F - 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K/A
________________________________
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
October 14, 1996
________________________________
MASON OIL COMPANY, INC.
(Exact name of registrant as specified in its charter)
Utah 0-28184 87-109974
(State of Incorporation)(Commission File No.) (I.R.S. Employer
Identification No.)
6337 Ravenwood Drive
Sarasota, Florida 34243
(Address of principal executive offices)
(941) 351-3102
(Registrant's telephone number, including area code)
ITEM 2 Acquisition or Disposition of Assets
Pursuant to a Stock Purchase and Sale Agreement dated October 14,
1996, among Mason Oil Company, Inc., a Utah corporation (the
"Registrant"), Paul B. Ingram and John L. Naylor (the "Agreement")
the Registrant has acquired all of the outstanding stock of IAN
Holdings, Inc., a Cayman Islands corporation ("IAN Holdings") in
exchange for 6,000,000 shares of the Registrant's common stock. IAN
Holdings is the owner of all of the outstanding shares of Hemley
Exploration Pty. Ltd., an Australian corporation ("Hemley"). Hemley
is the beneficiary of certain petroleum exploration licenses,
regarding rights to certain petroleum exploration activities in
Australia, identified as Petroleum Exploration Licenses Nos. 61 and
63 (the "PELs"), issued by the Australia Ministry for Mines and
Energy, subject to an 3% overriding royalty obligation to Paul B.
Ingram and John L. Naylor. The Registrant's Board of Directors
approved all aspects of the transaction and specifically determined
that the consideration given in exchange for the IAN Holdings stock
fairly and adequately reflected the value received.
The stock of IAN Holdings, and the ancillary beneficiary interests in
the PELs, were acquired by the Registrant from Paul B. Ingram and
John L. Naylor. Mr. Ingram and Mr. Naylor are directors and officers
of the Registrant. Because of this relationship, all transactions
were submitted to and received approval by the independent and
unrelated member of the Registrant's Board of Directors.
Subject to receipt of the necessary financing, the Registrant plans
to pursue opportunities for petroleum exploration deriving from the
acquisition of the PELs. At present, officers of the Registrant are
involved in negotiations with various companies engaged in
exploration and exploitation of the petroleum reserves, as well as
potential petroleum purchasers. The PELs constitute the only
significant assets of Hemley, and Hemley has not conducted any
significant operations with respect to the PELs or otherwise.
ITEM 7. Financial Statements and Exhibits
(a) In accordance with Item 7(a)(1), the Registrant is filing the
required financial statements of the Company as an amendment to
the Form 8-K.
(b) The following exhibits are furnished herewith in accordance with
the provisions of Item 601 of Regulation S-K:
Reg. S-K
Exhibit No. Description Item No.
*2.1 Stock Purchase Agreement, dated
September 10, 1996, by and between
Craig Carpenter, Mason Oil Company,
Inc., Paul B. Ingram and John L.
Naylor, without attachments. 2
*2.2 Stock Purchase and Sale Agreement,
dated October 14, 1996, between
Mason Oil Company, Inc., Paul B.
Ingram and John L. Naylor. 2
o99 Financial Statements of IAN
Holdings Limited and Subsidiaries 99
o99 Pro Forma Financial Statements
99
* Previously filed.
o Filed herewith
ITEM 8
The Company has elected to adopt the fiscal year end of the
accounting acquirer (IAN Holdings Limited); therefore, no
transitional report will be filed.
ITEM 9
Effective September 10, 1996, in conjunction with the previously
filed stock purchase agreement between Craig Carpenter, Mason Oil
Company, Inc., Paul B. Ingram and John L. Naylor (Exhibit 2.1), John
L. Naylor, an Australian citizen acquired 650,000 shares of the
Company's common stock from the majority shareholder of Mason just
prior to the exchange.
Effective October 14, 1996, in conjunction with the previously filed
stock purchase and sale agreement between Mason Oil Company, Inc. and
John Leonard Naylor and Paul B. Ingram (exhibit 2.2), John Leonard
Naylor acquired an additional 3,000,000 shares of newly issued,
unregistered common stock of the Company.
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.
MASON OIL COMPANY, INC.
Date: February 18, 1997 By: /s/ Paul B. Ingram
Paul B. Ingram, President