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)

December 2131, 2015

BPZ Resources, Inc.

(Exact name of registrant as specified in its charter)

Texas	001-12697	33-0502730
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)

10497 Town and Country Way, Suite 700

Houston, Texas 77024

(Address of Principal Executive Offices)

(713) 239-1154

(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):

☐ 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 71.0103 ~~Regulation~~Bankruptcy FDor Receivership.

As previously announced, on March 9, 2015, BPZ Resources, Inc. (the “Company”) filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas Victoria Division (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the proceeding In re BPZ Resources, Inc., Case No. 15-60016 (the “Bankruptcy Case”). Additional information regarding the Bankruptcy Case can be found at www.bpzenergy.com and www.kccllc.net/bpz.

On ~~December~~October 211, 2015, the Company filed awith ~~monthly operating report for~~ the ~~period~~Bankruptcy ~~beginning~~Court ~~November~~a 1,Second ~~2015~~Amended ~~and~~Plan ~~ending~~of ~~November~~Liquidation ~~30, 2015~~ (the “~~Monthly Operating Report~~Plan”) ~~with~~and ~~the~~related ~~Bankruptcy~~amended ~~Court.~~disclosure ~~The~~statement ~~Monthly~~pursuant ~~Operating~~to ~~Report~~Chapter is11 ~~attached~~of ~~hereto~~the asBankruptcy ~~Exhibit 99~~Code.1 ~~and~~Also isas ~~incorporated~~previously bydisclosed, ~~reference. This Current Report~~ on ~~Form~~November ~~8-K~~12, ~~(including~~2015, the ~~exhibit~~Bankruptcy ~~hereto)~~Court ~~shall~~entered ~~not~~its beOrder ~~deemed~~Finally anApproving ~~admission~~Second asAmended toDisclosure ~~the~~Statement ~~materiality~~and ofConfirming ~~any~~Second ~~information~~Amended ~~required~~Chapter to11 bePlan ~~disclosed~~(the ~~solely~~“Confirmation byOrder”) ~~Regulation~~of FDthe Company.

~~Cautionary~~As ~~Statement~~of ~~Regarding~~December 31, 2015, all conditions to the ~~Monthly~~occurrence ~~Operating~~of ~~Report~~the effective date set forth in the Plan and the Confirmation Order were satisfied or waived in accordance therewith and the effective date (the “Effective Date”) of the Plan occurred. On the same date, the Company filed a Notice of Effective Date of the Plan (the “Notice of Effectiveness”) with the Bankruptcy Court. A copy of the Notice of Effectiveness is attached hereto as Exhibit 99.1 and incorporated into this Item 1.03 by reference.

~~The~~AS ~~Company~~A ~~cautions~~RESULT ~~investors~~OF ~~and~~THE ~~potential~~PLAN ~~investors~~BEING ~~not to place undue reliance upon the information contained in the Monthly Operating Report~~EFFECTIVE, ~~which~~ALL ~~was~~OF ~~not~~THE ~~prepared~~COMPANY’S ~~for~~EQUITY ~~the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope~~INTERESTS, ~~covers~~CONSISTING aOF ~~limited~~AUTHORIZED ~~time~~AND ~~period~~OUTSTANDING ~~and~~SHARES ~~has~~OF ~~been~~COMMON ~~prepared~~STOCK ~~solely~~OF ~~for~~THE ~~the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants~~COMPANY, ~~was~~WERE ~~not~~CANCELLED ~~prepared~~WITHOUT inCONSIDERATION ~~accordance~~AND ~~with~~HAVE ~~generally~~NO ~~accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment and reconciliation~~VALUE. Therefore, the Monthly Operating Report does not necessarily contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

~~Cautionary~~The ~~Note~~Company ~~Regarding~~will ~~Forward-Looking~~shortly ~~Statements~~file a Certification of Termination of Registration on Form 15 with the Securities and Exchange Commission for the purpose of terminating the registration of its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon filing a Form 15, the Company will immediately cease filing any further periodic or current reports under the Exchange Act.

