Exactly what I told you it was a low float under a different ticker symbol back then ,see if I made more than the 1 post , many times thats all i ever do
Here is the post
Post # of 3561
SBPV Security Details
Share Structure
Market Value1 N/A
Shares Outstanding 1,158,000 a/o Nov 05, 2010
Float N/A
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Membership Purchase Agreement and Plan of Reorganization
On February 28, 2011, the Registrant, entered into a Membership Purchase Agreement and Plan of Reorganization (the “Agreement”) with Citadel Explorations, LLC, a California Limited Liability Company (“Citadel”) to acquire one hundred percent (100%) of Citadel’s outstanding membership interest in exchange for Fourteen Million (14,000,000) post forward split shares of the Registrant’s common stock, concurrent with the Closing.
Pursuant to the terms and conditions of the Agreement, the Registrant shall declare a forward split on the basis of twelve (12) shares of common stock to be issued for every one (1) share issued and outstanding . Additionally, the officers and board of directors of the Registrant will resign and appoint Armen Nahabedian, to serve as Chief Executive Officer, President, Secretary, Treasurer, and a Director of the Registrant. Mr. Nahabedian shall serve as a Director of the Registrant until the next annual meeting of stockholders, or until successors have been elected.
Additionally, the Agreement sets forth conditions that the Registrant shall have obtained a cancellation of 7,690,000 post forward split affiliate shares of common stock and issue an additional 400,000 shares of common stock pursuant to a private placement of the Registrant’s shares in exchange for $2.50 per share.
The Agreement with Citadel, upon closing, will provide the Registrant with the ownership of 100% of Citadel, which is involved in the oil and gas operating business .
A copy of the Agreement is filed as Exhibit 10.6 to this Current Report and is incorporated in its entirety herein.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description
2.1
Membership Purchase Agreement and Plan of Reorganization – Dated February 28, 2011
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SUBPRIME
SUBPRIME, represents and warrants to CITADEL that the statements contained in this ARTICLE IV are correct and complete as of the date of this Agreement and, except as provided in Section 8.1, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE IV, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by the Agreement).
4.1
Organization and Qualification. SUBPRIME is a corporation duly organized, validly existing and in good standing under the laws of Nevada. SUBPRIME has all requisite power and authority to own, lease and use its assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. SUBPRIME is duly qualified or licensed to do business in and is in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it makes such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on SUBPRIME or a Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Related Documents or the ability of CITADEL or any of SUBPRIME to perform their obligations under this Agreement or any of the Related Documents.
4.2
Capitalization.
(a)
As of the date hereof, SUBPRIME’s authorized capital stock of 100,000,000 shares of common stock, $0.001 par value, and 10,000,000 shares of preferred stock, $0.001 of which there are 1,158,000 shares of common stock outstanding and no shares of preferred stock outstanding.
8
(b)
Except for the Common Stock, there are no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require SUBPRIME to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests.
(c)
All of the issued and outstanding shares of SUBPRIME Common Stock have been, and all prior issuances of SUBPRIME Common Stock were, issued in compliance with applicable securities laws and all other applicable Legal Requirements.
(d)
The Exchange Shares, when issued in accordance with this Agreement, will have been duly authorized, validly issued and outstanding and will be fully paid and nonassessable.
(e)
As of the Closing, and subsequent to a 12:1 Forward Split of SUBPRIME issued and outstanding shares, and upon cancellation of 7,200,000 post Forward Split affiliate shares, and cancellation of 496,000 post Forward Split Stoecklein Law Group shares, and after the issuance of 14,000,000 post Forward Split Exchange Shares, it is anticipated that there will be 20,200,000 shares of common stock outstanding and no shares of preferred stock outstanding. In addition to the 20,200,000 shares of common stock referenced herein above, SUBPRIME may, as set forth in Section 5.7.1, issue an additional 400,000 shares of common stock of SUBPRIME in exchange for $2.50 per share.
