UNITED STATES

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): ~~November~~December 2518, 2015

ABAKAN INC.

(Exact name of registrant as specified in its charter)

Nevada

000-52784

98-0507522

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

c/o Robert W Seiden, Receiver over Abakan, Inc.: 1120 Avenue of the Americas, 4th Floor, New

York, New York, 10036

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (212) 626-6708

(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:

□

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 8.01 – OTHER EVENTS

On September 24, 2015, the United States District Court for the Southern District of New York (the “New

York Court”) appointed Robert W. Seiden as the receiver (the “Receiver”) over Abakan Inc. (“Abakan”) and,

prior to this on August 18, 2015, the same New York Court appointed Robert W. Seiden Receiver over

MesoCoat, Inc. (“MesoCoat”), both in the matter captioned George Town Associates S.A. v. Abakan, Inc. and

MesoCoat, Inc., case number 15-cv-3435. The matter is pending before the New York Court, as previously

reported in the Form 8-K filed by Abakan with the Securities and Exchange Commission on September 25,

2015.

On December 16, 2015 at 3:30 p.m. EST, the New York Court will conduct a fairness hearing to consider

proposed transactions for settlement of the receivership. The Receiver has been reviewing and continues to

review several proposed written offers for settlement transaction that he intends to present to the New York

Court for consideration before the fairness hearing. As of the date of this Current Report on Form 8-K,

proposals have been submitted by George Town Associates, S.A. (“George Town”), Liquidmetal Coatings

Inc. and a China-based company Jiangxi Hengda Group. The proceeding is open to the public at the United

States Courthouse for the Southern District of New York at 500 Pearl Street in lower Manhattan in

courtroom 15B. The New York Court has entered a scheduling order that permits any “creditor or other

interested party” to file opposition to the above-mentioned proposals with the New York Court no later than

Monday, December 7, 2015. As per court order, any such opposition can be sent to Geoffrey Aaronson, Esq.

(gaaronson@aspalaw.com) and Tamara McKeown, Esq. (tmckeown@aspalaw.com) at Aaronson Schantz

Beiley P.A., 100 S.E. 2nd Street, Miami, Florida 33131, 786-594-3528.

So far the George Town proposal has been filed with the New York Court and it is entitled the Satisfaction

and Transaction Agreement (the “Agreement”). If it is approved by the Court, in settlement of their law suits

against Abakan, George Town and Sonoro Invest S.A. (“Sonoro”) (a senior creditor of Abakan) will receive

(i) all of the stock and ownership in MesoCoat, free and clear of all liens, claims and encumbrances and (ii)

all claims, causes of action, judgments and suits accruing prior to the effective date of the Agreement that

MesoCoat and Abakan may have against third parties. In addition, this transaction would alleviate MesoCoat

of the debt it owes to its largest creditors and enable it to continue as a going-concern. The other two

proposed transactions are being finalized for submission to the Receiver for evaluation and provision to the

New York Court in advance of the fairness hearing.

ITEM 1.03

BANKRUPTCY OR RECEIVERSHIP.

On November 5, 2015, certain creditors of Abakan Inc. (“Abakan”) (the “Abakan Petitioning Creditors”) and ~~certain creditors of MesoCoat filed Chapter 11~~

certain creditors of MesoCoat, Inc. (“MesoCoat”) (the “MesoCoat Petitioning Creditors”) filed Chapter 11

involuntary bankruptcy petitions in the United States Bankruptcy Court for the Southern District of Florida

(the “Florida Bankruptcy Court”). On ~~November~~December 1914, 2015, the Florida Bankruptcy Court ~~ruled~~dismissed ~~that an~~the

~~automatic~~involuntary ~~stay does~~bankruptcy ~~not~~petitions ~~arise~~against ~~upon~~both ~~the~~Abakan ~~filing of an~~and ~~involuntary petition~~MesoCoat. ~~George~~The ~~Town~~bankruptcy ~~and Sonoro~~judge, ~~moved~~Hon. toA. Jay

~~dismiss~~Cristol, stated that ~~the~~“The petitioning creditors have ~~petitions~~another ~~against Abakan and MesoCoat~~ forum available to them in ~~the Florida Bankruptcy~~ ~~Court, arguing that~~ which they ~~were~~can protect

~~filed~~their ~~in bad faith~~interests and, ~~and~~in ~~have further requested~~ that ~~the~~pending ~~Abakan~~U.S. ~~petition~~District beCourt ~~converted~~action, tothe apetitioning ~~liquidating~~creditors’ ~~Chapter~~interests 7are protected

~~petition. Petitioning creditors dispute these allegations and object to~~ by the ~~proposed Satisfaction Agreement~~ court-appointed receiver, an independent fiduciary.”

