Filed by Bowne Pure Compliance

0001362310-08-003533.txt : 20080703 0001362310-08-003533.hdr.sgml : 20080703 20080703171732 ACCESSION NUMBER: 0001362310-08-003533 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080703 DATE AS OF CHANGE: 20080703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hoffman Peter JR CENTRAL INDEX KEY: 0001438589 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 405-219-9078 MAIL ADDRESS: STREET 1: 6301 N WESTERN SUITE 260 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 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: 08939401 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 SC 13D 1 c73816sc13d.htm SCHEDULE 13D Filed by Bowne Pure Compliance


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2009
	Estimated average burden hours per response...14.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Osage Exploration and Development, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

68771L107

(CUSIP Number)

Michael M. Stewart, Esq.
20 North Broadway, Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 24, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		68771L107


1	NAMES OF REPORTING PERSONS E. Peter Hoffman, Jr.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	PF, OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			6,040,000

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,040,000

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,040,000

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	15.37%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 2 of 6

Item 1. Security and Issuer

This Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.0001 per share (“Common Stock”), of Osage Exploration and Development, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2445 Fifth Avenue, Suite 310, San Diego, California 92101.

Item 2. Identity and Background

The name of the person filing this Statement is E. Peter Hoffman, Jr. Mr. Hoffman’s business address is 6301 N. Western, Suite 260, Oklahoma City, Oklahoma 73118. Mr. Hoffman’s principal occupation relates to providing consulting and management services to certain business interests in which he has equity positions. In the last five years, Mr. Hoffman has neither been (a) convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) nor (b) subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws as a result of having been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. Mr. Hoffman is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

Using personal funds available to him, Mr. Hoffman acquired 5,040,000 shares of Common Stock pursuant to three separate private stock purchase transactions from three different sellers on terms described under Item 5(c) of this Statement. In addition, Mr. Hoffman was issued 1,000,000 shares of Common Stock in lieu of any other financial consideration for consulting services Mr. Hoffman will provide to the Issuer. Terms of Mr. Hoffman’s agreement with the Issuer relating to the consulting arrangement and shares of Common Stock payable as consideration for such services are described below under Item 5(c).

Item 4. Purpose of Transaction

As of the date of this Statement, Mr. Hoffman:

(a) does not have specific plans or proposals which may result in the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; provided, however, that Mr. Hoffman may, from time to time, acquire or dispose of shares of Common Stock for investment purposes.

Mr. Hoffman has no plans or proposals which relate to or would result in any of the following actions, other than any such plans or proposals that may be considered from time to time by Mr. Hoffman in his capacity as a consultant to the Issuer:

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

Page 3 of 6

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) Mr. Hoffman is the beneficial owner of 6,040,000 shares of Common Stock, which constitutes 15.37% of the outstanding shares of Common Stock. The beneficial ownership percentage of Mr. Hoffman is calculated based on 38,309,775 shares of Common Stock outstanding as of June 30, 2008, which consists of 37,309,775 shares of Common Stock outstanding as of May 12, 2008 as reported in the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 14, 2008 plus 1,000,000 shares of Common Stock issued to Mr. Hoffman on July 2, 2008 as described elsewhere herein.

(b) Mr. Hoffman has sole voting and dispositive power with respect to all of the 6,040,000 shares of Common Stock beneficially owned by him.

(c) On June 25, 2008, Mr. Hoffman acquired 5,040,000 shares of Common Stock pursuant to three separate private stock acquisitions for $0.20 per share or a total of $1,008,000.

In addition to the foregoing, on July 2, 2008, Mr. Hoffman and the Issuer executed a consulting agreement (“Consulting Agreement”) pursuant to which the Issuer agreed to issue to Mr. Hoffman 1,000,000 shares of Common Stock in lieu of any other financial consideration for consulting services Mr. Hoffman will provide to the Issuer. On July 2, 2008, the closing price of the Issuer’s common stock was $0.50 per share.

Under the terms of the Consulting Agreement, Mr. Hoffman has agreed to provide financial consulting services to the Issuer for a twelve month period beginning on July 2, 2008. The Consulting Agreement may be terminated by the Issuer at any time with 30 days written notice, and Mr. Hoffman may terminate the Consulting Agreement with 30 days written notice if there is a change in control of the Issuer or a material change in management.

Page 4 of 6

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The 1,000,000 shares of Common Stock issued to Mr. Hoffman under the terms of the Consulting Agreement are not registered under the Securities Act, and are therefore “restricted securities” within the meaning of Rule 144 of the Securities Act and can be sold or otherwise transferred only if certain conditions set forth in the rule are met.

Item 7. Material to Be Filed as Exhibits

The following Exhibit is filed with this Statement:

6.1

Independent Contractor Agreement dated July 2, 2008 by and between the Issuer and Mr. Hoffman.

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.


Date: July 3, 2008.		/s/ E. Peter Hoffman, Jr.

		E. Peter Hoffman, Jr.

Page 5 of 6

Exhibit Index

6.1

Independent Contractor Agreement dated July 2, 2008 by and between the Issuer and Mr. Hoffman.

