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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 31, 2007
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RADIAL ENERGY, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 333-113726 72-1580091
____________________________ ________________________ ______________________
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
1200 SMITH STREET, SUITE 1600
HOUSTON, TEXAS 77002
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(Address of principal executive offices, including zip code)
(713) 353-4963
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(Registrant's telephone number, including area code)
_____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.24d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.23e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously disclosed in our current report on Form 8-K filed on
April 21, 2006 and our quarterly report for the period ended June 30, 2006, we
had previously entered into a Letter of Intent dated April 19, 2006, and a
related Joint Operating Agreement effective as of May 11, 2006, pursuant to
which we acquired rights to a 20% working interest and 18% revenue interest in
the Huaya Anticline Project, Block 100 oil prospect located in the Ucayali
Basin, Peru (the "Huaya Agreement"). On January 31, 2007, we entered into an
agreement with Compania Consultora de Petroleo, S.A. and Ziegler-Peru, Inc., the
other parties to the Huaya Agreement, and modified certain terms of our Huaya
Agreement (the "January 2007 Agreement"). The amended terms are described
herein, and the remainder of the Huaya Agreement remains in effect.
The January 2007 Agreement increased the interest we acquired in the
Huaya Anticline Project from 20% to 23 percent. As consideration for this
interest, which is only for one well, we originally agreed to pay a total of
$1,650,000, which funds also cover the acquisition of certain equipment to be
used for drilling, testing, and evaluation of the first well. Under the January
2007 Agreement, we paid an additional $450,000 towards the drilling, testing,
and completion of the first well for a total of $2,100,000. As of the date of
the filing of this report, we have paid $2,100,000 of our total financial
obligation for the first well. After drilling of the first well is complete, we
will have the option to proceed with the project by funding the drilling,
testing and evaluation of another two wells on the property. The original terms
required Radial Energy to advance an additional $1,650,000, within 10 business
days of receiving the testing results of the first well if we decided to proceed
with the drilling second and third wells. The January 2007 Agreement reduces the
additional to $1,550,000 of which $900,000 must be advanced according to the
original 10 day deadline and the remaining $650,000 must be advanced upon
notification of drilling the third well. These funds are expected to cover the
acquisition and installation of all production facilities required to bring the
hydrocarbons produced to market.
In addition, Radial Energy has agreed to pay 10% of any future
revenues from the Huaya Anticline Project to cover all reasonable and
documentable costs to date above the sum of $1,050,000 relating to the purchase
of equipment, drilling, and contracting expenses incurred by Ziegler-Peru until
this amount is paid in full.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Huaya Lote 100 - Agreement with Compania Consultora de Petroleo, S.A. and
Ziegler-Peru, Inc., dated January 31, 2007, amending Joint Operating
Agreement dated May 11, 2006.
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.
RADIAL ENERGY, INC.
Dated: February 6, 2007 By: /s/ G. LEIGH LYONS
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G. Leigh Lyons, President,
Chief Executive Officer,
and Chief Financial Officer