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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) November 2, 2005
J.R. BASSETT OPTICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
033-27651 87-0469497
(Commission File Number) (IRS Employer Identification Number)
600 S.W. 10th Street
Ocala, Florida 34474
(Address of principal executive offices)
(352) 629-7509
(Registrant's telephone number, including area code)
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Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
Effective November 2, 2005, J.R. Bassett Optical, Inc. acquired the
mineral interest described below:
37% of the working interest
(1) Oil, Gas and Mineral Lease dated January 13, 1934 from
Ellen C. Wilson to S. F. Hurlbut recorded in Volume 15, Page
608 of the Oil & Gas Lease Records of Nueces County, Texas
insofar and only insofar as to 250 acres, more or less, being
the eastern 250 acres of the northern 250 acres of the 434.59
acre tract set aside to Leonora Bernard and more fully
described in that certain Partition Decree of the Estate of W.
W. Wright, Deceased, recorded in Book "H", Page 313 of the
Minutes of District Court of Nueces County, Texas.
(2) Oil, Gas and Mineral Lease dated December 9, 1950 from the
State of Texas to F. William Carr recorded in Volume 116, Page
100 of the Oil & Gas Lease Records of Nueces County, Texas
insofar and only insofar as to 5 acres, more or less, being
out of Tract 5 of the Nueces River containing 80 acres, said 5
acre tract being more fully described in that certain Gas Unit
Pooling Agreement dated November 28, 1966 for the Wilson-State
Gas Unit recorded in Volume 263, Page 126 of the Oil & Gas
Lease Records of Nueces County, Texas, including all
producing, non-producing and shut-in oil and gas wells
(hereinafter called "Wells") located on and/or associated with
said Leases, together with all mineral leasehold estates and
working interests created by such Leases, together with any
interests in contracts, agreements, pipelines, pipeline
right-of-ways or easements affecting or relating to said
Leases and all material, fixtures, personal property and
equipment associated with such Wells.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
On November 2, 2005, Robert E. Williams ("Seller") and Samuel M.
Skipper ("Buyer") completed the transactions contemplated by the Stock Purchase
Agreement (the "Agreement") dated October 19, 2005. Upon the terms and subject
to the conditions set forth in the Agreement, Seller sold to Buyer, and Buyer
purchased from Seller, eighty percent (80%) of the issued and outstanding shares
of capital stock, $.001 par value, of J.R. Bassett Optical, Inc.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Effective November 2, 2005, Robert E. Williams tendered his resignation
as officer and director of J.R. Bassett Optical, Inc. and Samuel M. Skipper was
elected as sole officer and director of the Corporation
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Financial Statements
J R BASSETT OPTICAL, INC.
BALANCE SHEET
November 2, 2005 December 31,
(Unaudited) 2004
--------- ----
Assets
Current Assets $ - $ -
Depreciable Assets-Property 155,000 -
Other Assets - -
----------- ----------
Total Assets $ 155,000 $ -
======= =============
Liabilities & Stockholders' Equity (Deficit)
Current Liabilities
Accounts Payable $ - $ 1,000
Accrued Expenses Payable - 3,500
Current Maturities of Long-term debt 73,613 -
---------- ----------
Total Current Liabilities 73,613 4,500
Long-Term Debt, Net of Current Maturities 81,387 -
--------- -------------
Total Liabilities 155,000 4,500
Stockholders' Equity:
Common Stock, $0.001 Par Value, 75,000,000 Shares
Authorized, 37,800,000 and 35,977,367 Shares Issued
and Outstanding 37,800 35,977
Capital Received in Excess of Par Value 27,334 17,657
Retained Earnings (Deficit) ( 65,134) ( 58,134)
--------- ----------
Total Stockholders' Equity (Deficit) - ( 4,500)
------------ -------------
Total Liabilities & Stockholders' Equity $ - $ -
============= ==============
J R BASSETT OPTICAL, INC.
