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SFPI > SEC Filings for SFPI > Form 8-K/A on 26-Jun-2012All Recent SEC Filings

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Form 8-K/A for SANTA FE PETROLEUM, INC.


26-Jun-2012

Entry into a Material Definitive Agreement, Completion of Acquisition


Item 1.01 Entry into a Material Definitive Agreement.

On May 10, 2012, Santa Fe Petroleum, Inc., f/k/a Baby All Corp., a Delaware corporation (the "Registrant"), entered into a Share Exchange Agreement, attached hereto as Exhibit 2.1 (the "Exchange Agreement"), with Santa Fe Operating, Inc., a Delaware corporation engaged in the exploration and production of oil and gas ("SFO"), Tom Griffin, an individual, on behalf of the holders (the "SFO Shareholders") of 100% of the issued and outstanding common stock of SFO (the "SFO Stock"), and Efrat Schwartz, an individual and the holder of a majority of the issued and outstanding shares of the Registrant's common stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the Exchange Agreement, each SFO Shareholder was issued one share of Common Stock in exchange for all of its shares of SFO Stock (the "Exchange"). Pursuant to the terms of the Exchange Agreement, the Exchange closed on May 20, 2012 (the "Closing Date"). As a result, (i) the Registrant issued an aggregate of 33,478,261 shares of Common Stock to the SFO Shareholders; (ii) the Registrant issued warrants to purchase an aggregate of 6,764,856 shares of Common Stock to the SFO Shareholders, at an exercise price of $0.50 per share; and (iii) SFO became a wholly-owned subsidiary of the Registrant.



Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 10, 2012, the Registrant entered into the Exchange Agreement, as described in Item 1.01 (which is incorporated by reference), pursuant to which SFO became a wholly-owned subsidiary of the Registrant on the Closing Date. Prior to consummating the Exchange, the Registrant was a shell company, as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of the Exchange, the Registrant acquired an unevaluated oil and natural gas property in Comanche County, Texas, which is currently the Registrant's principal asset. The assets acquired by the Registrant pursuant to the Exchange are described in further detail in the disclosure attached hereto and provided pursuant to Item 2.01(f).

The disclosure provided pursuant to this Item 2.01 relates primarily to SFO and Santa Fe Land, LLC, a wholly-owned subsidiary of SFO, and to our business plans following the Share Exchange. Information relating to our business prior to the Share Exchange has been previously reported in our Annual Report on Form 10-K for the fiscal year-ended December 31, 2011, as filed with the Securities and Exchange Commission on March 22, 2012, and is incorporated herein by reference.

For accounting purposes, this transaction is being accounted for as a reverse merger, since the SFO Shareholders collectively beneficially own approximately 84.8% of the Common Stock. In connection with the Exchange, the Registrant amended its articles of incorporation to change its name from Baby All Corp. to Santa Fe Petroleum, Inc. on May 17, 2012.



Item 3.02 Unregistered Sales of Equity Securities.

On the Closing Date, pursuant to the Exchange Agreement, as described in Item
1.01 (which is incorporated by reference), the Registrant effected the Exchange. In accordance with the Exchange, and in consideration for 100% of the issued and outstanding SFO Stock, the Registrant issued to the SFO Shareholders: (i) an aggregate of 33,478,261 shares of Common Stock (the "Exchange Shares"), and (ii) warrants to purchase an aggregate of 6,764,856 shares of Common Stock (the "Warrants"), which Warrants are exercisable at any time for a period of three years from the date of issuance at an exercise price of $0.50 per share.

The offer and sale of the Exchange Shares and the Warrants were exempt from the registration and prospectus delivery requirements of the Securities Act by virtue of Section 4(2) and Regulation D promulgated thereunder. The Exchange Shares and the Warrants were issued directly by the Registrant and did not involve a public offering or general solicitation. Each SFO Shareholder represented to us in writing that it is an "accredited investor," as that term is defined in Rule 501(a) of Regulation D, promulgated under the Securities Act.



Item 5.01 Changes in Control of Registrant.

On the Closing Date, in connection with the Exchange and as described in Items 1.01 and 3.02 (which are incorporated by reference), 33,478,261 shares of Common Stock, or approximately 84.8% of the issued and outstanding shares of Common Stock, became beneficially owned by the SFO Shareholders. Effective May 10, 2012, and pursuant to the terms of the Exchange Agreement, Efrat Schwartz and Merav Shalom, who comprised the entire board of directors of the Registrant on that date, resigned. Immediately thereafter, the SFO Shareholders elected Tom Griffin, Bruce Hall and Jack Nelson to the Board of Directors, resulting in a change in control of the Registrant. Prior to the Exchange, Efrat Schwartz was the beneficial owner of a majority of the issued and outstanding Common Stock. Following the Exchange, 72.2% of the issued and outstanding Common Stock was collectively owned by Messrs. Griffin, Hall and Nelson.

The disclosure required by Item 5.01 (a)(8) is attached hereto.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 10, 2012, Efrat Schwartz and Merav Shalom, who comprised the entire board of directors of the Registrant on that date, resigned. Neither of Mmes. Schwartz and Shalom had any disagreement with the Registrant, known to an executive officer of the Registrant, on any matter related to the Registrant's operations, policies or practices.

