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
July 5, 2016
Date of Report
(Date of Earliest Event Reported)
GEO RESERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
SHERMAN HILL ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55568 81-0986697
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No)
of incorpoJulration)
915 Lafayette Boulevard, Suite C
Fredericksburg, Virginia 22401
(Address of principal executive offices) (zip code)
424-523-2208
(Registrant's telephone number, including area code
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
ITEM 3.02 Unregistered Sales of Equity Securities
On July 6, 2016, GEO Reserve Corporation (formerly Sherman Hill
Acquisition Corporation) (the "Registrant" or the "Company") issued
31,250,000 shares of its common stock pursuant to Section 4(2) of
the Securities Act of 1933 at par representing 98.4% of the total
outstanding 31,750,000 shares of common stock as follows:
25,000,000 GEO Reserve Group LLC
5,000,000 ADICEM USA LLC
1,250,000 La Marque Group, LLC
CC (Charles) Colburn, an officer and director of the Company, is the
principal owner of Geo Reserve Group, LLC and the shares owned by it may
be deemed owned by Mr. Colburn. Hector I. Hernandez, Sr. an officer and
director of the Company, is the principal owner of Adicem USA, LLC and the
shares owned by it may be deemed owned by Mr. Hernandez, and Derek La Marque,
an officer and director of the Company, is the principal owner of La Marque
Group, LLC and the shares owned by it may be deemed owned by Mr. La Marque.
With the issuance of the stock and the redemption of 19,500,000 shares
of stock (discussed below), the Company effected a change in its control and
the new majority shareholder(s) elected new management of the Company. The
Company may develop its business plan by future acquisitions or mergers but
no agreements have been reached regarding any acquisition or other business
combination. The Company changed its name as part of the change in control.
If the Company makes any acquisitions, mergers or other business combination,
the Company will file a Form 8-K but until such time the Company remains a
shell company.
ITEM 5.01 Changes in Control of Registrant
On July 5, 2016, the following events occurred which resulted in a change
of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $1950.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
January 7, 2016 as amended and supplemented by the information contained
in this report.
The Registrant anticipates that it will develop, through acquisition
of a private company or development of its business plan, as a company
involved in the management, development, exploration and exploitation of oil
and gas reservoirs at various formations throughout the United States and
international arena. The Company intends to focus on distressed properties
and apply its synergistic ability to identify underutilized, ignored or
otherwise distressed assets that may be efficiently and effectively renovated,
recompleted and/or re-entered. The Company believes that the expertise of its
management in reservoir analysis and deployment of Best Available Technologies
allows for the reduction of lifting costs while maximizing production and
exploitation of additional value in oil and gas fields.
The Company intends to assemble expertise of new drilling and completion
techniques that create operational efficiencies and to employ prudent and
aggressive approaches toward future selection of undervalued hydrocarbon
properties from the multitude of U.S. and international basins, with the aim
of consistently performing at the top of its industry.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On July 5, 2016 the following events occurred:
James M. Cassidy resigned as the Registrant's president, secretary
and director.
James McKillop resigned as the Registrant's vice president and
director.
The following persons were named directors of the Registrant:
CC (Charles) Colburn (Chairman)
Hector I. Hernandez, Sr.
Charles (Colby) Colburn
Derek La Marque
The following persons were appointed to the offices appearing next
to the names below:
CC (Charles) Colburn Chief Executive Officer
Hector I. Hernandez, Sr. President, Chief Operating
Officer, Treasurer
Charles (Colby) Colburn Executive Vice President
CC (Charles) Colburn, 61, serves as a director and Chief Executive
Officer of the Registrant. Mr. Colburn is a geologist/petroleum engineer
with over 30 years experience in the energy production and drilling technology
business. Mr. Colburn was named Texas Oil Man of the Year in 1985 and 1986.
Mr. Colburn, together with Mr. Hernandez, established the first US-Soviet oil
and gas production company, and were the first Westerners to receive petroleum
production rights, along with rights to transport and export. Since 2001, Mr.
Colburn has served as senior advisor for clients in the energy and financial
industry, to include Consol Energy, CNX Gas, Chevron, Dominion Resources,
Miller Energy and Halliburton, among others. He formed Integrated Solutions,
a joint venture with Halliburton Energy Services, for the purpose of regionally
interpreting the Best Available Technologies to be utilized through the entire
Appalachian Basin. Mr. Colburn received a BS degree in geology from The George
Washington University, Washington, D.C. and completed some graduate course work
at the Colorado School of Mines. Mr. Colburn has been a member of the Society
of Petroleum Engineers for over twenty years and also a member of the American
Association of Petroleum Geologists.
Hector I. Hernandez, Sr., Esq., 55, serves as President, Chief Operating
Officer and Treasurer of the Registrant. Mr. Hernandez has significant
investment banking, management and marketing experience in the international
development and construction industries. Since May 1986, Mr. Hernandez has
been a licensed attorney, serving five years at the U.S. Department of State,
and subsequently international transactions and investment structuring for
over 20 years. Mr. Hernandez owns a small law practice focusing on federal
matters, and owns ADICEM USA, LLC, a manufacturer and distributor of highly
specialized additives for use in making high performance concrete and cement.
Mr. Hernandez with CC Colburn, launched a petroleum production company in
the Soviet Union ("Permstar JSC"), and were the first Westerners to receive
oil production rights in the Soviet Union, along with the right to transport
and export petroleum. Mr. Hernandez received BA and Juris Doctorate degrees
from Georgetown University, Washington, D.C.
Charles (Colby) Colburn, 23,serves as Executive Vice President of the
Registrant. Mr. Colburn has multi discipline experience in the financial
and technical arenas of the energy business. Mr. Colburn is the son of
the Chairman of the Registrant and has played numerous technical roles from
prospect through pipeline, mergers and acquisitions, and financial instruments.
Over the past eight years, Mr. Colburn has been primarily focused in the oil,
gas and waste to energy sectors. He completed studies in business management
courses at Carolina Coastal University, Cowan, South Carolina.
Derek Lamarque, 32, serves as a Director of the Registrant. Mr. La
Marque has extensive experience in construction and development of large
scale projects, through his company, La Marque Group, LLC, Orange County,
California. He also owns AVEX ENERGY, LLC, specializing in developing
distressed oil and gas properties.
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 hereunder duly authorized.
GEO RESERVE CORPORATION
Date: July 6, 2016
/s/ Hector Hernandez
Presiden
