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)
March 31, 2008
ROYALITE PETROLEUM COMPANY INC.
(Exact name of registrant as specified in its charter)
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NEVADA
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000-26729
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88-0427619
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer Identification No.)
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incorporation)
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2580 Anthem Village Drive, Suite 112
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Henderson, NV
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89052
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(360) 201-0400
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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:
[ ] 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))
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
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Agreement with May Petroleum, Inc.
On April 2, 2008, Royal Petroleum Company Inc. (the "Company")
entered into an Agreement with May Petroleum, Inc., a Texas company ("May"), to
acquire May's interest in an oil and gas prospect (the "Prospect") in Matagorda
County, Texas (the "Agreement").
May has developed an oil and gas prospect in Matagorda County,
Texas (the "Prospect"), including obtaining an assignment of a Purchase and Sale
Agreement (the "Purchase and Sale Agreement") to acquire a 70% net revenue
interest in a lease covering approximately 1,500 acres (the "Airport Lease") and
obtaining and reviewing significant geophysical, geological, title and
engineering data (the "Data") on the Airport Lease and an area of mutual
interest (the "Area of Mutual Interest") covering 30 square miles surrounding
the Airport Lease.
Under the terms of the Agreement, May transferred and assigned
to the Company all its right, title and interest in the Prospect, the Purchase
and Sale Agreement and the Data in consideration of the following:
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1.
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the issuance to May of 50,000,000 shares (the "Shares")
of the Company's common stock within five (5) business days of the date of
the Agreement; and
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2.
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the reimbursement to May within thirty (30) days of the
date of the Agreement of the $100,000 deposit paid by May under the
Purchase and Sale Agreement.
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The Agreement also contemplates that any other property
interest acquired in the Area of Mutual Interest shall become part of the
Prospect and subject to the Agreement.
The Company will be responsible for making all payments and
completing all acts required under the Purchase and Sale Agreement or any other
agreements in respect of properties comprising the Prospect. Under the terms of
the Purchase and Sale Agreement, the Company will be required to pay an
additional $900,000 as follows:
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(a)
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$400,000 by April 21, 2008; and
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(b)
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$500,000 by July 13, 2008.
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Under the terms of the Airport Lease, the Company will be
required to commence drilling operations on or before August 1, 2008; in
addition, the Company will be obligated to pay an operation bonus payment of
$150,000 to the landowner.
May is a company controlled by Norris R. Harris, the Company's
Chairman, Chief Executive Officer and Director. Although the Agreement was
entered into on April 2, 2008, its principal terms were negotiated with Mr.
Harris prior to him becoming a director or officer on the Company on March 31,
2008.
A copy of the Agreement is attached as an exhibit and
incorporated herein by reference to this Current Report on Form 8-K.
In order to maintain the Prospect, the Company will be
required to obtain substantial financing. Although, the Company has arranged for
a private placement offering of its common stock as disclosed under Item 7.01
below, there are no assurances that the private placement offering will be
completed or that the Company will be able to arrange sufficient financing to
enable it to make the required payments required under the Purchase and Sale
Agreement or any other agreements in respect of properties comprising the
Prospect.
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ITEM 2.01
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COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.
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The entry into the Agreement with May Petroleum, Inc. as
described under Item 1.01 above contemplates an acquisition of a significant
amount of assets, otherwise than in the ordinary course of business. The full
details of the transaction are described in Item 1.01 above.
Norris R. Harris, the Company's newly appointed Chairman, Chief
Executive Officer and Director, is a controlling shareholder of May Petroleum,
Inc. The consideration for the acquisition of the assets was determined by
arms-length negotiation before Mr. Harris has been appointed a director or
officer of the Company.
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ITEM 3.02
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UNREGISTERED SALES OF EQUITY SECURITIES.
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On April 2, 2008, the Company issued 50,000,000 shares of its
common stock pursuant to the Agreement dated effective April 2, 2008 between the
Company and May Petroleum, Inc., as described under Item 1.01 above. The Company
also issued 500,000 shares to each of Greg Barnes and Catherine Morgan as a
finders fee in connection with the acquisition of the Prospect from May
Petroleum, Inc.
The shares have been issued in accordance with an exemption
from the registration requirements of the Securities Act provided by Rule 506 of
Regulation D promulgated under the United States Securities Act of 1933, as
amended (the "Securities Act") based on their representations and warranties
that they are "accredited investors" as defined in Rule 501 of Regulation D of
the Securities Act.
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ITEM 5.01
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CHANGES IN CONTROL OF REGISTRANT.
