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): October 24, 2007
UNIVERSAL BIOENERGY, INC.
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(Exact name of Registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
Nevada 333-123465 20-1770378
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
6420 West Kensington Road
Oklahoma City, OK 73132
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(Address of principal executive offices) (Zip Code)
405-826-0652
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Registrant's telephone number, including area code
PALOMINE MINING INC.
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(Former name or former address, if changed since last report.)
Check the appropriate box below of the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the 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 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.
On October 24, 2007, Palomine Mining, Inc. ("Palomine"), entered into a
stock purchase and reorganization agreement (the "Stock Purchase Agreement")
with Universal Bioenergy North America, Inc., a Nevada corporation ("Universal")
and with Mortensen Financial Limited, a shareholder of Palomine ("Mortensen")
pursuant to which Palomine agreed to purchase from the shareholders of Universal
all of the issued and outstanding shares of Universal in exchange for shares of
Palomine. Pursuant to the Stock Purchase Agreement, in exchange for all of the
issued and outstanding shares of Universal, Palomine will issue to the
shareholders of Universal 2,000,000 shares of common stock of Palomine.
Mortensen, a shareholder of Palomino, agreed to contribute 1,800,000 shares of
its common stock of Palomine to the amount of shares being delivered to the
Universal shareholders by Palomine. Such issuance (and contribution by
Mortensen) will represent an issuance of 44% of the issued and outstanding
shares of Palomine while only increasing the issuance the then present
outstanding shares of common stock of Palomine by 200,000 shares (due to the
contribution by Mortensen). In order to fulfill the requirements of the Stock
Purchase Agreement, Palomine prior to the consummation of the transactions
contemplated by the Stock Purchase Agreement shall: (i) complete a forward split
of its common stock in the amount of five (5) shares of common stock for each
share of common stock outstanding; and (ii) amend its articles of incorporation
changing its name to "UNIVERSAL BIOENERGY, INC.".
ITEM 5.03 Amendments to Articles of Incorporation
Palomine has changed its corporate name to Universal Bioenergy, Inc. by
filing an amendment to its Articles of Incorporation with the Secretary of
State of the State of Nevada on October 24, 2007.
The Board of Directors and the stockholders representing a majority of
the issued and outstanding common stock of Palomine approved of the amendment of
the Articles of Incorporation by written consent.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following document is being filed herewith by Palomine as an exhibit
to this Current Report on Form 8-K:
10.1 Stock Purchase and Reorganization Agreement between Palomine,
Inc., Universal Bioenergy North America, Inc., and Mortensen
Financial Limited dated October 24, 2007.
10.2 Amendment to Articles of Incorporation
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.
PALOMINE MINING, INC.
Registrant)
Date: October 31, 2007 By: /s/ Frank H. Ward
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Frank H. Ward
Chief Executive Officer, President
and Treasurer