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FEMO UT 02 X 024 ..EOM
FEMO NEWS AND BOTTOM ?
UP WE GO ?
http://stockcharts.com/def/servlet/SC.web?c=FEMO
FEMO NEWS -- FemOne, Inc.
Com ($0.001)
COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
FemOne, Inc.'s BIOPRO Technology Division Launches Its Whole Food Nutrition Formula - BIOPRODUCE(TM)
CARLSBAD, Calif., June 24, 2005 /PRNewswire-FirstCall via COMTEX/ -- BIOPRO Technology, a division of FemOne, Inc. a publicly held Nevada corporation (OTC Bulletin Board: FEMO) announced the launch of its new whole food nutrition product, BIOPRODUCE(TM).
BIOPRODUCE is a highly concentrated whole food supplement to be taken daily in two formulations, Fruits and Berries, and Vegetables. The formulas are power packed with natural food additives and BIOPRODUCE's unique formulation works synergistically with the body's cells to provide essential nutrients for total well being.
BIOPRODUCE compliments the BIOPRO Technology divisions product line designed to enhance overall health and wellness, and to combat the effects of external stress including the harmful effects of electromagnetic radiation.
Commenting on the new products, FemOne's CEO, Ray W. Grimm, Jr. stated: "We are excited to introduce the BIOPRODUCE products to our customers. They are another outstanding example of BIOPRO's mission of providing a new generation of wellness solutions in a number of different product categories to people around the globe. Not only do our Fruits and Berries and Vegetable capsules include whole-food nutrition formulas that combine over 20 fruits, berries and vegetables, designed to compliment your diet so that your body can get its daily nutrients, they are also exposed to BIOPRO's unique Energy Elevation Process (EEP), designed to maximize product absorption and utilization. BIOPRODUCE is another essential element in BIOPRO helping people to effectively deal with environmental toxins and enhance their overall well being. We have launched this product in the United States initially, and the product will be available in Australia and New Zealand through our subsidiary BIOPRO Australasia in the next three months," Grimm added.
The information contained in this press release should be read in connection with the Company's Annual Report on Form 10-KSB for the year ended December 31, 2004 and our subsequent filings. Included in our Annual Report for the year ended December 31, 2004, is the Report from the Company's Independent Registered Public Accounting Firm and information necessary for an understanding of the Company.
About FemOne, Inc.
FemOne, Inc. (OTC Bulletin Board: FEMO), based in Carlsbad, California is sales and marketing company with distribution in the United States, Canada, Australia and New Zealand. More information about FemOne and its products can be found on the company's web sites at www.femone.com or www.bioprotechnology.com, by e-mail at FEMOIR@femone.com or by calling FemOne Inc. at (760) 448-2498.
Any statements made in this press release which are not historical facts contain certain forward-looking statements, as such term is defined in the Private Litigation Reform Act of 1995, concerning potential developments affecting the business, prospects, financial condition and other aspects of the company to which this release pertains. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of management of the company as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, the company's dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of the company. The company disclaims any obligation to update information contained in any forward-looking statement.
These forward looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievement expressed or implied by such forward looking statements. In some cases, you can identify forward looking statements by terminology such as "may," "will," "should," "could," "intend," "expects," "plan," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements.
SOURCE FemOne, Inc.
CONTACT: Cindi Moore of FemOne Inc., +1-760-448-2498
URL: http://www.prnewswire.com
http://www.femone.com
http://www.bioprotechnology.com
www.prnewswire.com
Copyright (C) 2005 PR Newswire. All rights reserved.
-0-
KEYWORD: California
INDUSTRY KEYWORD: HEA
SPM
HOU
FOD
OTC
SUBJECT CODE: PDT
OTC
AS OF MAY 20, 2005 THERE WERE 21,667,024,425 SHARES OF COMMON
TNOG NEWS..EOM
CYBL== 07 ..EOM
CYBL -- ROLLIN 066..EOM
BLYM SHARES ARE A GIFT
THE CEO SAYS SHARE TRADING AT A " FRACTION " of there value AT 003
AND HE BUYING BACK
AND PPL ARE SELLIN AT 006 AREA?