On May 10, 2012, the SFO Shareholders acted by written consent to elect Tom W. Griffin, Bruce A. Hall and Jack Nelson to serve as members of the Registrant's board of directors, and elected Mr. Griffin to serve as Chairman of the Board. Also effective May 10, 2012, Ms. Schwartz resigned as the Registrant's President and Chief Executive Officer, and Ms. Shalom resigned as the Registrant's principal accounting officer and principal financial officer. Immediately thereafter, the Registrant's board of directors appointed Mr. Griffin as the President and Secretary of the Registrant, and appointed Mr. Hall as Chief Executive Officer and Chief Financial Officer of the Registrant. For a complete discussion of the composition of the Board as well as the newly-appointed officers of the Company, and in accordance with the disclosure requirements of Item 5.02(c), please see the section of the attached disclosure entitled
"DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS," which is
incorporated herein by reference.



Item 5.06 Change in Shell Company Status.

In connection with the Exchange and as reported in Item 1.01 and 2.01 (which are incorporated by reference), the Company has ceased to be a "shell company," as that term is defined in Rule 12b-2 of the Exchange Act.

                               TABLE OF CONTENTS



Description of Business                                                    6
Risk Factors                                                               14
Management's Discussion and Analysis of Financial Condition and Results    24
of Operations
Description of Properties                                                  29
Security Ownership of Certain Beneficial Owners and Management             29
Directors, Executive Officers, Promoters, and Control Persons              31
Indemnification of Directors and Officers                                  32
Executive Compensation                                                     33
Certain Relationships and Related Transactions, and Director               33
Independence
Recent Sales of Unregistered Securities                                    35
Description of Securities                                                  35
Market Price of and Dividends on the Registrant's Common Equity and        37
Related Stockholder Matters
Legal Proceedings                                                          38
Financial Statements and Supplementary Data                                38
Changes In and Disagreements with Accountants on Accounting and            38
Financial Disclosure
Financial Statements and Exhibits                                          38

DESCRIPTION OF BUSINESS

On May 10, 2012, Santa Fe Petroleum, Inc., f/k/a Baby All Corp., a Delaware corporation (the "we," "us," "our," or the "Company"),entered into a Share Exchange Agreement (the "Exchange Agreement"), with Santa Fe Operating, Inc., a Delaware corporation engaged in the exploration and production of oil and gas ("SFO"), Tom Griffin, an individual, on behalf of the holders (the "SFO Shareholders") of 100% of the issued and outstanding common stock of SFO (the "SFO Stock"), and Efrat Schwartz, an individual and the holder of a majority of the issued and outstanding shares of our common stock, par value $0.0001 per share (the "Common Stock"). Pursuant to the Exchange Agreement, each SFO Shareholder was issued one share of Common Stock in exchange for all of its shares of SFO Stock (the "Exchange"). Pursuant to the terms of the Exchange Agreement, the Exchange closed on May 20, 2012 (the "Closing Date"). As a result, (i) we issued an aggregate of 33,478,261 shares of Common Stock to the SFO Shareholders; (ii) we issued warrants to purchase an aggregate of 6,764,856 shares of Common Stock to the SFO Shareholders, at an exercise price of $0.50 per share; and (iii) SFO became a wholly-owned subsidiary of ours.

Prior to the Exchange, our business plan was to seek third party entities interested in licensing the rights to manufacture and market the patent design of an "infant medicine dispenser." We were incorporated in Delaware on November 30, 2010, and a Design Patent Transfer and Sale Agreement was signed between Mrs. Julie Franchi (the inventor and seller), in relation to a patented technology on December 13, 2010, granting us exclusive rights, title and interest in and to the Design Patent Number: 380828 and all Intellectual Property rights, free and clear of any lien, charge, claim, preemptive rights, etc. for an infant medicine dispenser. We were not able to commercialize the product due to a lack of funds, and we did not build a prototype. Hence, no testing has been done to determine the ability of the technology to perform as we expect, its reliability or its cost effectiveness. As a result, we were not able to commence operations under the infant medicine dispenser business plan and were in the development stage at the time of the Exchange.

As the result of the Exchange, we are now a development stage company engaged in the acquisition, exploration, and development of oil and gas properties. In addition to the development of our existing property interests, we intend to acquire additional oil and gas interests in the future. Management believes that our future growth will primarily occur through the acquisition of additional oil and gas properties following extensive due diligence by our company. We also may elect to proceed through collaborative agreements and joint ventures in order to share expertise and reduce operating costs with other experts in the oil and gas industry. The analysis of new property interests will be undertaken by or under the supervision of our management and board of directors. Although the oil and gas industry is currently very competitive, management believes that many undervalued prospective properties remain available for acquisition purposes.

Our principal asset consists of an unevaluated oil and natural gas property in Comanche County, Texas, which approximated $494,000 as of December 31, 2011.

