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) April 7, 2005
SOUTH TEXAS OIL COMPANY
(Exact name of Registrant as specified in charter)
NUTEK OIL, INC.
(Former name, if applicable)
Nevada 0-50732 74-2949620
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
6330 McLeod Drive, Suite 1, Las Vegas, NV 89120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 262-2061
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 communication 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 40.14d-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.
On November 3, 2004, the Company filed an 8-K information statement reporting
that on November 2, 2004, there was a special meeting of the majority of the
Board of Directors in which the Board approved the appointment of Conrad Humbke
as Board Member of the Company. Shareholders representing a majority ownership
in the company consented and approved this action. Attached as Exhibit 10.13
is the Executive Stock Option Agreement for Conrad Humbke offered to him as a
result of his Board Appointment.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 Completion of acquisition or disposition of assets.
On April 1, 2005, the Company completed the purchase of the leases, farm-outs
and mineral interests held by JGM Oil Investments, LLC in Atascosa County,
Texas insofar as they cover the following minimum net revenue interests (NRI).
Minimum Net Revenue Interest (NRI)
A. G.O. Davidson Lease, a minimum of a seventy and 4/10 percent (70.4%) net
revenue interest (NRI).
B. Oldjamie Lease, a minimum of a sixty five and 925/1000 percent (65.925%)
net revenue interest (NRI).
C. Diamond Head Lease, a minimum of a fifty seven percent (57%) net revenue
interest (NRI).
D. Fowler A Lease, a minimum of a fifty eight and 1/8 percent (58.125%) net
revenue interest (NRI).
E. Fowler C Lease, a minimum of a sixty three percent (63%) net revenue
interest (NRI).
The Company additionally purchased all of the personal property associated with
the oil wells on the lands described in the Purchase Agreement attached as
Exhibit 10.14 including, but not limited to, all well equipment, spare
equipment and tank batteries. Equipment will be sold "as is".
The total purchase price was three hundred seven thousand four hundred twenty-
six dollars ($307,426) made up as follows; Purchase of all mineral acreage at a
price of one hundred dollars ($100.00) per acre. Total price for the acreage
was sixty nine thousand four hundred ten and no/100 dollars ($69,410).
Purchase of all equipment was at a depreciated price of forty five percent
(45%) of the replacement value. Total price for equipment was two hundred
thirty eight thousand sixteen and no/100 dollars ($238,016).
The method of payment will be as follows; The issuance of five hundred twelve
thousand three hundred seventy-seven (512,377) shares of Nutek Oil, Inc
restricted stock representing fifty percent (50%) of the purchase price at
$0.30 per share, calculated as the prior thirty (30) day average closing price
from the date of closing. The remaining amount of one hundred fifty three
thousand seven hundred thirteen and no/100 dollars ($153,713) will be paid
monthly for a period of thirty six (36) months with interest of seven percent
(7%) accruing on the outstanding balance. The monthly payment amount is not to
exceed the income from the minimum net revenue interest (NRI) from the prior
month's production. Payment will be adjusted accordingly and the remaining
balance increased by the monthly shortfall should any occur.
The purchase price of the leases and assets were based on current market
conditions as well as the historical purchase prices made by the Company for
acreage and a determination of the current replacement value of the equipment.
A material relationship exists between JGM Oil Investments, LLC and Nutek Oil,
Inc in so far as both Mr. Conradie the President/CEO and a Director of Nutek
Oil, Inc and Mr. Jason Griffith, the Chief Financial Officer and a Director of
Nutek Oil, Inc have a combined majority ownership of JGM Oil Investments, LLC.
SECTION 3 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 3.02 Unregistered Sales of Equity Securities.
On April 1, 2005, the Company purchased the leases, farm-outs and mineral
interests held by JGM Oil Investments, LLC in Atascosa County, Texas. The
information set forth under 2.01, Completion of acquisition or disposition of
assets, above is incorporated herein by reference.
The following is the unregistered securities sold by the company on April 1,
2005 to Nutek Oil's executives and shareholders under the Purchase Agreement.
On April 1, 2005, 256,189 restricted shares of common stock were issued to Mr.
Conradie, the President/CEO and Director of Nutek Oil.
On April 1, 2005, 128,094 restricted shares of common stock were issued to Mr.
Griffith, the Chief Financial Officer and Director of Nutek Oil.
On April 1, 2005, 128,094 restricted shares of common stock were issued to the
remaining owners of JGM Oil Investments, LLC.
The Company is relying on the exemption from registration relating to sales or
offerings that do not involve any public offering or solicitation pursuant to
Section 4(2) under the Securities Act of 1933 promulgated pursuant thereto. The
sale of the securities was conducted without general solicitation or
advertising. The certificates evidencing the shares of common stock issuable as
a result of the Purchase Agreement will bear restrictive legends permitting the
transfer thereof only in compliance with applicable securities laws. The
Investors have represented their intention to acquire the securities for
investment purposes and not with a view to or for distribution in these
transactions. Each Investor had adequate access to information about the
Company through such person's relationship with the Company or through
information provided to them.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Assets Acquired.
Not applicable.
(b) Pro Forma Financial Information.
If pro forma Information is required, as permitted by Item 9.01(b)(2) of
Form 8-K, we will file the pro forma financial information required by Item
9.01(b)(1) of Form 8-K by amendment to this Current Report on Form 8-K on or
prior to 71 calendar days from the date we are required to report the Purchase
Agreement - Mineral Acres, on this Current Report on Form 8-K.
(c) Exhibits
Exhibit Number Description
10.13 Executive Stock Option Agreements (Conrad Humbke)
10.14 Purchase Agreement - Mineral Acres
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: April 6, 2005
South Texas Oil Company
By: /s/ Murray N. Conradie
-----------------------------
Murray N. Conradie, Chief Executive Officer