Question #1:Realizing that, while no assumptions of success and profitability of any transactions can ever be made, would you be able to provide a table detailing the various commodity transactions that XNRG is currently considering or have already engaged in to some degree?
Response to Question #1:There are several orders in play. These orders are broken down into two categories, (a) reselling products after purchase and (b) facilitating either the purchase or the sale of products. Due to confidentiality agreements with the parties, the Company is restricted from disclosing the parties or the pricing of the orders. The orders are in various stages of closing and depending on shipping distances and times or location of product, a closing could happen quickly or could take over 30 days from the Proof Of Financing (POF).
DISCLAIMER: THESE ORDERS ARE FLUID IN NATURE AND HAVE MANY VARIABLES THAT MAY REQUIRE REWORKING DURING THE PERIOD OF NEGOTIATION IN OR TO REACH A MUTUALLY BENEFICIAL TRANSACTION. ANY DISRUPTION IN THE PROCESS MAY CAUSE THE ORDER TO BE DELAYED OR CANCELLED, AS WE HAVE ENCOUNTERED NUMEROUS TIMES SINCE THE BOARD ACTUATED XOM. A TYPICAL ORDER FROM START TO CLOSE MAY TAKE FROM A COUPLE OF WEEKS TO SEVERAL WEEKS FOR A SUCCESSFUL CLOSE. EACH ORDER WHERE A BUYER OR SELLER IS NEW TO XOM MAY REQUIRE MANY HOURS TO BE CONSUMED IN DUE DILIGENCE, AS DUE DILIGENCE INVOLVES INTERNATIONAL COMMUNICATIONS, TRANSLATIONS, AND VETTING OF MANY DOCUMENTS. ONCE PARTIES TO AN ORDER REACH A PRELIMINARY CONSENSUS, MANY MORE HOURS ARE NEEDED TO DRAFT AND CIRCULATE DOCUMENTS BEFORE FINAL AGREEMENTS ARE READY FOR SIGNATORY AND NOTARIZATION.
Below are transactions that XOM have in process as of April 17, 2016:
Question #2:Given the challenges of sourcing and selling Nigerian Crude Oil, are there any current discussions or details that you can provide regarding Petroleum Based Physical Commodity Trade Potential in either Russia or Iran?
Response to Question #2:We are not in any discussions with Russia or Iran at the current time. Our resources are limited and we are staying focused on the transactions we have on hand.
Your post made reference to Idria Energy. We at this current time do not have any physical commodity transactions in play that involves Idria Energy.
THERE CAN BE NO ASSURANCE THAT THE COMPANY WILL CLOSE ON ANY PHYSICAL COMMODITY TRADE. EVEN IF THE COMPANY WAS SUCCESSFUL IN CLOSING ON A PHYSICAL COMMODITY TRADE, THERE CAN BE NO ASSURANCE THAT THE PHYSICAL COMMODITY TRADE WILL BE PROFITABLE OR THAT THE COMPANY WILL BE ABLE TO GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY.
DISCLAIMER: SUBJECT TO SAFE HARBOR CLAUSE.
We thank you for your support and faith in the Company and its management.
Respectfully,
XUN ENERGY, INC. Jerry G. Mikolajczyk President and CEO
#2 Posted : about 4 hours ago
Question #1:As a shareholder of XNRG, I would like to find out the state of my investment. Is bankruptcy looming?
Response to Question #1: We refer you to Note 6 of the NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) of the August 31, 2014 10-Q filed with the SEC on October 20, 2014, link:
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has continued net losses from inception (December 20, 2007) to August 31, 2014. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management is planning to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be successful in these efforts. There is no guarantee that the Company will be successful generating profits from its oil and gas operations. There is no guarantee that the Company will be able to drawdown on the $15 Million Reserve Equity Financing Agreement with AGS Capital Group, LLC, refer to NOTE 21: FINANCING AGREEMENTS for additional detail.
The going concern note applies to our status at the current time.