STATEMENT OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
Ten Months Ended
November 2, 2005 December 31,
(Unaudited) 2004
-------------------------- ----
Net Sales $ - $ -
Expenses 7,000 8,091
--------- ---------
Net Income (Loss) Before Taxes ( 7,000) ( 8,091)
Income Taxes - -
---------- -------------
Net Income (Loss) ( 7,000) ( 8,091)
Retained Earnings (Deficit):
Beginning of Period ( 58,134) ( 50,043)
-------- ---------
End of Period ( 65,134) ( 58,134)
======== =========
Net Loss per Common Share $ - $ -
============== ==============
Weighted Average Common Shares Outstanding 37,800,000 35,977,367
J R BASSETT OPTICAL, INC.
STATEMENTS OF CASH FLOWS
Ten Months Ended
November 2, 2005 December 31,
(Unaudited) 2004
--------------------- ----
Cash Flows from Operating Activities:
Net income (loss) $( 7,000) $( 8,091)
Adjustments to reconcile net income to net cash provided
by operating activities:
Expenses and liabilities paid by issuance of stock 11,500 8,091
(Increase) Decrease in current assets - ( -)
Increase (Decrease) in current liabilities ( 4,500) -
-------- --------------
Net Cash Provided by Operating Activities - -
Cash Flows from Financing Activities
Issuance of long-term debt 155,000 -
Cash Flows from Investing Activities
Assignment of property (155,000) -
----------- ---------
Net Increase (Decrease) In Cash - -
Cash at Beginning of Period - -
-------- ---------
Cash at End of Period $ - $ -
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Non-cash Investing and Financing Activities:
Issuance of Stock in Exchange for Services and Payment
of Debt $ 11,500 $ 21,857
Assignment of Property $ 155,000 $ -
Liabilities and Expenses Paid by Issuance of Stock $( 11,500) $( 21,857)
Issuance of Long-term Debt for Assignment of Property $(155,000) $ -
Exhibits
Exhibit 1 - Assignment, Conveyance and Bill of Sale
SIGNATURE
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.
J.R. BASSETT OPTICAL, INC.
By: /s/Samuel M. Skipper
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Samuel M. Skipper, President
and Chief Executive Officer
Date: November 7, 2005
EXHIBIT 1
ASSIGNMENT, CONVEYANCE AND BILL OF SALE
STATE OF TEXAS____ ss.
- ------------------ ss.
COUNTY OF NUECES__ ss.
_________In consideration of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
SAMURAI ENERGY, L.L.C. (hereinafter referred to as "Assignor"), whose mailing
address is P.O. Box 421917, Houston, Texas 77242, does hereby BARGAIN, SELL,
ASSIGN, TRANSFER and CONVEY, subject to all of the provisions hereinbelow set
forth, to J.R. BASSETT OPTICAL, INC., (hereinafter referred to as "Assignee")
whose mailing address is 11757 Katy Freeway, Suite 1300, Houston, Texas 77079,
an undivided 37.00% interest in and to the oil and gas leases and any related
contract, whether recorded or unrecorded, and any Pooling Agreement (hereinafter
collectively referred to as the "Leases") more fully described as (1) Oil, Gas
and Mineral Lease dated January 13, 1934 from Ellen C. Wilson to S. F. Hurlbut
recorded in Volume 15, Page 608 of the Oil & Gas Lease Records of Nueces County,
Texas insofar and only insofar as to 250 acres, more or less, being the eastern
250 acres of the northern 250 acres of the 434.59 acre tract set aside to
Leonora Bernard and more fully described in that certain Partition Decree of the
Estate of W. W. Wright, Deceased, recorded in Book "H", Page 313 of the Minutes
of District Court of Nueces County, Texas and (2) Oil, Gas and Mineral Lease
dated December 9, 1950 from the State of Texas to F. William Carr recorded in
Volume 116, Page 100 of the Oil & Gas Lease Records of Nueces County, Texas
insofar and only insofar as to 5 acres, more or less, being out of Tract 5 of
the Nueces River containing 80 acres, said 5 acre tract being more fully
described in that certain Gas Unit Pooling Agreement dated November 28, 1966 for
the Wilson-State Gas Unit recorded in Volume 263, Page 126 of the Oil & Gas
Lease Records of Nueces County, Texas, including all producing, non-producing
and shut-in oil and gas wells (hereinafter called "Wells") located on and/or
associated with said Leases, together with all mineral leasehold estates and
working interests created by such Leases, together with any interests in
contracts, agreements, pipelines, pipeline right-of-ways or easements affecting
or relating to said Leases and all material, fixtures, personal property and
equipment associated with such Wells.
