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) ~~May~~August 1424, 2015

~~Treaty~~Trimerica Energy Corporation ~~(Exact name of registrant as specified in its charter)~~

(Exact name of Registrant as specified in its charter—formerly

Treaty Energy Corporation)

Delaware

000-28015

88-0884116

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

201 St. Charles Avenue, Suite 2513

New Orleans, LA 70170

(Address of principal executive offices)

504-754-~~6986~~6987

(Registrant’s telephone number, including area code)

____________________________________________

(Former name or former address, if changed since last report)

Treaty Energy Corporation (address unchanged)

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))

EXPLANATORY NOTE

Effective August 21, 2015, the issuer changed its name to Trimerica Energy Corporation (from Treaty Energy Corporation), and re-domiciled to Delaware (from Nevada). ~~See~~Those ~~Exhibit~~changes 3are reflected in the Form 8-K (the “Prior 8-K”) filed with the Commission on its EDGAR system August 21, 2015.1 A corporate actions filing with FINRA was made August 24, 2015 in order to so reflect the changes herein specified. This is the first report being filed since engaging in the Delaware Section 251(g) reorganization and changing its name in Delaware to “Trimerica Energy Corporation” (hereafter, the “Company”).

As discussed below, effective August 21, 2015, now as Trimerica Energy Corporation, a Delaware corporation (formerly named Trimerica Energy Holdings, Inc., the “Holding Company”), became the successor issuer to Trimerica Services, Inc., a Delaware corporation (formerly named Trimerica Energy Corporation, a Delaware corporation, the “Predecessor”).2

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Holding Company Reorganization

On August 21, 2015, the Predecessor completed a corporate reorganization (the “Holding Company Reorganization”) pursuant to which the Predecessor became a direct, wholly-owned subsidiary of a new public holding company, the Holding Company. The Holding Company Reorganization was effected by a merger conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations.

In accordance with Section 251(g) of the DGCL, Trimerica Services, Inc. (“Merger Sub”), a Delaware corporation and an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed pursuant to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated August 17, 2015 (the “Merger Agreement”).

As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other equity holders became stockholders and equity holders, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.

In connection with the Holding Company Reorganization, the Predecessor changed its name from “Trimerica Energy Corporation” to “Trimerica Services, Inc.” and the Holding Company changed its name from “Trimerica Energy Holdings, Inc.” to “Trimerica Energy Corporation”

The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.

For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder.

The foregoing description of the Merger Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated by reference herein.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

See as well disclosure below outlined under “Other Events,” including appointment of a new President/CEO, David W. Shutte.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Prior to the date hereof, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company Reorganization, except for certain amendments that are permissible under Section 251(g)(4) of the DGCL. Subsequent to the Holding Company Reorganization and as contemplated in the Merger Agreement, the Holding Company filed an amendment to its Certificate to change its name to “Trimerica Energy Corporation” The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s capital stock immediately prior to the Holding Company Reorganization.

The Certificate and the Bylaws of the Holding Company are attached hereto as Exhibits 3.1 and 4.1, respectively, and are incorporated by reference into this Item 5.03.

ITEM 8.01. OTHER EVENTS

~~The~~On ~~common~~August ~~stock~~24, of2015, the ~~Holding~~ Company ~~trades~~filed onan ~~OTCMarkets~~application ~~under~~with ~~the~~FINRA ~~symbol~~to effect certain “~~TECO~~corporate actions,” ~~under~~specifically ~~which~~effecting ~~the~~(i) ~~common~~a ~~stock~~name ofchange ~~the~~to ~~Predecessor~~Trimerica ~~was~~Energy ~~previously~~Corporation ~~listed~~consistent ~~and~~with ~~traded.~~its Asreincorporation ain ~~result~~Delaware ofalluded ~~the~~to ~~Holding~~above ~~Company~~and ~~Reorganization,~~addressed in the ~~common~~Prior ~~stock~~8-K; of(ii) ~~the~~a ~~Predecessor~~1 ~~will~~for no11.5 ~~longer~~reverse besplit; ~~publicly~~(iii) ~~traded~~and a new trading symbol.

AsAssuming ~~disclosed in its March 16, 2015 Form 8-K: “…Because~~ the ~~addition~~review ofis ~~three~~concluded Directors to the Board constitutes a ‘change of control,’ the applicable Section 14(f) of the Securities Exchange Act of 1934 (the “Exchange Act’) provides that, “…prior to the time any such person takes office as afiled ~~director…the~~and ~~issuer~~consistent ~~shall file~~ with ~~the~~FINRA ~~Commission~~regulations, ~~and transmit to all holders of record of securities of~~ the ~~issuer…”~~following aresult ~~Schedule~~was ~~14-F~~requested ~~Change of Control Information Statement. In turn, Rule 14f-1 provides that such Schedule shall be forwarded~~ to all shareholders “…not less than 10 days prior to the date any such person[s] take office as a director...,” hereafter the “Effective Date.” Upon the Effective Date as defined…the prospective appointed Directors will be ~~added to the Board…” After the Combined Schedule 14-F and 14-C (Notice in Lieu of Proxy) Information Statement was sent to shareholders and became~~ effective, ~~a Board meeting was convened via conference call~~ on ~~May~~September 149, 2015. ~~On that date, those new directors~~ (~~Oral Glasco, John J. (“Sean”) Hickey and David Taylor) met for its first Board Meeting since~~ the ~~foregoing~~actual ~~change~~effective ofdate ~~control,~~would ~~joining~~be ~~the~~dependent ~~two~~upon ~~existing Board members (Christopher Tesarski and Andrew Kramer~~FINRA).: All five Directors participated in such Board Meeting constituting, among other activities, an Organizational Meeting, engaging in a number of housekeeping details (selection of officers, auditor, bank, counsel, transfer agent, etc.) and received reports from its officers (Messrs. Tesarski and Kramer), counsel and management’s contracted outside accountant and outlining, among other matters, needed actions to affirmatively address litigation, funding and regulatory issues facing the Company.

