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
JULY 10, 2012
Date of Report (Date of earliest event reported)
VIKING MINERALS INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-139482 98-0492900
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7558 W. Thunderbird Suite 486 Peoria, Arizona 85381
(Address of principal executive offices) (Zip Code)
(602) 885-9792
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] 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 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
AGREEMENT
Effective on July 10, 2012, the Board of Directors of Viking Minerals Inc., a
Nevada corporation (the "Company"), entered into an agreement dated July 10,
2012 (the "Agreement") with GMM Global Multi-Mining Diversified Group Limited, a
private company ("GMM").
GMM is a party to that certain joint venture agreement dated July 10, 2012 (the
"Joint Venture Agreement"), between Corizona Mining Partners LLC ("Corizona")
and GMM, pursuant to which a legal entity shall be formed under the laws of Peru
(the "Peruvian Legal Entity"), in which GMM shall have a sixty percent (60%)
equity interest (the "GMM Equity Interest") and Corizona shall have a forty
percent (40%) equity interest. Corizona has the right, title and interest in and
to that certain ten year lease of mining concessions named "RECA I,", "RECA II"
and "RIO ROJO" (the "Lease") covering approximately 800 hectares under the
ownership of Corporacion Minera Mario S.A., located in the district of
Maraflores, province and department of Lima, which Lease shall be contributed
and transferred to the Peruvian Legal Entity for the purpose of establishing
production operations (the Mining Project"). In accordance with the terms and
provisions of the Joint Venture Agreement, GMM is required to contribute
$500,000 to the Peruvian Legal Entity for purposes of acquiring, exploring and
developing the Project.
Therefore, in accordance with the terms and provisions of the Agreement, the
Company shall on behalf of GMM provide the required $500,000 for the exploration
and development of the Project and shall further issue to GMM an aggregate of
131,000,000 shares of its restricted common stock, and GMM shall assign and
transfer all of its right, title and interest in and to the Equity Interest to
the Company in consideration therefore.
SECTION 3. SECURITIES AND TRADING MATTERS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Effective July 10, 2012, the Company issued an aggregate of 131,000,000 shares
of its restricted common stock to GMM at a per share price of $0.001. The
securities of the Company issued to GMM have not been registered under the
Securities Act of 1933, as amended, or under the securities laws of any state in
the United States, and were issued in reliance upon an exemption from
registration under the Securities Act of 1933. The securities may not be offered
or sold in the United States absent registration under the Securities Act of
1933 or an applicable exemption from such registration requirements
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(C) SHELL COMPANY TRANSACTION.
Not applicable.
(D) EXHIBITS.
10.1 Agreement dated July 10, 2012 between Corizona Mining Partners LLC and
Viking Minerals Inc.
2
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.
VIKING MINERALS INC.
Date: August 24, 2012
/s/ Charles Irizarry
----------------------------------------
Name: Charles Irizarry
Title: President/Chief Executive Officer
3