Page 6 of 6

EX-99.6.1 2 c73816exv99w6w1.htm EXHIBIT 6.1 Filed by Bowne Pure Compliance

Exhibit 6.1

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is entered into as of the 2nd day of July 2008, between Osage Exploration and Development, Inc. (the “Company”) and E. Peter Hoffman, Jr. (the “Contractor”).

Independent Contractor. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.

Duties, Term, and Compensation. The Contractor’s duties and term of engagement, are detailed in the attached Exhibit A, which may be amended in writing from time to time by the Contractor and agreed to by the Company, and which collectively are hereby incorporated by reference. In order to induce Contractor to enter into this Agreement, the Company shall issue to the Contractor 1,000,000 shares of the Company’s Common Stock (the “Shares”) which Shares will not be registered under the Securities Act of 1933. Contractor agrees to perform the required services without any further compensation. Contractor will make a Section 83(b) election with respect to the Shares which will be subject to restrictions on trading under Section 16(b) of the Securities Exchange Act of 1934. The Company represents and warrants to the Contractor that the Shares will be validly issued, fully paid and non-assessable and are being issued free of any preemptive rights or any claims of any other parties. All necessary corporate action for the issuance of the Shares has been taken and the issuance of the Shares does not violate any agreement to which the Company is a party or require the consent of any other person or governmental authority. The Shares are not subject to any restrictions on transfer other than those arising under applicable state or federal securities laws. The Company shall deliver certificates for the Shares within three (3) business days after the date of this Agreement.

Expenses. During the term of this Agreement, the Contractor shall bill and the Company shall reimburse the Contractor for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder. Notwithstanding the foregoing, expenses for the time spend by Consultant in traveling to and from Company facilities shall not be reimbursable.

Confidentiality. The Contractor acknowledges that during the engagement he will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into his possession, shall remain the exclusive property of the Company. The Contractor shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his possession or under his control.

Conflicts of Interest; Non-hire Provision. The Contractor represents that he is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he does not have a proprietary interest. During the term of this Agreement, the Contractor shall devote as much of his productive time, energy and abilities to the performance of his duties hereunder as he believes is reasonably necessary to perform the required duties in a timely and productive manner. The Contractor is expressly free to perform services for other parties while performing services for the Company and to conduct other independent business activities.

Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.

Termination. The Company may terminate this Agreement at any time by 30 days’ written notice to the Contractor. Any such termination will not affect the Contractor’s rights to retain the Shares. The Contractor may terminate this Agreement by 30 days written notice if there is a change in control of the Company or a material change in management.

Independent Contractor. This Agreement shall not render the Contractor an employee, partner, agent of, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

10.

Choice of Law. The laws of the state of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

11.

Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in San Diego, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.

12.

Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

13.

Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

14.

Assignment. The Contractor shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Company.

15.

Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:


If to the Contractor:		E. Peter Hoffman, Jr. 6301 N. Western, Suite 260 Oklahoma City, OK 73118

If to the Company:		Osage Exploration and Development, Inc. Attn: Kim Bradford, President and CEO 2445 Fifth Avenue Suite 310 San Diego, CA 92101

Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

16.

Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

17.

Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

18.

Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

19.

Investment Representations. The Contractor represents and warrants to, and agrees with, the Company as follows:

(a) He has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company. He recognizes that his investment involves certain risks. He is acquiring the Shares for his own account for investment and not with a view to the distribution or resale thereof. He has not offered or sold any portion of the Shares and has no present intention of dividing the Shares with others or of reselling or otherwise disposing of any portion of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance.

(b) He is aware that he it must bear the economic risk of his investment in the Company for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (“Act”), or under the securities laws of any states, and therefore, cannot be sold unless they are subsequently registered under the Act and any applicable state securities laws or an exemption from registration is available, and further that only the Company can take action to so register the Shares and the Company is under no obligation and does not propose to attempt to do so.

(c) He has had access to such information about the Company as he believes necessary to make a decision to acquire the Shares. He has had the opportunity to obtain any additional information necessary to verify the accuracy of the information furnished to him and has been given the opportunity to meet with the Company and its representatives and to have them answer any questions regarding the Company and this particular investment, and all such questions have been answered to his full satisfaction.

(d) He understands and agrees that the Shares will not be sold, pledged, hypothecated or otherwise transferred unless registered under the Act and applicable state securities laws or an exemption from registration is available and that legends indicating the restrictions on transferability have been placed on the certificates representing the Shares.

20. Disclosure. The Company will not publicly disclose by press release or public filing with the Securities and Exchange Commission the existence or terms of this Agreement without the consent of Contractor.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

Osage Exploration and Development, Inc.


By: /s/ Kim Bradford		/s/ E. Peter Hoffman, Jr.
Kim Bradford		E. Peter Hoffman, Jr.
Its: President & CEO

SCHEDULE A

DUTIES, TERM, AND COMPENSATION


DUTIES:		The Contractor will perform all duties typically required of a Corporate Finance Advisor, including providing advice and services with regards to financing transactions and mergers & acquisitions and other financing matters for the Company. It is anticipated that Contractor may accompany Company personnel on certain trips to Colombia. Company acknowledges that Contractor is not a registered broker, dealer or investment advisor and none of his duties will require him to register as such.

		He will report directly to Kim Bradford, President and CEO and to any other party designated by Kim Bradford in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the Contractor.

TERM:		This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for a period of twelve months. The agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.