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) August 1, 2005
SOUTH TEXAS OIL COMPANY
(Exact name of Registrant as specified in charter)
Nevada 0-50732 74-2949620
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
900 NE Loop 410, Suite E-121, San Antonio, Texas 78209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 568-9760
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 July 28, 2005, the Registrant entered into a funding agreement from
institutional and accredited investors with gross proceeds of $2,300,000, to be
received in two traunches. The first traunch of $1,300,000 received upon
execution of the agreement and the remaining $1,000,000 within five days after
a to be filed registration statement becomes effective, or sooner if certain
milestones are achieved.
The funding consists of convertible securities which shall convert into forty-
five percent (45%) equity of the fully diluted shares of South Texas Oil
Company if both traunches are received.
South Texas Oil will use the net proceeds of the first traunch to perform
workovers on existing wells, drill two new wells, capital expenditures and
working capital. The second traunch will be used to drill an additional 4-5
wells, if the milestones for the first traunch are met.
Additionally, the Company entered into Lock-Up Agreements with the following
board members of the Company; Murray Conradie and Jason Griffith. In this
Agreement, these board members agreed not to sell any shares in the Company's
Common Stock owned by them for a period of 12 months, or until such time as
certain milestones have been met.
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.
Not applicable.
(c) Exhibits
Exhibit Description
99.1 Subscription Agreement
99.2 Secured Convertible Note - LONGVIEW EQUITY FUND, LP
99.3 Secured Convertible Note - LONGVIEW FUND, LP
99.4 Secured Convertible Note - LONGVIEW INTERNATIONAL EQUITY FUND, LP
99.5 Common Stock Purchase Warrant - LONGVIEW EQUITY FUND, LP
99.6 Common Stock Purchase Warrant - LONGVIEW FUND, LP
99.7 Common Stock Purchase Warrant - LONGVIEW INTERNATIONAL EQUITY
FUND, LP
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: August 1, 2005
South Texas Oil Company
By: /s/ Murray N. Conradie
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Murray N. Conradie, Chief Executive Officer