Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
SFPI > SEC Filings for SFPI > Form 8-K/A on 14-Nov-2012All Recent SEC Filings

Show all filings for SANTA FE PETROLEUM, INC. | Request a Trial to NEW EDGAR Online Pro

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


14-Nov-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, a form of which is attached hereto as Exhibit 10.5; 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 the board of directors of the Registrant (the "Board") on that date, resigned. Immediately thereafter, the SFO Shareholders elected Tom Griffin, Bruce Hall and Jack Nelson to the Board, 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 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 Board, 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 Board 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                                                             12
Management's Discussion and Analysis of Financial Condition and Results  20
of Operations
Description of Properties                                                23
Security Ownership of Certain Beneficial Owners and Management           24
Directors, Executive Officers, Promoters, and Control Persons            25
Indemnification of Directors and Officers                                26
Executive Compensation                                                   26
Certain Relationships and Related Transactions, and Director             26
Independence
Recent Sales of Unregistered Securities                                  27
Description of Securities                                                28
Market Price of and Dividends on the Registrant's Common Equity and      29
Related Stockholder Matters
Legal Proceedings                                                        29
Financial Statements and Supplementary Data                              29
Changes In and Disagreements with Accountants on Accounting and          30
Financial Disclosure
Financial Statements and Exhibits                                        30

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 each of such SFO Shareholder's 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 our wholly-owned subsidiary.

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 was ever done to determine the ability of the technology to perform as expected, 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. Our 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 our board of directors (our "Board"). Although the oil and gas industry is currently very competitive, our 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 (the "Test Well"). However, additional capital is needed for us to commence further drilling activities. As a result of the additional capital requirements, the reservoir analysis has not been 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, which we hold through Santa Fe Land, LLC, a Texas limited liability company and a wholly-owned subsidiary of SFO ("SFL"), was through March 2012; however, subsequent to December 31, 2011, SFL extended the primary term through March 2014.

On May 11, 2011, SFO acquired 100 percent of the issued and outstanding units of membership interest of Santa Fe Land, LLC (such units, the "SFL Units"), a Texas limited liability company and a wholly-owned subsidiary of SFO ("SFL"). SFO issued an aggregate of 33,478,261 shares of its common stock and 1,999,150 warrants to purchase its common stock to holders of SFL units of membership interest (the "SFL Unit Holders") in exchange for their SFL Units (the "SFL Acquisition"). The SFL 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"), including Long Branch Petroleum, LP ("LB"). The acquisition of SFL by SFO 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.

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 Test Well in Comanche County, Texas. Additionally, we acquired a mineral lease over approximately 76 acres of land as part of the SFL Acquisition.

. . .



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.

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 Company 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 (previously filed as Exhibit 10.2
          to the Current Report on Form 8-K/A filed on June 26, 2012)

   10.3   Form of Participation Agreement (previously filed as Exhibit 10.3 to
          the Current Report on Form 8-K/A filed on June 26, 2012)

   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 (previously filed
          as Exhibit 10.4 to the Current Report on Form 8-K/A filed on August 1,
          2012)

   10.5   Form of Warrants (previously filed as Exhibit 10.5 to the Current
          Report on Form 8-K/A on August 1, 2012)

   10.6   Form of Land Bank Lease, dated as of July 16, 2012

 10.6.1   Detail Schedule of Land Bank Leases

   10.7   Amendment of Lease Acquisition Agreement, dated as of June 10, 2012, by
          and between Santa Fe Operating, Inc. and Langtre, LLC

   10.8   Investment Banking Agreement, dated as of April 11, 2011, by and
          between Focus Capital Group and Santa Fe Operating, Inc.

   10.9   Form of Termination of Lease Acquisition Agreements, dated as of
          November 9, 2012

 10.9.1   Schedule of Termination of Lease Acquisition Agreements

  10.10   Description of Oral Consulting Agreements

   21.1   Subsidiaries

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

  Add SFPI to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for SFPI - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.