SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~March~~January 2215, 2013

KABE EXPLORATION INC. (Exact Name of Registrant as Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)

Nevada		000-52580		39-2052145
(State Or Other Jurisdiction Of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3525 Del Mar Heights Road, Suite 357, San Diego, CA 92130 (Address Of Principal Executive Offices) (Zip Code)

(Address Of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code (858) 699-1359

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))

~~o Soliciting~~Item ~~material~~1.01 ~~pursuant~~Entry tointo ~~Rule 14a-12~~a ~~under~~Material ~~the~~Definitive ~~Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

~~o Pre-commencement~~On ~~communications~~January 15, ~~pursuant~~2013, toKabe ~~Rule 14d-2~~Exploration Inc. (bthe “Company”) ~~under~~ ~~the~~entered ~~Exchange~~into ~~Act~~a letter of intent (17the ~~CFR~~“LOI”) ~~240~~with Fortune Oil & Gas Ltd.~~14d-2~~ (bthe “Seller”)) pursuant to which the Company entered into negotiations to purchase some or all of the Seller’s “Deep Rights” on Sellers south-central Kansas oil/natural gas leases located in Cowley County, Kansas for a total purchase price of $781,000 to be paid in shares of common stock. The price per share shall be $0.10 per share and a total of 7,810,000 shares will be issued. A copy of the LOI is filed as Exhibit 10.1 to this Form 8-K.

~~o Pre-commencement~~On ~~communications~~February 15, 2013, the Company entered into a letter of intent (“LOI2”)with Sal Mazullo (“Mazullo”) pursuant to ~~Rule 13e~~which the Company entered into negotiations to purchase some or all of Mazullo’s “Deep Rights” on Mazullo’s south-~~4(c) under~~central Kansas oil/natural gas leases for a total purchase price of $39,000. A copy of the ~~Exchange~~LOI2 ~~Act~~is ~~(17~~filed ~~CFR~~as ~~240~~Exhibit 10.~~13e~~2 to this Form 8-~~4(c))~~K.

~~Item~~On 4May 23, 2013, the Company entered into a term sheet (the “Term Sheet”) with Phoenix Group Capital Markets, LP (“Phoenix”) pursuant to which Phoenix shall commit to purchase up to $5,000,000 of the Company’s common stock over a period of 36 months.01 The ~~Changes~~purchase inprice ~~Registrant~~for the common stock will be 50% of the lowest volume weighted average price of the stock during the 10 consecutive trading days after the advance date. The term sheet is intended for discussion purposes only and is not an offer for the sale or purchase of the Company’s ~~Certifying~~securities. There ~~Accountant~~can be no assurance that the Company will enter into a definitive agreement with Phoenix with respect to the term sheet. A copy of the Term Sheet is filed as Exhibit 10.3 to this Form 8-K.

OnItem ~~March 22, 2013, Kabe Exploration Inc~~5.’s02 ~~(the~~Departure ~~“Company”) auditor, John Kinross-Kennedy (“JKK”), was formally dismissed as the Company’s independent registered public accounting firm. On March 22, 2013, the Company’s Board~~ of Directors ~~approved~~or ~~the~~Certain ~~engagement~~Officers; ofElection ~~Anton & Chia LLP (“AC”). During the two most recent fiscal years and through the date~~ of ~~this~~Directors; ~~report,~~Appointment ~~there were no (1) disagreements with JKK on any matter~~ of ~~accounting~~Certain ~~principles~~Officers; orCompensatory ~~practices,~~Arrangements financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to its satisfaction would have caused JKK to make reference in its reports on the Company’s financial statements for such years to the subject matter of ~~the~~Certain ~~disagreement, or (2) “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K~~Officers.

~~The~~On ~~Company~~May 29, ~~has~~2013, ~~requested~~the ~~that~~Company ~~JKK~~appointed ~~furnish~~Roger itA ~~with~~T aSmith ~~letter~~as ~~addressed~~a todirector of the ~~Securities~~Company. Mr. Smith ~~and~~has ~~Exchange~~over ~~Commission~~35 ~~stating~~years ~~whether~~of ordrilling, ~~not~~completion, itworkover ~~agrees~~and ~~with~~production ~~the~~experience ~~above~~in ~~statements~~the oil and, ifgas ~~not~~industry, ~~stating~~both ~~the~~onshore ~~respects~~and inoffshore. Mr. Smith ~~which~~has itbeen ~~does~~an ~~not~~Extended ~~agree. A~~Reach, ~~copy~~Directional ofand ~~such~~Horizontal ~~letter,~~Drilling ~~dated~~Advisor ~~March 22,~~to ~~2013,~~K&M ~~indicating~~Technology ~~that~~Group itsince is2005. In inconnection ~~agreement~~ with ~~such~~his ~~disclosures~~being isappointed ~~filed~~ as ~~Exhibit 16.1~~a director, the Company agreed to ~~this~~issue ~~Form~~Mr. ~~8-K~~Smith 350,000 shares of common stock.1.

During the Company’s two most recent fiscal years and the subsequent interim periods preceding AC’s engagement, neither the Company nor anyone on behalf of the Company consulted with AC regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements, and AC did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a “disagreement” or a “reportable event,” as such terms are defined in Item 304(a)(1) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description	~~Description~~
16.1		Letter to the Securities and Exchange Commission from John Kinross-Kennedy dated March 22, 2013.
10.1	Letter of Intent with Fortune Oil & Gas Ltd. dated January 15, 2013
10.2	Letter of Intent with Sal Mazullo dated February 15, 2013
10.3	Term Sheet with Phoenix Group Capital Markets, LP

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.

	~~KABE EXPLORATION INC.~~	KABE EXPLORATION INC.
Dated: March 25, 2013	By:	/s/ Erik Ulsteen
Dated: May 30, 2013		By:	/s/ Erik Ulsteen
		~~Name: Erik Ulsteen~~	Name: Erik Ulsteen
		~~Title: President~~	Title: President

Filing Compare · Kabe Exploration Inc.