<PAGE> 1
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
JANUARY 30, 1997
Date of Report
(Date of earliest event reported)
LONE STAR INTERNATIONAL ENERGY, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-07 87-0434288
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 PALO PINTO, SUITE 108
WEATHERFORD, TEXAS 76086
(Address of principal executive offices) (Zip code)
(817) 598-0542
Registrant's telephone number, including area code
<PAGE> 2
ITEM 5. OTHER EVENTS.
On January 30, 1997, Lone Star International Energy, Inc.(Company) entered into
a letter of intent agreement with Energy Reclaim Refrigeration, Inc.(Energy) to
purchase Energy for 3,333,333 shares of the Company's common stock. Energy, a
Texas corporation has been recently formed, has no historical operations and
owns patents and other rights relating to refrigeration technology. A closing
date has not been established.
Upon receipt of the consideration shares of the Company, Energy shall become a
wholly owned subsidiary.
Calvin D. Cline, sole shareholder of Energy, shall enter into an
employment/service contract with the Company and serve as both an officer and
director of Energy.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibit
10.1 Letter of Intent
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
LONE STAR INTERNATIONAL ENERGY, INC.
- ------------------------------------
(Registrant)
Date: March 19, 1997 /s/ C. E. Justice
President (principal executive officer)
Date: March 19, 1997 /s/ Michael D. Herrington
Chief Financial Officer, Treasurer
(principal accounting officer)
<PAGE> 3
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
10.1 Letter of intent dated as of January 30, 1997 between Lone
Star International Energy, Inc. And Energy Reclaim
Refrigeration, Inc., a Texas corporation.
</TABLE>
<PAGE> 1
EXHIBIT 10.1
CUMBERLAND COMPANIES INC.
220 Palo Pinto
Suite 108
Weatherford, Texas 76086
817-598-0542
Energy Reclaim Refrigeration Inc.
Att: Mr. Calvin D. Cline
Grant Road
Building 528
Mineral Wells, Texas 76068
RE: Letter of Intent {Purchase And Sell Agreement
Dear Mr. Cline:
In accordance with our previous discussions concerning the Purchase of Energy
Reclaim Refrigeration Inc. and its merger into Cumberland Companies Inc., the
following shall outline the basic terms and conditions of our agreement for the
Purchase and Sell.
1. Calvin D. Cline will assign into Energy Reclaim Refrigeration
Inc., Patent No. 5,490,398 Date of Patent Feb.13, 1996, see att. A, Patent
application pending serial no.:08/586,630 and approved to issue by the United
States Patent Office, see att B, also two Patents to be filed for at this time
namely Absorption By-Pass Chiller and High Pressure Hydrogenate, of which
disclosure has been made to Patent Attorney Mr. Charles D. Gunter for filing.
2. Upon the assignment of the Patents into Energy Reclaim
Refrigeration, Cumberland Companies Inc. shall recognize for acquisition
purposes, a valuation of Ten Million Dollars {10,000,000} for Energy Reclaim
Refrigeration Inc.
3. Cumberland Companies Inc. shall deliver to Calvin D. Cline, as
the sole stockholder of Energy Reclaim Refrigeration Inc., and as consideration
for all of said stock of Energy Reclaim Refrigeration Inc., Ten Million Dollars
{10,000,000} of the stock of Cumberland Companies Inc., using the valuation of
Three Dollars {$3.00} per share.
The remainder of this page is blank intentionally
C.E.J. C.D.C
/s/ C.E.J. /s/ C.D.C.
<PAGE> 2
4. Upon the receipt of the consideration shares of Cumberland
Companies Inc. Energy Reclaim Refrigeration Inc., and in particular, the rights
to the Patents and pending mentioned Patents to be applied for shall become an
asset of Cumberland Companies Inc., and Energy Reclaim Refrigeration Inc.,
shall become a wholly owned subsidiary.
5. Calvin D. Cline shall enter into an Employment/ Service contract
with Cumberland Companies Inc., upon terms and at compensation rates to be
mutually agreed to by parties, which shall include the provisions that Calvin
D. Cline serve as an officer and director of Energy Reclaim Refrigeration Inc.
6. Cumberland Companies Inc. shall provide manufacturing facilities
and initial working capital for Energy Reclaim Refrigeration Inc., for the
purpose of manufacturing refrigeration units using patented process to rill
order currently made by the fishing and shrimping industry.
7. Cumberland Companies Inc. shall provide ongoing marketing
services for the development of new markets for the refrigeration units using
the patented process, and Calvin D. Cline shall provide his services to the
development and manufacturing of the patented process.
8. The parties agree that a formal Purchase and Sell Agreement will
be developed for execution to more fully detail the rights, obligations, duties
and responsibilities of the parties. Each party agrees that they will execute
said agreement upon completion thereof.
Please review these basic terms of our agreement, and if the same
correctly reflects your understanding of our mutual agreements, please evidence
your acceptance and agreement thereto in the space provided for that purpose.
Upon your execution, this Letter of Intent shall become binding, and we shall
proceed with the preparation of the formal agreements if necessary.
Very truly yours,
/s/ C.E. JUSTICE
C.E. Justice
Agreed to and accepted, this 30 day of January, 1997
/s/ CALVIN D. CLINE, Individually &
BEHALF OF ENERGY RECLAIM REFRIG.
Calvin D. Cline, Individually, and on
behalf of Energy Reclaim
Refrigeration Inc.
