UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) June 30, 2007
PENGE CORP.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 000-52180 71-0895709
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1501 NORTH FAIRGROUNDS
MIDLAND, TEXAS 79705
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(423) 683-8800
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N/A
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(Former name, former address, and formal fiscal year, 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 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
The information set forth in Item 2.01 below is incorporated herein by
reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 2007, Penge Corp (the "Company") entered into a Stock
Purchase Agreement dated June 30, 2007 (the "Purchase Agreement"), pursuant to
which it sold S&S Plant Farm, Inc. ("S&S"), located at 3011 Todd Road, Midland,
Texas 79705 to Curtis Schmid, the individual from whom the farm was purchased in
2005 and an employee of the Company through June 30, 2007. The assets sold
include the approximately 50-acre S&S farm located near Midland, Texas, but not
the inventory at such farm. The purchase price for S&S was $1,000,000, payable
in the form of a $155,392.25 promissory note in favor of the Company and the
assumption by the purchaser of approximately $844,607.75 in debt and accounts
payable. The purchase price was the maximum amount the Company could get in
order to divest the plant farm operation. The Company anticipates a savings of
approximately $30,000+ in cash flow per month over the next twelve (12) months
from this divestiture.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
10.1 Stock Purchase Agreement between the Company and Curtis Schmid, an
individual, dated June 30, 2007.
10.2 Promissory Note dated June 30, 2007 from Curtis Schmid in favor of the
Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Penge Corp.
Dated: July 9, 2007 By /s/ KC Holmes
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KC Holmes
Chief Financial Officer