SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
March 5, 2002
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Date of Report
(Date of Earliest Event Reported)
CYBERTEL COMMUNICATIONS CORP.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-26913 86-0862532
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
2820 La Mirada Drive, #H
Vista, California 92083
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(Address of Principal Executive Offices)
(858) 646-7410
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Registrant's Telephone Number
Item 2. Acquisition or Disposition of Assets.
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On March 5, 2004, Cybertel Communications Corp., a Nevada corporation
(the "Company"); Core Energy, LLC, a Nevada limited liability company
("Core"); and the members of Core executed an Agreement and Plan of
Reorganization by which the Company agreed to acquire a 51% ownership interest
in Core in consideration of the issuance of 10,000,000 "unregistered" and
"restricted" shares of the Company's common stock to the members of Core (the
"Plan"). At the closing of the Plan and following the issuance of the
10,000,000 shares to the Core members, there were 1,767,048,647 issued and
outstanding shares of the Company's common stock.
Under the Plan, the Company also agreed to fund Core up to $300,000, with
$100,000 of that amount to be paid upon closing. In the event of a public
offering by Core or a merger or acquisition by Core with a publicly-traded
company, the other Core members will have the right to re-acquire additional
membership interests such that they collectively have a 75% membership
interest in Core. In such an event, the purchase price will be $384.62 for
each 1% interest so re-acquired. However, in no event is the Company's
interest in Core to fall below 25%.
Prior to the closing of the Plan, there were no material relationships
between the Company and Core or any of their directors, executive officers or
other control persons.
Core is a small oil and gas producer with operations in Bakersfield,
California and Independence, Kansas. The focus of all production activities
to date centers around the basic concept of low entry cost into a field while
maximizing the life of the investment return. Primary goals have been to
acquire "stripper well fields" (stripper wells are wells that produce ten
barrels of oil a day or less). Core has been successful in bringing several
completely dormant fields in California to over 100 barrels a day in
production within a 10-month period with limited resources.
The principals of Core have developed relationships within the
California, Texas and Kansas oil and gas communities. These relationships
have helped Core find opportunities for development, exploitation and
acquisition. They may come in the form of property from a major oil company,
or from local small producers. There are a vast amount of stripper wells
available in many states that still have years of useful life and cash flow
possibilities.
Presently, Core's California operations include approximately 150 wells
that are candidates for return to production operations. In production now,
the well count is 52. The Kansas well count is over 600, with approximately
85 on production. Total daily oil production is currently over 160 barrels.
Gross cash flow runs over $100,000 monthly, which covers operations and
reinvesting any net back into the fields.
Core's business plan calls for continued field development in the two
states it currently is operating in and putting wells on-line as quickly and
efficiently as possible on a daily basis. Some of the overall business plan
calls for enhanced recovery techniques to be used for production methods, i.e.
steam, well re-completions, frac work along with gels and acid work-over
treatments. Any enhanced recovery concepts used are evaluated to meet certain
internal rates of return for the investment. The planned two year capital
expenditure budget for these areas is $5,000,000.
Core was founded by Ted Lamare and George Snider, both of whom have
worked in the oil industry over the last seven years. Core presently employs
nine people in two states. Its principal office is located in Bakersfield.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Businesses Acquired.
These financial statements will be provided as soon as they are
available, but within 75 days from the date of this Current Report, or on or
before May 19, 2004.
(b) Pro Forma Financial Information.
These pro forma financial statements will be provided as soon as
they are available, but within 75 days from the date of this Current Report,
or on or before May 19, 2004.
(c) Exhibits.
Exhibit No. Description
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2 Agreement and Plan of Reorganization
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
CYBERTEL COMMUNICATIONS CORP.
Date: 3-19-04 By: /s/Richard D. Mangiarelli
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Richard D. Mangiarelli
CEO, President and Director