-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FySwUKcoiBpR4o/aT4KD0k/5zK0EBwyO+NoTKwF5ppmi1m8idCITEvAhwrei6h2e 0QBsbNh61IgzAFOtIL0GVA== 0001144204-09-014096.txt : 20090316 0001144204-09-014096.hdr.sgml : 20090316 20090316112640 ACCESSION NUMBER: 0001144204-09-014096 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090316 DATE AS OF CHANGE: 20090316 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OSAGE EXPLORATION & DEVELOPMENT INC CENTRAL INDEX KEY: 0001405686 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 260421736 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83057 FILM NUMBER: 09682935 BUSINESS ADDRESS: STREET 1: 888 PROSPECT STREET STREET 2: SUITE 210 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858 729 0222 MAIL ADDRESS: STREET 1: 888 PROSPECT STREET STREET 2: SUITE 210 CITY: LA JOLLA STATE: CA ZIP: 92037 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mustang Venture Capital, LLC CENTRAL INDEX KEY: 0001458633 IRS NUMBER: 205131821 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 10101 REUNION PLACE, SUITE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 210-384-5017 MAIL ADDRESS: STREET 1: 10101 REUNION PLACE, SUITE 1000 CITY: SAN ANTONIO STATE: TX ZIP: 78216 SC 13D 1 v142978_sc-13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) Osage Exploration and Development, Inc. (NAME OF ISSUER) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 68771L 107 (CUSIP NUMBER) Mark Stavinoha 10101 Reunion Place, Suite 1000 San Antonio, TX 78216 (210) 384-3230 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) 03/04/2009 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(E), 13D-1(F) OR 13D-1(G), CHECK THE FOLLOWING BOX |_|. NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND FIVE COPIES OF THE SCHEDULE, INCLUDING ALL EXHIBITS. SEE RULE 13D-7 FOR OTHER PARTIES TO WHOM COPIES ARE TO BE SENT. SCHEDULE 13D CUSIP NO 68771L107 - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Mustang Venture Capital, LLC - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) |_| (B) |_| - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING POWER BENEFICIALLY OWNED BY EACH 5,250,000 REPORTING PERSON --------------------------------------------------------- WITH (8) SHARED VOTING POWER -0- --------------------------------------------------------- (9) SOLE DISPOSITIVE POWER 5,250,000 --------------------------------------------------------- (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,250,000 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |_| - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $0.0001 per share ("Common Stock")of Osage Exploration and Development, Inc. (the "Issuer"), the principal executive offices of which are located at 2445 Fifth Avenue, Suite 310, San Diego, California 92101. ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Mustang Venture Capital, LLC (b) State of Organization: Nevada (c) Principal Business: Investment (d) Principal Business Address: 10101 Reunion Place, Suite 1000, San Antonio, TX 78216 (e) Criminal Convictions: N/A (f) Civil Proceedings: N/A ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On March 3, 2009, Osage Exploration and Development, Inc. and Osage Exploration and Development, Inc. Sucursal Colombia (collectively "Osage" or the "Company") entered into an agreement (the "Agreement") with Lewis Energy Colombia, Inc. ("Lewis") and Gold Oil PLC Sucursal Colombia ("Gold") pursuant to which Lewis acquired from Osage 50% of Osage's 50% rights, title and interest in the Rosablanca concession and Lewis will serve as the operator of the Rosablanca concession. Following this transaction, Gold, Lewis, Osage and Empesa Petrolera de Servicios y Asesorias S.A. ("Empesa") will own 40%, 25%, 25% and 10%, respectively, of the Rosablanca concession. Lewis will make all payments required to drill the first well on the Rosablanca concession up to a maximum amount of $3,500,000 (the "Maximum Investment Amount"). Any amount above the Maximum Investment Amount will be paid by the Company. As part of the Agreement, Lewis also agreed to reimburse Osage for certain payments already made by the Company relating to the first well, which will be applied against the Maximum Investment Amount. Lewis shall also be entitled to receive cash flows from the first well equal to two times the Maximum Investment Amount before Osage receives its share (25%) of any cash flows. In connection with the Agreement, the Company also issued 5,250,000 shares of the Company's common stock to Mustang Venture Capital, LLC, an affiliate of Lewis. The foregoing description of the Agreement is qualified in their entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.20, to the Issuer's Form 8-K filed with the Commission on March 4, 2009. ITEM 4. PURPOSE OF TRANSACTION. The securities described in this statement were acquired for investment purposes as consideration in the transaction described in Item 3. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The reporting person has acquired 5,250,000 shares of Common Stock, which represent, approximately 11.3% of the outstanding Common Stock. (b) The reporting person possesses the sole power to vote or direct the vote and sole power to dispose or direct the disposition of the shares of Common Stock described herein. (c) NA (d) NA (e) NA ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. The Agreement is incorporated herein by reference to Exhibit 10.20 to the Issuer's Form 8-K filed with the Commission on March 4, 2009. SIGNATURE AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. DATED: 3/16/2009 /S/ Mark Stavinoha ------------------------ Mark Stavinoha, Secretary -----END PRIVACY-ENHANCED MESSAGE-----