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):
May 8, 1998
SUNBURST ACQUISITIONS II, INC.
Colorado
(State or other jurisdiction of incorporation or organization)
0-22661
(Commission File No. )
84-1388857
(I.R.S. Employer
Identification No.)
5599 San Felipe, Suite 620
Houston, Texas
(Address of principal executive offices)
77056
(Zip Code)
Registrant's telephone number, including area code: (713) 850-9993
4807 South Zang Way, Morrison, Colorado, 80465
------------------------------------------------------
(Former address, if changed since last report)
INFORMATION INCLUDED IN THIS REPORT
Item 1. Changes in Control of Registrant.
On May 8, 1998, Registrant entered into a asset acquisition transaction,
more fully described in Item 2 below, in which Stephen Noser and Samuel Skipper
acquired 77.7% of the voting rights of Registrant and in the process became the
sole two directors of Registrant. In addition, Mr. Noser became the President,
Secretary, and Assistant Treasurer of the Registrant, and Mr. Skipper became the
Chairman of the Board and Chief Executive Officer of Registrant. Previous to
the transaction, Michael R. Quinn and Jay Lutsky controlled 74.37% of the votes
of Registrant and acted as Registrant's directors and executive officers.
In the transaction, Mr. Noser subscribed for 1,000,000 shares of
Registrant's common stock, no par value ("Common Stock") for a total
consideration of $1,000 and received 250,000 shares of Registrant's class B
preferred stock ("Class B Preferred Stock") upon becoming a director. The Class
B Preferred Stock is not convertible but has 100 votes for every share of Class
B Preferred Stock. Mr. Noser also owns 50% of Vector Energy Corporation, a Texas
corporation ("Vector"), which received 333,333 shares of Common Stock in
exchange for assets that Vector transferred to Registrant. Mr. Noser owns 35.9%
of the total votes of Registrant.
Also in the transaction, Mr. Skipper subscribed for 5,433,334 shares of
Common Stock for a total consideration of $1,000 and received 250,000 shares of
Class B Preferred Stock upon becoming a director. Mr. Skipper owns 41.8% of the
total votes of Registrant.
In connection with this transaction, Registrant changed its principal place
of business and principal telephone number from 4807 South Zang Way, Morrison,
Colorado, 80465, (303) 979-2404, to its present location and phone number at
5599 San Felipe, Suite 620, Houston, Texas, 77056, (713) 850-9993.
Item 2. Acquisition or Disposition of Assets.
As mentioned in Item 1, on May 8, 1998, Registrant entered into an asset
acquisition transaction by which Registrant acquired substantially all of its
present operating assets. The transaction consisted of a Asset Purchase
Agreement executed by Registrant and Vector under which Vector transferred all
or substantially all of its assets to Registrant, including its rights to two
asset purchase agreements with Lisbon Development Company. L.L.C., a Texas
limited liability company ("Lisbon"), and Taurus Operating, Inc., a Texas
corporation ("Taurus") dated March 23, 1998 ("Lisbon Contract") and March 31,
1998 ("Taurus Contract"), respectively.
Other than the rights to the above mentioned asset purchase contracts with
Lisbon and Taurus, Vector's assets acquired by Registrant were nonoperated
working interests and royalties in approximately 80 producing oil and wells
located primarily in Oklahoma and Kansas. These working interests and royalty
interests accounted for approximately 2% to 3% of the aggregate value of the
Vector assets being transferred to Registrant. Registrant also acquired from
Vector a wholly owned subsidiary of Vector, Vector Exploration, Inc., a Texas
corporation ("Vector Exploration"), which then became a wholly owned subsidiary
of Registrant. Vector assigned its rights to the Lisbon Contract to Vector
Exploration previous to Registrant's acquisition of Vector Exploration. In
exchange for these assets and the rights under the contracts, Vector received
333,333 shares of Common Stock.
Pursuant to the asset acquisition transaction, Registrant, through its
newly acquired wholly owned subsidiary Vector Exploration, exercised the rights
under the Lisbon Contract by which Vector Exploration acquired 13 producing oil
and gas wells located in East Texas and North Louisiana. These assets currently
are held in Registrant's wholly owned subsidiary Vector Exploration. In
exchange for these Lisbon assets, Vector Exploration delivered to Lisbon 30,000
shares of Registrant's class AA 6% cumulative convertible preferred stock
("Class AA Preferred Stock") and assumed $6.1 million in secured debt and
$800,000 in accounts payable. The secured debt assumed by Registrant is a
credit facility secured by the production on the acquired producing properties
that allows Registrant access to a line of credit of up to $10 million with a
national bank. These Lisbon liabilities, just as the Lisbon assets, are held by
Registrant's wholly owned subsidiary Vector Exploration The Class AA Preferred
Stock is convertible and votes at a rate of 333.33 to one share of Class AA
Preferred Stock.
Registrant also exercised its assigned rights under the Taurus Contract,
which were assigned directly to Registrant, and acquired the Westbrook Field
located in Mitchell County, Texas. In exchange for this asset, Registrant
issued to Taurus 710,400 shares of Common Stock.
In connection with the above transaction, Registrant additionally issued
1,833,333 shares of Common Stock and a warrant to purchase an additional
1,000,000 shares of Common Stock at an exercise price of $.03 per share to
subscribers in exchange for an aggregate consideration of $501,000.00.
Item 7. Financial Statements and Exhibits.
Registrant will file its financial statements and pro forma financial
information in an amendment hereto within 60 days of the date of this filing.
Exhibit 2.01 Asset Purchase Agreement between Registrant and Vector.
Exhibit 2.02 Lisbon Agreement
Exhibit 2.03 Taurus Agreement
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.
Dated: May 23, 1998.
SUNBURST ACQUISITIONS II, INC.
By: /s/ Stephen Noser
-----------------------------------
Stephen Noser, President