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): March 6,
2008
Gulf
Onshore, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
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01-28911
(Commission
File Number)
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91-1869677
(IRS
Employer Identification Number)
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4310 Wiley Post Rd., Ste.
201, Addison, Texas 75001
Address
of principal executive offices)
972-450-5995
(Registrant’s
telephone number, including area code)
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:
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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
240.14a-12)
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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))
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Item
2.01 Completion of Acquisition or Disposition of Assets.
Acquisition
of Oil, Gas and Mineral Leases
On June
6, 2008, Gulf Onshore, Inc. (the “Company”), entered into an Asset Purchase
Agreement (the “ Agreement”) with K&D Equity Investments, Inc., a Texas
corporation (“K&D”). On June 10, 2008, the Company closed the
Agreement and acquired, through its wholly-owned subsidiary, Curado Energy
Resources, Inc., interests in ten (10) oil, gas and mineral leases (the
“Leases”) located in Throckmorton Co. and Shackleford Co., Texas, Net
Revenue Interests (N.R.I.) in these leases, including wells already producing on
the Leases, range from 75% to 84.76%. The transaction was closed on
June 10, 2008, with an effective date for purposes of Texas Railroad Commission
reporting and oil and gas revenue receipts, effective June 1, 2008.
Gulf has
paid K&D 10,000,000 shares of its $.001 par value common stock for the
Leases. K&D is currently the owner of 500,000 shares of the
Company’s common stock, and its president, Jeffrey Joyce, is an officer of the
Company. K&D now owns approximately 88% of the Company’s issued
and outstanding shares.
The
Company closed the Agreement upon completion of lease assignment transfers but
prior to delivery of a Fair Value/Reserve Report prepared by a qualified
reservoir engineer in accordance with SEC Regulation S-X Part
210.4-10(a). The Company has been advised that completion of the
SEC-compliant report will take up to 60 days, and determined to rely on the
preliminary report referenced in its June 3, 2008, press
release. There are no contingencies, re-sets or claw-backs due to the
delay in obtaining the report; the transaction is closed.
The
Company expects to have the Fair Value/Reserve Report completed so as to file it
with its next Form 10-QSB in mid-August 2008. In the interim,
shareholders and prospective shareholders should note that the preliminary
report is not SEC-compliant and any assumptions and conclusions therein, while
deemed reliable by management, are subject to adjustments.
A copy of
the Agreement with exhibits is attached hereto.
Acquisition
of Lease Operator
On June 6, 2008, the Company entered
into a Stock Purchase Agreement (“SPA”) with South Beach Live, Inc., a Florida
corporation, to purchase 100% of the common shares of Curado Energy Resources,
Inc., a Texas corporation (“Curado”). The transaction was closed on
June 10, 2008, simultaneous with Curado’s acquisition of the Leases from
K&D. Curado is registered with the Texas Railroad Commission as
an oil and gas well operator, and is the operator for the Leases. The
Company has issued South Beach a convertible promissory note for $250,000,
payable in 1 year at 10% interest.
A copy of the SPA and Promissory Note
is attached hereto.
Item
3.02 Unregistered Sales of Equity Securities.
As referenced above, the Company
acquired approximately 3,200 acres of oil, gas and mineral leases from K&D
in exchange for 10,000,000 shares of newly-issued $.001 par value common
stock.
On June 13, 2008, the Company issued
500,000 shares of its $.001 par value common stock to South Beach Live, Inc., a
Florida corporation, pursuant to the terms of an October 4, 2007, Promissory
Note. Under the terms of the Note, the Company was released from
$50,000 of the principal obligation under the Note in exchange for issuance of
these shares. Provisions of the Note are fully disclosed in the
Company’s Form 10-KSB, filed on April 10, 2008.
Item
5.01 Changes in Control of Registrant.
As noted above, the Company issued
10,000,000 shares of its $.001 par value common stock to K&D in exchange for
the Leases acquired through Curado; K&D’s president, Jeffrey Joyce, is an
officer of the Company. As a result of this transaction, K&D owns
10,500,000 shares of the Company’s common stock, comprising approximately 88% of
the 11,327,261 total shares recorded as issued and outstanding. There
are no arrangements regarding K&D’s ownership subject to reporting under
Regulation S-B Item 403(c).
Item
8.01 Other Events
On June 3, 2008, the Company issued a
press release concerning its acquisition of the Leases. A copy of the
press release is attached as an exhibit hereto.
The Company has moved its
offices. The new address is 4310 Wiley Post Rd., Ste. 201, Addison,
TX 75001.
Item
9.01 Financial Statements and Exhibits
The Company expects to file financial
statements reflecting the Curado acquisition with its 2Q Form 10-SB, and in no
event later than 71 days from the date of this initial report.
Exhibits
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10.1
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Material
Contract (Asset Acquisition Agreement with exhibits)
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10.2/21
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Material
Contract/Subsidiary (Security Purchase Agreement with Promissory
Note)
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99.1
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Press
Release
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
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June
15, 2008
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Gulf
Onshore, Inc.
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/s/
Dean
Elliot
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Dean
Elliot, Vice-President
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