Unassociated Document

0001144204-11-062258.txt : 20111109 0001144204-11-062258.hdr.sgml : 20111109 20111109082410 ACCESSION NUMBER: 0001144204-11-062258 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20111109 DATE AS OF CHANGE: 20111109 GROUP MEMBERS: ALAN W. BARKSDALE GROUP MEMBERS: BLACK ROCK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSS BORDER RESOURCES, INC. CENTRAL INDEX KEY: 0001373485 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980555508 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83408 FILM NUMBER: 111189659 BUSINESS ADDRESS: STREET 1: 22610 US HIGHWAY 281 N. STREET 2: SUITE 218 CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 432-789-1180 MAIL ADDRESS: STREET 1: 22610 US HIGHWAY 281 N. STREET 2: SUITE 218 CITY: SAN ANTONIO STATE: TX ZIP: 78258 FORMER COMPANY: FORMER CONFORMED NAME: Doral Energy Corp. DATE OF NAME CHANGE: 20080428 FORMER COMPANY: FORMER CONFORMED NAME: Language Enterprises Corp. DATE OF NAME CHANGE: 20060821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RED MOUNTAIN RESOURCES, INC. CENTRAL INDEX KEY: 0001483496 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 271739487 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2515 MC KINNEY AVE STREET 2: SUITE 900 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 720-204-1013 MAIL ADDRESS: STREET 1: 2515 MC KINNEY AVE STREET 2: SUITE 900 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: Teaching Time, Inc. DATE OF NAME CHANGE: 20100205 SC 13D/A 1 v239730_sc13da.htm SC 13D/A Unassociated Document

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)

(Amendment No. 2)*

CROSS BORDER RESOURCES, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

227443108

(CUSIP Number)

Alan W. Barksdale

2515 McKinney Avenue, Suite 900

Dallas, Texas 75201

214-871-0400

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

October 26, 2011

(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 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.

* 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 that 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 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. 227443108

SCHEDULE 13D

Page 2 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Red Mountain Resources, Inc.

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) OO/WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,672,660
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 6,672,660
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,672,660
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 227443108

SCHEDULE 13D

Page 3 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Black Rock Capital, Inc.

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) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Arkansas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 4,490,863
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 4,490,863

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,490,863
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

CUSIP No. 227443108

SCHEDULE 13D

Page 4 of 7 Pages

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Alan W. Barksdale

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) N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 6,672,660
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 6,672,660
	10	SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,672,660
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 227443108

SCHEDULE 13D

Page 5 of 7 Pages

This Amendment No. 2 amends the original Schedule 13D and its Amendment No. 1 (together, “Schedule 13D”) previously filed by Red Mountain Resources, Inc. (“Red Mountain”), Black Rock Capital, Inc. (“Black Rock”) and Alan W. Barksdale (“Barksdale”) with respect to ownership of the common stock, par value $0.001 per share (“Common Stock”), of Cross Border Resources, Inc., a Nevada corporation (the “Issuer”). Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as amended, previously filed with the SEC.

The percentage of beneficial ownership calculation reflected in this Schedule 13D is based upon 16,151,946 shares of Common Stock outstanding as of August 8, 2011.

Item 3. Source of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following:

On October 26, 2011, Red Mountain entered into stock purchase and sale agreements pursuant to which Red Mountain acquired an aggregate of 1,377,193 shares of the Common Stock of the Issuer in exchange for the issuance of 2,754,386 shares of Red Mountain’s common stock.

On November 1, 2011, Red Mountain entered into a stock purchase and sale agreement pursuant to which Red Mountain acquired an aggregate of 637,272 shares of the Common Stock of the Issuer in exchange for the issuance of 1,274,544 shares of Red Mountain’s common stock.

On November 4, 2011, Red Mountain entered into stock purchase and sale agreements pursuant to which Red Mountain acquired an aggregate of 167,332 shares of the Common Stock of the Issuer in exchange for $217,531.60 ($1.30 per share). Red Mountain used its working capital to pay the purchase price.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:

Each of Red Mountain and Barksdale is deemed to be the beneficial owner of 6,672,660 shares of the Issuer’s Common Stock, or approximately 36.5% of the Issuer’s outstanding Common Stock. This represents 2,181,797 shares of Common Stock held by Red Mountain and 2,354,699 shares of Common Stock held by Black Rock, Red Mountain’s wholly owned subsidiary. This also includes warrants to purchase 2,136,164 shares of Common Stock of the Issuer held by Black Rock which become exercisable on November 26, 2011. Barksdale is the Chief Executive Officer of Red Mountain and an officer of Black Rock. As such, Barksdale has the authority to vote the shares of Common Stock on behalf of Red Mountain and Black Rock.

