- Current report filing (8-K)

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) June 17, 2009

VELOCITY ENERGY INC.

(Exact name of registrant as specified in its charter)

Delaware	000-29463	51-0392750
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

523 N. Sam Houston Parkway East

Suite 175

Houston, Texas 77060

(Address of principal executive offices, including zip code)

(713) 741-0610

(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 the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

As previously reported by Velocity Energy Inc. (the "Company") on November 20, 2008, the Company entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with The Longview Fund, L.P. and Longview Marquis Master Fund, L.P. (“Marquis”), pursuant to which, among other things, the Company issued in favor of Marquis that certain senior secured promissory note dated November 13, 2008, in the original principal amount of $8,875,000, as amended (the “Senior Secured Note”). The Company previously filed a copy of the Securities Purchase Agreement as an exhibit to its Form 8-K dated November 20, 2008, and the Securities Purchase Agreement is incorporated into this Item 1.01 by reference.

On May 29, 2009, Marquis and Summerview Marquis Fund, L.P. (“Summerview”) entered into a letter agreement whereby Marquis transferred to Summerview a portion of the unpaid principal of the Senior Secured Note in the principal amount of $1,679,842.02 (the “Summerview Secured Note”), including all of Marquis’ rights, title and interest with respect to the transferred portion of the Senior Secured Note and Summerview agreed to be bound by all of the terms and conditions of the Securities Purchase Agreement. Marquis continued to hold a note in the amount of $5,002,751.98, which represents the remaining portion of the Senior Secured Note (the “Marquis Secured Note”).

On June 17, 2009, the Company, Marquis and other parties named therein, entered into that certain June 2009 Amendment Agreement which amends the Securities Purchase Agreement (the “Amendment”). Pursuant to the Amendment, the Company and Marquis increased the principal amount of the Marquis Senior Secured Note. The Company received consideration of $1,500,000 from Marquis (the “Additional Payment”), and upon receipt of the Additional Payment, the principal amount of the Marquis Secured Note will increase by $1,664,375. The Company will issue and deliver to Marquis a note in the same form as the Senior Secured Note for the principal amount of $6,647,126.98. The proceeds of the Additional Payment will be used to fund an Agreed Acquisition as defined in Section 4(d) of the Securities Purchase Agreement. The terms and conditions of the Summerview Secured Note are not amended as a result of or in connection with the amendment to the Marquis Secured Note pursuant to the Amendment.

The foregoing discussion of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	June 2009 Amendment Agreement among the Company, Longview Marquis Master Fund, L.P. and other parties named therein, dated as of June 17, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Velocity Energy Inc.
Dated: June 19, 2009
	By:	/s/ Donald E. Vandenberg
		Donald E. Vandenberg, CEO

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	June 2009 Amendment Agreement among the Company, Longview Marquis Master Fund, L.P. and other parties named therein, dated as of June 17, 2009.