HAHHAHAH
BTSI ....EOM
BTSI --i still want how many bbls per day there producing!!!
lolol
looks to me there no production yet?
HAHAH,,jokin ..wheeewww...lol..eom
BLYM BIG JUMP LAST 0075.. EOM
few nice big buys on blym ..eom
lolol iut goin back to 01 area..imho
someone needs to tell me production numbers
how many barrles per day
only thing that makes me skeptical is
this 15 millin proven and 33 prob .. said to be worth 2.5 billion
WHAT ARE THE PRODUCTION NUMBERS?
funny there no mention of what type of production is being produced each day..
lolol
anyone else find that weird?
you accuire a storage facility and oil reserves but you leave out how much it producing per day?
is it just me?
i dont think btsi works
how does he come up with 2.5 billion?
15 million proven and 33 million prob doesnt equal 2.5 billion
thats for sure
maybe the storage fac...added in but i still dont see how it worth 2.5 billion
plus nord oil get there 180 million shares AFTER the r/s
help me out
HOW BIG IS THR R/S? ..EOM
LAST COUNT I READ WAS CLOSE TO 340 MILLION O/S
MAN THAT DEAL SOUND TO GOOD TO BE TRUE..
LITTLE LIGHT ON DETAILS...
BLYM 0068 .. HEADIN UP..EOM
YA AND IT NEVER MOVED..LOL..EOM
10 MIN SCALP..$1.35 CENTS..EOM
VOL BUYS COMIN IN ON BLYM ..
I SAY WE READY TO TURN BACK UP
CYBL 058 ..EOM
CYBL NEWS
CYBL -- Cyberlux Corp.
Com ($0.001)
COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
Cyberlux Expands Aeon Sales Channels
Qualified Dealer Network Extends Coast to Coast
RESEARCH TRIANGLE PARK, N.C., June 23, 2005 /PRNewswire-FirstCall via COMTEX/ -- Only six weeks after launching the Aeon product line, Cyberlux Corporation announces an expanding Aeon sales network that connects dealers with customers from coast to coast.
To qualify as an Aeon dealer, industry professionals must meet a range of criteria including their market reach, years in business, annual revenue, customer base and their ability to effectively represent Aeon products with Cyberlux solid-state lighting technology.
"We are excited by the response we've had and the quality of the dealers who want to become Aeon product partners. While we have been actively qualifying dealers for a short period of time, we now have 15 major markets, including San Diego, San Francisco, greater Chicago, Tampa and Toronto, addressed in our dealer network," said Mark Schmidt, COO and president of Cyberlux.
Cyberlux is continuing to qualify dealers across the country to join its Aeon sales network. Eastern, Southern, Western and Midwestern regions of the United States, as well as multiple Canadian markets, have qualified dealers identified to sell and install Aeon products.
"Our goal with the dealer network channel is to have a presence in all of the top 50 housing market in the U.S. and Canada, so that we can to meet the increasing needs of contractors, designers and homeowners who are seeking the long-term light life and heatless benefits of Aeon products," said William Walker, Cyberlux vice-president of sales. "It has been six weeks since our Aeon product launch, and already we are well on the way to meeting that goal."
With the initial dealer network established, customers can contact Cyberlux, either through the Cyberlux call center (1-800-939-CYBL) or the Web site to find dealer locations in their area.
About the Aeon Products
The Aeon task and accent lighting products are made with diodal elements and do not require bulbs. The result is a product that is maintenance-free, cool to the touch with long-lasting energy-efficiency. The Cyberlux Aeon line includes three grades of products: Aeon, Aeon Plus and Aeon Pro.
* Aeon is the basic, easy-to-install, solid-state diode lighting fixture.
* Aeon Plus includes an additional variety of configuration possibilities
to solve a large number of lighting needs.
* Aeon Pro is the top tier of the Aeon line. It includes three light rod
lengths in addition to the configuration choices of the Aeon Plus.
About Cyberlux Corporation
Cyberlux Corporation (OTC Bulletin Board: CYBL) has created breakthrough lighting technology that provides the most energy efficient and cost effective lighting solutions available today. Several products are designed to address emergencies such as power outages or critical security lighting needs. Others bring newly developed heatless light into the home for use in closets, cabinet interiors and under cabinet lighting for kitchen counters. Cyberlux uses solid-state semiconductors, trademarked as its diodal(tm) lighting elements, which consume 92 percent less energy than incandescent elements and perform for over 20 years in contrast to 750 hours for traditional bulbs.