Question #2: Are you looking at other options to generate revenue since the launch of XOM has been very unsuccessful and the one well has been shut off?
Response to Question #2: The Company is focused on the Physical Commodity Division. Refer to Post #2 posted on the Xun Forum on April 18, 2016 for the latest update, link:
Other business opportunities have been presented to or reviewed by the Company, which after careful review, the Company is not pursuing as the opportunities may or is not in the best interest for its shareholders. This is an ongoing action item by the Company.
Question #3 and 4:What is happening with 3a10 exemptions? Are these companies able to go back after the company since the trading environment has halted?
Response to Question #3 and 4: We refer you to the PART II. OTHER INFORMATION, ITEM 1, LEGAL PROCEEDINGS of the August 31, 2014 10-Q filed with the SEC on October 20, 2014, link:
PART II. OTHER INFORMATION, ITEM 1. LEGAL PROCEEDINGS.
On September 5, 2014, a complaint (the “Complaint”) was filed against the Company in the Superior Court of Connecticut, Judicial District of Danbury (the “Court”) by Equity Capital Ventures, Inc. (“ECVI”) for the Company’s failure to pay $1,834,935 in debt obligations (the “Debt”) which ECVI had acquired from 11 persons (the “Debt Assignors”) through the execution of Debt Claim Purchase Agreements. The Debt Assignors consist of creditors of the Company including insiders of the Company that voluntarily assigned all or a portion of their receivable from the Company to ECVI subject to approval of a court. By a Stipulation between the Company and ECVI, the Company has agreed to settle the Debt in reliance on the 3(a)10 exemption from the Securities Act of 1933’s registration requirements pending a fairness hearing before the Court. The Stipulation, if approved by court order, provides for the issuance of shares of the Company’s common stock to ECVI (the “3(a)(10) Stock Issuance”) for resale by ECVI, resulting in sale proceeds to ECVI of approximately $2,038,818. ECVI shall retain $203,883 of the sale proceeds and shall transfer and deliver the $1,834,935 balance to the Debt Assignors.
Should this action be approved by the Court, there will be dilution to the Company’s stockholders. There are no assurances that the Court will approve the Stipulation and the 3(a)10 Stock Issuance. Further, there are no assurances that should the Court approve the 3(a)10 Stock Issuance that there will be a market for the common stock that will be issued to the ECVI.
Subsequent to August 31, 2014 10-Q filed with the SEC on October 20, 2014, on November 17, 2014 the Superior Court of Connecticut, Judicial District of Danbury (the “Court”) entered an Order for Approval of Stipulation for Settlement of Claims (the “Order”) in the matter titled Equity Capital Ventures, Inc. (“ECVI”) v. Xun Energy, Inc. (the “Company”). The Order relates to the Stipulation of the parties dated October 2, 2014 (the “Stipulation”) which the Court found to be fair, equitable and reasonable. The Stipulation resulted from the September 5, 2014 complaint filed by ECVI against the Company with respect to the Company’s failure to pay $1,834,935 in debt obligations (the “Debt”) which ECVI had acquired from 11 creditors of the Company (the “Debt Assignors”) pursuant to the execution of Debt Claim Purchase Agreements. The Debt Assignors, which included insiders of the Company, had voluntarily assigned all or a part of their respective receivables due from the Company to ECVI subject to Court approval.
Pursuant to the Stipulation, the Company is required to issue shares of the Company’s common stock (the “Shares”) to ECVI in an amount which will result in ECVI’s receipt of approximately $2,038,818 in net sales proceeds, $203,883 of which amount will be retained by ECVI and $1,834,935 of which amount will be transferred by ECVI to the Debt Assignors. The number of Shares to be issued to and sold by ECVI pursuant to the Stipulation cannot be determined at this time. The Stipulation gives the Company the right, at its option, to set a reasonable floor price before the beginning of each trading day, representing the minimum price at which ECVI may sell Shares during that day. In the event a floor price has not been provided for a trading day, the most recently provided floor price will apply to that trading day. The Shares will be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, and will be freely tradable by ECVI upon issuance. At no time will Shares be issued to ECVI in an amount which will result in ECVI owning more than 9.99% of the Company’s issued and outstanding shares and as such, the Shares to be issued to ECVI are expected to be issued in tranches. The Company is required to provide its transfer agent with an opinion authorizing and instructing the initial issuance of Shares to ECVI on or prior to November 24, 2014.
