-----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, QOEaG9l4Zinh2o/KMHmsx+KjISgavGcoW6Yk9eWWah6EddRRRfgSMCSY7zXDVvhS zE3ENkwgWmRz6xXUOVEUJg== 0001510123-11-000005.txt : 20110112 0001510123-11-000005.hdr.sgml : 20110112 20110112172120 ACCESSION NUMBER: 0001510123-11-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110112 DATE AS OF CHANGE: 20110112 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: 11526046 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: Pure Gas Partners II, L.P. CENTRAL INDEX KEY: 0001510123 IRS NUMBER: 200811730 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 22610 US HIGHWAY 281 NORTH, SUITE 218 CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 210-226-6700 MAIL ADDRESS: STREET 1: 22610 US HIGHWAY 281 NORTH, SUITE 218 CITY: SAN ANTONIO STATE: TX ZIP: 78258 SC 13D/A 1 schedule2.txt SCHEDULE 13D/A *************************************************************************** UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CROSS BORDER RESOURCES, INC. (Name of Issuer) COMMON STOCK, $0.001 PER SHARE PAR VALUE (Title of Class of Securities) 258114 305 (CUSIP Number) Pure Gas Partners II, L.P. 22610 US Highway 281 North, Suite 281 San Antonio, TX 78258 Tel: 210-226-6700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 3, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [ ]. *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 the disclosures provided in a prior cover page. The information required in 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. 258114 305 Names of Reporting Persons: Pure Gas Partners II, L.P. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [_] (b) [_] NOT APPLICABLE 3. SEC Use Only: 4. Source of Funds (See Instruction): OO (Other) Acquired in exchange for assets in a merger of subsidiaries 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not applicable 6. Citizenship or Place of Organization: Texas Number of Shares Beneficially by Owned by Each Reporting Person With: 7. Sole Voting Power: 9,981,536 SHARES 8. Shared Voting Power: NOT APPLICABLE 9. Sole Dispositive Power: 9,981,536 SHARES 10. Shared Dispositive Power: NOT APPLICABLE 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 9,981,536 SHARES 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): NOT APPLICABLE 13. Percent of Class Represented by Amount in Row (11): 80% 14. Type of Reporting Person (See Instructions): PN (Partnership) This Schedule 13D/A (Amendment No. 1) is being filed by Pure Gas Partners II, L.P. (the "Reporting Person") to amend the Schedule 13D of the Reporting Person dated January 12, 2011 (the "Original Schedule 13D') originally filed with the Securities and Exchange Commission on January 12, 2011. This Schedule 13D/A replaces the Original Schedule 13D in its entirety. CUSIP No. 258114 305 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this Schedule 13D Statement relates is shares of common stock, par value $0.001 per share, of Cross Border Resources, Inc., a Nevada corporation (the "Company"). The principal executive offices of the Company are located at 22610 US Highway 281 N., Suite 218, San Antonio, TX 78258. ITEM 2. IDENTITY AND BACKGROUND A. Name of Person filing this Statement: Pure Gas Partners II, L.P. (the "Reporting Person") B. Residence or Business Address: The business address of the Reporting Person is 22610 US Highway 281 N., Suite 218, San Antonio, TX. C. Present Principal Occupation and Employment: Not Applicable. D. The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. E. The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a 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. F. Citizenship: The Reporting Person is a limited partnership organized under the laws of the State of Texas. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The securities were acquired in exchange for assets of the Reporting Person effected through the following merger: Effective January 3, 2011, Cross Border Resources, Inc. (formerly Doral Energy Corp.) (the "Company") completed the acquisition of Pure Energy Group, Inc. ("Pure Sub") as contemplated pursuant to the Agreement and Plan of Merger dated December 2, 2010 (the "Pure Merger Agreement") among the Company, Doral Acquisition Corp., the Company's wholly owned subsidiary ("Doral Sub"), Pure Gas Partners II, L.P. ("Pure") and Pure Sub, a wholly owned subsidiary of Pure L.P (Pure Sub and Pure L.P. being collectively referred to herein as the "Pure Energy Group"). Pursuant to the provisions of the Pure Merger Agreement, all of Pure L.P.'s oil and gas assets were transferred to Pure Sub. Pure Sub was then merged with and into Doral Sub, with Doral Sub continuing as the surviving corporation (the "Pure Merger"). Upon completion of the Pure Merger, the outstanding shares of Pure Sub were converted into an aggregate of 9,981,536 shares of the Company's common stock. As a result of the Pure Merger, Pure L.P. owns approximately 80% of the Company's total outstanding shares on a fully diluted basis, with the Company's previous stockholders owning the remaining 20%. Effective January 4, 2011, following closing of the Pure Merger, Doral Sub was merged with and into the Company, with the Company continuing as the surviving corporation. Upon completing the merger of Doral Sub with and into the Company, the Company changed its name to "Cross Border Resources, Inc." No other amendments were made to the Company's Articles of Incorporation. ITEM 4. PURPOSE OF TRANSACTION The Reporting Person acquired the Shares referred to in Item 3 pursuant to a merger. The Reporting Person intends to distribute the Shares to its limited partners pro-rata. As of the date hereof, except as otherwise disclosed above, the Reporting Person does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's Articles of Incorporation or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company 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 Company 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 COMPANY. (a) Aggregate Beneficial Ownership: As of January 12, 2011, the Reporting Person beneficially owns the following securities of the Company: Title of Security Amount Percentage of Shares of Common Stock - --------------------------------- - ---------------- - ------------------------------------ Common Stock 9,981,536 80% - --------------------------------- - ---------------- - ----------------------------------- (b)Power to Vote and Dispose of the Company Shares: The Reporting Person has the sole power to vote or to direct the vote of the Shares held by him and has the sole power to dispose of or to direct the disposition of the Shares held by him. (c) Transactions Effected During the Past 60 Days: On January 3, 2011, the Reporting Person acquired the Shares that are the subject of the Schedule pursuant to the merger more particularly described in Item 3. (d) Right of Others to Receive Dividends or Proceeds of Sale: Not Applicable. (e) Date Ceased to be the Beneficial Owner of More Than Five Percent: Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable 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. January 12, 2011 Date /s/ Jim Swink, Jr. Signature Jim Swink, Jr., Managing Director, on behalf of Pure Gas Partners II, L.P. Name/Title -----END PRIVACY-ENHANCED MESSAGE-----