UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities
Exchange Act
Date
of
Report (Date of Earliest Event Reported): October
19, 2007
BRIGHTON
OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or
other jurisdiction of incorporation or organization)
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01-28911
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91-1869677
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(Commission
File No.)
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(IRS
Employer Identification No.)
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15851
Dallas Parkway Suite 190 Addison TX 75001
(Address
of principal executive offices)
(972)
450-5995
(Registrant's
telephone number, including area code)
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:
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 (17CFR 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
Brighton
Oil & Gas, Inc. (the "Company") entered into a Contract of Sale with K &
D Equity Investments, Inc. ("K & D") for all right, title and interest to
certain oil producing leases comprised of seventeen well oil leases in
Throckmorton County, Texas. The Company will issue 50,000,000 shares of its
common stock, $.001, in restricted form to K & D for this lease. A copy of
the Contract for Sale is attached hereto as Exhibit 10(19).
ITEM
3.02
Unregistered Sales of Equity Securities
The
Company acquired all right, title and interest to a seventeen well oil leases
in
Throckmorton County, Texas from K & D Equity Investments, Inc., a Texas
corporation, in exchange for the issuance of 50,000,0000 shares of the Company's
common stock in restricted form.
The
Company has stopped transfer and/or cancelled 59,545,752 shares of its common
stock previously issued to certain shareholders over the past year which the
Company believes to have been issued erroneously and without sufficient
consideration.
ITEM
5.02
Departure of Directors or Principal Officers; Election of Officers; Appointment
of Principal Officers.
On
October 19, 2007, the Company appointed R. Wayne Duke as a director to fill
a
vacancy on the Board of Directors. With
over
25 years MRO industry experience, Mr. Duke is CEO of USMETRICS, INC. Mr.
Duke is also chairman and CEO of Industrial Clearinghouse, one of the largest
private clearinghouses for MRO industrial products, and is known as an innovator
in the MRO industry. Prior to Industrial Clearinghouse, Mr. Duke was
founder and operating principal of several companies, all related to the MRO
industry, which were either sold or merged into larger companies. Mr. Duke
holds a BBA in Finance and a Masters Degree in Business from The University
of
North Texas.
(a) The
Company filed a press release on October 19, 2007, which is attached hereto
as
an exhibit.
(b)
The
information in this Form 8-K shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific
reference in such filing.
ITEM
9.01
Financial Statements and Exhibits
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Exhibit
No.
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Description
of Exhibit
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10(19)
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Contract
for Sale by and between Brighton Oil & Gas, Inc. and K &D Equity
Investments, Inc.
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99(i)*
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October19,
2007 Press Release
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*
Filed
herewith
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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By:
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/s/
Charles Stidham
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Name
Charles Stidham
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Chief
Executive Office
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