The Stipulation also contains a restrictive covenant which restricts the Company and its affiliates, during the period in which ECVI holds any Shares, without the prior written consent of ECVI, from voting any shares of the Company owned or controlled by them (unless voting in favor of a proposal approved by a majority of the Company’s Board of Directors), or seeking to influence others to vote, in favor of (i) certain extraordinary corporate transactions involving the Company or any of its subsidiaries (such as mergers, reorganization or liquidation); (ii) the sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iii) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Company; (v) any other material change in the Company’s business or corporate structure; (vi) a change in the Company's charter, bylaws or instruments corresponding thereto; (vii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (viii) causing a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; (ix) terminating the Company’s transfer agent (x) taking any action which would impede the purposes and objects of the Stipulation; or (xi) taking any action, intention, plan or arrangement similar to any of those enumerated above.
As a result of the Order and Stipulation, a total of $1,834,935 in accounts payable and accrued expenses will be satisfied through the issuance and sale of the Shares as provided above. The Debt will come off the Company’s balance sheet and will significantly improve the liquidity of the Company.
On December 17, 2014 the Company issued 791,000,000 shares pursuant to the Superior Court of Connecticut, Judicial District of Danbury Order for Approval of Stipulation for Settlement of Claims dated November 17, 2014. The issuance of the common stock was exempt from registration under Section 3(a)(10) of the Securities Act.
As of April 18, 2016, ECVI has not sold any of the Shares it received and there are no actions by any of the Debt Assignors, ECVI or the Company party to the Order and Stipulation.
Question #5:Is Xnrg a daily focus for the team or has the team found other jobs to support their families causing XNRG to be a side project.
Response to Question #5:We refer you to the CONFLICTS OF INTEREST note of Part I, Item 1. Business, of the May 31, 2014 10-K filed with the SEC on September 12, 2014, link:
Management is not required to commit their full time to our affairs and, accordingly, such persons may have conflicts of interest in allocating management time among various business activities. Our affiliates, officers, and directors may engage in other business activities similar and dissimilar to those we are engaged in. To the extent that management engages in such other activities, they will have possible conflicts of interest in diverting opportunities to other companies, entities, or persons with which they are or may be associated or have an interest, rather than diverting such opportunities to us. As no policy has been established for the resolution of such a conflict, we could be adversely affected should management choose to place their other business interests before ours. No assurance can be given that such potential conflicts of interest will not cause us to lose potential opportunities. Management may become aware of investment and business opportunities, which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Management may have conflicts of interest in determining which entity a particular business opportunity should be presented. Accordingly, as a result of multiple business affiliations, management may have similar legal obligations relating to presenting certain business opportunities to multiple entities. In addition, conflicts of interest may arise in connection with evaluations of a particular business opportunity by the board of directors with respect to the foregoing criteria. There can be no assurances that any of the foregoing conflicts will be resolved in our favor. We may consider Business Combinations with entities owned or controlled by persons other than those persons described above. There can be no assurances that any of the foregoing conflicts will be resolved in our favor.
and to Note 7 of the NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) of the August 31, 2014 10-Q filed with the SEC on October 20, 2014, link:
The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
Question #6: How long before the company is forced to delist?
Response to Question #6: The Company does not respond to legal matters on the Xun Forum.
DISCLAIMER: SUBJECT TO SAFE HARBOR CLAUSE.
We thank you for your support and faith in the Company and its management.
Respectfully,
XUN ENERGY, INC. Jerry G. Mikolajczyk President and CEO
THANK YOU JERRY FOR TAKING THE TIME TO ANSWER A SHAREHOLDER'S QUESTION.
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