siberian8k093008.htm
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): September 30, 2008
SIBERIAN ENERGY GROUP
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-118902
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52-2207080
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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275 Madison Ave, 6th Floor,
New York, NY 10016
(Address
of principal executive offices) (Zip Code)
(212)
828-3011
Registrant's
telephone number
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):
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On or
about September 30, 2008, Siberian Energy Group, Inc. (the “Company,” “we,” and
“us”) entered into an Agreement of Purchase and Sale with Limited Liability
Company Neftebitum, a Russian limited liability company (“Neftebitum”), Sergey
V. Prokopiev, an individual and Russian citizen, and Oleg G. Shelepov, an
individual and Russian citizen (collectively, the “Purchasers” and the “Purchase
Agreement”). The Company’s Board of Directors approved and ratified
the Company’s entry into the Purchase Agreement and the transactions
contemplated therein on or about October 30, 2008. Pursuant to the
Purchase Agreement, the Company agreed to sell to the Purchasers an aggregate of
fifty-six percent (56%) of the registered capital of Kondaneftegaz, LLC (“KNG”),
a Russian limited liability company formerly wholly owned by the Company, for
aggregate consideration of 5,600 Russian Rubles (approximately $223 United
States dollars (“US $”).. Neftebitum agreed to purchase a 51%
interest for total consideration of 5,100 Russian Rubles (US $203) and Mr.
Prokopiev and Mr. Shelepov agreed to each purchase a 2.5% interest for
consideration of 250 Russian Rubles each (US $10).
Pursuant
to the Purchase Agreement, the Sellers are obligated to maintain KNG’s main
priority of performing geological studies and exploring for hydrocarbon deposits
in KNG’s two oil and gas exploration licenses in the Khanty-Mansiysk region in
West Siberia, Russia, the Karabashsky-61 and Karabashsky-67 blocks
(the“Blocks”). Further
the Purchasers are obligated to provide financing, by way of direct financing or
third-party loans, in the amounts necessary to comply with the licensing
agreements for the Blocks. The Company’s and the Purchasers’
relationship is to be regulated by the Operating Agreement (as described below),
which was entered into in connection with the Purchase
Agreement. Lastly, the Purchase Agreement provides that in connection
with Neftebitum obtaining a majority interest in KNG, it is obligated to be a
guarantor and accept joint responsibility with KNG for repayment of any
financing the Purchasers obtain for KNG.
On or
about November 5, 2008, and in connection with their entry into the Purchase
Agreement, Neftebitum, the Company and KNG entered into an Operating Agreement
that defines the rights and responsibilities of the parties (the “Operating
Agreement”). Pursuant to the Operating Agreement, Neftebitum is
designated exclusive Operator of KNG and all of its current and future mineral
claims and has the right to appoint all members of KNG’s
management. As Operator, Neftebitum has exclusive control of all
technical, management, operational and associated matters involving KNG and the
Blocks and any potential hydrocarbon exploration and production licenses (the
“Operations”). Neftebitum must manage and conduct the Operations by
itself, its agents, independent contractors and/or servants in general
accordance with standard oil and gas field practices. Neftebitum must
use all reasonable endeavors to:
prepare
annual programs and budgets pursuant to the Operating Agreement and the
licensing agreements for the Blocks;
begin 2D
seismic works on the Blocks during the 2008-2010 fieldwork season and perform
not less than 176.26 linear kilometers of seismic profiles on the Karabashky-61
Block and not less than 158 linear kilometers of seismic works on the
Karabashky-67 Block;
to start
drilling an exploratory well no later than 2011, and complete no less than 2
exploratory wells by April 1, 2012;
to
provide adequate financing to carry out KNG’s planned activities;
and
supervise
implementation of all programs and budgets and provide written progress reports
on a quarterly basis relating to KNG’s activities and programs.
Further,
as Operator, Neftebitum may enter into and negotiate contracts on behalf of KNG,
the Company and represent KNG or the Company in all dealings with governmental
and regulatory bodies. Neftebitum must guarantee any financial
obligations entered into on KNG behalf. Neftebitum may be reimbursed
for expenses incurred in its role as Operator, and if KNG has inadequate
resources to reimburse such expenses, theses un-reimbursed expenses may be
accounted for at the time of the distribution of profits from KNG’s operations,
if any. Neftebitum, however; will not charge operator’s management
fees in connection with its role as Operator. Additionally, the
Company will not charge fees for the use of geological data it
provides. Neftebitum must also use its best efforts to maintain
insurance for the Company. Lastly, Neftebitum’s responsibilities as
Operator under the Operating Agreement may not be assigned or
transferred.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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10.1*
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Agreement
of Purchase and Sale
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10.2*
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Operating
Agreement
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* Filed
herewith
SIGNATURES
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.
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SIBERIAN
ENERGY GROUP INC.
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By:
/s/ David
Zaikin
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David
Zaikin,
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Chief
Executive Officer
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Dated:
November 14, 2008