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 the earliest event reported: APRIL 19, 2004
BPK RESOURCES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Commission file number: 000-27339
NEVADA 88-0426887
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(State or Other Jurisdiction of (IRS Employer
Incorporation of Organization) Identification Number)
5858 WESTHEIMER STREET
SUITE 709
HOUSTON, TEXAS 77057
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(Address of Principal Executive Offices)
(713) 978-7991
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 19, 2004, pursuant to the terms of that certain Assignment and
Assumption Agreement (the "Agreement"), dated April 19, 2004, by and between the
Company and Montex Exploration, Inc., a Delaware corporation ("Montex"), the
Company acquired 100% of a certain undivided right to mineral claims and
concessions located in Mongolia (the "Rights"), in consideration for which the
Company (i) assumed all of Montex's liabilities and obligations in connection
therewith, (ii) issued to Montex 5,000,000 shares of common stock, par value
$.001 per share ("Common Stock"), of the Company, (iii) paid $184,000 to Montex,
and (iv) reimbursed Montex for all fees and expenses incurred by Montex in the
preparation, negotiation and execution of the Agreement (collectively, the
"Transactions").
The Rights are comprised of two (2) licenses to explore approximately
138,000 acres of land in the South Gobi Province of Mongolia, generally referred
to as Shadow Mountain. This property is located approximately 50 kilometers from
Ivanhoe Mines, Ltd.'s recently discovered copper gold prospects and lies within
the same geological terrain. Field reconnaissance and drilling conducted on this
property in 2002 and 2003 resulted in the discovery of copper mineralization in
the host rocks.
The amount of the consideration paid by the Company in connection with the
Transactions was determined in arm's-length negotiations between the parties
thereto, and the terms of the Transactions were approved by each of such
parties' respective board of directors. Prior to the Transactions, there were no
material relationships between the Company or any of its affiliates, officers
and directors, or associates of any such officers or directors, on the one hand,
and Montex, on the other hand.
All shares of Common Stock issued in connection with the Transactions are
"restricted securities" as the term is defined in Rule 144 under the Securities
Act of 1933, as amended (the "Securities Act"), and may not be resold except
pursuant to registration under the Securities Act and registration or
qualification under applicable state securities laws, or an available exemption
therefrom.
The foregoing description of the Transactions does not purport to be
complete and is qualified in its entirety by the terms of the Assignment and
Assumption Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K
and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item will be filed by amendment
to this Current Report on Form 8-K not later than 60 days after the date that
this report was required to be filed with the Securities and Exchange Commission
("SEC").
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will be filed by
amendment to this Current Report on Form 8-K not later than 60 days after the
date that this report was required to be filed with the SEC.
(c) Exhibits.
10.1 Assignment and Assumption Agreement, dated April 19, 2004, by and
between BPK Resources, Inc. and Montex Exploration, Inc.
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.
BPK RESOURCES, INC.
Dated: May 18, 2004 /s/ Cecile T. Coady
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Cecile T. Coady
Chief Executive Officer and Treasurer
EXHIBIT INDEX
Exhibit Number Description
10.1 Assignment and Assumption Agreement, dated April 19, 2004, by
and between BPK Resources, Inc. and Montex Exploration, Inc.