Florida
|
26-2317506
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company x
|
PART I: FINANCIAL INFORMATION
|
||
ITEM 1:
|
FINANCIAL STATEMENTS
|
|
Report of Independent Registered Certified Public Accounting Firm
|
F-2
|
|
Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010
|
F-3
|
|
Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010, and from Inception (March 28, 2008) through March 31, 2011 (unaudited)
|
F-4
|
|
Consolidated Statement of Stockholders' Equity from Inception (March 28, 2008) through March 31, 2011 (unaudited)
|
F-5
|
|
Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010, and from Inception (March 28, 2008) though March 31, 2011 (unaudited)
|
F-6 - F-7
|
|
Notes to the Consolidated Financial Statements
|
F-8 - F-27
|
|
ITEM 2:
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
3
|
ITEM 3 :
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
9
|
ITEM 4:
|
CONTROLS AND PROCEDURES
|
9
|
PART II: OTHER INFORMATION
|
||
Item 1
|
LEGAL PROCEEDINGS
|
10
|
ITEM 1A :
|
RISK FACTORS
|
10
|
ITEM 2
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
10
|
ITEM 3
|
DEFAULTS UPON SENIOR SECURITIES
|
10
|
ITEM 4
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
10
|
ITEM 5
|
OTHER INFORMATION
|
10
|
ITEM 6:
|
EXHIBITS
|
11
|
SIGNATURES
|
14
|
Financial Statements
|
Page
|
|
Report of Independent Registered Certified Public Accounting Firm
|
F-2
|
|
Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010
|
F-3
|
|
Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010, and from Inception (March 28, 2008) through March 31, 2011 (unaudited)
|
F-4
|
|
Consolidated Statement of Stockholders' Equity from Inception (March 28, 2008) through March 31, 2011 (unaudited)
|
F-5
|
|
|
||
Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010, and from Inception (March 28, 2008) though March 31, 2011 (unaudited)
|
F-6 - F-7
|
|
Notes to the Consolidated Financial Statements
|
F-8 - F-27
|
|
March
31, 2011
|
December 31, 2010
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
2,821
|
$
|
1
|
||||
Accounts receivable:
|
||||||||
Joint interest billing
|
264,267
|
227,036
|
||||||
Other
|
22,084
|
17,432
|
||||||
Marketable equity securities
|
9,956
|
6,793
|
||||||
Prepaid expenses
|
28,691
|
33,008
|
||||||
Notes receivable, current
|
15,500
|
115,474
|
||||||
Notes receivable, stockholder
|
139,855
|
110,597
|
||||||
Total current assets
|
483,174
|
510,341
|
||||||
PROPERTY AND EQUIPMENT
|
||||||||
Oil and gas properties and equipment, net
|
4,578,192
|
4,557,661
|
||||||
OTHER ASSETS
|
||||||||
Notes receivable, net of current portion
|
557,228
|
557,726
|
||||||
Debenture escrow
|
99,190
|
99,190
|
||||||
Miscellaneous
|
131,257
|
150,910
|
||||||
TOTAL ASSETS
|
$
|
5,849,041
|
$
|
5,875,828
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,005,408
|
$ |
1,030,505
|
||||
Accounts payable, revenue distribution
|
12,744
|
7,924
|
||||||
Notes payable, current
|
1,175,622
|
1,224,870
|
||||||
Loans payable, other
|
-
|
5,986
|
||||||
Convertible debentures payable
|
195,000
|
280,000
|
||||||
Total current liabilities
|
2,388,774
|
2,549,285
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Notes payable, net of current portion
|
550,000
|
550,000
|
||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred stock:
|
||||||||
Series A
|
1,000
|
1,000
|
||||||
Series B
|
300
|
300
|
||||||
Common Stock
|
193,220
|
148,947
|
||||||
Additional paid in capital
|
5,613,093
|
5,356,187
|
||||||
Deficit accumulated during the development stage
|
(2,897,346
|
)
|
(2,729,891
|
)
|
||||
Total stockholders' equity
|
2,910,267
|
2,776,543
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
5,849,041
|
$
|
5,875,828
|
Inception
|
||||||||||||
through
|
||||||||||||
2011
|
2010
|
March 31, 2011
|
||||||||||
Revenue earned
|
|
|
||||||||||
Oil and gas production sales
|
$ | 13,577 | $ | - | $ | 63,668 | ||||||
Net gain on sale of oil and gas properties and equipment
|
- | - | 488,781 | |||||||||
Well management Fees
|
20,859 | - | 51,226 | |||||||||
Other
|
19,821 | - | 39,611 | |||||||||
|
||||||||||||
Total revenue earned
|
54,257 | - | 643,286 | |||||||||
|
||||||||||||
Cost of oil and gas operations
|
19,874 | 15,947 | 211,021 | |||||||||
|
||||||||||||
Gross profit (loss)
|
34,383 | (15,947 | ) | 432,265 | ||||||||
|
||||||||||||
Operating Expenses
|
||||||||||||
Selling, general and administrative
|
150,883 | 243,766 | 1,153,097 | |||||||||
Stock issued for legal services
|
- | 79,680 | 699,031 | |||||||||
Stock issued for consulting and other services
|
34,632 | 54,000 | 1,619,883 | |||||||||
Depreciation, depletion and amortization
|
58,592 | 22,530 | 224,510 | |||||||||
|
||||||||||||
Total operating expenses
|
244,107 | 399,976 | 3,696,521 | |||||||||
|
||||||||||||
Loss from operations
|
(209,724 | ) | (415,923 | ) | (3,264,256 | ) | ||||||
|
||||||||||||
Other Income (expenses)
|
||||||||||||
Net gain (loss) from sale of marketable equity securities and investments
|
48,939 | 169,227 | 276,939 | |||||||||
Forgiveness of debt
|
- | - | 375,868 | |||||||||
Interest income
|
5,390 | - | 19,795 | |||||||||
Interest expense
|
(12,060 | ) | (25,000 | ) | (305,692 | ) | ||||||
Loss before provision for income taxes
|
(167,455 | ) | (271,696 | ) | (2,897,346 | ) | ||||||
Provision for income taxes
|
- | - | - | |||||||||
Net loss
|
$ | (167,455 | ) | $ | (271,696 | ) | $ | (2,897,346 | ) | |||
|
||||||||||||
Basic loss per common share
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
Diluted loss per common share
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
|
||||||||||||
Weighted average common shares outstanding - basic
|
172,502,360 | 23,941,525 | ||||||||||
Weighted average common shares outstanding - diluted (see Note A)
|
- | - | ||||||||||
Preferred stock
|
Common Stock
|
Additional
Paid in
|
Deficit Accumulated
During
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Development
|
Total
|
||||||||||||||||||||||
Issuance of common stock for cash on March 28, 2008 at $.001 per share
|
$
|
-
|
10,000,000
|
$
|
10,000
|
$
|
-
|
$
|
-
|
$
|
10,000
|
|||||||||||||||||
Issuance of common stock for consulting and other services at $.25 to $.35 per share
|
854,236
|
854
|
290,445
|
291,299
|
||||||||||||||||||||||||
Issuance of common stock for legal services valued at $.35 per share
|
1,250,000
|
1,250
|
436,250
|
437,500
|
||||||||||||||||||||||||
Issuance of common stock and warrants for cash at $.25 to $.35 per share
|
135,715
|
136
|
43,364
|
43,500
|
||||||||||||||||||||||||
Net loss for the period March 28, 2008 to December 31, 2008
|
(749,550
|
)
|
(749,550
|
)
|
||||||||||||||||||||||||
Balance at December 31, 2008, Restated-Note S
|
-
|
-
|
12,239,951
|
