Royalite Petroleum CO Inc. - Current report filing (8-K)
06 Juni 2008 - 11:11PM
Edgar (US Regulatory)
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 5,
2008
ROYALITE PETROLEUM COMPANY
INC.
(Exact name of registrant as specified in its
charter)
NEVADA
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000-26729
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88-0427619
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification No.)
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incorporation)
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Number)
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2580 Anthem Village Drive,
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Suite 112
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Henderson, NV
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89052
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(Address of principal executive
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(Zip Code)
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offices)
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Registrant's telephone number, including area
code
(360) 201-0400
N/A
(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:
[ ] 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 1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
Sale of Non-Core Business (Worldbid Subsidiary)
On June 5, 2008, Royalite Petroleum Company Inc. (the
Company) entered into a Share Purchase Agreement with Marktech Acquisition
Corp. (Marktech) and Worldbid International Inc. (Worldbid). Under the terms
of the Share Purchase Agreement, the Company agreed to sell all of the shares of
Worldbid, its internet business subsidiary, and all Worldbid related business
assets to Marktech in consideration of $50,000 and the assumption of
approximately $93,000 in liabilities. The cash portion of the purchase price
shall be payable as to $25,000 on closing and $25,000 thirty days from closing.
As additional consideration, the Company agreed to assign to Marktech its right
and interest in the intercompany loan between the Company and Worldbid. In
addition, Marktech will indemnify the Company from any liabilities or damages
arising out of the liabilities of Worldbid and the liabilities assumed by
Marktech. The Company anticipates that the closing of the transaction will occur
on June 30, 2008. The Company is disposing of the subsidiary in order to
concentrate its efforts on its core oil and gas business.
A copy of the Share Purchase Agreement is attached as an
exhibit and incorporated herein by reference to this Current Report on Form 8-K.
ITEM 7.01
REGULATION FD DISCLOSURE.
Increase to Private Placement Financing
The Companys private placement previously announced on March
31, 2008 has been oversubscribed. The directors of the Company have approved an
increase of up to 5% in the number of shares that may be sold under the private
placement to meet over-subscriptions. Accordingly, up to 8,400,000 shares may be
issued under the private placement. The Company has received proceeds of
$2,015,000 to date. Closing of the private placement is expected to take place
within one week following receipt of documentation in transit. The proceeds of
the private placement will be used to conduct exploration work on the Companys
oil and gas properties and for general working capital purposes.
The above does not constitute an offer to sell or a
solicitation of an offer to buy any of the Companys securities in the United
States. The securities have not been registered under the Securities Act and may
not be offered or sold within the United States or to U.S. persons unless an
exemption from such registration is available.
Airport Lease Update
Since acquiring the Airport Lease located in Matagorda County,
Texas in April, 2008, the Company has now acquired additional ground in the area
of interest totaling approximately 1,200 acres and expects to acquire an
additional 3,000 acres bringing the total acreage in the area of interest to
5,700 acres.
The Company has made all payments required under the Airport
Lease Agreement to date and, with the proceeds of the private placement, has
sufficient funds on hand to make the balance of the payments required.
2
The Company has also completed an environmental study for a
16,800 foot well to be drilled on its Airport Lease. The proposed well, which is
subject to the Company obtaining additional financing, will be located
approximately 3,000 feet from the Harold Hunt #1 Well. The Company believes that
the proposed well will be on trend with the Harold Hunt #1 Well that had
encountered several gas and condensate pay zones from 6,000 feet to 16,600 feet
deep and has been producing since 1984. The Company has engaged a consulting
group to assist it in preparing a drilling program for the proposed well and to
negotiate a drilling contract with a drilling company. In addition, the Company
is currently in negotiations to obtain a 3D seismic survey over its
property.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
.
SIGNATURE
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.
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ROYALITE PETROLEUM COMPANY INC.
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Date: June 6, 2008
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By:
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/s/
Logan B. Anderson
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LOGAN B. ANDERSON
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President, Secretary and Treasurer
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3
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