Attached files
| file | filename |
|---|---|
| EX-23.1 - CROSS BORDER RESOURCES, INC. | v210877_ex23-1.htm |
| EX-99.1 - CROSS BORDER RESOURCES, INC. | v210877_ex99-1.htm |
| EX-99.3 - CROSS BORDER RESOURCES, INC. | v210877_ex99-3.htm |
| EX-99.2 - CROSS BORDER RESOURCES, INC. | v210877_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
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 3, 2011
CROSS BORDER RESOURCES,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52738
|
98-0555508
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
Number)
|
|
22610
US Highway 281 N., Suite 218
|
|
|
San Antonio, TX
|
78258
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(432)
789-1180
(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
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note
This
Amendment No. 2 is being filed to amend and supplement Item 9.01 of the
Current Report on Form 8-K filed by Cross Border Resources, Inc. (formerly Doral
Energy Corp.) (the “Company”) on January 7, 2011 (the “Original Form 8-K”) and
amended on January 19, 2011 (the “Amendment No. 1”) to include the historical
financial statements of Pure Gas Partners, L.P. (“Pure L.P.”), a Texas limited
partnership, and the unaudited pro forma financial information required pursuant
to Items 9.01(a) and 9.01(b) of Form 8-K, and to include exhibits related
thereto under Item 9.01(d) of Form 8-K. Except with respect to the
inclusion of the above noted financial statements, the disclosure in the
Original Form 8-K as amended by Amendment No. 1 remains unchanged.
Pure
L.P. was formed in 2002 to acquire all of the issued and outstanding
common stock of Pure Energy Group, Inc., (Pure Sub) a Texas
corporation. Pure L.P. also owned a 94.456% limited partner interest
in Pure Gas Partners II, L.P. (Pure), a Texas limited partnership formed in
2004, with .01 % general partner interest owned by Pure Sub. Pure Sub merged
with the Company effective January 3, 2011. Pursuant to the provisions of the
Pure Merger Agreement, Exhibit 10.1 of the current report on Form 8-K filed by
the Company on January 7, 2011, all of Pure’s oil and gas assets,
liabilities and equity were transferred to Pure Sub prior to the completion of
the merger.
Exhibit
99.1 presents the consolidated December 31, 2009 and 2008 audited financial
statements of Pure L.P. and Exhibit 99.2 presents the consolidated September 30,
2010 and 2009 unaudited interim financial statements of Pure
L.P. This presentation illustrates the financial position and
operations of Pure Sub after the transfer of the assets, liabilities and equity
of Pure to Pure Sub. Pure L.P. was only a holding company and
had no other assets or liabilities besides it ownership interest in Pure and
Pure Sub, and thus, represents the financial results of the entity
acquired.
Item 9.01.
Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
The
audited consolidated financial statements of Pure Gas Partners, L.P. as of
December 31, 2009 and 2008, and for the years then ended, are filed as
Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated in their entirety herein by
reference.
The
unaudited consolidated financial statements of Pure Gas Partners, L.P. as of
September 30, 2010 and 2009, and for the interim periods then ended, are filed
as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated in their
entirety herein by reference.
(b) Pro
Forma Financial Information.
The
unaudited pro forma combined consolidated financial information as of and for
the three months ended October 31, 2010, and for the year ended July 31, 2010,
including the notes thereto, is furnished as Exhibit 99.3 to this Current
Report on Form 8-K/A and incorporated in its entirety herein
by reference.
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(c) Exhibits.
|
Exhibit
No.
|
Description
|
|
23.1
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Consent
of Darilek, Butler & Associates PLLC.
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99.1
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Audited
consolidated financial statements of Pure Gas Partners, L.P. as of
December 31, 2009 and 2008, and for the years then
ended.
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99.2
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Unaudited
consolidated financial statements of Pure Gas Partners, L.P. as of
September 30, 2010 and 2009 and for the interim periods then
ended.
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99.3
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Unaudited
pro forma combined consolidated financial information as of and for the
three months ended October 31, 2010, and for the year ended July 31,
2010.
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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.
|
CROSS
BORDER RESOURCES, INC.
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||
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/s/
Everett Willard Gray, II
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||
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Date: February
10, 2011
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By:
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|
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Name: Everett
Willard Gray, II
|
||
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Title:
Chief Executive Officer and
Chairman
of the Board of
Directors
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||
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