12,240
|
770,059
|
(749,550
|
)
|
32,749
|
||||||||||||||||||||
Issuance of Series A and B shares at par value
|
1,300,000
|
1,300
|
299,700
|
301,000
|
||||||||||||||||||||||||
Issuance of common stock for consulting and other services at $.07 thru $.66 per share
|
9,565,959
|
9,566
|
1,428,209
|
1,437,775
|
||||||||||||||||||||||||
Issuance of common stock for legal services at $.11 and $.35 per share
|
380,000
|
380
|
125,471
|
125,851
|
Net loss for the year ended December 31, 2009
|
(1,638,715 | ) | (1,638,715 | ) | ||||||||||||||||||||||||
Balances at December 31, 2009
|
1,300,000 | 1,300 | 22,185,910 | 22,186 | 2,623,439 | (2,388,265 | ) | 258,660 | ||||||||||||||||||||
Issuance of common stock for consulting and other services at $.01 thru $.09 per share
|
5,450,000 | 5,450 | 150,100 | 155,550 | ||||||||||||||||||||||||
Issuance of common stock for cash at $.01 thru $.25 per share
|
7,882,096 | 7,882 | 148,274 | 156,156 | ||||||||||||||||||||||||
Issuance of common stock for debt reduction at $.01 thru $.10 per share
|
63,234,114 | 63,234 | 661,610 | 724,844 | ||||||||||||||||||||||||
Issuance of common stock and warrants for acquisition of Wilon Resources, Inc. at $.035 per share
|
48,207,973 | 48,208 | 1,639,071 | 1,687,279 | ||||||||||||||||||||||||
Issuance of common stock for legal services at $.05 thru $.10 per share
|
1,987,285 | 1,987 | 133,693 | 135,680 | ||||||||||||||||||||||||
Net loss for the year ended December 31, 2010
|
(341,626 | ) | (341,626 | ) | ||||||||||||||||||||||||
Balances at December 31, 2010
|
1,300,000 | 1,300 | 148,947,378 | 148,947 | 5,356,187 | (2,729,891 | ) | 2,776,543 | ||||||||||||||||||||
Issuance of common stock for consulting and other services at $.01 per share
|
3,371,788 | 3,372 | 32,190 | 35,562 | ||||||||||||||||||||||||
Issuance of common stock for cash at $.015 per share
|
1,000,000 | 1,000 | 14,000 | 15,000 | ||||||||||||||||||||||||
Issuance of common stock for debt reduction at $.01 per share
|
39,901,052 | 39,901 | 210,716 | 250,617 | ||||||||||||||||||||||||
Net loss for the three months ending March 31, 2011
|
(167,455 | ) | (167,455 | ) | ||||||||||||||||||||||||
Balances at March 31, 2011
|
1,300,000 | $ | 1,300 | 193,220,218 | $ | 193,220 | $ | 5,613,093 | $ | (2,897,346 | ) | $ | 2,910,267 |
Inception
|
||||||||||||
through
|
||||||||||||
2011
|
2010
|
March 31, 2011
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|||||||||
Net loss
|
$ | (167,455 | ) | $ | (271,696 | ) | $ | (2,897,346 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation, depletion and amortization
|
58,592 | 22,530 | 224,510 | |||||||||
Forgiveness of debt
|
- | - | (375,868 | ) | ||||||||
Net (gain) loss from sale of marketable equity securities and investments
|
(48,939 | ) | (169,227 | ) | (276,939 | ) | ||||||
Net gain from sale of oil and gas properties and equipment
|
- | - | (488,781 | ) | ||||||||
Issuance of common stock for services, leases, and reimbursements
|
35,562 | 133,680 | 2,190,260 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable, joint interest billing
|
(39,855 | ) | (120,675 | ) | (80,516 | ) | ||||||
Accounts receivable, other
|
(4,652 | ) | 76,311 | 34,071 | ||||||||
Prepaid expenses
|
4,317 | 5,628 | 10096 | |||||||||
Other assets
|
(1,501 | ) | (60,700 | ) | (84,275 | ) | ||||||
Accounts payable and accrued expenses
|
(14,771 | ) | 42,856 | 767,566 | ||||||||
Accounts payable, revenue distribution
|
4,820 | - | 12,744 | |||||||||
Net cash flows from operating activities
|
(173,882 | ) | (341,293 | ) | (964,478 | ) | ||||||
|
||||||||||||
|
||||||||||||
INVESTING ACTIVITIES:
|
||||||||||||
Purchase of investments
|
- | (3,000 | ) | (296,240 | ) | |||||||
Proceeds from sale of investments
|
- | 21,000 | 60,230 | |||||||||
Purchases of marketable equity securities
|
(23,411 | ) | (1,990,563 | ) | (2,352,264 | ) | ||||||
Proceeds from sale of marketable equity securities
|
69,187 | 2,121,423 | 2,765,516 | |||||||||
Collections on notes receivable
|
100,472 | 62,255 | 202,227 | |||||||||
Lending on notes receivable, stockholder
|
(29,257 | ) | (1,400 | ) | (139,854 | ) | ||||||
Purchase of oil and gas properties and equipment
|
(55,289 | ) | (305,138 | ) | (759,215 | ) | ||||||
Proceeds from sale of oil and gas properties and equipment
|
- | - | 454,550 | |||||||||
Net cash flows from investing activities
|
61,702 | (95,423 | ) | (65,050 | ) | |||||||
|
||||||||||||
|
||||||||||||
FINANCING ACTIVITIES:
|
||||||||||||
Issuance of common stock and warrants for cash
|
15,000 | 12,500 | 242,156 | |||||||||
Borrowings from notes payable
|
20,000 | 510,300 | 162,068 | |||||||||
Payments on notes payable
|
- | (24,000 | ) | (30,000 | ) | |||||||
Net borrowings from loans payable - stockholders
|
- | (33,369 | ) | 119,506 | ||||||||
Net borrowings from loans payable - other
|
- | - | 59,229 | |||||||||
Borrowing from related entity, net
|
- | - | 94,390 | |||||||||
Borrowings from convertible debentures
|
80,000 | - | 385,000 | |||||||||
Net cash flows from financing activities
|
115,000 | 465,431 | 1,032,349 | |||||||||
|
||||||||||||
|
||||||||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
2,820 | 28,715 | 2,821 | |||||||||
|
||||||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
1 | 26,488 | - | |||||||||
|
||||||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 2,821 | $ | 55,203 | $ | 2,821 | ||||||
|
Inception
|
||||||||||||
through
|
||||||||||||
|
2011
|
2010
|
March 31, 2011
|
|||||||||
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|||||||||
Taxes paid
|
- | - | - | |||||||||
Interest paid
|
- | - | - | |||||||||
Issuance of common stock for reduction of convertible debenture
|
$ | 165,000 | - | $ | 190,000 | |||||||
Issuance of common stock for purchase of equipment
|
- | - | $ | 5,585 | ||||||||
Issuance of common stock for acquisition of SLMI Options, LLC
|
- | - | $ | 99,600 | ||||||||
Issuance of preferred stock for acquisition of SLMI Options, LLC
|
- | - | $ | 1,300 | ||||||||
Issuance of common stock for funding of debenture escrow
|
- | - | $ | 99,190 | ||||||||
Issuance of common stock for funding of prepaid expenses
|
- | - | $ | 39,000 | ||||||||
Issuance of common stock for funding of other assets
|
- | - | $ | 169,683 | ||||||||
Issuance of common stock for reduction of accounts payable and accrued expenses
|
$ | 10,383 | - | $ | 100,483 | |||||||
Issuance of common stock for reduction of loans payable, shareholder
|
- | - | $ | 88,370 | ||||||||
Issuance of common stock for reduction of loans payable, other
|
- | - | $ | 31,300 | ||||||||
Issuance of common stock for reduction of notes payable
|
$ | 75,233 | - | $ | 565,307 | |||||||
Issuance of common stock for acquisition of Wilon Resources, Inc.
