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
January 12, 2007
PENGE CORP.
(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 7.01 REGULATION FD DISCLOSURE
On January 12, 2007, Penge Corp. sent a letter to its stockholders, a
copy of which is attached hereto as Exhibit 99.1.
FORWARD-LOOKING STATEMENTS. The attached letter may contain
forward-looking statements as well as historical information. Forward-looking
statements, which are included in accordance with the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995, may involve risks,
uncertainties and other factors that may cause the company's actual results and
performance in future periods to be materially different from any future results
or performance suggested by the forward-looking statements in this release.
These risks and uncertainties include, without limitation, the risks that Penge
will not achieve revenue or other financial targets due to numerous possible
factors, including without limitation competition, unavailability or high cost
of capital, weather, unexpected expenses, costs associated with expansion or
operating activities, costs associated with SEC compliance and other factors;
and that Penge will not be able to continue to expand its operations as planned
because of the unavailability or high costs of capital, failure to meet
financial projections, the absence of a significant market for its common stock
and other factors. In general, Penge is, and expects to be in the immediate
future, dependent upon funds generated from sales of securities and secured
promissory notes fund its operations and expansion plans. In addition, other
risks are identified in the company's Form 10-SB and most recent quarterly and
current reports filed with the SEC. All forward-looking statements speak only as
of the date of this filing. The company expressly disclaims any obligation to
update or revise any forward-looking statements found herein to reflect any
changes in company expectations or results or any change in events.
The information in Item 7.01 of this Report (including exhibit 99.1)
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing made by the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
99.1 Letter to Stockholders
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: January 15, 2007 By /s/ KC Holmes
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KC Holmes
Chief Financial Officer