8-K 1 f8k.txt DISPOSITION OF ASSETS 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 1933 Date of Report: September 9, 2004 Commission File Number: 000-09419 Matrix Energy Services Corp. Nevada 84-0811647 (Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 5416 Birchman Ave., Fort Worth Texas 76107 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (817) 377-4464 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)) Section 2 - Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets. On September 9, 2004, the Board of Directors for Matrix Energy Services, Corp. held a meeting of its Board of Directors. The members of the Board, M.O. Rife III, Joe Bill Bennett and Mark Zouvas were present. The purpose of this meeting was to discuss the inability of the Company to pay its joint operating expenses on its Corsicana leasehold, which controls 200 producing wells in Corsicana, Texas. The Board made the following motions and accepted the following resolutions. In 1997, the Company, under its predecessor name, Titan Energy Corp. executed a joint operating agreement with Rife Oil Properties to operate the wells located on the Corsicana leasehold. Rife Oil Properties, Inc. is solely owned and controlled by M.O. Rife III. Mr. Rife is also the Chairman of the Board of Matrix Energy Services Corp. and was Chairman of the Board of Titan Energy Corp. at the time of the execution of the operating agreement. Provisions within the operating agreement between Rife Oil Properties and the Company provide for the operator to take title and possession of the contract area (Corsicana Leasehold) in the event the non-operator (Matrix) cannot pay its joint operating expenses within sixty (60) days of the due date of the operating expense invoices. Transference of the leasehold estate under this scenario is through judicial proceedings. The Company has not been able to pay its joint operating invoices for the Corsicana leasehold for past eighteen months. Prior to that point in time, operating deficits for the Corsicana property had been funded through a series of loans made to the Company by related parties. The current amount owed to Rife Oil Properties from Matrix for joint operating expenses is $136,117.11. Recently, the State of Texas declared swabbing, which is the process of lifting oil from depleted wells via mobile unit, to be detrimental to the environment and have informed all operators to cease swabbing operations. The Corsicana property derived a majority of its revenue from swabbing the wells in the leasehold. The Company does not believe the property can generate enough revenue to cover its costs in this environment. To avoid judicial proceedings and the appurtenant costs associated with an action, The Company and has elected to consent to the forfeiture of its interest in the Corsicana leasehold to the operator, Rife Oil Properties in lieu of its outstanding debt relating to the joint operating expenses. Section 8 - Other Events Item 8.01 - Other Events On September 9, 2004, at a meeting of the Board of Directors of the Registrant, Matrix Energy Services Corp., the Directors elected to accept two compromise settlement agreements converting its outstanding debt to shares of its common stock. Specifically, the Registrant agreed to issue 25,245,586 shares of its common stock to Business Exchange Investments, inc. in lieu of canceling $378,683.79 of outstanding notes payable. Additionally, the Registrant agreed to issue 16,650,229 shares of its common stock to MOROIL, Inc. in lieu of canceling $249,753.43 of outstanding notes and accounts payable. MOROIL, Inc. is solely owned by the Chairman of the Board of Matrix Energy Services Corp., M.O. Rife III. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Matrix Energy Services Corp. Dated: September 9, 2004 Matrix Energy Services Corporation By:/s/M.O. Rife III --------------------------------------- M.O. Rife III, Chairman of the Board By:/s/Joe Bill Bennett ---------------------------------- Joe Bill Bennett, CEO and Director By:?s/Mark S. Zouvas ---------------------------------- Mark S. Zouvas, CFO/Director

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 1933

Date of Report: June 19, 2003

Commission File Number: 000-09419

Matrix Energy Services Corporation

Nevada	84-0811647
(Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
5416 Birchman Ave., Fort Worth, TX	76107
(Address of principal executive offices)	(Zip Code)
(817) 377- 4464
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Item 1. Change of Control of Registrant. None.

Item 2. Acquisition or Disposition of Assets. None.

Item 4. Changes in Registrant's Certifying Accountant. None.

Item 3. Bankruptcy or Receivership. None.

Item 5. Other Events. None.

Item 6. Changes of Registrant's Directors. As of May 29, 2003, by resolve the Board of Directors appoints Mark S. Zouvas as its Chief Financial Officer and as a member of its Board of Directors. The board further appoints attorney Luke C. Zouvas as its Special Securities Counsel.

Item 7. Financial Statements and Exhibits. None.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Dated: June 19, 2003

Matrix Energy Services Corporation

By:/s/Mark S. Zouvas

Mark S. Zouvas, CFO/Director

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