SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDED FORM 8-K
CURRENT REPORT
MARCH 26, 1998
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Date of Report (Date of earliest event reported)
JAVA GROUP, INC.
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Exact name of registrant as specified in its charter
DELAWARE 0-23920 11-2987370
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation
141-6200 McKay Avenue -- Box 884, Burnaby, B.C. Canada V5H 4M9
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(Address of principal executive offices) (Zip Code)
(604) 412-9812
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(Registrant's telephone number, including area code)
404-999 Canada Place Vancouver, B.C. Canada V6C 3E2
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(Former Name or Former Address, if Changed Since Last Report
ITEM 2. ACQUISITION OF ASSETS
JAVA GROUP, INC. (the "Company"), consummated a Purchase of Assets
Agreement (the "Purchase Agreement") between the Company and DNR RESOURCES,
INC., a public Delaware corporation ("Seller"). Subject to the terms of the
Purchase Agreement, the Company acquired all of Sellers rights, title and
interest in and to oil and gas properties, both real and personal, located in
Bossier Paris, Louisiana in the Nacatoch Fireflood SU3, Bodcaw Fee B, and
Bellevue fields. The Purchase Agreement included all well head and operating
equipment, operating supplies, furniture, fixtures, computer software, shop
inventory, accounts receivable, cash flow from operations, and leasehold
improvements. This included 62 operating wells, 41 rework wells, and 5 wells to
be drilled.
In exchange for the property acquired the Company issued three million
(3,000,000) share of Series A Convertible Preferred Stock ($.0001 par value)
which will at the Company's option be redeemed or converted on or before sixty
months. Each share of Preferred Stock will, at the Company's option, be either
(1) convertible into said number of the Company's common stock to equal a fair
market value of $3,000,000 (plus any accrued and unpaid dividends) at the time
of conversion based upon the average prices of such shares during the five
trading days preceding the date of the Company's election, or (2) be redeemed in
sixty months (60) for cash in the amount of $2,500,000 plus any accrued and
unpaid dividends. The Company may convert the Preferred Stock into shares of
common stock at any time; however if not converted prior to sixty months the
Company is obligated to redeem said shares. Should the Company elect to convert
the Preferred Stock to common stock, the Company will use it's best efforts to
ensure that it has an amount of common stock sufficient to accomplish the
conversion.
ITEM 7. EXHIBITS.
99.1 Purchase of Assets dated March 26, 1998 among Java Group, Inc. and
DNR Resources, Inc.
99.2 Certificate of Designations, Rights and Preferences of the Series A
Convertible Preferred Stock of the Company.
99.3 Audited statements of DNR Resources, Inc. dated March 31, 1998 are
required to be filed on or before May 27, 1998.
99.4 Pro forma financial information combining DNR Resources, Inc. dated
March 31, 1998 is required to be filed on or before May 27, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: April 3, 1998.
JAVA GROUP, INC.
By: /s/ Rob Gillingham
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Rob Gillingham, President