_________Assignor's right, title and interest in and to such Leases and Wells,
including the lands, contracts, fixtures, personal property, equipment, rights
and interests described above being collectively referred to hereinafter as the
"Properties".
_________This Assignment is intended to convey an undivided 37.00% interest as
to all right, title and interest in the Properties acquired by Assignor by that
certain Assignment, Bill of Sale and Conveyance dated March 22, 2004, but
effective as of January 1, 2004 from VTEX Energy, Inc. to Samurai Energy, L.L.C.
recorded as Document No. 2004018188 of the Official Public Records of Nueces
County, Texas, and Assignor does hereby BARGAIN, SELL, ASSIGN, TRANSFER and
CONVEY unto Assignee, and Assignee does hereby receive and accept the undivided
interest designated above in the Properties subject to all of the following
terms, provisions, and conditions hereof:
1._______This Assignment is made without warranty of title and without any
other warranty whatsoever, express or implied.
2. THIS ASSIGNMENT IS MADE WITHOUT WARRANTY EITHER EXPRESS OR
IMPLIED, AS TO THE QUANTITY, WEIGHT, GRADE, CONDITION, FITNESS
FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OF ANY AND ALL
WELLS, MATERIAL AND EQUIPMENT SUBJECT HERETO.
3. Except as may otherwise specifically be provided herein,
Assignor shall be entitled to all credits and proceeds of
production from and accruing to the Properties prior to the
Effective Date and shall be responsible for all reasonable and
necessary operating costs and expenses directly attributable
to the Properties prior to the Effective Date. Assignee shall
be entitled to all credits and proceeds of production from and
accruing to the Properties on and after the Effective Date and
shall be responsible for all costs, expenses, disbursements,
obligations and liabilities attributable to the Properties on
and after the Effective Date.
4. By accepting this Assignment, Assignee agrees that Assignees
has inspected and is familiar with the Properties and accepts
responsibility and liability for the present and future
condition of the Properties, and further agrees that this
conveyance of the Properties is on an "AS IS", "WHERE IS", and
"WITH ALL FAULTS AND DEFECTS-LATENT AND PATENT" basis.
5. Assignee hereby agrees to indemnify, protect and defend
Assignor against any and all environmental liability regarding
the Properties and further agrees to hold Assignor harmless
against any legal and/or financial liability which may be
assessed against Assignor resulting from any environmental
matters pertaining to the Properties, including, but not
limited to remediation and restoration costs, fines, penalties
and any other related expenses.
6. In regard to Assignor's interest in oil and gas Wells included
within the Properties, Assignee agrees to assume all Well
plugging liability and shall indemnify and hold Assignor
harmless against any monetary expense necessary to plug such
wells as may be required by the Railroad Commission of Texas,
or any other governmental authority. Assignee also agrees to
restore the surface of the Properties in accordance with
applicable governmental rules, regulations, laws and orders,
and as may be required under any lease, contract or other
agreement affecting the Properties.
7. Except as may otherwise specifically be provided herein,
Assignor shall be liable for all ad valorem taxes, real
property taxes, personal property taxes, and similar
obligations ("Property Taxes") accruing up to but excluding
the Effective Date. Assignee shall be liable for all Property
Taxes relating to the ownership of the Properties on and after
the Effective Date.
8. Except as may otherwise specifically be provided herein, all
taxes (other than income taxes) which are imposed on or with
respect to the production of oil, natural gas or other
hydrocarbons or minerals or the receipt of proceeds therefrom
(including but not limited to severance, production and
excise tax) shall be apportioned between the parties based
upon the Effective Date. All such taxes which accrued
prior to the Effective Date have been or will be properly
paid or withheld by Assignee and all statements, returns,
and documents pertinent thereto have been or will be
properly filed by Assignee on behalf of Assignor. Payment
or withholding of all such taxes which accrue on or after
the Effective Date and the filing of all statements, returns
and documents incident thereto shall be the liability
and responsibility of Assignee.
