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Re: 4on4off post# 39744

Sunday, 07/19/2015 10:39:10 PM

Sunday, July 19, 2015 10:39:10 PM

Post# of 44483
Agreed 4on4off,

Also, IMO, it is nice the way IXEL is structured, that the three companies can work on closing deals under the IXEL name, bringing in their own suppliers, funders, and exit buyers, and any deal closed with any of the three companies under the IXEL name, the profits are split evenly between all three companyes at 1/3 each.

Quoted from the post:

JV006 Amendment

JV006 is an incorporated collaboration between XOM, Idria Group of Companies (IDRIA) and Onken International Limited (ONKEN). JV006 incorporated IDRIA XUN ENTERPRISES LIMITED (IXEL) as a Hong Kong corporation on November 6, 2014 with XOM having a 50% interest, Mr. Pascal P. Mahvi having a 25% interest and Onken having a 25% interest. As we previously discussed on the Xun Forum, the chief objectives of JV006 are as follows:

To collaborate the efforts of the counterparties to finance the purchase of the high quality petroleum products and to market the high quality petroleum products to the EXIT BUYERS.


Profits will be shared net of financing and common costs on a transaction by transaction basis.


XOM will administer 100% of IXEL.


On January 3, 2015, JV006 executed the Financing and Profit Sharing Agreement (F&PSA) effective December 17, 2014. The intent was for all three parties to actively participate in IXEL with each party bringing in suppliers, funding and exit buyers whereby IXEL would take title to the product and sell the product with the net profits distributed to the three shareholders on an equal basis, 33.33% each. Since XOM is administering IXEL, it passed the tests for accounting purposes to be consolidated in the books of the parent company, Xun Energy, Inc. (XNRG). The F&PSA allowed each party (Transacting Party) to flow through their own order (Transaction) without having to share their profits with the other parties. Each Transaction flowing through IXEL using IXEL’s name required majority, 75%, of IXEL board approval. This procedure caused administrative bottlenecks and exposed IXEL to book liabilities in its records that are liabilities of the Transacting Party. On a consolidation basis, XNRG would be reporting liabilities that it is not liable for with any benefit to XNRG. This came to light in June, when the auditors were working on the November 30, 2014 quarterly reports, on a Transaction that is outside of IXEL that IXEL is signatory to the liability even though the transacting parties indemnified IXEL and XOM.

The shareholders of IXEL have reviewed the F&PSA and are amending F&PSA as follows:

F&PSA changed to LICENSING AND OPERATING AGREEMENT (L&OA) effective December 17, 2014.


Each shareholder agrees to brand “IDRIA XUN ENTERPRISES LIMITED” or “IDRIA XUN ENTERPRISES” (collectively “IXE”) under license.


A license will be granted to the shareholder upon the shareholder indemnifying IXEL and non participating shareholders of any liabilities and losses.


Each licensed shareholder is entitled to buy, finance, take title and market the high quality petroleum products individually under the trade name of IXE.


Each licensed shareholder and its affiliates will have licensing rights to use IXE as a trade name as long as they are a shareholder of IXEL.


Each licensed shareholder will manage and carry the cost of their own transaction.


Each shareholder agrees that IXEL shall be managed as a flow through corporation with no liabilities, no assets and no profits.


IXEL, as a corporation, may purchase and sell high quality petroleum products subject to IXEL board approval of 3 of the 4 board members.


A licensed IXEL shareholder does not require board approval to use IXE in purchasing and selling high quality petroleum products.


The shareholders of IXEL believe that the amended operating agreement will allow each licensed shareholder to transact at their own speed and not be impeded by the requirement to have the IXEL board assemble and approve each transaction. Time is of the essence on spot orders and XOM does not wish to lose an opportunity due to seeking or awaiting IXEL board approval.

The amended operating agreement benefits XNRG as liabilities of other parties or transactions that do not earn XNRG revenue, will not be recorded in the books of XNRG, thus providing for accurate financial statements. With the amended operating agreement, IXEL should not meet the tests of being controlled by XNRG and therefore should not be included in the consolidated financial statements of XNRG. This will save time and money on quarterly reviews and yearly audits.

DISCLAIMER: SUBJECT TO SAFE HARBOR CLAUSE.

We thank you for your interest, support and faith in the Company.

Respectfully,

Xun Energy, Inc.

Jerry G. Mikolajczyk
President and CEO

Safe Harbor

The statements contained in this post may not be historical fact, are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” "projects" or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The Company wishes to caution the reader that its forward-looking statements that are historical facts are only predictions. No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented with numerical specificity, these projections and other forward-looking statements are based upon a variety of assumptions relating to the business of the Company, which, although considered reasonable by the Company, may not be realized. Because of the number and range of assumptions underlying the Company’s forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report. These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information. Therefore, the actual experience of the Company and the results achieved during the period covered by any particular forward-looking statements may differ substantially from those projected. Consequently, the inclusion of forward-looking statements should not be regarded as a representation by the Company or any other person that these estimates and projections will be realized. The Company’s actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate. There is no guarantee that the Company will close on the financing or close on the acquisition of the producing oil and gas leases.



IMO

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