UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. [ ])*
SUNBURST ACQUISITIONS II, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
Common Stock - 867084107
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(CUSIP Number)
Stephen Noser
Vector Energy Corporation
5599 San Felipe, Suite 620
Houston, Texas 77056 (713) 850-9993
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 11, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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COMMON STOCK CUSIP No. 867084107
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1 NAME OF REPORTING PERSON
STEPHEN NOSER
IRS Identification No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
26,000,000 votes
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 333,333 votes
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,000,000 shares
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
333,333 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Reporting Person owns 26,166,666.5 votes of Common Stock (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.93%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
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COMMON STOCK CUSIP No. 867084107
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1 NAME OF REPORTING PERSON
SAMUEL M. SKIPPER
IRS Identification No. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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7 SOLE VOTING POWER
30,433,334 votes
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 5,433,334 shares
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Reporting Person owns 30,433,334 votes of Common Stock (See Item 5)
- - -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- - -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.78%
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14 TYPE OF REPORTING PERSON*
IN
<PAGE>
1. Security and Issuer.
This Statement relates to the common stock, no par value ("Common Stock")
of Sunburst Acquisitions II, Inc., a Colorado corporation ("Issuer" or
"Sunburst"). The Common Stock is registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended. The address of the Issuer's
principal executive offices is 4807 South Zang Way, Morrison, Colorado, 80465.
2. Identity and Background.
(a) Name: This Statement is being filed by Stephen Noser and Samuel M.
Skipper (hereinafter collectively referred to as "Reporting Person"). The
filing of this Statement shall not be construed as an admission that Reporting
Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), the beneficial owner of any
securities covered by this Statement or that this schedule is required to be
filed by such persons.
(b) Business Address: The business address of Mr. Noser and Mr. Skipper
is 5599 San Felipe, Suite 620, Houston, Texas 77056.
(c) Present Principal Occupation or Employment: Mr. Noser presently is
a director of Issuer and the President, Secretary, and Assistant Treasurer. Mr.
Skipper is a director of Issuer and the Chairman of the Board and Chief
Executive Officer.
(d) Criminal Convictions: During the last five years, Reporting Person
has not been convicted in a criminal proceeding, excluding traffic violations
and similar misdemeanors.
(e) Court or Administrative Proceedings: During the last five years,
Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
were or are subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Citizenship: Mr. Noser and Mr. Skipper are residents of Texas,
U.S.A.
3. Source and Amount of Funds and Other Consideration:
In connection with a transaction designed to gain control of Issuer, a
public "shell" corporation which had no business operations of its own, Vector
Energy Corporation, a Texas corporation, owned 50% by Mr. Noser, entered into an
asset sale with Issuer in exchange for certain stock of Issuer. As part of the
transaction, Mr. Noser and Mr. Skipper became the two sole directors of Issuer
and became, respectively, the President and Chief Executive Officer of Issuer.
As part of the transaction, Issuer received 13 producing oil and gas wells
located in East Texas and North Louisiana that are held in a wholly owned
subsidiary of Issuer, Vector Exploration, Inc., a Texas corporation, also
acquired in the transaction. Also acquired was the Westbrook Field located in
Mitchell County, Texas as well as nonoperated working interests and royalties in
approximately 80 wells located in Oklahoma and Kansas. In addition, Issuer
received subscription agreements for $503,000 in exchange for Common Stock. Mr.
Noser and Mr. Skipper subscribed for Common Stock and were awarded Class B
Preferred Stock for becoming directors of Issuer. See Item 5 for a description
of stock received by Reporting Person in the transaction.
4. Purpose of Transaction.
The purpose of the transaction for which this Statement is being prepared
was to assume control of Issuer and operate the oil and gas assets as Issuer's
primary business.
Except as described below, Reporting Person has no present plans or
intentions to effect any of the following:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
Reporting Person plans to effect a reincorporation of Issuer into
Texas in order to reduce operating costs, including tax costs.
Additionally, Reporting Person plans to change Issuer's name.
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of the
directors or to fill any existing vacancies of the board:
(e) any material change in the present capitalization or dividend
policy of the Issuer;
Reporting Person plans to effect a reduction in the number of
outstanding shares of Issuer by effecting a reverse stock split
of 1 share for every 3.33333 shares of Common Stock outstanding.
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person:
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of eligible equity securities of the issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) any action similar to those enumerated above.
5. Interest in Securities of the Issuer.
(a) Mr. Noser beneficially owns 26,166,666.5 votes of Issuer which
represents 35.93% of Issuer's total votes. Mr. Noser directly owns 1,000,000
shares of Common Stock and 250,000 shares of Class B Preferred Stock that is not
convertible but votes at 100 votes for every share of Class B Preferred Stock.
Mr. Noser indirectly, by way of his 50% ownership of Vector Energy Corporation,
166,666.5 additional shares of Common Stock. Mr. Skipper beneficially owns
30,433,334 votes of Issuer which represents 41.78% of Issuer's total votes. Mr.
Skipper directly owns 5,433,334 shares of Common Stock and 250,000 shares of
Class B Preferred Stock that is not convertible but votes at 100 votes for every
share of Class B Preferred Stock.
(b) Mr. Noser has full power to vote 26,000,000 votes of Common Stock
and shared power to vote 333,333 shares of Common Stock owned by Vector Energy
Corporation (because of Mr. Noser's 50% ownership becomes 166,666.5 votes). Mr.
Noser has sole power to dispose of 1,000,000 shares of Common Stock and 250,000
shares of Class B Preferred Stock that is not convertible but votes at 100 votes
for every share of Class B Preferred Stock. Mr. Noser has shared dispositive
power over 333,333 shares of Common Stock owned by Vector Energy Corporation.
Mr. Skipper has full power to vote 30,433,334 votes of Common Stock. Mr.
Skipper has sole power to dispose of 5,433,334 shares of Common Stock and
250,000 shares of Class B Preferred Stock that is not convertible but votes at
100 votes for every share of Class B Preferred Stock.
(c) Except as described above, Reporting Person has not effected any
transaction in shares of Common Stock of Issuer during the sixty (60) days
preceding the date of this Statement.
(d) No person other than Reporting Person is known to Reporting Person
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the shares of Common Stock beneficially
owned by Reporting Person.
(e) Not applicable.
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Other than as indicated elsewhere in this Statement, to the best knowledge
of Reporting Person, Reporting Person is not a party to any contract,
arrangement, understanding, or relationship (legal or otherwise) with any person
with respect to any securities of the Issuer, including but not limited to, the
transfer or voting of any of the Issuer's securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies, except as
follows:
7. Material to be Filed as Exhibits.
Not Applicable.
<PAGE>
Signatures
After reasonable inquiry and to the best of each of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: May 21, 1998
/s/ Stephen Noser
-------------------
STEPHEN NOSER
/s/ Samuel M. Skipper
-------------------------------
SAMUEL M. SKIPPER
