8-K 1 v118883_8k.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 10, 2008
 
COBRA OIL & GAS COMPANY
(Exact name of registrant as specified in its charter)

Nevada
 
000-52782
 
26-2113613
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)

Uptown Center
2100 West Loop South, Suite 400
Houston, Texas
 
77027
(Address of principal executive offices)
 
(Zip Code)
 
(832) 476-8941
(Registrant’s telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 16, 2008 we entered into an Assignment of Farmout Agreement with West Canyon Energy Corp. (aka PetroSouth Energy Corp.). Thereunder, we are the assignee of a 25% interest in and to a Farmout Agreement dated February 1, 2008 by and between Transco Oil & Gas, Inc. as Farmor and West Canyon Energy Corp. respecting the North Semitropic Prospect in Kern County, California. We paid $34,000 for the assignment and are responsible for the payment of our proportionate share of drilling and testing costs on the prospect. On or about June 12, 2008 we paid Transco Oil & Gas Inc. $100,437.50 representing the balance due by us on our share of the prospect acquisition.

As previously announced, on May 22, 2008 we entered into a Memorandum of Intent with Coastal Petroleum Company (Coastal”) which outlines the terms and conditions under which Coastal is willing to enter into a formal agreement with us on certain oil and gas leases owned by Coastal in Valley Creek, Montana. The leases involve approximately 82,800 net acres. Under the leases, Coastal has a 100% working interest with between 75.5% to 80.5% net revenue interests. Pursuant to the Memorandum of Intent, on May 23, 2008 we paid Coastal $180,000 in exchange for a two year option to purchase a 50% interest in the leases for $1,000,000. Prior to exercising the purchase option, we have the right to drill a well at our expense on the leases and earn a 50% working interest in the spacing unit if the well is a producer and we make full payment for the 50% working interest. We have no obligation however, to drill any well on the leases before we exercise our right to purchase the 50% interest in the leases from Coastal. On June 10, 2008 we entered into a formal agreement with Coastal with respect to the foregoing.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits filed as part of this Report are as follows:

Exhibit 10.1
Assignment of Farmout Interest dated June 16, 2008 between Registrant and West Canyon Energy Corp. (aka PetroSouth Energy Corp.)
   
Exhibit 10.2 Formal Agreement, dated June 10, 2008 between Registrant and Coastal Petroleum Company
 
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
     
  COBRA OIL & GAS COMPANY
 
 
 
 
 
 
Date: July 1, 2008 By:   /s/ Massimiliano Pozzoni
 
Name: Massimiliano Pozzoni
Title: President
 
 
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