|
- | - | $ | 1,687,279 | ||||||||
Financing the sale of oil and gas properties with a note receivable
|
- | - | $ | 300,000 | ||||||||
Note receivable for Series B convertible preferred stock
|
$ | - | $ | - | $ | 300,000 |
|
3/31/2011
|
12/31/2010
|
||||||
Land and mineral rights
|
$
|
186,972
|
$
|
180,602
|
||||
Computer Software
|
33,000
|
13,000
|
||||||
Field Equipment
|
22,660
|
22,660
|
||||||
Transportation Equipment
|
111,290
|
111,290
|
||||||
Oil and Gas Properties
|
4,321,201
|
4,289,658
|
||||||
Accumulated depreciation and depletion
|
(96,931
|
)
|
(59,549
|
)
|
||||
Net property and equipment
|
$
|
4,578,192
|
$
|
4,557,661
|
|
3/31/2011
|
12/31/2010
|
||||||
Note receivable, interest at 1%, ,
|
||||||||
balance to be deducted from gas revenue distributions
|
$
|
200,000
|
$
|
300,000
|
||||
Note receivable, interest at 3%, due September 2014, collateralized
|
||||||||
by Series B preferred stock
|
300,000
|
300,000
|
||||||
Non-interest bearing note due on demand
|
$
|
13,500
|
$
|
13,500
|
||||
Note receivable, interest at 9%, $605 due monthly through December 2025
|
59,228
|
59,700
|
||||||
Less current portion
|
(15,500
|
)
|
(115,474
|
)
|
||||
Notes receivable long-term
|
$
|
557,228
|
$
|
557,726
|
||||
|
3/31/2011
|
12/31/2010
|
||||||
Loan commitment fee
|
$
|
169,683
|
$
|
169,683
|
||||
Accumulated amortization
|
(127,263
|
)
|
( 106,052
|
)
|
||||
Operating bonds
|
88,837
|
87,279
|
||||||
Total Other Assets
|
$
|
131,257
|
150,910
|
|
3/31/2011
|
12/31/2010
|
||||||
Note payable, interest at 1% per annum, due in 2011
|
$
|
100,000
|
$
|
100,000
|
||||
Note payable, interest at 3% per annum, due in annual installments of $250,000
|
||||||||
through September 2013
|
980,000
|
980,000
|
||||||
Notes payable, non-interest bearing, due in January 2011
|
10,000
|
10,000
|
||||||
Notes payable, interest at 100% through maturity date, interest at maximum rate
|
||||||||
allowable by law thereafter, due July 2010
|
400,000
|
400,000
|
||||||
Note payable, interest at 3%, due on demand
|
187,678
|
262,926
|
||||||
Note payable, interest at 4%, due on demand
|
21,944
|
21,944
|
||||||
Note payable, interest at 4%, effective May 2011 payable in monthly installments
|
||||||||
based upon 1.5% of gas revenues received
|
26,000
|
-
|
||||||
|
||||||||
Less current portion
|
(1,175,622
|
)
|
(1,224,870
|
)
|
||||
Notes payable long term
|
$
|
550,000
|
$
|
550,000
|
|
3/31/2011
|
12/31/2010
|
||||||
Federal income taxes:
|
||||||||
Current
|
$
|
(32,459
|
)
|
$
|
(511,745
|
)
|
||
Deferred
|
32,459
|
511,745
|
||||||
-
|
-
|
|||||||
State income taxes:
|
||||||||
Current
|
$
|
(12,984
|
)
|
$
|
(204,698
|
)
|
||
Deferred
|
12,984
|
204,698
|
||||||
-
|
-
|
|||||||
Total
|
$
|
-
|
$
|
-
|
|
3/31/2011
|
12/31/2010
|
||||||
Noncurrent deferred tax assets (liabilities):
|
||||||||
Accrued wages deducted for financial purposes not deducted for tax purposes
|
$
|
54,600
|
$
|
54,600
|
||||
Capital losses deducted for financial purposes carried over to future years for
|
||||||||
tax purposes (expiring in years through 2014)
|
29,139
|
39,416
|
||||||
Well costs deducted for financial purposes capitalized for tax purposes
|
2,520
|
2,520
|
||||||
Excess depletion on oil and gas properties taken for tax purposes over
|
||||||||
financial purposes
|
(4,342
|
)
|
(4,342
|
)
|
||||
Excess loss on sale of investments taken for tax purposes over financial purposes
|
(86,960
|
)
|
(86,960
|
)
|
||||
NOL from the acquisition of Wilon Resources (subject to potential I.R.C.
|
||||||||
Section 382 limitations)
|
588,000
|
588,000
|
||||||
NOL remaining not attributable to timing differences (expiring in years through 2020)
|
282,650
|
237,208
|
||||||
Deferred noncurrent tax asset, net
|
865,607
|
830,442
|
||||||
Valuation allowance
|
(865,607
|
)
|
(830,442
|
)
|
||||
$
|
-
|
$
|
-
|
|
3/31/2011
|
12/31/2010
|
||||||
Caesar Capital
|
$
|
75,000
|
$
|
100,000
|
||||
ARRG
|
-
|
25,000
|
||||||
Asher
|
120,000
|
130,000
|
||||||
Tangiers
|
-
|
25,000
|
||||||
Total convertible debenture payable
|
$
|
195,000
|
$
|
280,000
|
Acres
|
Total Wells
|
Producing
|
Not in Production
|
||
West Virginia - Wayne County (c)
|
12,280 (a,b)
|
122
|
61
|
61
|
|
a)
|
12,000 acres of mineral rights under lease
|
||||
b)
|
280 acres of mineral rights owned by subsidiary, E 2 Investments, LLC
|
||||
c)
|
Most wells located in West Virginia were originally operated by B.T.U. Pipeline, Inc. ("BTU"), a wholly owned subsidiary acquired in the Wilon Resources, Inc. acquisition.
|
||||
d)
|
On May 5, 2010, the Company entered into an agreed order with the West Virginia Department of Environmental Protection to settle all prior violations with a set fine and the transfer of all wells from BTU to
E 3 Petroleum Corp ("E 3"), a wholly owned subsidiary of the Company.
|
||||
Kentucky - multiple counties (e)
|
5,100
|
31
|
17
|
14
|
|
e)
|
Counties: Hart, Adair, Russell, Allen Monroe, Green
|
3.1
|
Articles of Incorporation (filed with Form S-1 (File No. 333-154799) on October 29, 2008 and incorporated by reference).
|
|
|
||
3.2
|
Articles of Incorporation (amended and restated) (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference).
|
|
3.3
|
By-Laws (filed with Form S-1/A (File No. 333-154799) on December 9, 2008 and incorporated by reference).
