1
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 26, 1999
QUINTESSENCE OIL COMPANY
(Exact name of registrant as specified in its charter)
Wyoming 0-21811 83-0317306
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.
incorporation)
4424 Skylane Avenue, Riverton Wyoming 82501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (307) 856-1577
-------------------------------------------------
(Former name or former address, if changed since last report)
- 1 -
2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Stock Purchase Agreement (the "Agreement") by
and between Quintessence Oil Company (the "Registrant") and various investors
specified therein (the "Investors"), dated as of March 26, 1999, the Registrant
sold to the Investors, and the Investors purchased from the Registrant, an
aggregate of 4,840,000 shares of its Common Stock, par value $0.00001 per share
(the "Common Stock"), representing approximately 82.88% of all of the
outstanding shares of the Registrant, at a price of $0.001 per share, or an
aggregate price of $4,840.00. The consummation of such purchase and sale
occurred on March 26, 1999 after the Board of Directors of the Registrant
approved of the transactions contemplated by the Agreement. Such stock purchase
by the Investors has resulted in a change in control of the Registrant and the
Investors ownership of approximately 82.88% of the equity and voting power of
the Registrant provides the Investors with the power to elect a majority of the
Board of Directors of the Registrant, and accordingly, the power to direct the
business and affairs of the Registrant.
The Investors obtained all of the funds required for the acquisition of
the shares of Common Stock referred to above from personal funds.
Immediately prior to the transactions contemplated by the Agreement, the
Board of Directors of the Registrant consisted of Nick Bebout, Tom Kerr and Tom
Swanson who owned 21.88%, 0% and 17.5%, respectively, of the then outstanding
shares of Common Stock of the Registrant. In addition, Mr. Bebout was the
President and Treasurer, Mr. Kerr was the Vice President and Mr. Swanson was the
Secretary of the Registrant.
Subsequent to the closing of the transactions contemplated by the
Agreement, Messrs. Bebout, Kerr and Swanson resigned from their posts as
officers of the Registrant and Messrs. Kerr and Swanson resigned as directors.
Mr. Bebout then appointed Raymond Wedel, Jr. and Donald Christensen as directors
to replace the two directors who resigned. Thereafter, Mr. Bebout resigned as a
director. Mr. Raymond Wedel was then appointed the President, Secretary and
Treasurer of the Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Stock Purchase Agreement between Quintessence
Oil Company and the Investors dated March 26,
1999.
99.1 Press Release dated April 19, 1999.
- 2 -
3
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.
QUINTESSENCE OIL COMPANY
a Wyoming corporation
Date: April 15, 1999 By: /s/ Raymond Wedel
-------------------------------------
Name: Raymond Wedel
Title: President, Secretary
and Treasurer
- 3 -