6-K 1 form6k1105.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13-a16 or 15d-16 under the Securities Exchange Act of 1934 For the month of November, 2005 STRATA OIL & GAS INC. ------------------------------------------ (Registrant's Name) 918 16th Avenue NW, Suite 408 Calgary, Alberta, Canada, T2M O3K -------------------------------------------- (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [ X ] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [ X ] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-____________________ Private Placement On November 15, 2005, Strata Oil & Gas Inc., a Canadian corporation (the "Company") closed a private placement of 140,000 units at USD $1.50 per unit for a total offering price of $210,000. The units were offered by the Company pursuant to an exemption from registration under Regulation S promulgated under the Securities Act of 1933, as amended. Each unit consists of the following: (a) one share of the common stock, no par value, of the Company (the "Common Stock"); (b) one Class A Warrant exercisable for one share of Common Stock at an exercise price of USD $1.75 for a period of four years commencing on November 15, 2006; and (c) one Class B Warrant exercisable for one share of Common Stock at an exercise price of USD $2.00 for a period of three years commencing on November 15, 2007. The Company has the right to accelerate the exercise date or reduce the exercise price of the Class A and Class B Warrants. The units were purchased by two non-US investors. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. STRATA OIL & GAS INC. By: /s/ Manny Dhinsa Name: Manny Dhinsa Title: President Date: November 15, 2005