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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 20, 1998
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R&R Resources, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
#000-23851 86-0874841
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(Commission File Number) (IRS Employer Identification No.)
3241 South First Street, Abilene, Texas 79605
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(Address of Principal Executive Offices) (Zip Code)
(915) 673-1521
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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R&R RESOURCES -- 8-K -- AUGUST 20, 1998 -- PAGE 2
Item 1. Changes in Control of Registrant.
None.
Item 2. Acquisition or Disposition of Assets.
R&R announced an agreement in principle to acquire all of the private stock and
assets of Subsurface Energy Corp. on May 28, 1997. (See Exhibit 99.1, News
Release.) The agreement was subject to a final report by a third-party expert.
On June 30, 1998 -- the final day of the second quarter for R&R -- Nova
Petroleum submitted an analysis that indicated the assets of Subsurface to be
approximately $29,000,000, bringing R&R's total assets to $49,381,788. The
consideration was 2,060,000 restricted shares of R&R's Common Stock. This
represents approximately 22% of the total shares outstanding, which are
9,155,230. Management does not perceive this as any change in control of the
company. See Exhibit 99.1. The incorporation of the assets and the results of
operations are included in the second quarter financial statement. However, the
results of operations from Subsurface were minimal for the second quarter.
Item 3. Bankruptcy or Receivership.
None.
Item 4. Changes in Registrant's Certifying Accountant.
None.
Item 5. Other Events.
None.
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R&R RESOURCES -- 8-K -- AUGUST 20, 1998 -- PAGE 3
Item 6. Resignations of Registrant's Directors.
None.
Item 7. Financial Statements and Exhibits.
No "pro forma" financial information is available from the privately-held
Subsurface Energy, which was not required to compile such information. The Nova
Petroleum report can be filed as supplemental information. However, this data
is primarily regarding valuations of assets. The stock issued for assets was
based on an estimate by the R&R Board of Directors. The final Nova report was
within the parameters expected by the Board to issue the shares.
Item 8. Change in Fiscal Year.
None.
Item 9. Sales of Equity Securities Pursuant to Regulation "S".
None.
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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.
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(Registrant)
Date By
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(Signature)
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EXHIBIT 99.1
R & R RESOURCES, INC.
(Electronic Bulletin Board: RRRI)
CONTACT:
William David Batts
(915) 928-6089
FOR IMMEDIATE RELEASE
R & R RESOURCES INTENDS TO ACQUIRE SUBSURFACE ENERGY
AUSTIN, TX, May 28, 1998.--R & R Resources, Inc., (EBB: RRRI) today
announced an agreement in principle to acquire all of the outstanding shares of
privately-held Subsurface Energy Corp. of Coleman, Texas.
Subsurface Energy has 26 producing oil wells in addition to substantial oil
and gas reserves in Coleman, Runnels and Tom Green Counties, Texas.
The value of the proposed acquisition is subject to the final valuation by
a third-party engineering firm and the approval of both companies' boards.
R & R Resources, Inc. is an oil and gas development drilling company with
interests primarily on producing and non-producing leases in Concho and Pecos
Counties, Texas.