~~Adjudication~~ The Order of the ~~involuntary petitions~~court ~~and other~~is ~~matters~~entitled: ~~has~~“ORDER ~~been~~(A) ~~adjourned~~DENYING ~~for~~MOTIONS anFOR ~~evidentiary hearing on~~STAY PENDING APPEAL

~~January 13~~AND (B) DISMISSING INVOLUNTARY PETITIONS, ~~2016 at 10:00 a.m. EST before~~ OR ALTERNATIVELY, ABSTAINING in the ~~Florida Bankruptcy Court.~~

Florida Bankruptcy Court filed under the headings In re: MesoCoat, Inc., Case No. 15-29607-AJC and In re:

Abakan, Inc., Case No. 15-29606-AJC.

~~The cases in the Florida Bankruptcy~~ITEM ~~Court are filed under the headings In re: MesoCoat, Inc~~8.~~, Case No. 15-~~01 – OTHER EVENTS

~~29607-AJC and In re: Abakan~~On September 24, ~~Inc.~~ 2015, ~~Case No. 15-29606-AJC.~~ the United States District Court for the Southern District of New York (the “New

~~For~~York ~~any~~Court”) ~~questions~~appointed ofRobert ~~the~~W. ~~Abakan~~Seiden ~~and~~as ~~MesoCoat~~the ~~Receiver,~~receiver ~~please~~(the ~~contact~~“Receiver”) ~~David~~over G.Abakan ~~Liston~~and, ~~Esq.,~~on ~~general~~August 18,

~~counsel to~~ 2015, the same New York Court appointed Robert W. Seiden as Receiver over MesoCoat, ~~at 212-822-0160, or Thomas Messana, Esq., bankruptcy counsel to~~ both in the ~~Receiver at~~matter

~~954~~captioned George Town Associates S.A. v. Abakan, Inc. and MesoCoat, Inc., case number 15-~~712~~cv-~~7400.~~3435 (the

~~For~~“Law ~~any questions of~~Suit”). ~~counsel~~The ~~for~~Law Suit is pending before the ~~petitioning unsecured creditors~~ New York Court, ~~please~~as ~~contact~~previously ~~Linda~~reported ~~Leali, Esq.~~in atthe ~~305-~~Current

~~341~~Report on Form 8-~~0671~~K filed by Abakan with the Securities and Exchange Commission on September 25, 2015.

~~For~~On ~~any~~December ~~questions~~16, of2015, ~~counsel~~the ~~for~~New ~~the~~York ~~Abakan~~Court ~~board~~issued ofan ~~directors,~~order ~~please~~with ~~contact~~regard ~~Geoffrey~~to ~~Aaronson,~~the ~~Esq.~~George atTown Proposal,

~~786-594-3528~~approving the proposal (the “Court Approved Transaction”). Among other provisions, the Court Approved

~~Item~~Transaction 9provides that (i) George Town, Sonoro Invest S.01A. (“Sonoro”) (a creditor of Abakan) and Joseph

~~FINANCIAL STATEMENTS AND EXHIBITS~~T. Eberhard (a creditor of Abakan) will receive 74.36% of the stock and ownership in MesoCoat, free and

~~The~~clear ~~following~~of ~~exhibit~~all isliens, ~~attached~~claims, asand ~~part~~encumbrances; of(ii) ~~this~~the ~~report:~~Abakan Petitioning Creditors will receive 3.14% of stock

~~Exhibit~~and ownership in MesoCoat; (iii) Abakan will retain the remaining 22.50% of the stock and ownership in

~~Page~~MesoCoat; and (iv) MesoCoat will pay in full the claims of the MesoCoat Petitioning Creditors. The Court

~~No.~~Approved Transaction provides for the satisfaction of the debt MesoCoat owes to its largest creditors and

Noenables it to continue as a going-concern.

~~Description~~Further, pursuant to the Court Approved Transaction, the Receiver will continue to serve as receiver over

~~99.1~~MesoCoat and Abakan for ninety-one (91) days following the consummation of the Court Approved

~~Attached~~Transaction.

~~Press Release dated November 25, 2015.~~3

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.

Abakan Inc.

Date

By: /s/ Robert W. Seiden, Esq.

~~November~~December 2518, 2015

Name: Robert W. Seiden, Esq.

Court Appointed Receiver

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