goi8k81908.htm
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): August 7,
2008
Gulf
Onshore, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
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01-28911
(Commission
File Number)
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91-1869677
(IRS
Employer Identification Number)
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4310 Wiley Post Rd., Ste.
201, Addison, Texas 75001
Address
of principal executive offices)
972-788-4500
(Registrant’s
telephone number, including area code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On August
7, 2008, Dean Elliot resigned as an officer and director of the
Company. Mr. Elliot cited unspecified personal reasons for his
resignation. A copy of Mr. Elliot’s resignation letter is attached
hereto as an exhibit, and, in accordance with the provisions hereof, a copy of
this disclosure has been provided to him for comment or response.
On August
7, 2008, the Company’s remaining director, Jeffrey Joyce, appointed Wayne Duke
as a director of the Company. Mr. Duke was a director of the Company
from October 2007, to February 2008. Mr. Duke has over 25 years of
experience in the Maintenance, Repair and Operations in oil field
equipment. He is Chairman and CEO of USMetrics, Inc., a Dallas,
TX-based supplier of bearings and power transmission equipment, and chairman and
CEO of Industrial Clearinghouse, a private market for sale and barter of
industrial MRO products. Mr. Duke holds a BBA in Finance and a
Masters Degree in Business from The University of North Texas.
On August
7, 2008, Mr. Joyce appointed Earl Moore as a director of the
Company. Mr. Moore has served as the Company’s Director of Oil Field
Operations since December 2007. He has extensive experience as a
Project Manager, and drilling and completion consultant for numerous independent
and major oil & gas exploration companies. During the past 5 years he has
consulted on wells for Key Petroleum, Weldon Corporation, TransAtlantic
Petroleum, Marathon Oil, Wentworth Energy and Anadarko Exploration. Specific
duties include Project Manager in charge of drilling, completion, re-completion
or work over operations on both conventional and horizontal wells.
On August
7, 2008, Mr. Joyce appointed Mark Smith as a director of the
Company. Mr. Smith received his Public Accounting Certification in
1987 from the Commonwealth of Massachusetts and has been contracted by the
Company on a consulting basis since early 2007. He has extensive
experience, both domestically and internationally, in companies ranging in size
from privately held $30 MM entities to Fortune 100 companies. Mr. Smith’s
career began with Coopers & Lybrand (now PricewaterhouseCoopers) in Boston
and progressed to positions of increasing responsibility – Finance Director,
Business Manager, Vice President of Finance – within operating companies of The
Valspar Corporation, Astra Products Limited and Danaher Corporation. He is
currently a member of a small firm that excels in raising necessary growth
capital for micro-cap companies and preparing SEC filings. Mr. Smith
received his B.S. from Boston University in 1986.
On August
7, 2008, the board, as constituted by the recent additions, appointed Mr. Moore
as Chief Executive Officer and Mr. Smith as Chief Financial
Officer.
Item
8.01 Other Events
On August
11, 2008, the Company issued a press release concerning its new management and
other matters. A copy of the press release is attached as an exhibit
hereto.
Item
9.01 Financial Statements and Exhibits
Exhibits
17.1 Elliot
Resignation
99.1 Press
Release
SIGNATURES
Pursuant
to the requirements of the Securities and 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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August
18, 2008
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Gulf
Onshore, Inc.
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/s/ Jeffrey
Joyce
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Jeffrey
Joyce, President
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