Siberian Energy Group Inc. Form 8K
UNITED
STATES
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): January 25, 2007
SIBERIAN
ENERGY GROUP INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-118902
|
52-2207080
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
275
Madison Ave, 6th Floor, New York, NY
(Address
of principal executive offices) (Zip Code)
(212)
828-3011
Registrant's
telephone number
--------------------------------------------------------------
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| |
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| |
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| |
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
1.01 Entry Into A Material Definitive Agreement.
On
January 25, 2007, Siberian Energy Group Inc.’s (“our,” “we,” “us,” and the
“Company’s”) Board of Directors took action to ratify the Company’s entry into a
Consulting Agreement with Business Standard, a Russian company (the “Consulting
Agreement”), which Consulting Agreement provides for Business Standard to
provide us certain consulting services in connection with investigating
financing opportunities, assisting in the Company's day to day business
management, assisting in negotiations with potential investment partners, as
well as assisting in the application for oil and gas exploratin and production
licenses by our wholly owned subsidiary Kondaneftegaz LLC ("Kondaneftegaz")
or
current and potential investee companies in the Western Siberia region of
Russia. We agreed to pay Business Standard $15,000 per month pursuant to the
Consulting Agreement and also agreed to issue Business Standard 200,000 shares
of our restricted common stock as a signing bonus in connection with its entry
into the Consulting Agreement and 200,000 restricted shares of common stock
in
connection with the acquisition of Kondaneftegaz. The Consulting Agreement
ends
on December 31, 2007, but is automatically extended for additional one (1)
year
terms unless either party communicates its desire to terminate the agreement
to
the other party fifteen (15) days prior to the end of the then current
term.
Also
on
January 25, 2007, we approved an annual salary of $180,000 (plus a performance
based bonus to be determined by the Board of Directors at the end of the 2007
fiscal year) for our Chief Executive Officer and Director, David Zaikin for
the
2007 fiscal year. On January 31, 2007, Mr. Zaikin notified us that effective
February 1, 2007, he was withdrawing his previous request to not accrue any
salary until we had sufficient funds to pay such salary, and instead requested
that we pay him his 2007 salary if funds were available for such payments and/or
that we accrue such salary until we have sufficient funds to repay him any
accrued amounts.
Item
3.02 Unregistered Sales Of Equity Securities.
On
January 25, 2007, our Board of Directors approved the issuance of an aggregate
of 465,000 shares of our restricted common stock to our current officers and
Directors in consideration for services rendered to the Company during the
year
ended December 31, 2006, as follows:
|
o
|
350,000
shares of our restricted common stock to David Zaikin, our Chief
Executive
Officer and Director;
|
|
o
|
50,000
shares of our restricted common stock to Elena Pochapski, our Chief
Financial Officer and Director;
|
|
o
|
20,000
shares of our restricted common stock to Timmothy Peara, our
Director;
|
|
o
|
25,000
shares of our restricted common stock to Oleg Zhuravlev, our
Director;
|
|
o
|
10,000
shares of our restricted common stock to Valdimir Eret, our Director;
and
|
|
o
|
10,000
shares of our restricted common stock to Sergei Potapov, our
Director.
|
On
January 25, 2007, in connection with our ratification of the Business Standard
Consulting Agreement, we approved the issuance of an aggregate of 400,000 shares
of our restricted common stock to Business Standard in consideration for
Business Standard’s entry into the Consulting Agreement and in consideration for
Business Standard’s services rendered to us in connection with our acquisition
of Kondaneftegaz.
Also
on
January 25, 2007, we approved the issuance of 20,000 shares of our restricted
common stock to Lyudmila Shirko, in consideration for services rendered to
us in
connection with our operations during the year ended December 31,
2006.
On
January 31, 2007, we issued 20,000 share of our restricted common stock to
Investor Relations Group Inc., in consideration for investor relations services
rendered.
On
February 15, 2007, the Board of Directors agreed to issue 4,000 restricted
shres
of the Company's common stock to Ann L. Stephenson Group, in consideration
of
investor relations services rendered to the Company in January 2006, and 3,000
restricted shares of common stock to Friedland Capital, in conneciton with
the
Company's participation at Friedland's New York investment conference in March
2006, which shares have not been issued to date.
We
claim
an exemption from registration afforded by Section 4(2) of the Securities Act
of
1933 since the foregoing issuances and/or pending issuances of shares did not
(and will not) invlove a public offering, the recipients took and/or will take
the shares for investment and we took steps to restrict the transfer of the
shares. No underwriters or agents were involved in the foregoing issuances
and no underwriting discounts or commissions were paid by us.
Item
9.01 Financial Statements And Exhibits.
|
Exhibit
Number
|
Description
|
| |
|
|
10.1*
|
Consulting
Agreement with Business Standard
|
*
Filed
herewith
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.
SIBERIAN ENERGY GROUP, INC.
By: /s/ David Zaikin
-------------------------
David
Zaikin,
Chief
Executive Officer
Dated: February 20,
2007