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
Date of Report (Date of earliest event reported): July 5, 2006
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CABELTEL INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 000-08187 75-2399477
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File No.) Identification No.)
1755 Wittington Place, Suite 340
Dallas, Texas 75234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-407-8400
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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:
[_] 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
(a) On July 5, 2006, but effective June 30, 2006, CabelTel International
Corporation (the "Company" or the "Issuer" or the "Registrant") consummated a
Purchase Agreement effective such date with two individuals and two limited
liability companies for the sale and disposition by the Company of all of the
Membership Interests in the two limited liability companies which own oil and
gas leases in Gregg and Rusk Counties, Texas, on which at least 50 oil-producing
wells were operating as of March 31, 2006. The individuals, Emory C. Johnson and
Robert C. Johnson, are father and son and have been involved in the operations
for the benefit of the Company of the oil and gas leases owned by the two
limited liability companies named Gaywood Oil and Gas I LLC ("Gaywood I") and
Gaywood Oil & Gas II LLC ("Gaywood II"), both Nevada limited liability
companies. Pursuant to such Purchase Agreement, Messrs. Johnson as "Buyers" paid
to the Company an aggregate purchase price of $1,737,000. In addition, the
Messrs. Johnson executed and delivered to the Company two non-interest bearing
promissory notes, each in the amount of $50,000 in connection with certain
obligations of the Messrs. Johnson to hold the Company harmless from any
drawings upon two separate letters of credit scheduled to expire November 29,
2006 and March 31, 2007, respectively. The Purchase Agreement was effective and
closed at substantially the same time.
Item 2.01. Completion of Acquisition or Disposition of Assets
See Item 1.01 above for a description of the Purchase Agreement, pursuant
to which the Company on July 5, 2006 sold to two individuals all of the
membership interests in Gaywood I and Gaywood II which owned and operated oil
and gas leases in Gregg and Rusk Counties, Texas, on which 50 producing wells
were operating as of March 31, 2006. The consideration given in payment for the
interests sold was cash in the amount of $1,737,000 plus two non-interest
bearing $50,000 promissory notes in support of certain letters of credit which
will expire November 29, 2006 and March 31, 2007, respectively. The purchasers
are two individuals who have been involved in the operation of the oil and gas
properties for the benefit of the Company.
The Company issued a Press Release concerning the disposition and its
effects upon the Company which is attached as an exhibit.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is furnished with this Report:
Exhibit Designation Description of Exhibit
99.1* Press Release dated July 6, 2006
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*Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly-caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly-authorized.
Dated: July 10, 2006 CABELTEL INTERNATIONAL CORPORATION
/s/ Gene S. Bertcher
By:
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Gene S. Bertcher, President and Chief
Financial Officer