gulfonshore8k62408.htm
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): June 18,
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)
972-788-4500
(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 1.01 Entry into a Material
Definitive Agreement.
Acquisition
of Oil, Gas and Mineral Leases
On June
19, 2008, Gulf Onshore, Inc. (the “Company”), and Roboco Energy, Inc., a Texas
corporation, entered into a Purchase and Sale Agreement (the “Agreement”) to
acquire a 75% Net Revenue Interest in approximately 1,000 acres of oil, gas and
mineral leases in Anderson County, Texas (the “Lease”). There are two
producing wells on the property, and additional well sites to
drill.
The
Company will pay Roboco $700,000 for the leasehold interest and has paid 10,000
shares of newly-issued $.001 par value common stock, with an agreed value of
$20,000, as a non-refundable earnest money deposit. Pursuant to the
agreement, the Company has committed to drill one well on the Lease, to a depth
sufficient to penetrate the Buda formation, within 120 days after closing;
Roboco will be carried for a 2% Working Interest, back-in, after payout, in
this first well. In addition, the Company will grant
Roboco the right to participate in any future wells for up to 25% W.I. on a
“heads up” (actual cost) basis.
The
parties have scheduled to close the Agreement on or before September 1, 2008,
upon completion of lease assignment transfers, Roboco’s satisfaction of
obligations under its operating agreement with working interest owners, and
completion of a Fair Value/Reserve Report. The Report will be
prepared by a qualified reservoir engineer in accordance with SEC Regulation S-X
Part 210.4-10(a), as clarified by subsequent Commission Staff Accounting
bulletins, and in conformity with Financial Accounting Standards Board Statement
No. 69 requirements.
Item
3.02 Unregistered Sales of Equity Securities.
As referenced above, the Company has
issued 10,000 shares of $.001 par value common stock as an earnest money
deposit. Under the Term Sheet, the Company has reserved an option to
repurchase these shares for $20,000 for a period of 40 days after
closing.
Item
8.01 Other Events
On June 23, 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.
Item
9.01 Financial Statements and Exhibits
Exhibits
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10.1
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Purchase
and Sale Agreement
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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
24, 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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