|
|
3.4
|
Amended and Restated Articles of Incorporation filed with the Florida Department of State Division of Corporations on October 21, 2009 (Previously filed on the Current Report on Form 8-K with the SEC on October 28, 2009).
|
|
3.5
|
Amended Articles of Incorporation filed with the Florida Department of State Division of Corporations on March 19, 2010 (Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
3.6
|
Articles of Merger filed with the Florida Department of State Division of Corporations on May 27, 2010 (Previously filed on the Annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
3.7*
|
Amended Articles of Incorporation filed with the Florida Department of State Division of Corporations on April 18, 2011 (Previously filed on the Current Report on Form 8-K with the SEC on April 19, 2011).
|
|
10.10
|
Employment Agreement between Wayne Anderson and Adventure Energy, Inc. dated as of April 1, 2009 (Previously filed with Current Report on Form 8-K filed with the SEC on July 7, 2009).
|
|
10.11
|
Employment Agreement between Jim Anderson and Adventure Energy, Inc. dated as of April 1, 2009 (Previously filed with Current Report on Form 8-K filed with the SEC on July 7, 2009).
|
|
10.12
|
Lender Acquisition Agreement dated as of September 4, 2009 among Adventure Energy. Inc., SLMI Holdings, LLC and SLMI Options, LLC (Previously filed with Current Report on Form 8-K filed with the SEC on September 11, 2009).
|
|
10.13
|
Securities Purchase Agreement between Tangiers Investors, LP and Adventure Energy, Inc. dated as of September 24, 2009 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
|
|
10.14
|
Pledge and Escrow Agreement among Atlas Capital Partners, LLC, Adventure Energy Inc. and Atlas Capital Partners, LP, as escrow agent, dated as of September 24, 2009 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
|
|
10.15
|
Debenture Securities Purchase Agreement between Atlas Capital Partners, LLC and Adventure Energy, Inc. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
|
|
|
||
10.16
|
Securities Purchase Agreement by and among, E 2 Investments, LLC and Harlis Trust dated as of November 10, 2009. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
|
|
10.17
|
Secured Convertible Debenture issued to Atlas Capital Partners, LLC (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
|
|
10.18
|
Security Agreement between Adventure Energy, Inc. and Atlas Capital Partners, LLC (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 16, 2009).
|
|
10.19
|
Consent Order issued to E 3 Petroleum Corp by the West Virginia Department of Environmental Protection Office of Oil & Gas dated as of May 5, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
10.20
|
Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of June 18, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
10.21
|
Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of June 18, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
10.22
|
Consulting Agreement between Del Mar Corporate Consulting, LLC and US Natural Gas Corp dated as of July 9, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
10.23
|
Employment Agreement between Chuck Kretchman and US Natural Gas Corp dated as of July 15, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
10.24
|
Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of July 30, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
|
||
10.25
|
Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of July 30, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
10.26
|
Convertible Promissory Note between Caesar Capital Group, LLC and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
10.27
|
Amendment to Common Stock Purchase Warrant Agreement between Caesar Capital Group, LLC and US Natural Gas Corp dated as of August 6, 2010. (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
|
|
|
||
10.28
|
Amendment to Common Stock Purchase Warrant Agreement between ARRG Corp and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
|
|
10.29
|
Convertible Promissory Note between ARRG Corp and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
|
||
10.30
|
Common Stock Purchase Warrant Agreement between Caesar Capital Group, LLC and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
|
||
10.31
|
Common Stock Purchase Warrant Agreement between ARRG Corp and US Natural Gas Corp dated as of August 6, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on August 16, 2010).
|
|
|
||
10.32
|
Convertible Promissory Note between Caesar Capital Group, LLC and US Natural Gas Corp dated as of September 7, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
|
|
|
||
10.33
|
Common Stock Purchase Warrant Agreement between Caesar Capital Group, LLC and US Natural Gas Corp dated as of September 7, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
|
|
10.34
|
Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of October 8, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
|
|
10.35
|
Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of October 8, 2010 (Previously filed on the Quarterly Report on Form 10-Q with the SEC on November 15, 2010).
|
|
10.36
|
Amendment to Securities Purchase Agreement dated November 10, 2009 by and between E 2 Investments, LLC and Harlis Trust dated December 20, 2010 (Previously filed with Current Report on Form 8-K filed with the SEC on December 22, 2010).
|
10.37
|
Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of January 19, 2011(Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
10.38
|
Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of January 19, 2011(Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
10.39
|
Consulting Agreement between E 2 Investments, LLC and Fitt Highway Products, Inc. dated as of January 24, 2011(Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
10.40
|
Convertible Promissory Note between Asher Enterprises, Inc. and US Natural Gas Corp dated as of February 3, 2011(Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
10.41
|
Securities Purchase Agreement between Asher Enterprises, Inc. and US Natural Gas Corp dated as of February 3, 2011(Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
10.42
|
Articles of Termination and Articles of Dissolution filed for B.T.U. Pipeline, Inc with the Tennessee Secretary of State dated March 4, 2011(Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
10.43
|
Term Sheet between Madison Brothers Investments, LLC and US Natural Gas Corp dated March 16, 2011(Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
10.44*
|
Convertible Promissory Note between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011.
|
|
10.45*
|
Security Agreement between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011.
|
|
10.46*
|
Common Stock Purchase Warrant Agreement between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011.
|
|
10.47*
|
Common Stock Purchase Warrant Agreement between Tangiers Investors, LP and US Natural Gas Corp dated as of May 3, 2011.
|
|
21.1
|
List of Subsidiaries (Previously filed on the annual Report on Form 10-K with the SEC on April 8, 2011).
|
|
31.1*
|
Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002.
|
|
|
||
31.2*
|
Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002.
|
|
|
||
32.1*
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
||
32.2*
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
US Natural Gas Corp
|
|||
Date: May 23, 2011
|
By:
|
/s/ Wayne Anderson
|
|
Wayne Anderson
|
|||
President and Director
|
|||
(Principal Executive Officer)
|
|||
By:
|
/s/ Jim Anderson
|
||
Vice President and Director
|
|||
By:
|
/s/ Chuck Kretchman
|
||
Chief Financial Officer
|
|||
(Principal Financial Officer)
|
Division of Corporations Letter
|
Number: 411A00009890 | ||
Articles of Amendment
to
Articles of Incorporation
|
US Natural Gas Corp
(Name of Corporation as currently filed with the Florida Dept. of State)
P08000032840
|
B. Enter new principal office address, if applicable:
|
|||
(Principal office address MUST BE A STREET ADDRESS )
|
|||
C. Enter new mailing address, if applicable:
|
|||
(Mailing address MAY BE A POST OFFICE BOX) | |||
D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:
|
|||
Name of New Registered Agent:
|
|||
New Registered Office Address:
|
|||
(Florida street address)
|
|||
, Florida | |||
(City) | (Zip Code) | ||
Title | Name | Address | Type of Action | |||
oAdd | ||||||
oRemove | ||||||
oAdd | ||||||
oRemove | ||||||
oAdd | ||||||
oRemove | ||||||
The date of each amendment(s) adoption: |
April 14, 2011
|
(date of adoption is required) | |
Effective date if applicable: | April 14, 2011 |
(no more than 90 days after amendment file date)
|
Adoption of Amendment(s)
|
(CHECK ONE) | ||
þ | The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval. |
o | The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): |
o | "The number of votes cast for the amendment(s) was/were sufficient for approval |
by _________________________________________________________________________________________________________."" | |
(voting group) | |
o | The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required. |
o | The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. |
Dated | April 18, 2011 | |
Signature | ||
(By a director, president or oth officer — if directors or officers have not been selected, by an incorporator — in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) | ||
Wayne Anderson
|
||
(Typed or printed name of person signing)
|
||
President
|
||
(Title of person signing) |
US Natural Gas Corp. | |||
|
By:
|
/s/ Wayne Anderson | |
President | |||
US Natural Gas Corp. | |||
|
By:
|
/s/ Wayne Anderson | |
President | |||
$52,500.00
|
May 3, 2011
|
St. Petersburg, Florida
|
US Natural Gas Corp
|
|||
|
By:
|
||
Wayne Anderson, President | |||
1.
