0001144204-12-046293.txt : 20120815 0001144204-12-046293.hdr.sgml : 20120815 20120815152237 ACCESSION NUMBER: 0001144204-12-046293 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120815 DATE AS OF CHANGE: 20120815 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: 121036936 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 v321656_sc13da.htm SC 13D/A

 

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. 7)*

 

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)
 
August 10, 2012
(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 6 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) ¨

(b) ¨

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO

 

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

 

8,357,629

 

8

 

SHARED VOTING POWER

 

0

 

9

 

SOLE DISPOSITIVE POWER

 

8,357,629

 

10

 

SHARED DISPOSITIVE POWER

 

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,357,629

 

12

 

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

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.7%

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

         

 

 
 

 

CUSIP No.  227443108 SCHEDULE 13D Page 3 of 6 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

 

4,272,328

 

9

 

SOLE DISPOSITIVE POWER

 

0

 

10

 

SHARED DISPOSITIVE POWER

 

4,272,328

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,272,328

 

12

 

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

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.4%

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

         

 

 

 
 

 

CUSIP No.  227443108 SCHEDULE 13D Page 4 of 6 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

 

8,357,629

 

8

 

SHARED VOTING POWER

 

0

 

9

 

SOLE DISPOSITIVE POWER

 

8,357,629

 

10

 

SHARED DISPOSITIVE POWER

 

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,357,629

 

12

 

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

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

45.7%

 

14

 

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

         

 

 

 
 

 

CUSIP No.  227443108 SCHEDULE 13D Page 5 of 6 Pages

 

 

This Amendment No. 7 amends the original Schedule 13D and its Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6 (together, “Schedule 13D”) previously filed by Red Mountain Resources, Inc. (“Red Mountain”), Black Rock Capital, Inc. (“Black Rock”) and Alan W. Barksdale (“Barksdale”) (collectively herein referred to as the “Reporting Persons”) 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 July 3, 2012, as set forth in the Issuer’s Proxy Statement on Schedule 14A filed with the SEC on July 10, 2012.

 

 

Item 3. Source of Funds or Other Consideration.

 

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

 

On August 10, 2012, Red Mountain entered into a stock purchase and sale agreement pursuant to which Red Mountain acquired an aggregate of 384,040 shares of the Common Stock of the Issuer in exchange for the issuance of 768,080 shares of Red Mountain’s common stock.

 

 

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 8,357,629 shares of the Issuer’s Common Stock, or approximately 45.7% of the Issuer’s outstanding Common Stock. This represents 4,085,301 shares of Common Stock held by Red Mountain and 2,136,164 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 for which the exercise period began 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.

 

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

 

 
 

 

CUSIP No.  227443108 SCHEDULE 13D Page 6 of 6 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 August 15, 2012

 

            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