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Item
1.01.Entry
into a Material Definitive Agreement.
Pursuant
to a Share Exchange Agreement dated as of May 31, 2007 (the “Combination
Agreement”), by and among Russoil Corporation (the “Company”), OJSC Smolenergy
(“Smolenergy”) and the stockholders of Smolenergy (the “Stockholders”), the
Company will receive all of the issued and outstanding capital stock of
Smolenergy from the Stockholders in exchange for 51% of the issued and
outstanding capital stock of the Company. The closing of the combination is
subject to the satisfaction of certain conditions including, but not limited
to
(i) the Company’s satisfactory due diligence of Smolenergy, its business,
management and financial; (ii) legal requirements; and (3) Smolenergy’s delivery
to the Company of financial statements accurately prepared according to U.S.
GAAP, SEC Regulation S-X and the Sarbanes Oxley Act. No assurances can be given
when, if ever, the combination will close.
Smolenergy
is a privately held company organized under the laws of the Russian Federation that
has informed the Company that it is engaged in the exploration and development of oil and gas wells in SouthWestern
Siberia.
Upon
a
closing of the combination, the Smolenergy Stockholders will control the
Company’s Board of Directors and under certain conditions, will be able to
increase their holdings in the Company by an additional twenty (20%)
percent.
The
foregoing description of the Share Exchange Agreement is qualified in its
entirety by the full text of the Agreement attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description
99.1
Share Exchange
Agreement.
This
Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements with
respect to the Company’s plans, objectives, expectations and intentions and
other statements identified by words such as may, could, would, should,
believes, expects, anticipates, estimates, intends, plans or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company’s control).
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.