|
Recitals Adopted. The parties hereby adopt as part of this Security Agreement each of the recitals which is set forth in the WHEREAS clauses and agree that such recitals shall be binding upon the parties hereto by way of contract and not merely by way of recital or inducement. Such WHEREAS clauses are hereby confirmed and ratified as being true and accurate by each party to this Agreement.
|
2.
|
Security Interest. To secure the repayment of the Loan pursuant to the Note and the payment and performance by the Grantor of all obligations and liabilities of the Grantor to the Secured Party (the “Obligations”) pursuant to the Note and this Security Agreement (collectively referred to as the “Relevant Agreements”), the Grantor shall and hereby does, as of the date upon which the Grantor acquires the Assets, convey, assign and transfer to the Secured Party a continuing lien upon and security interest in the Collateral.
|
3.
|
Representations of the Grantor. The Grantor represents and warrants to the Secured Party that:
|
A.
|
Company Status
|
(i)
|
The Grantor is a corporation duly organized, validly existing and in good standing under the laws of Florida with all requisite power and authority to carry on its business as presently conducted in all jurisdictions where presently conducted;
|
(ii)
|
Copies of (a) the Articles of Incorporation, and all amendments thereto to date for the Grantor, certified by the Secretary of State of the State of Florida, and (b) the Operating Agreement of the Grantor, as amended to date, are annexed hereto, and made a part hereof, as Exhibits “B” and “C”, respectively, and are complete and correct as of the date of this Security Agreement.
|
B.
|
Collateral. The Grantor, is the legal and beneficial owner of the Collateral, free and clear of any liens or encumbrances.
|
C.
|
Authority and Due Authorization. The Grantor has full authority, right, power and legal capacity to enter into this Security Agreement and to consummate the transactions which are provided for herein. The execution of this Security Agreement by the Grantor, and its delivery to the Secured Party and the consummation by the Grantor of the transactions which are contemplated herein have been duly approved and authorized by all necessary action by the Grantor’s Board of Directors. A certified copy of the Board of Directors resolution approving and authorizing this Security Agreement is annexed hereto and made a part hereof as Exhibit “D”. No consent of any person is necessary in connection with the execution or delivery of this Security Agreement by the Grantor or of the performance by the Grantor of its obligations pursuant to this Security Agreement. No further action shall be necessary on the part of the Grantor for the performance and consummation by the Grantor of the transactions which are contemplated by this Security Agreement.
|
D.
|
Compliance with the Law and other Instruments. The business and operations of the Grantor have been and are being conducted in accordance with all applicable laws, rules and regulations of all authorities which affect the Grantor or its properties, assets, businesses or prospects. The execution, delivery and performance of this Security Agreement does not violate any law or any agreement or undertaking to which the Grantor is a party or by which the Grantor may be bound and shall not result in any breach of, or constitute a default under, or result in the imposition of any lien or encumbrance, upon any of the Collateral, other than the lien created by this Security Agreement, or cause an acceleration under any arrangement, any security agreement or other instrument to which the Grantor is a party or by which any of the Collateral is bound. The Grantor has performed in all respects all of its obligations which are, as of the date of this Security Agreement, required to be performed by it pursuant to the terms of any such agreement, contract or commitment.
|
E.
|
Validity. The security interest granted pursuant to this Security Agreement constitutes a valid and legal security interest in the Collateral for the payment and performance of the Obligations. The Grantor has executed and delivered to the Secured Party such Division of Motor Vehicles Voluntary Lien Created After Issuance of Original Title Form DMV 84-A, containing the description of Collateral set forth on Exhibit “E” hereto, as the Secured Party has requested with respect to the security interest granted pursuant to this Security Agreement.
|
F.
|
Litigation. There are no legal, administrative, arbitration, or other proceeding or governmental investigation affecting the Grantor or its assets or with respect to any matter arising out of the conduct of the business of the Grantor, or pending or threatened, by or against, the Grantor or any of its officers or directors in connection with the Grantor’s affairs, whether or not covered by insurance.
|
G.
|
Complete Disclosure. No representation or warranty of the Grantor which is contained in this Security Agreement, or in a writing furnished or to be furnished pursuant to this Security Agreement, contains or shall contain any untrue statement of material fact, omits or shall omit to state any material fact which is required to make the statements which are contained herein or therein, in light of the circumstances under which they were made, not misleading. There is no fact, known to the Grantor, relating to the business, affairs, operations, conditions (financial or otherwise) or prospects of the Grantor which would materially adversely affect same which has not been disclosed to Secured Party in this Security Agreement.
|
H.
|
No Defense. It shall not be a defense to a suit for damages for any misrepresentation or breach or warranty that the Secured Party knew or had reason to know that any covenant, representation or warranty in this Security Agreement, or furnished or to be furnished to the Secured Party contained untrue statements.
|
4.
|
Affirmative Covenants. Unless and until all of the Obligations of the Grantor have been paid in full, the Grantor shall do all that is necessary to protect the Secured Party’s Security Interest in the Collateral, including but not limited to the following:
|
A.
|
Promptly pay and discharge all lawful taxes, assets and governmental charges or levies imposed upon the Grantor or upon its income and profits; or upon any of its property, before the same shall become in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof;provided however, that the Grantor shall not be required to pay and discharge any such tax, assessment, charge, levy or claim as long as the validity thereof shall be contested in good faith by the Grantor, or where the failure to so pay would not have a material adverse effect on the Grantor;
|
B.
|
Promptly notify the Secured Party of the commencement of all proceedings and investigations by or before and/or the receipt of any notices from, any governmental or non-governmental body including, but not limited to, any court or arbitrator, against or in any way materially affecting any of the Grantor’s properties, assets or business;
|
C.
|
Promptly notify the Secured Party of any material change in the Grantor’s business, assets, liabilities, condition (financial or otherwise), results of operations or business prospects;
|
D.
|
Promptly notify the Grantor of any default or any event which, with the passage of time or giving of notice or both, would constitute a default under any agreement to which the Grantor is a party or by which the Grantor or any of the Grantor’s properties may be bound;
|
E.
|
At all times reasonably maintain, preserve, protect and keep its property used in the conduct of its business in good repair, working order and condition, normal wear and tear excepted, except where the failure to comply would not have a material adverse effect on the Grantor;
|
F.
|
To the extent necessary for the operation of its business, keep adequately insured by reputable insurers, all property of a character usually insured by similar corporations and carry such other insurance as is usually carried by similar corporations, except where the failure to obtain insurance would not have a material adverse effect on the Grantor;
|
G.
|
Promptly notify the Secured Party of any delay in the Grantor’s performance of any of its obligations to any secured lender and of any assertion of any claims by any secured lender of the Grantor;
|
H.
