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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: September 17, 2001
RAMOIL MANAGEMENT, LTD.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
033-122507-NY
(State Of Incorporation) (Commission File Number)
13-3437732
(IRS Identification No.)
2840 Augusta Drive, Las Vegas, NV 89109
(Address Of Registrant's Principal Executive Offices)
702-696-9579
(Registrant's Telephone Number, Including Area Code)
Item 2. Acquisition or Disposition of Assets.
The Company sold all of its assets and liabilities to Wireless Communications Group, Inc., a private Nevada corporation, for 1,000,000 shares
common voting shares. Wireless Communications Group, Inc. is a high speed band width provider. The Company's former projects in the UAE
were sought after by Wireless Communications Group, Inc. who desired to expand its operations into the Middle East. Since the Company has
refocused its business strategy to the automotive industry, the sale effectively allowed the Company to concentrate on its automotive parts and
service acquisition strategy.
Item 5. Other Events
The Company announced that it would change its corporate name to "Jump Automotive Experts, Inc." to better reflect its business focus on the
automotive industry. The Company will reissue shares in the name of Jump Automotive Experts, Inc. at the request of shareholders. All
shareholder inquires should be directed to the Company's registrar and transfer agent, Computershare, 12039 West Alemeda Parkway, Suite 22,
Lakewood, CO 80228. There will be no change in the Company's shares Cusip Number 751918103 which identifies each share.
The Company announced a "Share Buy Back Program" that covers the purchase of 70% of shares in DTC form on or before 5:00 p.m. (PST)
on November 2, 2001. Notice will be sent to all shareholders by the Company's transfer agent.. The Company will purchase said shares at a
price of $1.50 on an all or none basis. All holders of DTC form shares must request a share certificate from the Company's transfer agent since
the purchase will be only effected on shares in certificate form.
The Share Buy Back Program seeks to return to the treasury shares which in the opinion of the Company are undervalued. The Company has
authorized the issuance of 300 million common voting shares par value $.0001. The Company has 86,728,840 shares issued on a fully diluted
basis. The Company believes that the shares in DTC form are approximately 10,400,000 shares. It will be necessary for at least 7,280,000
shares to be tendered to the Company pursuant to the Share Buy Back Program offer. At $1.50 per share the Company is willing to pay
$11,320,000.
The Company intends on paying for the shares with the cash proceeds from its current debenture offering and is, therefore, conditioned on the
successful funding of those debt instruments. The debentures will offer investors (a) guaranteed return of principal; (b) dividend interest paid
quarterly; and (c) an equity component. The debentures will be issued in Series 1 through 5 with a 10 year maturity date. Each debenture will
offer a guaranteed return of principal feature made possible through the purchase of U.S. zero coupon bonds and/or guaranteed investment
contracts. Each debenture will pay a quarterly interest dividend at 3.00 basis points over the floating LIBOR rate. Each debenture will offer an
equity component in the Company based on a formula not to exceed a sixty percent (60%) level of participation if all five series of debentures
are sold and subscribed to by qualified investors who meet the suitability requirements of Rule 506 of Regulation D.
The capital not used for the guarantee component will be used by the Company to complete a series of strategic acquisitions of companies in
the automotive industry and general corporate purposes. These targeted companies are principally in the supply and service channels. The
Company believes that each of these companies are highly undervalued at current market prices. The Company believes that there will be
sufficient current income from each of the target companies to service the debentures dividend component.
The Company is dependent on the success of its debenture offering to complete the Share Buy Back Program and to fund the acquisitions of the
targeted companies. The Company believes that current market conditions favor debt instruments (and particularly debt instruments structured
in the manner of the debentures) over security offerings in general.
There are no current audited financials for the Company and all assets and liabilities have been written down to nil on its most recent unaudited
financial statement. In order to provide the debenture holders with priority creditor status, the Company may determine that it is necessary to
issue the debentures through a newly formed affiliate company with a capital flow through provision. Under this approach, the capital would
flow through to the Company only upon finalization of creditor status.
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 here unto duly Authorized.
RAMOIL MANAGEMENT, LTD.