CUSIP No. 227443108

SCHEDULE 13D

Page 6 of 7 Pages

In the past 60 days, Red Mountain effected the transactions described under Item 3 above and such transactions are incorporated by reference herein.

Item 7. Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended to add the following:

10.6.

Form of Stock Purchase and Sale Agreement between Red Mountain Resources, Inc. and sellers.

10.7	Form of Stock Purchase and Sale Agreement between Red Mountain Resources, Inc. and sellers.

CUSIP No. 227443108

SCHEDULE 13D

Page 7 of 7 Pages

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 November 8, 2011

		RED MOUNTAIN RESOURCES, INC.

	By:	/s/ Alan W. Barksdale
		Alan W. Barksdale, CEO

		BLACK ROCK CAPITAL, INC.


	By:	/s/ Alan W. Barksdale
		Alan W. Barksdale, President

		/s/ Alan W. Barksdale
		Alan W. Barksdale

EX-10.6 2 v239730_ex10-6.htm EXHIBIT 10.6

AGREEMENT

AGREEMENT, dated _____ __, 2011, among ________ (“Seller”) and Red Mountain Resources, Inc. (“Purchaser”).

RECITALS:

A. Seller is the owner of _____ shares (“Shares”) of common stock, par value $0.001 per share, of Cross Border Resources, Inc. (“Cross Border”); and

B. Seller desires to sell the Shares to Purchaser and Purchaser desires to acquire the Shares from Seller on the terms and conditions set forth in this Agreement.

IT IS AGREED:

1. Purchase and Sale of Shares. Subject to the terms and conditions herein, Seller hereby agrees to sell the Shares to Purchaser and Purchaser hereby agrees to purchase the Shares from Seller. Purchaser shall purchase the Shares from Seller through the issuance of ______ shares (“Stock Consideration”) of common stock, par value $0.00001 per share, of Purchaser.

2. Delivery of Shares and Stock Consideration. Simultaneously with the execution of this Agreement:

(a) Seller shall deliver to Purchaser a certificate representing the Shares, registered in Seller’s name, together with an instrument of transfer executed in blank with original signature from Seller, medallion guaranteed, so that the Shares may be transferred to the name of Purchaser. Alternatively, if the Shares are in electronic format, Seller shall deliver or cause to be delivered to Purchaser appropriate instructions for book entry transfers of ownership of the Shares from Seller to Purchaser.

(b) The Company shall issue to Purchaser a stock certificate representing the Stock Consideration indicating Purchaser as the owner of the Stock Consideration.

3. Representations of Seller. Seller represents and warrants to Purchaser as follows:

(a) This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b) Seller is the record and beneficial owner of, and has good and marketable title to, the Shares, free and clear of all liens, security interests, charges, claims, restrictions and other encumbrances, subject to securities laws restrictions. Seller has not granted to any person or entity any options or other rights to buy the Shares. No other person or entity has any interest in the Shares of any nature. The sale and transfer of the Shares to Purchaser pursuant to this Agreement will not give any person a legal right or cause of action against the Shares or Purchaser.

(c) Seller has reviewed the public filings of Purchaser relating to Cross Border, including without limitation, the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by the Purchaser on June 30, 2011, and understands that Purchaser is seeking to acquire additional shares of common stock of Cross Border in order to effect various corporate transactions. Seller understands and acknowledges that (i) Purchaser may acquire additional shares of common stock of Cross Border in future transactions for per-share consideration that may be in excess of that which it is paying to Seller and (ii) that Seller has no right to receive from Purchaser, and Purchaser has no obligation to pay Seller, any such excess consideration for the Shares.

(d) Seller has reviewed the public filings of Purchaser, including without limitation, those filed with the SEC, which include Purchaser’s Current Report on Form 8-K dated May 26, 2011 and filed with the SEC on June 28, 2011, and Seller understands the content of such filings and the risks described about an investment in the Purchaser.

(e) Seller is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (“Securities Act”).

(f) Seller acknowledges that the Stock Consideration is not registered under the Securities Act, or in any state and that Seller must hold the Stock Consideration for an indefinite period unless the Stock Consideration is subsequently registered under the Securities Act or a Federal and state exemption from such registration is available. Purchaser further understands that the certificate representing the Stock Consideration will bear a legend indicating the restrictions on transferability.