~~Certain~~Item statements and information included herein may constitute “forward-looking statements,” as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended, relating to future events of the Company3.03 ~~Such~~Material ~~statements~~Modifications are only predictions and involve risks and uncertainties, resulting in the possibility that actual events or performance will differ materially from such predictions as a result of certain risk factors. As such, readers are cautioned not to ~~place undue reliance on forward-looking statements, which speak only to management’s plans, assumptions and expectations as of~~ the ~~date~~Rights ~~hereof. Please refer to the Company’s Annual Report on Form 10-K for year ended December 31, 2014, filed with the SEC on March 16, 2015 and other SEC filings for a discussion~~ of ~~material~~Security ~~risk factors and additional information on factors which may cause the Company’s future results to materially vary from such forward-looking statements~~Holders. ~~The Company disclaims any duty to update or alter any forward-looking statements, except as required by applicable law.~~

~~Cautionary~~Pursuant ~~Statements~~to ~~Regarding~~the ~~Bankruptcy~~Plan, ~~Proceedings~~all outstanding equity interests of the Company, including but not limited to all outstanding shares of common stock, options, warrants or contractual or other rights to acquire any equity interests, were cancelled and extinguished on the Effective Date.

AsItem previously disclosed on Form 8-K filed with the SEC on August 6, 2015, after the closing of the Purchase and Sale Agreements authorized by the Bankruptcy Court and described therein, the Company has no further business operations7.01 ~~The~~Regulation only remaining assets to liquidate are non-operating assets consisting of the three GE LM 6000 PD gas fired turbine packaged power units, which have been transferred from a subsidiary to the Company in preparation for sale and liquidationFD. The Second Amended Plan of Liquidation and related disclosure statement has been approved pursuant to the Bankruptcy Court’s Confirmation Order. It is expected that the Second Amended Plan of Liquidation will become effective before year end 2015.

~~Following~~On ~~the~~December ~~Effective~~31, ~~Date of the Second Amended Plan of Liquidation~~2015, ~~all of~~ the Company’s ~~remaining~~issued ~~assets will be liquidated and the Company will be dissolved. As~~ a ~~result~~press ofrelease ~~the~~announcing ~~Confirmation Order,~~ the ~~holders~~effectiveness of the ~~Company’s capital stock will receive no distribution on account of their interests and cancellation of their existing stock~~Plan. ~~Accordingly,~~A ~~even~~copy ~~though the Company’s common stock may continue to be quoted on the OTC Pink Marketplace, it has no underlying asset value and the Company’s shareholders should not view the trading activity~~ of ~~its common stock on~~ the ~~OTC~~related ~~Pink~~press ~~Marketplace~~release oris ~~any~~attached ~~other market or trading platform~~ as ~~being~~Exhibit ~~indicative of the value the Company’s shareholders will receive, if any, as part of the Bankruptcy Case or in connection with any liquidation~~99.2.

Ongoing Reporting to Shareholders

The Company has suspended and plans to continue to suspend the filing of its regular SEC periodic reports on Forms 10-Q and 10-K given the Company has ceased to have an operating business based on the facts described above, and the likelihood that shareholders will receive no value for their shares. The Company will, however, continue filing Forms 8-K with respect to material developments concerning the Company until it has disposed of all remaining assets and is dissolved, as expected under state law. In connection with the Bankruptcy Court entering its Confirmation Order on November 12, 2015, the Company intends to file a Form 15 with the Securities and Exchange Commission to terminate the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and suspend its reporting obligations thereunder. Upon filing a Form 15, the Company will immediately cease filing any further periodic reports under the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exhibit 99.1		~~Monthly~~Notice ~~Operating~~of ~~Report~~Effective ~~for~~Date of the ~~period~~Plan ~~beginning~~for ~~November~~BPZ 1Resources, ~~2015 and ending November 30, 2015~~Inc.
Exhibit 99.2		Press Release, dated as of December 31, 2015

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.

	BPZ RESOURCES, INC.
	(Registrant)
Dated: December 22, 2015	By:	/s/ J. Durkin Ledgard
Dated: December 31, 2015	By:	/s/ J. Durkin Ledgard
	Name:	J. Durkin Ledgard
	Title:	Chief Legal, Administrative and Commercial Officer

INDEX TO EXHIBITS

Exhibit No.		Description
Exhibit 99.1		~~Monthly~~Notice ~~Operating~~of ~~Report~~Effective ~~for~~Date of the ~~period~~Plan ~~beginning~~for ~~November~~BPZ 1Resources, ~~2015 and ending November 30, 2015~~Inc.
Exhibit 99.2		Press Release, dated December 31, 2015

Filing Compare · BPZ RESOURCES, INC.