|
Promptly notify the Secured Party of the occurrence of any Event of Default (as defined in Article “7” of this Security Agreement);
|
I.
|
Continue to be qualified to do business in any jurisdiction where such qualification is required; and
|
J.
|
At all times keep true and correct books, records and accounts.
|
5.
|
Negative Covenants. Unless and until all of the Obligations have been paid in full, the Grantor shall not:
|
A.
|
Conduct its business in any manner other than in the ordinary course;
|
B.
|
Make any change in its Articles of Incorporation or Operating Agreement which will adversely affect the Grantor’s ability to perform the Obligations hereunder;
|
C.
|
Declare or pay any dividend or make any other payment or distribution to its stockholders, or purchase or redeem any of its securities;
|
D.
|
Sell, liquidate, or otherwise dispose of any of its assets, other than in the ordinary course of business;
|
E.
|
Except as consistent with normal business practice and past practice, increase the compensation payable or to become payable by the Grantor to any officer and/or director or any of the immediate family of any officer and/or director including, but not limited to, the following: any spouse, parent, spouse of a parent, mother-in-law, father-in-law, child, spouse of a child, sibling, spouse of a sibling, grandparent, spouse of a grandparent or any issue of the foregoing; and
|
6.
|
Right of the Secured Party to Perform. If the Grantor fails to perform any of its affirmative covenants set forth in Article “4” or breaches any of the negative covenants set forth in Article “5” of this Security Agreement, the Secured Party, after five (5) days prior written notice to the Grantor, may, but shall not be obligated to, cure any such failure to perform or to cure any such breach and take any action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security interest therein; and the expenses so incurred in connection therewith shall be payable by the Grantor upon demand, with interest at a rate of two (2.0%) percent. All sums advanced or paid by the Secured Party pursuant to this Article “6” of this Security Agreement shall be reimbursed by the Grantor to the Secured Party on demand, with interest at the lesser of two (2.0%) percent per month or the highest permissible rate then allowable under the law of the State of New York until paid by the Grantor to the Secured Party, and shall be secured as additional Obligations hereunder.
|
7.
|
Default.
|
A.
|
Event of Default. The term “Event of Default” as used herein shall mean the occurrence of any one or more of the following events:
|
(i)
|
The breach by the Grantor of any of the provisions of this Security Agreement;
|
(ii)
|
The filing by the Grantor of a petition in bankruptcy;
|
(iii)
|
The making of an assignment by the Grantor for the benefit of its creditors;
|
(iv)
|
Consent by the Grantor to the appointment of, or possession by, a custodian for itself or for all or substantially all of its property;
|
(v)
|
The filing of a petition in bankruptcy against the Grantor with the consent of the Grantor;
|
(vi)
|
The filing of a petition in bankruptcy against the Grantor without the consent of the Grantor, and the failure to have such petition dismissed within ten (10) days from the date upon which such petition is filed;
|
(vii)
|
Notwithstanding the ten (10) day provision in Subparagraph “(vi”) of this Paragraph “(A)” of this Article “7” of this Security Agreement, on a petition in bankruptcy filed against Grantor, Grantor is adjudicated bankrupt prior to the expiration of ten (10) days; and
|
(viii)
|
The entry by a court of competent jurisdiction of a final non-appealable order, judgment or decree appointing, without the consent of the Grantor, a receiver, trustee or custodian for the Grantor or for all or substantially all of the property or assets of the Grantor.
|
B.
|
Rights and Remedies upon Default. If an Event of Default occurs, the Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party holding a security interest under the UCC. The Secured Party’s rights and remedies, whether pursuant to this Security Agreement, the UCC or any other statute or rule of law conferring rights similar to those conferred by the UCC, shall be cumulative.
|
8.
|
Filings. The Grantor authorizes the Secured Party to execute and file any financing filing statements, including but not limited to a UCC-1, at the Grantor’s expense signed only by the Secured Party as deemed advisable by the Secured Party in the appropriate state or local offices on behalf of the Grantor in connection with this Agreement. The Grantor will do such reasonable acts and things and deliver or cause to be delivered such other papers as the Secured Party may deem necessary to establish, protect or maintain a valid security interest in the Collateral to secure the obligation, including without limitation, delivery of certificates of title with appropriate assignments or notations.
|
9.
|
Collection Costs. The Grantor shall pay or otherwise reimburse to the Secured Party all reasonable fees, costs and expenses actually incurred by the Secured Party in the enforcement, administration or collection pursuant to the terms and conditions of this Security Agreement and agrees to pay interest thereupon at the rate of two (2%) percent per month from the date paid or incurred by the Secured Party until such expenses are actually paid by the Grantor. Such obligation shall be binding upon the Secured Party regardless of whether or not an action has been commenced or is ever commenced.
|
10.
|
Termination of Agreement. This Security Agreement and the security interest created by this Security Agreement shall terminate only when the Grantor has fully satisfied the Obligations, whether at maturity, by acceleration or prepayment, or otherwise. Upon full satisfaction of the Obligations, the Secured Party shall execute and deliver to the Grantor all such instruments and documents as the Grantor shall reasonably request to confirm and evidence such termination.
|
11.
|
Grantor Remains Liable. The Grantor hereby agrees that any and all of the Secured Party’s rights with respect to the Collateral shall continue unimpaired, and the Grantor shall be and remain obligated in accordance with the terms hereof, notwithstanding the release or substitution of any Collateral at any time, or of any rights or interests therein, or the exercise of any remedies by the Secured Party or any delay, extension of time, renewal, compromise or other indulgence granted by the Secured Party with respect to any of the Obligations. The Grantor hereby waives all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence and hereby consents to be bound thereby as fully and effectually as if the Grantor had expressly agreed thereto in advance.
|
12.
|
Secured Party Not Liable. Nothing in this Agreement shall be deemed to constitute an assumption or acceptance by the Secured Party of any of the obligations of the Grantor and the Grantor hereby specifically confirms and acknowledges that, the Grantor remains liable for any obligations it may have under or with respect to any of the Collateral and agrees to indemnify the Secured Party and hold the Secured Party harmless against any such liability or obligation.
|
13.
|
Miscellaneous.
|
A.
|
Headings. The headings contained in this Security Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Security Agreement.
|
B.
|
Enforceability. If any provision which is contained in this Security Agreement should, for any reason, be held to be invalid or unenforceable in any respect under the laws of any State of the United States, such invalidity or unenforceability shall not affect any other provision of this Security Agreement. Instead, this Security Agreement shall be construed as if such invalid or unenforceable provisions had not been contained herein.
|
C.
|
Notices. Any notice or other communication required or permitted hereunder must be in writing and sent by either (i) certified mail, postage prepaid, return receipt requested, (ii) overnight delivery with confirmation of delivery or (iii) facsimile transmission with an original mailed by first class mail, postage prepaid, addressed as follows:
|
If to the Grantor: | US Natural Gas Corp |
1717 Dr. Martin Luther King Jr. St. N | |
St. Petersburg, Florida 33704 | |
Attn: Wayne Anderson, President | |
Fax No.: (727) 824-2881 | |
If to the Secured Party: | Tangiers Investors, LP |
402 W Broadway, Ste. 400 | |
San Diego, California 92101 | |
Attn: Michael Sobeck | |
Fax No.: (619) 566-2011 | |
With a copy to: | Mintz & Fraade, P.C. |
488 Madison Avenue | |
New York, New York 10022 | |
Attn.: Frederick M. Mintz, Esq. | |
Fax No.: (212) 486-0701 |
D.
