Check
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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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
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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
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¨ Pre-commencement
communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR
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Item
1.01.Entry
into a Material Definitive Agreement.
Pursuant
to an Agreement dated as of June 9, 2007, by and among Russoil Corporation
(the
“Company”), OJSC Smolenenergy (“Smolenenergy”) and Selection Oil Limited
(“Selection”), the Company has agreed to issue 4,000,000 shares of its common
stock in consideration for Selection agreeing to sublicense a certain portion
of
Selection’s oilfield to Smolenenergy. Selection’s license is situated in Tomsk,
Russia. The completion of the transaction is subject to the satisfaction of
certain conditions including, but not limited to (i) the Company’s satisfactory
due diligence of Selection’s license and field; (ii) legal requirements; and
(iii) the Company’s acquisition of Smolenenergy. On May 31, 2007, the Company
entered into a Share Exchange Agreement pursuant to which the Company is to
exchange all of Smolenenergy’s shares for 51% of the Company’s capital stock.
There can be no assurance that the necessary prerequisite of Smolenenergy
becoming wholly owned by the Company will occur, that the agreement with
Selection will be consummated or the license or the wells acquired will ever
prove to be of financial benefit to the Company.
The
foregoing description of the 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
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).
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.