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): January 29, 2003
HOUSTON AMERICAN ENERGY CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-33027 76-0675953
(Commission File Number) (IRS Employer Identification No.)
801 Travis, Suite 2020, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 222-6966
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
1. On January 15, 2003, the Registrant and Rio Exploration Company, a Texas
corporation ("Rio"), executed an agreement whereby the Registrant acquired from
Rio a 12.5 percent interest of 100 percent interest in Hupecol, LLC, a Texas
limited liability company, and the Tambaqui Association Contract composed of
36,000 hectares, more or less, and to be known as the Tambaqui Association
Contract issued by ECOPETROL and the State of Casanare, Columbia. The total
consideration for the agreement was $312,500, which was paid by the Registrant
on January 29, 2003. The source of the funds used to pay the consideration for
the agreement was corporate funds. The purchase price for the agreement was
arrived by arms-length negotiations between the Registrant and Rio.
2. Although the agreement closed on January 29, 2003, it became effective
from and after January 1, 2003. It is important to note that the Registrant
acquired the subject interest through ownership in Hupecol, LLC. The effect is
the same as if the Registrant owns beneficially a 12.5 percent interest in the
subject interest.
3. It was understood by the parties that Hupecol, LLC is in the process of
forming a new limited liability company, which will be the sole owner of the
Tambaqui Association Contract, of which Rio will be assigned, and be the owner
of a 16.38102 percent of 100 percent share of the new "Tambaqui Limited
Liability Company." Upon assignment to Rio of the "Tambaqui Limited Liability
Company," Rio agrees to assign to the Registrant a 12.5 percent of 100 percent
interest in Tambaqui LLC, within five working days of the date assigned to Rio.
4. In addition to the consideration for the purchase of the subject
interest, the Registrant has agreed to send to Hupecol, LLC the amount of
$168,579.38 upon a cash call from Hupecol, LLC.
5. Rio has agreed to furnish the Registrant with copies of all data
pertinent to the Tambaqui Block, including, but not limited to, contracts,
geophysical data, log data, or data requested by the Registrant that is
currently available to Rio and Hupecol, LLC, or generated for the benefit of the
parties and shall be owned by the parties in proportion to their interest in the
contract and any such party shall be entitled to copy such data. The party or
parties requesting such data shall pay all cost of reproduction of such data.
6. The agreement shall be supplemented by a (mutually agreeable by all
parties subject to the contract) Joint Development and Operating Agreement that
will be attached to the new "Tambaqui Limited Liability Company" incorporating
the principal terms, conditions, and provisions set forth in the agreement and
such other provisions as are essential to the management and operation of the
proposed LLC and Association Contract.
7. Nothing contained in the agreement shall be deemed in any way or manner
to prohibit or restrict in any way the right or freedom of any party thereto to
engage in oil and gas activities outside the Tambaqui Block in Colombia, South
America. However, if either party thereto enters into a geological project, such
as geological mapping or other oil and gas activity and decides to go forward
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with an oil and gas project and enters into an association contract, both
parties to the agreement agree to offer each other the right to participate for
a 12.5 percent working interest on or at cost basis, whether it be with the
companies that are subject to the agreement or their principles or assigns for a
period of five years from the date of the agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
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None. Financial statements with respect to Hupecol, LLC, a Texas
limited liability company, and the Tambaqui Association Contract will
be filed within the time permitted by the regulations of the
Securities and Exchange Commission, inasmuch as such financial
statements have not been completed as of the date hereof.
(b) Exhibits.
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The following exhibit is filed herewith:
Exhibit 10.1. Letter Agreement with Rio Exploration Company with
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respect Hupecol, LLC and the Tambaqui Association Contract.
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.
Date: February 11, 2003 HOUSTON AMERICAN ENERGY CORP.
By /s/ John F. Terwilliger
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John F. Terwilliger, President
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