September 17, 2001
By: /s/ Gary W. Walters
--------------Gary W. Walters
Chairman
ITEM 7. EXHIBITS
1. Purchase and Sale Contract of Assets and Liabilities to Wireless Communications Group, Inc.
CONTRACT SALES PURCHASE AGREEMENT
This contract sale purchase agreement is entered into this 9th day of August, 2001 whereby WIRELESS COMMUNICATIONS GROUP, INC.,
(WCGI), was incorporated in the State of Nevada on the 9th day of June, 2001 and is in good standing; and whereby RAMOIL
MANAGEMENT, LTD., (RAMO), a Delaware publicly traded, over-the-counter company, and whereby the parties agree that in the best
interest of both respective parties, and interests of the shareholders were deemed to be in the best interests of the Board of Directors of
WIRELESS COMMUNICATIONS GROUP, INC., and RAMOIL MANAGEMENT, LTD., and the majority shareholders represent eighty
(80) percent of the voting rights, now express in the contract sales purchase agreement as follows:
WIRELESS COMMUNICATIONS GROUP, INC.
For value and consideration of one million shares of common stock at $5.00 per share for a total agreed amount of $5 million of capital stock
paid to RAMO on this 9th day of September, 2001 by WCGI, for any and all assets, notes, payables and any other liabilities, and interests of
RAMO may appear where is, as is, WCGI has exclusive rights to all these interests, with RAMO having no further rights therein, or interest
thereof.
RAMOIL MANAGEMENT, LTD.
By it's Board of Directors and 80% majority shareholders agreeing to sell, assign, and convey all rights, title and contracts to any and all assets,
debts, obligations or any and all other responsibilities of every kind, where is, as is, for the amount of $5 million of their capital stock at $5.00
per share asset sale bulk purchase, and;
WHEREBY realizing per the capital common stock being issued and held more than three (3) years, RAMO will issue a distribution of at least
fifty (50) percent of those shares which shall be distributed to the existing RAMO shareholders, or 500,000 shares representing $2,500,000,
shall be immediately issued to the respective shareholders for the equivalent percentage of equity ownership in RAMO as a distribution per sale
of asset liquidation value, said distribution is contemplated per sections of the Securities Act of 1933 and 1934, whereby any one exemption
instruction may be given to the transfer agent of RAMO to reverse said stock of WCGI to the respective shareholders of RAMO; it is fully
agreed that these security transfers shall adhere to any and all state or regulatory agencies, on ................., and that:
FURTHERMORE, the exception and share distribution to RAMO shareholders agree to the contract sale purchase, which will be completed on
or before August 24, 2001, at the close of business at 4:00 p.m. RAMO and WCGI shareholders as expressed herein, fully understand the terms
and conditions herein, and agree to, and shall, if necessary call s shareholders meeting to be held in Las Vegas, Nevada at a future date.
EXCHANGE OF ASSETS PURCHASED
The exchange of assets, liabilities, debts and obligations purchased by WCGI and RAMO shall take place in Las Vegas, Nevada on the 24th of
August, 2001, at the address of 2840 Augusta Drive, Las Vegas, Nevada.
All contracts, investments, letters of commitment for funding, proprietary information, etc. of RAMO....expects 100% of the...These assets and
liabilities shall include contemplated construction projects, and those that were under contract and under progress, forfeited or otherwise, in the
United Arab Emirates, (UAE), including the Ritz-Carlton Hotel, the City Mix Concrete plant, and equipment, vehicles, and plant equipment on
hand or in storage, which may be recoverable; the developmental rights and contracts to the Z-Ion Laser Fusion Reactor and Laser Enhanced
incinerator and the application of such technology in the Nevada theme parks, Jump Automotive Experts, and the anticipated acquisitions in
progress for the Pacific Dunlop, Ltd., and the related companies thereto, including all funding sources, commitments, and letters of intent to
fund the noted acquisitions.
All of the above projects shall be transferable, assignable, and subject to exclusive, mutual agreements.
$3 million overdue, which may or may not be collectable, all other debt obligations, including auditing and legal fees, shall be the
responsibility of the respective parties without recourse to the other.
This agreement shall be governed by the laws of the State of Nevada, and venue for any action to enforce, construe, or otherwise review this
contract shall lie in Clark County, Nevada.
ACCEPTED AND AGREED TO:
/s/ Gary W. Walters
-----------------------Gary W. Walters
Chairman/CEO, Ramoil Management
/s/ Gary W. Walters
-----------------------Gary W. Walters
Gary W. Walters and Associates
/s/ Francis Brown
-----------------------Francis Brown
G.W. Walters Trust