-----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, JBAUHd7+vpJ5lcdt2wgqhRpA+yHJgl3wpV2iM5jkHPqlQc0r3grYPWo+bZ392dtn 8UzzxZ4Ribd0AwmiyEnaDg== 0001092306-07-000050.txt : 20070206 0001092306-07-000050.hdr.sgml : 20070206 20070206162624 ACCESSION NUMBER: 0001092306-07-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070131 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070206 DATE AS OF CHANGE: 20070206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADIAL ENERGY, INC. CENTRAL INDEX KEY: 0001282496 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721580091 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-113726 FILM NUMBER: 07584790 BUSINESS ADDRESS: STREET 1: 225 MARINE DRIVE STREET 2: SUITE 210 CITY: BLAINE STATE: WA ZIP: 98230 BUSINESS PHONE: 360-332-0905 MAIL ADDRESS: STREET 1: 225 MARINE DRIVE STREET 2: SUITE 210 CITY: BLAINE STATE: WA ZIP: 98230 FORMER COMPANY: FORMER CONFORMED NAME: BV PHARMACEUTICAL INC DATE OF NAME CHANGE: 20040303 8-K 1 radial8k.txt ================================================================================ UNITED STATES 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): JANUARY 31, 2007 _______________________ RADIAL ENERGY, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) NEVADA 333-113726 72-1580091 ____________________________ ________________________ ______________________ (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 1200 SMITH STREET, SUITE 1600 HOUSTON, TEXAS 77002 ____________________________________________________________ (Address of principal executive offices, including zip code) (713) 353-4963 ____________________________________________________ (Registrant's telephone number, including area code) _____________________________________________________________ (Former name or former address, 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 (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c)) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. As previously disclosed in our current report on Form 8-K filed on April 21, 2006 and our quarterly report for the period ended June 30, 2006, we had previously entered into a Letter of Intent dated April 19, 2006, and a related Joint Operating Agreement effective as of May 11, 2006, pursuant to which we acquired rights to a 20% working interest and 18% revenue interest in the Huaya Anticline Project, Block 100 oil prospect located in the Ucayali Basin, Peru (the "Huaya Agreement"). On January 31, 2007, we entered into an agreement with Compania Consultora de Petroleo, S.A. and Ziegler-Peru, Inc., the other parties to the Huaya Agreement, and modified certain terms of our Huaya Agreement (the "January 2007 Agreement"). The amended terms are described herein, and the remainder of the Huaya Agreement remains in effect. The January 2007 Agreement increased the interest we acquired in the Huaya Anticline Project from 20% to 23 percent. As consideration for this interest, which is only for one well, we originally agreed to pay a total of $1,650,000, which funds also cover the acquisition of certain equipment to be used for drilling, testing, and evaluation of the first well. Under the January 2007 Agreement, we paid an additional $450,000 towards the drilling, testing, and completion of the first well for a total of $2,100,000. As of the date of the filing of this report, we have paid $2,100,000 of our total financial obligation for the first well. After drilling of the first well is complete, we will have the option to proceed with the project by funding the drilling, testing and evaluation of another two wells on the property. The original terms required Radial Energy to advance an additional $1,650,000, within 10 business days of receiving the testing results of the first well if we decided to proceed with the drilling second and third wells. The January 2007 Agreement reduces the additional to $1,550,000 of which $900,000 must be advanced according to the original 10 day deadline and the remaining $650,000 must be advanced upon notification of drilling the third well. These funds are expected to cover the acquisition and installation of all production facilities required to bring the hydrocarbons produced to market. In addition, Radial Energy has agreed to pay 10% of any future revenues from the Huaya Anticline Project to cover all reasonable and documentable costs to date above the sum of $1,050,000 relating to the purchase of equipment, drilling, and contracting expenses incurred by Ziegler-Peru until this amount is paid in full. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.1 Huaya Lote 100 - Agreement with Compania Consultora de Petroleo, S.A. and Ziegler-Peru, Inc., dated January 31, 2007, amending Joint Operating Agreement dated May 11, 2006. 