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The issuance on April 2, 2008 of 50,000,000 shares of the
Company's common stock to May Petroleum, Inc. pursuant to the terms of the
Agreement as described under Item 1.01 above has resulted in a change in control
of the Company.
As a result of the issuance of the shares, May Petroleum, Inc.
now holds 56.68% of the Company's issued and outstanding common stock. Norris R.
Harris, the Company's newly appointed Chairman, Chief Executive Officer and
Director, is a controlling shareholder of May Petroleum, Inc. and accordingly,
indirectly holds 56.68% of the Company's issued and outstanding common
stock.
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS;
ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
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Appointment of New Director and Officer
Effective March 31, 2008, the Company appointed a new director
and officer as set out below:
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Name of Director/Officer
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Age
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Position
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Norris R. Harris
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74
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Chief Executive Officer,
Chairman and Director
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Mr. Harris has considerable experience over the past 50 years
in oil and gas exploration, founding and restructuring of oil and gas companies
and in oil and gas drilling and operations. Mr. Harris has been a member of the
AAPG (American Association of Petroleum Geologists) since October 20, 1980 and
is an Emeritus Member of the Society Exploration Geophysicists. Mr. Harris has
an extensive base of contacts in the oil and gas industry and the Company
believes his appointment will provide the expertise required for the Company to
properly evaluate and exploit its existing oil and gas properties and to seek
other opportunities in the oil and gas industry.
Over the past five years, Mr. Harris's business experience is
as follows:
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From January 1, 2003 to present, Mr. Harris owned and operated Gulfport
Oil And Gas, Inc.;
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From January 1, 2006 to present, he owned and operated Range Resources;
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From January 1, 2007 to present, he owned and operated May Petroleum,
Inc.; and
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Since 1988 he has drilled wells for his own account in Alabama and Texas.
Mr. Harris has also acted as an officer or director of Texas
Arkansas Petroleum Company, Centex Oil & Gas Inc., and Basin Exploration
Corporation, all of which corporations were engaged in oil and gas exploration.
He also has considerable international oil and gas exploration experience as a
geophysicist with Mobil Oil Corporation where he worked in Turkey, Austria,
Holland, England (North Sea) and Nigeria.
Our directors are appointed for one year terms to hold office
until the next annual general meeting of our stockholders or until removed from
office in accordance with our by-laws. Our officers are appointed by our Board
of Directors and hold office until removed by our Board of Directors.
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Compensatory Arrangement with Harris
On April 2, 2008, the Company entered into a management
agreement with Mr. Harris. Pursuant to the terms of the agreement, Mr. Harris is
to be paid a management fee of $10,000 per month based on Mr. Harris committing
90 hours per month on the Company's business development in consideration for
acting as the Company's Chairman and Chief Executive Officer and providing
management services to the Company. The term of the agreement is for a period of
two years expiring at the close of business on March 31, 2010, unless otherwise
terminated pursuant to the terms of the agreement or extended by the Board.
A copy of the above referenced management agreement is attached
as an exhibit and incorporated herein by reference to this Current Report on
Form 8-K.
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ITEM 7.01
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REGULATION FD DISCLOSURE.
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Private Placement Financing
The Company also announces that its Board of Directors has
approved a private placement of up to 8,000,000 shares of its common stock at a
price of $0.25 per share for aggregate gross proceeds of $2,000,000 (the
"Offering"). The purchase price represents a discount of approximately 8% from
the average closing price of the Company's common stock for the last ten trading
days. The proceeds of the Offering will be used to fund the Company's business
and for working capital purposes. The Offering is intended to be made to
accredited investors pursuant to Rule 506 of Regulation D promulgated under the
Securities Act. There is no assurance that the Offering will be completed on the
above terms or at all.
The above does not constitute an offer to sell or a
solicitation of an offer to buy any of the Company's securities in the United
States. The securities have not been registered under the Securities Act and may
not be offered or sold within the United States or to U.S. persons unless an
exemption from such registration is available.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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SIGNATURE
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.
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ROYALITE PETROLEUM COMPANY INC.
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Date: April 4, 2008
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By:
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/s/ Logan B. Anderson
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__________________________________
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LOGAN B. ANDERSON
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Chief Financial Officer
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4
Royalite Petroleum (CE) (USOTC:RYPE)
過去 株価チャート
から 5 2024 まで 6 2024
Royalite Petroleum (CE) (USOTC:RYPE)
過去 株価チャート
から 6 2023 まで 6 2024