|
Governing Law. This Security Agreement shall in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. In the event the Secured Party commences legal action to enforce any of the terms of this Security Agreement, the Grantor shall pay all legal fees and costs incurred by the Secured Party with respect to this Security Agreement.
|
E.
|
Assignment. This Security Agreement may not be assigned or transferred by the Grantor.
|
F.
|
Entire Agreement. This Security Agreement and the Convertible Note and the other documents delivered in connection therewith or herewith constitute the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. Each party hereto agrees that, except for the representations and warranties contained in this Agreement, neither the Secured Party nor the Grantor makes any other representations or warranties, and each hereby disclaims any other representations and warranties made by itself or any of its officers, directors, employees, agents, financial and legal advisors or other representatives, with respect to the execution and delivery of this Security Agreement or the transactions contemplated hereby, notwithstanding the delivery or disclosure to the other or the other's representatives of any documentation or other information with respect to any one or more of the foregoing.
|
G.
|
Modification. This Security Agreement may not be amended changed, modified, extended, terminated or discharged orally, but only by an agreement in writing which is signed by both of the parties to this Security Agreement.
|
H.
|
Further Assurances. The parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions which are reasonably required to effectuate this Security Agreement and the intents and purposes hereof.
|
I.
|
Binding Agreement. This Security Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, personal representatives, successors and assigns.
|
J.
|
Non-Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Security Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Security Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this Security Agreement to be performed with knowledge of the breach or failure of a covenant, condition or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver of any other of subsequent breach.
|
K.
|
Construction. Each of the Parties hereby acknowledges and agrees that each has been advised by counsel during the course of negotiations and had significant input in the drafting of this Security Agreement and shall not, therefore, be construed more strictly against any party responsible for its drafting regardless of any presumption or rule requiring construction against the party whose attorney drafted this Security Agreement.
|
L.
|
Counterparts. This Security Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
|
M.
|
Exhibits. All Exhibits annexed or attached to this Security Agreement are incorporated into this Security Agreement by reference thereto and constitute an integral part of this Security Agreement.
|
US Natural Gas Corp | |||
|
By:
|
/s/ | |
Wayne Anderson, President | |||
Tangiers Investors, LP | |||
By: | /s/ | ||
Michael Sobeck, President | |||
2011-TI-001 | May 03, 2011 |
1.
|
TERM. This Warrant is exercisable, in whole or in part, any time (i) commencing six (6) months after the date of this Warrant and (ii) prior to the expiration of five (5) years following the date of this Warrant.
|
2 .
|
METHOD OF EXERCISE; PAYMENT.
|
A.
|
CASH EXERCISE. The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, from time to time at the principal office of the Company, by delivering a completed and duly executed Notice of Exercise (attached hereto as Exhibit “A”) and by the payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which amount may be paid, at the election of the Holder, by wire transfer or check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised, with the Holder having all rights as a record holder including, but not limited to, all voting rights.
|
B.
|
CASHLESS EXERCISE. In lieu of exercising this Warrant by payment of cash in accordance with Paragraph “A” of this Article “2” of this Warrant, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant (accompanied by the election form, attached hereto, duly executed) at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of Shares computed using the following formula:
|
|
Y=
|
The number of Shares purchasable under this Warrant as to which this Warrant is being exercised.
|
|
A=
|
The Current Market Price (as hereinafter defined) of one share of Common Stock.
|
|
B=
|
The Exercise Price (as adjusted to the date of such calculations) per share of Common Stock.
|
C.
|
STOCK CERTIFICATES. In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered to the Holder within three (3) business days after said exercise and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time. If the Company fails to deliver the shares of Common Stock so purchased to the Holder pursuant to this Paragraph “C” of this Article “2” of this Warrant, the Company shall pay the Holder an additional amount of one thousand dollars ($1,000) per calendar day for each late day of delivery. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from the delay in providing an opinion or approval for said sale of securities and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty.
|
3.
|
STOCK FULLY PAID; RESERVATION OF SHARES. All of the Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefore, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges with respect to the issuance thereof. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance sufficient shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.
|
4.
|
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. Subject to the provisions of Article “1” hereof, the number and kind of Shares purchasable upon the exercise of this Warrant and the Exercise Price therefor shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:
|
A.
|
RECLASSIFICATION, CONSOLIDATION OR MERGER. In case of any reclassification of the Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company's stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation as the case may be, shall execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the Shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, sale of all or substantially all of the Company's assets or merger by a holder of an equivalent number of shares of Common Stock. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “A” of this Article “4” of this Warrant. The provisions of this Paragraph “A” of this Article “4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyances.
|
B.
|
STOCK SPLITS, DIVIDENDS AND COMBINATIONS. If the Company shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding shares of Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be.
|
5.
|
ANTIDILUTION.
|
A.
|
If, while this Warrant is outstanding, the Company (i) effects a subdivision of the outstanding Common Stock or (ii) issues any Common Stock by reclassification of its Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock. Any adjustment under this Article “5” shall become effective as of the record date for such event. For purposes of this Article “5”, a stock dividend shall be considered a split.
|
B.
|
All calculations under this Article “5” shall be made to the nearest one-hundredth of a cent or to the nearest one-hundredth of a share, as the case may be.
|
C.
|
In any case in which this Article “5” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment.
|
D.
|
Whenever there shall be an adjustment as provided in this Article “5”, the Company shall within five (5) business days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.
|
6.
|
NOTICES.
|
A.
|
Upon any adjustment of the Exercise Price and any increase or decrease in the number of Shares purchasable upon the exercise of this Warrant in accordance with Article “4” hereof, then, and in each such case, the Company, within five (5) business days thereafter, shall give notice pursuant to Paragraph “C” of Article “13” of this Warrant, which notice shall state the Exercise Price as adjusted and, if applicable, the increased or decreased number of Shares purchasable upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation of each.
|
B.
|
If, while this Warrant is outstanding, Tangiers requests the Company to furnish a current statement of the Company’s number of issued and outstanding shares of common stock, the Company shall arrange to give such a statement to Tangiers pursuant to Paragraph “C” of Article “13” of this Warrant, within two (2) business days after the Company’s receipt of such request from Tangiers. If the Company fails to timely provide such a statement pursuant to this Paragraph “B” of this Article “6” of this Warrant within five (5) business days of the issuance of the Opinion, the Company agrees to pay the Holder an additional amount of five hundred ($500) dollars per day for each day that delivery of said statement is delayed. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from the delay in providing said statement and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty.
|
7.
|
FRACTIONAL SHARES. The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall pay lieu of such fraction an amount in cash equal to the same fraction of the current market price on the date of the exercise of this Warrant.
|
8.
|
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Holder as follows:
|
A.
|
This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms;
|
B.
|
The Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;
|
C.
|
The rights, preferences, privileges and restrictions granted to or imposed upon the Shares and the holders thereof are as set forth in the Company's Certificate of Incorporation, a true and complete copy of which has been delivered to the original Holder of this Warrant; and
|
D.
|
The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company's Certificate of Incorporation or Bylaws, as amended.
|
9.
|
RIGHTS OF STOCKHOLDERS. No holder of this Warrant shall be entitled, as a warrant holder, to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until this Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.
|
10.
|
REGISTRATION.
|
A.