(g) The Stock Consideration is to be acquired for Seller’s own account and is not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

(a) This Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b) Purchaser has reviewed the documents of Cross Border filed with the SEC and Purchaser understands the content of such filings and the risks described about an investment in Cross Border.

(d) Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in Cross Border and has sufficient information about Cross Border to evaluate the merits and risks of an investment in Cross Border.

(e) Purchaser understands that the Shares are not registered under the Securities Act or in any state and that the Shares may not be able to be sold unless they are subsequently registered or an exemption from such registration is available. Purchaser further understands that the certificate representing the Shares will bear a legend indicating the restrictions on transferability.

(f) The Shares are to be acquired for Purchaser’s own account and are not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

5. Registration of Stock Consideration. Purchaser is currently engaged in a $25 million private placement (“Private Placement”) of shares of its common stock. Following the final closing of the Private Placement, Purchaser intends to file a registration statement with the SEC registering the resale of the shares of Purchaser’s common stock sold in the Private Placement. Purchaser agrees to include the resale of the Stock Consideration to be received by the Seller hereunder on such registration statement.

6. Confidentiality. Except as otherwise required by applicable law, rule or regulation, Seller shall not disclose the existence or contents of this Agreement without the prior consent of the Purchaser.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Florida without giving effect to principles of conflicts of law.

8. Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.

9. Further Assurances. The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

SELLER:		PURCHASER:

		RED MOUNTAIN RESOURCES, INC.

		By:
[___________]		Alan W. Barksdale, Chief Executive Officer

EX-10.7 3 v239730_ex10-7.htm EXHIBIT 10.7

AGREEMENT

AGREEMENT, dated November __, 2011, among ________ (“Seller”) and Red Mountain Resources, Inc. (“Purchaser”).

RECITALS:

A. Seller is the owner of _____ shares (“Shares”) of common stock, par value $0.001 per share, of Cross Border Resources, Inc. (“Cross Border”); and

B. Seller desires to sell the Shares to Purchaser and Purchaser desires to acquire the Shares from Seller on the terms and conditions set forth in this Agreement.

IT IS AGREED:

1. Purchase and Sale of Shares. Subject to the terms and conditions herein, Seller hereby agrees to sell the Shares to Purchaser and Purchaser hereby agrees to purchase the Shares from Seller for an aggregate purchase price of $______ (“Purchase Price”).

2. Delivery of Shares and Payment of Purchase Price. Upon execution of this Agreement, Seller shall deliver to Purchaser a certificate representing the Shares, registered in Seller’s name, together with an instrument of transfer executed in blank with original signature from Seller, medallion guaranteed, so that the Shares may be transferred to the name of Purchaser. Alternatively, if the Shares are in electronic format, Seller shall deliver or cause to be delivered to Purchaser appropriate instructions for book entry transfers of ownership of the Shares from Seller to Purchaser. Upon receipt of the Shares, Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available funds to an account designated by Seller.

3. Representations of Seller. Seller represents and warrants to Purchaser as follows:

(c) Seller has reviewed the public filings of Purchaser relating to Cross Border, including without limitation, the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) by the Purchaser on June 30, 2011, as amended on August 18, 2011, and understands that Purchaser is seeking to acquire additional shares of common stock of Cross Border in order to effect various corporate transactions. Seller understands and acknowledges that (i) Purchaser may acquire additional shares of common stock of Cross Border in future transactions for per-share consideration that may be in excess of that which it is paying to Seller and (ii) that Seller has no right to receive from Purchaser, and Purchaser has no obligation to pay Seller, any such excess consideration for the Shares.

4. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

(b) Purchaser has reviewed the documents of Cross Border filed with the SEC and Purchaser understands the content of such filings and the risks described about an investment in Cross Border.

(f) The Shares are to be acquired for Purchaser’s own account and are not intended to be sold or otherwise disposed of in violation of the securities laws of the United States.

5. Confidentiality. Except as otherwise required by applicable law, rule or regulation, Seller shall not disclose the existence or contents of this Agreement without the prior consent of the Purchaser.

6. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Florida without giving effect to principles of conflicts of law.

7. Counterparts. This Agreement may be signed in counterparts which, taken together, shall constitute one Agreement.

8. Further Assurances. The parties hereto agree to promptly take such steps as may be necessary to effectuate the purposes and intent of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

SELLER:		PURCHASER:

		RED MOUNTAIN RESOURCES, INC.

		By:
[___________]		Alan W. Barksdale, Chief Executive Officer