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. RADIAL ENERGY, INC. Dated: February 6, 2007 By: /s/ G. LEIGH LYONS _______________________________ G. Leigh Lyons, President, Chief Executive Officer, and Chief Financial Officer EX-10 2 ex10-1.txt EXHIBIT 10.1 EXHIBIT 10.1 HUAYA LOTE 100 - AGREEMENT JANUARY 31, 2007 THIS AGREEMENT, (hereinafter "January 2007 Agreement") is made as of the date entered below among Compania Consultora de Petroleo, S.A. (hereinafter "CCP"), a company incorporated in the Republic of Peru; Radial Energy, Inc., a company incorporated in Nevada, United States of America (hereinafter referred to as "Radial"); and Ziegler-Peru, Inc., a company incorporated in Texas, United States of America (hereinafter referred to as "ZPI"). The companies named above may sometimes individually be referred to as "Party" and collectively as the "Parties". The Parties have entered into contracts and agreements for oil and gas exploration, exploitation, development, and production as regards a License Contract (hereinafter the "License Contract" or "Contract") with the Republic of Peru, Ministry of Mines, and/or PeruPetro covering certain areas located in the Loreto Department, Peru - Ucayali Basin called Block 100. NOW, THEREFORE, in consideration of the agreements and obligations set out below and to be performed, the Parties agree as follows: 1. No existing agreements among the parties are changed except as to the terms in this January 2007 Agreement. 2. In consideration of four hundred fifty thousand U.S. dollars (US$ 450,000) Radial will purchase a 3.0 % interest out of the 70.0 % interest of CCP in Lote 100, with Radial then having 23.0 % interest and CCP then having 67.0 % interest in the Lote and License Contract. ZPI agrees to waive any preferential purchase rights it holds under the JOA for this transaction, and will continue to own 10.0 % in the Lote and License Contract. 3. Radial will fund the US$ 450,000 within three (3) days of the day this January 2007 Agreement is signed, funded directly to CCP by wire. 4. CCP will use in fact and in good faith the funds paid by Radial for the increased interest in Lote 100 to the extent required for costs already incurred or incurred in the future from vendors and contractors and similar costs for drilling, logging and evaluating, and completion and testing of the Huaya 1X well, which is currently in various stages of drilling. Page 1 of 2 5. ZPI will pay costs of its Team for further operations on the Huaya 1X, 2X, and 5X wells, subject to potential repayment as set forth below. 6. The excess costs incurred by ZPI, defined as funds spent by ZPI on the Huaya 1X, 2X, and 5X wells (called Obligation Wells No. 1, 2, and 3 in the agreements between CCP and ZPI) and for funds actually paid by ZPI over and above the sum of US$ 1,050,000 allocated to the drilling rig and related equipment and drill bits, fuel, and drilling labor in its agreements with CCP, will be paid to ZPI by CCP and Radial, proportionate to their interests, out of 10 % of the Huaya revenues net to their total interest once production begins. No excess costs will be paid to ZPI except out of these future Huaya revenues, and ZPI will document these costs as requested. The costs to be reimbursed will be direct costs spent for the wells or well operations that are reasonable and necessary for the wells to be drilled, completed, and tested. 7. The second funding to be paid by Radial if Radial determines to proceed with the drilling of Obligation Wells No. 2 and 3 (most likely called Huaya 2X and 5X), will be reduced by the advance made by Radial in the amount of US$ 100,000 several weeks before this Agreement. Radial and ZPI agree that the payments by Radial to ZPI will be timed as required in the agreements between CCP and ZPI, which payments from Radial to ZPI as reduced are now US$ 900,000 for Obligation Well No. 2, and US$ 650,000 for Obligation Well No. 3. ZPI pays CCP US$ 900,000 and US$ 600,000, respectively, as reduced, and ZPI retains US$ 50,000 of the payment amount based on a different sum in the two respective agreements as originally written. Agreed to as a binding and final agreement on these issues, this 31st day of January, 2007. /s/ EFREN TOMAYLIA MARTINEZ _____________________________________ Compania Consultora de Petroleo, S.A. /s/ G. LEIGH LYONS _____________________________________ Radial Energy, Inc. /s/ EDWARD R. ZIEGLER _____________________________________ Ziegler-Peru, Inc. Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----