|
If the Company shall at any time seek to register or qualify any of its common stock or the securities holdings of any of its controlling shareholders, on each such occasion it shall, without cost or expense, include all of the Holder’s shares in such registration or qualification. The Company shall keep the registration effective until such time as the Holder has sold its shares or the shares are eligible to be transferred without restriction pursuant to the provisions of Rule 144 which was promulgated by the Securities and Exchange Commission pursuant to §4(1) of the Securities Act of 1933, as amended (“Rule 144”). The Company agrees to provide an opinion of counsel with respect to any sales of the shares by the Holder if such sale is permissible under Rule 144.
|
B.
|
All expenses in connection with preparing and filing any registration statement under Paragraph “A” of this Article “10” of this Warrant shall be borne in full by the Company; provided, however, that the Holder shall pay any and all underwriting commissions and expenses and the fees and expenses of any legal counsel selected by the Holder to represent him with respect to the sale of the Securities.
|
11.
|
OPINIONS. The Company shall, at its cost, provide the appropriate opinion letter to be issued by the Company’s counsel in compliance with the provisions of Rule 144 with respect to the transfer or sale of the Shares, if such transfer or sale is permissible under Rule 144. Furthermore, the Company shall notify its transfer agent that counsel of the selection of the Holder is authorized to issue said opinion letter. If the Company fails to timely provide or approve legal opinion pursuant to this Article “11” of this Warrant within five (5) business days of the issuance of the Opinion, the Company agrees to pay the Holder an additional amount of five hundred dollars ($500) per day for each day that said opinions or approvals are delayed. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from the delay in providing opinions or approvals for said sale(s) of securities and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs and do not constitute a penalty.
|
12.
|
IRREVOCABLE WARRANT. The Company acknowledges and agrees that this Warrant has been duly authorized by all necessary action by its Board of Directors, and has been irrevocably issued. Accordingly, the Company further agrees that it shall not challenge or take any action with respect to the validity of this Warrant on any basis and agrees to reimburse the Holder for all legal fees and costs incurred by the Holder with respect to any challenge to the validity of this Warrant by the Company.
|
13.
|
MISCELLANEOUS.
|
A.
|
Headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant.
|
B.
|
If any provision which is contained in this Warrant should, for any reason, be held to be invalid or unenforceable in any respect under the laws of any jurisdiction, such invalidity or unenforceability shall not affect any other provision of this Warrant and this Warrant shall be construed as if such invalid or unenforceable provision had not been contained herein.
|
C.
|
Any notice or other communication required or permitted hereunder shall be sufficiently given if sent by (i) mail by (a) certified mail, postage prepaid, return receipt requested and (b) first class mail, postage prepaid (ii) overnight delivery with confirmation of delivery or (iii) facsimile transmission with an original mailed by first class mail, postage prepaid, addressed as follows:
|
D.
|
To the Holder: | Tangiers Investors, LP |
402 W Broadway Ste. 400 | |
San Diego, California 92101 | |
Attn: Michael Sobeck | |
Fax No.: (619) 566-2011 | |
With a copy to: | Mintz & Fraade, P.C. |
488 Madison Avenue | |
New York, NY 10022 | |
Attn: Alan P. Fraade, Esq. | |
Fax No.: (212) 486-0701 | |
To the Company: | US Natural Gas Corp |
1717 Dr. Martin Luther King Jr. St. N | |
St. Petersburg, FL 33704 | |
Attn: Wayne Anderson, President | |
Fax No.: (727) 824-2881 | |
(i)
|
If sent by mail, five (5) days after the later of sending by (a) certified mail, postage prepaid, return receipt requested or (b) first class mail.
|
(ii)
|
If sent by overnight delivery, as of the date of delivery with confirmation of delivery.
|
(iii)
|
If sent by facsimile, either: (a) as of the date so sent if a copy thereof is also mailed by first class mail on the date sent by facsimile or (b) if a copy thereof is not mailed by first class mail on the date sent by facsimile, then five (5) days after sending by first class mail.
|
(iv)
|
If delivered by personal delivery, as of the date of delivery.
|
E.
|
This Warrant shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to the principles of conflicts of law. The parties hereby consent to and irrevocably and exclusively submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding, irrevocably waive trial by jury and personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article “13” of this Warrant. In the event the Holder commences legal action to enforce any of the terms of this Warrant, the Company shall pay all legal fees and costs incurred by the Holder with respect to this Warrant.
|
F.
|
The Company shall pay or otherwise reimburse to the Holder all legal fees, costs and expenses incurred by the Holder in any manner in connection with this Warrant, including, but not limited to, any administration, negotiations, disputes, litigation or collection pursuant to the terms and conditions of this Note and agrees to pay interest thereupon at the rate of two percent (2%) per month from the date paid or incurred by the Holder until such expenses are actually paid by the Company. Such obligation shall be binding upon the Company regardless of whether or not any legal action has been commenced or is ever commenced.
|
G.
|
Each of the parties further acknowledges and agrees that (i) each has been advised by counsel during the course of negotiations; (ii) each counsel has had significant input in the development of this Warrant and (iii) this Warrant shall not, therefore, be construed more strictly against any party responsible for its drafting regardless of any presumption or rule requiring construction against the party whose attorney drafted this Warrant.
|
H.
|
This Warrant and all documents and instruments referred to herein (i) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and (ii) are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
|
I.
|
The parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions which are reasonably required to effectuate this Warrant and the intents and purposes hereof.
|
J.
|
This Warrant shall be binding upon and inure to the benefit of the parties hereto and their officers, directors, heirs, executors, administrators, personal representatives, successors and assigns.
|
K.
|
Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Warrant shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Warrant or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this Warrant to be performed with knowledge of the breach or failure of a covenant, condition or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver of any other or subsequent breach.
|
L.
|
This Warrant may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing, which is signed by the Company and the Holder of this Warrant.
|
M.
|
All Exhibits annexed or attached to this Warrant are incorporated into this Warrant by reference thereto and constitute an integral part of this Warrant.
|
N.
|
The provisions of this Warrant shall be deemed separable. Therefore, if any part of this Warrant is rendered void, invalid or unenforceable, such rendering shall not affect the validity or enforceability of the remainder of this Warrant.
|
US Natural Gas Corp | |||
Date
|
By:
|
/s/ | |
Wayne Anderson, President | |||
2011-TI-002 | May 3, 2011 |
|
Y=
|
The number of Shares purchasable under this Warrant as to which this Warrant is being exercised.
|
|
A=
|
The Current Market Price (as hereinafter defined) of one share of Common Stock.
|
|
B=
|
The Exercise Price (as adjusted to the date of such calculations) per share of Common Stock.
|
To the Holder: |
Tangiers Investors, LP
|
With a copy to:
|
Mintz & Fraade, P.C.
|
To the Company:
|
US Natural Gas Corp |
US Natural Gas Corp
|
|||
By:
|
|||
Wayne Anderson, President | |||
Date: May 23, 2011
|
By:
|
/s/ Wayne Anderson
|
|
Wayne Anderson
|
|||
Principal Executive Officer
|
Date: May 23, 2011
|
By:
|
/s/ Chuck Kretchman
|
|
Chuck Kretchman
|
|||
Principal Financial Officer
|
Date: May 23, 2011
|
By:
|
/s/ Wayne Anderson
|
|
Wayne Anderson
|
|||
President
|
|||
Date: May 23, 2011
|
By:
|
/s/ Chuck Kretchman
|
|
Chuck Kretchman
|
|||
Chief Financial Officer
|
|||
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