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
Date of Report (Date of earliest event reported): November 30, 1998
Lyric International, Inc.
___________________________________________
(Exact name of registrant as specified in its charter)
Colorado 0-09800 75-1711324
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
16775 Addison Road, Suite 300, Dallas, Texas 75248
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 713-6050
16901 Dallas Parkway, #111, Dallas, Texas 75248
(Former name or address, if changed since last report.)
ITEM 2. Acquisition or Disposition of Assets
On November 30, 1998, Lyric International, Inc. (the "Company" or
"Lyric") acquired 50 percent of the outstanding common stock of Seismic
International, Inc. from Redbank Petroleum, Inc. in exchange for 50,000 shares
of the Company's Series B Preferred Stock. The Company also agreed with
Redbank Petroleum, Inc. that Redbank Petroleum, Inc. is entitled to receive 10
percent of the first $50,000,000 of gross revenue generated by Seismic
International, Inc. Redbank Petroleum, Inc. is owned 50 percent by Warren
Donohue, a director and officer of Lyric, and 50 percent by Brent Wagman, the
majority shareholder of Lyric.
Seismic International, Inc. is a company that currently negotiates and
obtains contracts to produce subsurface maps. Seismic International, Inc.
currently plans to subcontract the work to be performed under those contracts
to North American Geophysical and North Trend Geophysical, the owners of the
subsurface mapping technology which includes the equipment that obtains the
subsurface data and the software that analyzes that data. Redbank Petroleum,
Inc. has agreed with the Company that Redbank Petroleum, Inc. will attempt to
obtain a licensing agreement with the owners of the subsurface mapping
technology, pursuant to which Seismic International, Inc. will be able to
produce the subsurface maps without subcontracting that work to the owners of
the technology.
The subsurface mapping technology is a type of electronic mapping that
produces detailed maps of subsurface structures and geology similar to a
magnetic resonance imaging system used to diagnose humans in hospitals. It
can determine the difference between various liquids located underground such
as fresh water and salt water as well as the difference between various types
of rocks (limestone, sandstone, clay, shale and other ore bearing rocks). The
Company believes this technology will lend itself to locating various minerals
and should lower exploration costs in mining, oil and gas exploration,
locating municipal water supplies, and many other types of mining by mapping
subsurface structures.
On October 23, 1998, Seismic International, Inc. executed its first
contract with Geophysical de Mexico to perform subsurface mapping in central
Mexico to locate municipal and commercial grade water deposits. That contract
is for $7,500,000 and requires Seismic International, Inc. to complete the
subsurface mapping work prior to January 6, 1999. If the subsurface mapping
work is not completed prior to that date, Geophysical de Mexico is not
required to pay Seismic International, Inc. any amounts required under the
contract. Seismic International, Inc. plans to subcontract all of the mapping
work to North American Geophysical and North Trend Geophysical. Seismic
International, Inc. however has not entered into any definitive agreements
with those entities to perform the subcontract work. Seismic International,
Inc. also is currently negotiating additional contracts with Geophysical de
Mexico in excess of $5,000,000 each. There is not however any assurance that
such contracts will be consummated.
Seismic International, Inc. has not in the past generated any revenues or
incurred any expenses. The only business activity Seismic International, Inc.
has engaged in is the execution of the contract with Geophysical de Mexico.
Audited financial statements of Seismic International, Inc. therefore will not
be filed with this report.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Agreement dated October 23, 1998 between Seismic
International, Inc. and Geophysical de Mexico.
# # #
This report may contain forward-looking statements regarding Lyric's
future plans based on assumptions that Lyric believes to be reasonable. A
number of risks and uncertainties could cause actual results to differ
materially from these statements, including without limitation, the timeliness
of development activities, fluctuations in oil and gas prices, and other risk
factors described from time to time in Lyric's reports filed with the
Securities and Exchange Commission. In addition, Lyric operates in an
industry in which security values are volatile and may be influenced by
economic and other factors beyond Lyric's control.
SIGNATURE
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.
Date: December 15, 1998 LYRIC INTERNATIONAL, INC.
/s/ Michael G. Maguire
By:________________________________
Michael G. Maguire, President
EXHIBIT 10.1
AGREEMENT
This contracted dated October 23, 1998, is by and between GEOPHYSICAL de
MEXICO ("GdM") and SEISMIC INTERNATIONAL ("INTERNATIONAL"). For and in
consideration of the mutual promises and covenants contained within this
agreement, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. GdM is interested in the development of certain property located
within the boundaries of the grid area location ("Area") identified on
Exhibits on "A" and "B" to this Agreement. In order to facilitate development
of the Area, GdM desires to obtain an interpretive map or maps and related
information which may be used to evaluate the potential for potable water
supplies beneath the Area.
2. INTERNATIONAL agrees to obtain, through a 3-D seismic survey, a
detailed interpretive map or maps and related information, and provide to GdM
such interpretive map or maps and related information for Level 3, to the
extent Level 3 lies beneath the grid area described on Exhibits "A" and "B".
The detailed map(s) and related information will be interpretive in nature and
will depict the depth and extent of structural formations, permeability,
porosity and well location information to the extent any wells penetrate Level
3 within the boundaries of the grid area.
3. INTERNATIONAL acknowledges the receipt of FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00) from GdM as part consideration under this
Agreement. GdM agrees to pay INTERNATIONAL additional consideration of SEVEN
MILLION AND NO/100 DOLLARS ($7,000,000.00) on delivery to GdM of the detailed
map(s) and related information described above whether such map(s) and related
information show the existence of water bearing aquifers or not.
4. Should the 3-D seismic survey not be commenced within thirty (30)
days of the execution of this Agreement, or the detailed interpretive map(s)
and related information not be completed for any reason within seventy five
(75) days from the execution of this Agreement GdM shall not be obligated to
pay the additional consideration called for in this Agreement, and
INTERNATIONAL will be obligated to refund the entire FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00) already received by INTERNATIONAL to GdM.
5. INTERNATIONAL may subcontract any and all work required to be
performed by INTERNATIONAL under this Agreement, as it deems necessary or
appropriate, but in so doing will remain solely liable to GdM to comply with
the terms of this Agreement, and GdM agrees to look solely to INTERNATIONAL
for compliance with the terms of this Agreement.
6. This instrument constitutes the entire agreement of the parties, and
this Agreement supercedes any prior oral or written agreements or
understandings concerning the subject matter of this Agreement. This
Agreement may not be amended, except by written instrument signed by all
parties, referring specifically to this Agreement.
7. This Agreement will be construed under the laws of the State of
Texas, and venue for any action in conjunction with this Agreement will be in
Travis County, Texas.
8. This Agreement inure to the benefit of the parties, their assigns,
successors, and representatives.
GEOPHYSICAL DE MEXICO
/s/ Enciso Rivera Celia
________________________________
Administrador Unico
Printed Name and Title
SEISMIC INTERNATIONAL
/s/ Ulf L. Helleisz
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