
20.1 Completion of Acquisition or Disposition of Assets.
On
August 6, 2007, Fellows Energy Ltd.
(the “Company”) entered into a purchase and sale agreement (the “Agreement”)
with Thunderbird Energy Inc. (“Thunderbird”), pursuant to which the Company sold
its interests in the Carbon Creek project (“Carbon Creek”) for a total of $3
million to its joint venture partner, Thunderbird. Thunderbird paid $1.65
million in cash directly to Fellows debenture holders, approximately $12,800
to
Thames River, LLC for services rendered to the Company and approximately
$237,000 to the Company. Thunderbird also assumed $1.1 million in liabilities
from the Company.
Item
9.01 Financial Statements and Exhibits.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Purchase
and Sale Agreement, dated as of August 6, 2007, by and between Fellows
Energy Ltd. and Thunderbird Energy Inc.
|
|
|
|
Press
Release issued August 9, 2007
|
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.
Fellows Energy Ltd.
Date:
August 10,
2007
/s/ GEORGE S. YOUNG
George S. Young
Chief
Executive Officer