9. By acceptance of this Assignment, Assignee acknowledges that
Assignee's decision and election to purchase these Properties
has been made solely on the basis of its own independent
investigation of the Properties. Accordingly, Assignee
agrees and hereby acknowledges that Assignor has not made,
and ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND
THIS CONVEYANCE IS MADE BY ASSIGNOR WITHOUT ANY
REPRESENTATION, COVENANT OR WARRANTY, EXPRESS OR IMPLIED, AT COMMON
LAW, BY STATUTE, WORD USAGE OR OTHERWISE, RELATING TO:
(i) ANY COVENANT OR WARRANTY OF TITLE TO THE PROPERTIES
(INCLUDING, BUT NOT LIMITED TO, THE SUBJECT LEASES); THE
CONDITION OF THE PROPERTIES; AND (ii) ANY INFORMATION, DATA
OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO
ASSIGNEE BY OR ON BEHALF OF ASSIGNOR (INCLUDING, WITHOUT
LIMITATION, INFORMATION, DATA OR OTHER MATERIALS REGARDING
THE EXISTENCE OR EXTENT OF OIL, GAS OR ANY SUCH RESERVES,
THE VALUE OF SUCH RESERVES, ANY PRODUCT PRICING ASSUMPTIONS,
PRESENT OR PAST PRODUCTION RATES, COMPLIANCE WITH LEASE
TERMS, THE CONDTION OF ANY WELL, AND THE ABILITY TO SELL
OIL OR GAS PRODUCTION AFTER THE EFFECTIVE DATE). The
parties hereto agree that, to the extent required by
applicable law to be operative, the disclaimers of certain
warranties contained in this paragraph are "conspicuous"
disclaimers for the purposes of any applicable law, rule or
order.
10. Assignor convenants and agrees to execute and deliver to
Assignee all such other and additional instruments and other
documents and will do all such other acts and things as may be
necessary more fully to assure to Assignee or its successors
or assigns, all of the respective properties, rights and
interests herein and hereby granted or intended to be granted.
11. All of the provisions hereof shall inure to the benefit of and
be binding upon the respective successors and assigns of
Assignor and Assignee. All references herein to Assignor or
Assignee shall include their respective successors and
assigns.
12. It is the intention and agreement of Assignor and Assignee
hereunder that the provisions of this Assignment be severable.
Should the whole or any portion of a section or paragraph be
judicially held, to be void or invalid, such holding shall not
affect other portions which can be given effect without the
invalid or void portion.
13. This Assignment states the entire Agreement between the
Assignor and Assignee hereto with respect to the subject
matter hereof and may not be supplemented, altered, amended,
modified or revoked except in writing signed by each PARTY
hereto.
14. The convenants, indemnities, and obligations of the Assignor
and Assignee shall survive the Closing and not be merged in,
impaired, or abrogated by the consummation of such Closing or
the delivery of any documents or instruments on such Closing.
15. The persons signing below, by their execution, represent and
warrant that they have full and lawful authority to bind the
respective entities on whose behalf they are signing.
Executed by Assignor and Assignee on the 2nd day of November, 2005, but
this instrument is to be effective as of 7:00 o'clock a.m. on October 1, 2005,
being the Effective Date.
GRANTOR: SAMURAI ENERGY, L.L.C.
- --------------------------------
Samuel M. Skipper, President
GRANTEE: J.R. BASSETT OPTICAL, INC.
- ---------------------------------
Samuel M. Skipper, President
ACKNOWLEDGEMENTS
STATE OF TEXAS____ ss.
--------- ss.
COUNTY OF HARRIS__ss.
This instrument was acknowledged before me this the 2nd day of
November, 2005, by Samuel M. Skipper, President of Samurai
Energy, L.L.C., on behalf of said company.
---------
--------- --------------------------------
_________ Notary Public in and for the
_________ State of Texas
STATE OF TEXAS____ ss.
--------- ss.
COUNTY OF HARRIS__ ss.
This instrument was acknowledged before me this the 2nd day of
November, 2005, by Samuel M. Skipper, President of J.R.
Bassett Optical, Inc., on behalf of said company.
---------
--------- --------------------------------
_________ Notary Public in and for the
_________ State of Texas
After recording return to:
J.R. Bassett Optical, Inc.
11757 Katy Freeway, Suite 1300
Houston, Texas 77079