3 · The Company’s name will be changed to Trimerica Energy Corporation and FINRA will assign a new trading symbol, superseding the current TECO symbol. · The 1 for 11.5 roll back will be effective September 8, 2015 for shareholders of record on that date, reducing the number of common shares outstanding from 1,778,202,295 to 169,352,600 (rounding up to the next whole number if fractional shares result).

OnOnce ~~July 20~~effected, ~~2015,~~consistent ~~all five members of the Board met in New Orleans to continue to address actions needed to deal~~ with ~~litigation,~~current ~~funding~~management’s ~~and~~commitment ~~regulatory issues the Company is seeking~~ to ~~address.~~be ~~Consistent with securities requirements, the Board has instructed its officers and counsel to bring all SEC-mandated reports current, updating audits as appropriate and,~~ more ~~generally,~~disclosive ~~adopting~~in ~~a more active disclosure policy~~character, ~~making filings on~~ the ~~SEC’s~~Company ~~filing~~will ~~system~~issue asanother ~~substantive~~Form ~~events dictate, generally in lieu of social media. In that context, Forms~~ 8-K, ~~10-Ks, 10-Qs will follow as events warrant. During that July 2015 Board Meeting and prior~~ to ~~the~~reflect ~~Delaware reorganization outlined above,~~ the ~~Board~~outcome (i) reiterated the need to conclude its audit as soon as events warrant (including dealing with the gaps in disclosures new management inherited from prior management) and, following consultation with its securities counsel, (ii) concluded that prior management’s issuance of ~~multiple~~this ~~series~~FINRA offiling ~~preferred stock on “sweetheart” terms did not meet mandated state~~ and associated corporate standards and (unless, upon subsequent justification, such preferred shares were issued for full and proper consideration) did not meet appropriate fiduciary standards and, accordingly, as permitted by applicable Nevada authority, a single class of preferred was authorized to be issued, each share with a single vote and convertible into one share of common stock --not the purported 10,000 to one basis as to such preferred which had not already been converted. Both actions ~~were deemed to be in the best interests of the Company and the majority of its shareholders~~.

~~On August 17~~Also, ~~the~~once ~~Board~~FINRA ~~accepted~~approval received, the ~~resignation~~Company aswill ~~President~~also ~~and~~then ~~CEO~~take ofimmediate ~~Christopher~~action ~~Tesarski~~in ~~(who~~Delaware ~~will continue~~ to ~~serve~~reduce ~~as Chairman of~~ the ~~Company)~~authorized ~~and~~common ~~appointed~~shares ~~unanimously~~to ~~David~~an W.aggregate ~~Shutte as its new President and CEO. Mr. Shutte has been associated with multiple companies over a 35 year career across a broad spectrum (CEO~~650, ~~COO~~000,000 ~~CFO and General Counsel) of business development~~shares, ~~financing~~specifically ~~and legal roles in the energy industry~~645, ~~including five (5) successful energy company start-ups~~000,000 ~~two~~common ~~years with a wastewater treatment technology company and three~~ (3)from ~~years heading up~~ the ~~energy~~current ~~practice of an investment banking firm~~2.3 ~~Mr. Shutte has a Bachelor’s degree in Business (major in Accounting~~Billion) ~~from~~and ~~the University of Michigan~~5,000,000 ~~(i)~~preferred ~~an MBA in Finance~~ (from the ~~University~~current ~~of Detroit-Mercy and (iii) a law degree from Michigan State University. For more detail~~50, ~~see attached Press Release~~000, ~~Exhibit 99~~000).1.

In the context of the above “Other Events,” the Company’s Board and the management have been developing an operational plan intended to reflect the new direction of the Company. Such full operational plan will be released near term to all shareholders in the form of a shareholder communication in a form to be determined.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated August 17, 2015, by and among Trimerica Energy Corporation, Trimerica Energy Holdings, Inc. and Trimerica Services, Inc.
99.1		August 27, 2015 Press Release
3.1		Certificate of Incorporation of each participating entity.
3.2		Amended and Restated Certificate of Incorporation of Trimerica Energy Corporation and of Trimerica Energy Holdings, Inc.
3.3		Bylaws of Trimerica Energy Corporation.
99.1		August 21, 2015 Press Release

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.

	Treaty Energy Corporation (Registrant)
	Trimerica Energy Corporation (Registrant)
Date: August 21, 2015	By:	/s/ Andrew Kramer
Date: August 27, 2015	By:	/s/ Andrew Kramer
		Andrew Kramer General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated August 17, 2015, by and among Trimerica Energy Corporation, Trimerica Energy Holdings, Inc. and Trimerica Services, Inc.
99.1		August 27, 2015 Press Release
3.1		Certificate of Incorporation of each participating entity.
3.2		Amended and Restated Certificate of Incorporation of Trimerica Energy Corporation and of Trimerica Energy Holdings, Inc.
3.3		Bylaws of Trimerica Energy Corporation.
99.1		August 21, 2015 Press Release

Filing Compare · Trimerica Energy Corp