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 21, 2006
SIBERIAN ENERGY GROUP INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-118902 52-2207080
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
275 Madison Ave, 6th Floor, New York, NY 10016
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(Address of principal executive offices) (Zip Code)
(212) 828-3011
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Registrant's telephone number
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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):
[ ] Written communications 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 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In August 2006, we agreed to issue restricted shares of our common stock to
certain individuals and entities to which we owed money as of August 2006. The
shares were issued at a 30% discount to the then current market price of our
common stock, being the discount for restrictive nature of the shares
In August 2006, two individuals agreed to be issued an aggregate of 113,530
restricted shares of common stock in consideration for the forgiveness of
$182,783 in money which we owed the individuals in connection with loans they
provided us in December 2005 and in connection with such individuals
representing us in Moscow, Russia.
In September 2006, we issued an aggregate of 417,469 restricted shares of common
stock to Business Standard (and nominees thereof), of which 400,000 shares were
issued for consideration for consulting services rendered in connection with the
application for and subsequent grant of two (2) oil and gas exploration and
production licenses in the Kurgan region of Siberia, Russia (the "Licenses"), to
Zauralneftegaz, Ltd., a Russian company ("ZNG"), which is wholly owned by
Zauralneftegaz, Ltd., a United Kingdom company, which we own 50% of through a
joint venture in connection with our agreement with Business Standard, whereby
we agreed to issue Business Standard 200,000 restricted shares of our common
stock for each license ZNG receives. The remaining 17,469 shares of restricted
common stock were issued to Business Standard in connection with Business
Standard forgiving $28,125 in amounts owed for consulting services rendered.
We claim an exemption from registration afforded by Section 4(2) of the
Securities Act of 1933 since the foregoing issuances did not involve a public
offering, the recipients took the shares for investment and not resale and we
took appropriate measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuances and no underwriting discounts or commissions
were paid by us.
In September 2006, we agreed to issue 10,000 shares of our restricted common
stock to the Investor Relations Group, Inc. ("IRG"), in accordance with a
contract entered into on March 16, 2006. Pursuant to the contract (the "IRG
Agreement"), IRG agreed to perform investor relations and public relations
services, including the overall management of a corporate communications
program, as well as agreeing to design a corporate fact sheet, and organizing
road shows for the Company. The Company's Board of Directors approved the
issuance of 150,000 restricted shares of the Company upon signing of the
agreement, which shares have previously been issued and agreed to issue IRG
10,000 restricted shares per month for the six (6) month duration of the
contract, of which 10,000 shares were issued in September 2006 for investor
relations services rendered in the month of August 2006. We claim an exemption
from registration afforded by Section 4(2) of the Act since the foregoing
issuance did not involve a public offering, the recipient took the shares for
investment and not resale and we took appropriate measures to restrict transfer.
No underwriters or agents were involved in the foregoing issuance and no
underwriting discounts or commissions were paid by us.
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.
SIBERIAN ENERGY GROUP, INC.
By: /s/ David Zaikin
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David Zaikin, Chief Executive Officer
Dated: September 22, 2006