The unevaluated oil and natural gas property was originally drilled in 2009, as the Barnett Cody #1A test. However, additional capital was needed for us to commence further drilling activities. As a result of the additional capital requirements, the reservoir analysis has not yet being completed. As such, we have classified the oil and natural gas property as unevaluated as of December 31, 2011. As of December 31, 2011, the primary term of our oil and natural gas lease was through March 2012; however, subsequent to December 31, 2011, we extended the primary term through March 2014.

On May 11, 2011, we acquired 100 percent of the member units (the "SFL Acquisition") of Santa Fe Land, LLC ("SFL"), a Texas limited liability company and a wholly-owned subsidiary of SFO. We issued 33,478,261 shares of common stock and 1,999,150 warrants to SFL member unit holders in exchange for their LAND member units. The SFL member unit holders were comprised entirely of entities under the control of Tom Griffin, the Company's Chairman of the Board and a related party (the "Principal Stockholder"). The acquisition of SFL is being accounted for as a combination of entities under common control. Therefore, the acquisition has been recorded at the historical cost basis of the assets transferred. The warrants to purchase common stock of the Company are at an exercise price of $0.50 per share and have a three year exercise period.

In connection with the SFL Acquisition, we acquired SFL's oil and natural gas working interests of 100% with a net revenue interest of 75% for the Barnett Cody #1A in Comanche County, Texas. Additionally, we acquired approximately 76 acres of a mineral lease of land as part of the SFL Acquisition.

SFL has entered into Lease Acquisition Agreements (the "Lease Acquisition Agreements"), a form of which is attached hereto as Exhibit 10.2 with Langtre LLC and Woodlake, LLC (together, the "Land Banks"), both of which are . . .



Item 7.01. Regulation FD

On May 11, 2012, the Company issued the press release filed as Exhibit 99.1, which is incorporated by reference.



Item 9.01. Financial Statements and Exhibits

(a) Please see attached financial information.

(b) Please see attached financial information.

(c) Please see attached financial information.

(d) Exhibits.

Exhibit
Number     Description
     2.1   Share Exchange Agreement between the Company and Santa Fe Operating,
           Inc. dated May 10, 2012 (previously filed as Exhibit 2.1 to the
           Current Report on Form 8-K of the Issuer filed on May 11, 2012)

     3.1   Certificate of Incorporation of the Company (previously filed as
           Exhibit 3.1 to the Registration Statement on Form S-1 of the Company
           filed on April 5, 2011)

     3.2   By-Laws of the Company (previously filed as Exhibit 3.2 to the
           Registration Statement on Form S-1 of the Company filed on April 5,
           2011)

     3.3   Form of Common Stock Certificate of the Company (previously filed as
           Exhibit 3.3 to the Registration Statement on Form S-1 of the Company
           filed on April 5, 2011)

     3.4   Amendment to Certificate of Incorporation of the Company (previously
           filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company
           filed on May 24, 2012)

    10.1   Design Patent Transfer and Sale Agreement dated December 13, 2010
           (previously filed as Exhibit 10.1 to the Registration Statement on
           Form S-1 of the Company filed on April 5, 2011)

10.2 Form of Lease Acquisition Agreement

10.3 Form of Participation Agreement

10.4 Paid Up Oil and Gas Lease, dated as of March 24, 2009, by and between Cody S. Rogers and Gas Group Limited

21.1 Santa Fe Land, LLC, a Texas limited liability company

99.1 Press Release, dated May 11, 2012 (previously filed as Exhibit 99.1 to the Current Report on Form 8-K of the Issuer filed on May 11, 2012)

                                    EXHIBITS



Exhibit
Number    Description

    2.1   Share Exchange Agreement between the Company and Santa Fe Operating,
          Inc. dated May 10, 2012 (previously filed as Exhibit 2.1 to the Current
          Report on Form 8-K of the Issuer filed on May 11, 2012)

    3.1   Certificate of Incorporation of the Company (previously filed as
          Exhibit 3.1 to the Registration Statement on Form S-1 of the Company
          filed on April 5, 2011)

    3.2   By-Laws of the Company (previously filed as Exhibit 3.2 to the
          Registration Statement on Form S-1 of the Company filed on April 5,
          2011)

    3.3   Form of Common Stock Certificate of the Company (previously filed as
          Exhibit 3.3 to the Registration Statement on Form S-1 of the Company
          filed on April 5, 2011)

    3.4   Amendment to Certificate of Incorporation of the Company (previously
          filed as Exhibit 3.1 to the Current Report on Form 8-K of the Company
          filed on May 24, 2012)

   10.1   Design Patent Transfer and Sale Agreement dated December 13, 2010
          (previously filed as Exhibit 10.1 to the Registration Statement on Form
          S-1 of the Company filed on April 5, 2011)

   10.2   Form of Lease Acquisition Agreement

   10.3   Form of Participation Agreement

   10.4   Paid Up Oil and Gas Lease, dated as of March 24, 2009, by and between
          Cody S. Rogers, an individual, and Gas Group Limited

21.1 Santa Fe Land, LLC, a Texas limited liability company

99.1 Press Release, dated May 11, 2012

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