Current Report — Form 8-K Filing Table of Contents
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2: EX-10.1 Material Contract HTML 424K
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(Registrant’s
telephone number, including area code)
_________
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
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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.
Stock
Purchase Agreement relating to Volga-Neft Limited Company
On
October 6, 2006, Star Energy Corporation (“Star”) entered into a Stock Purchase
Agreement (the “Stock Purchase Agreement”) with Volga-Neft Limited Company, a
corporation formed under the laws of the Russian Federation, Samara Region,
Privolzhsky (“Volga”), and the two shareholders of Volga, who were Dzhalovyan
Artiir Andreasovich and Dubrovskaya Olga AmUofyevna. Pursuant to the Stock
Purchase Agreement, Star acquired Volga at a closing held on the same date
by
purchasing from Volga’s shareholders all of their respective shares of Volga’s
common stock, which represented 100% of the issued and share capital of Volga.
In consideration therefor, Star will deliver to Volga’s shareholders an
aggregate of 10,000,000 shares of Star’s common stock. Such issuance represents
26.1% of the issued and outstanding shares of Star. As a result of the closing,
Volga has become a wholly owned subsidiary of Star.
Pursuant
to the Stock Purchase Agreement, Star further agreed to commence, as soon as
practicable, a private placement of units, each unit consisting of one share
of
common stock and one warrant entitling the holder thereof to purchase one share
of common stock for $2.00, expiring three years after the date thereof. The
minimum number of units offered for sale shall be 1,000,000 units, and the
maximum number of units offered for sale shall be 5,000,000 units. The purchase
price of each unit shall be $1.00. The offer and sale of such units shall be
made to accredited investors pursuant to a private placement in accordance
with
Rule 506 promulgated under the Securities Act. The private placement of the
units shall be completed no later than 90 days after the date of the closing
of
the Stock Purchase Agreement.
Agreement
with IAB Island Ventures SA
On
October 6, 2006, Star and Volga entered into a separate agreement with IAB
Island Ventures SA (“IAB”), pursuant to which IAB agreed to introduce Star and
Volga to certain contacts for the purpose of financing either Star or Volga
(the
“IAB Agreement”). In consideration for IAB’s services, Star and Volga shall pay
IAB 10% percent of the aggregate value of the transaction consummated with
such
a contact. The IAB Agreement will become effective only if and when the closing
of the Stock Purchase Agreement is consummated.
Pursuant
to the IAB Agreement, both Star and Volga further agreed that for 12 months
after the closing of the Stock Purchase Agreement, neither company shall have
more than 5 individuals on the Board of Directors of each respective company.
For 12 months after the closing of the Stock Purchase Agreement, IAB shall
have
the right to appoint 2 nominees to the Board of Directors of each of Star and
Volga. Neither Star nor Volga shall, without the prior written consent of IAB
(which consent shall not be unreasonably withheld) declare or pay out any
dividend, make any distribution, or redeem any equity securities, or issue
any
equity securities or other securities of either company.
2
Assignment
between Star and Ruairidh Campbell
On
October 6, 2006, an Assignment and Bill of Sale was entered into between Star
and Ruairidh Campbell, a former officer and director of Star. Pursuant to such
assignment, Mr. Campbell agreed to transfer to Star his 3,250,000 shares of
Star’s common stock held by him for cancellation and return to Star’s authorized
but unissued common shares. In consideration therefor, Star agreed to assign
to
him all of Star’s interests in a 15% working interest (12% net revenue interest)
in and to certain oil and gas wells known as the Galvan Ranch Gas Wells, which
are located in Webb County, Texas.
For
all
the terms of the Stock Purchase Agreement, the IAB Agreement, and the Assignment
and Bill of Sale, reference is hereby made to such agreements annexed hereto
respectively as Exhibits 10.1, 10.2, and 10.3. All statements made herein
concerning such agreement are qualified by references to said
exhibits.
Section
2. Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets
The
disclosure set forth above under Item 1.01 (Entry into Material Agreement)
is
hereby incorporated by reference into this Item 2.01.
Pursuant
to the Stock Purchase Agreement discussed above in Item 1.01, on October 6,2006, Star acquired all of the issued and outstanding shares of Volga by
purchasing such shares from Volga’s two shareholders, Dzhalovyan Artiir
Andreasovich and Dubrovskaya Olga AmUofyevna. In consideration therefor, Star
delivered to Dzhalovyan Artiir Andreasovich and Dubrovskaya Olga AmUofyevna
an
aggregate of 10,000,000 shares of Star’s common stock. Such issuance represents
26.1% of the issued and outstanding shares of Star. As a result of the closing,
Volga has become a wholly owned subsidiary of Star.
Volga
was
incorporated under the laws of the Russian Federation, Samara Region,
Privolzhsky. Volga is engaged in the exploration, development and production
of
oil and gas resources in the Russian Federation. Volga owns a parcel of land
in
Chapaevsk, Russia, measuring approximately 30 000 square meters, on which
Volga intends to build an oil refinery. In addition, Volga owns sixty nine
vehicles used for the transportation of oil and inflammable loads. Volga
currently employs approximately 185 persons.
3
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
The
disclosures set forth above under Item 1.01 (Entry into a Material Agreement)
and Item 2.01 (Completion of Acquisition or Disposition of Assets) are hereby
incorporated by reference into this Item 3.02.
On
October 6, 2006, Star issued an aggregate of 10,000,000 shares of common stock
to the two stockholders of Volga: Dzhalovyan Artiir Andreasovich and Dubrovskaya
Olga AmUofyevna. The foregoing shares were issued pursuant to the Stock Purchase
Agreement discussed above under Item 1.01.
In
consideration for such shares, the stockholders of Volga conveyed to Star all
of
their shares of the common stock of Volga. Such shares were issued under Section
4(2) of the Securities Act of 1933, as amended.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The
disclosures set forth above under Item 1.01 (Entry into a Material Agreement)
and Item 2.01 (Completion of Acquisition or Disposition of Assets) are hereby
incorporated by reference into this Item 5.02.
On
October 5, 2006, Ruairidh Campbell resigned from his positions as director
and
as Chief Financial Officer and Principal Accounting Officer of Star, effective
as of such date.
On
September 29, 2006, Pierre Besuchet resigned from his position as director
of
Star, effective as of such date.
(a)
Financial Statements of business acquired. The financial information required
hereunder will be submitted by an amendment to this Current Report on Form
8-K
within 71 calendar days from the date of this Report.
(b)
Pro
forma financial information. The
financial information required hereunder will be submitted by an amendment
to
this Current Report on Form 8-K within 71 calendar days from the date of this
Report.
(c)
Exhibits. The following exhibits are included with this report:
Stock
Purchase Agreement, dated October 6, 2006, among Star Energy Corporation,
Volga-Neft Limited Company, and the shareholders of Volga-Neft Limited
Company.
Assignment
and Bill of Sale, dated October 6, 2006, between
Star Energy Corporation and Ruairidh
Campbell
5
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Star Energy
Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