For more information visit http://www.cyberlux.com or call 1-800-939-CYBL.
SOURCE Cyberlux Corporation
CONTACT: Cameron Sheffield for Cyberlux Corporation, +1-919-882-1977
URL: http://www.prnewswire.com
http://www.cyberlux.com
www.prnewswire.com
Copyright (C) 2005 PR Newswire. All rights reserved.
-0-
KEYWORD: North Carolina
INDUSTRY KEYWORD: CST
HOU
blym ..eom
i never seen that news where is it>eom
amtd 6 buck divi? can ya post the news?
thks
AOOR?
been trying to figure out why the voilence...
s-8 stock option for 5 million shares
wonder is that the reason?
Shares of Stock Subject to the Plan . A total of 5,000,000 shares of Stock may be subject to, or issued pursuant to, Options or Stock Awards granted under the terms of this Plan. Any shares subject to an Option or Stock Award under the Plan, which Option or Stock Award for any reason expires or is forfeited terminated, or surrendered unexercised as to such shares, shall be added back to the total number of shares reserved for issuance under the terms of this Plan. If any right to acquire Stock granted under the Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the net shares of Stock issued (the shares of Stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan. The number of shares of Stock subject to the Plan is subject to adjustment as set forth in Section 16 hereof.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment to
Form S-8
REGISTRATION STATEMENT UNDER the SECURITIES ACT OF 1933
Apollo Resources International, Inc.
(Exact name of registrant as specified in its charter)
Utah
0-25873
84-1431425
(State or other
(SEC File Number)
(I.R.S. Employer
jurisdiction of
Identification No.)
incorporation or
organization)
3001 Knox Street, Suite 407, Dallas, Texas 75205
(Address of Principal Executive Offices) (Zip Code)
Apollo Resources International, Inc. Amended 2005 Stock Option and Award Plan
(Full title of Plan)
Dennis McLaughlin
3001 Knox Street, Suite 407, Dallas, Texas 75205
(Name and address of agent for service)
(214) 389-2151
(Telephone number, including area code, of agent for service)
EXPLANATORY NOTE
Effective January 14, 2005, the Board of Directors of the Registrant voted to reduce the number of shares of common stock of the Registrant available for issuance under the Amended 2005 Stock Option and Award Plan. The purpose of this post-effective amendment to the registration statement on Form S-8 is to reduce the number of shares of common stock of the Registrant subject to registration.
Part I Information Required in the Section 10(a) Prospectus
Cross Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of part I of form S-8 and the section 10(a) prospectus which will be delivered to each employee, director or consultant who participates in the stock option and award plan.
Registration Statement Item Numbers and Headings
Prospects Headings
1) Plan Information
Section 10(a) Prospectus
2) Registration Information and Employee Plan Annual Information
Section 10(a) Prospectus
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(1) Form 10-KSB filed April 6, 2004
(2) Form 10-QSB filed May 11, 2004
(3) Form 10-QSB filed August 12, 2004
(4) Form 10-QSB filed November 8, 2004
All documents subsequently filed by Apollo Resources International, Inc. pursuant to Sections 13(a), 13(c), 14 and 15 of the Securities Exchange Act of 1934 prior to the filing of any post effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement from the date of filing such documents.
Item 4. Description of Securities.
The Company is authorized to issue 150,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”). The holders of the Common Stock are entitled to one vote per share on each matter submitted to a vote at any meeting of shareholders. Shares of Common Stock do not carry cumulative voting rights and, therefore, a majority of the shares of outstanding Common Stock will be able to elect the entire board of directors and, if they do so, minority shareholders would not be able to elect any persons to the board of directors. The Company’s articles of incorporation and bylaws provide that a majority of the issued and outstanding shares of the Company shall constitute a quorum for shareholders’ meetings, except with respect to certain matters for which a different percentage quorum is required by statute.
2
Shareholders of the Company have no preemptive rights to acquire additional shares of Common Stock or other securities. The Common Stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Company, the shares of Common Stock are entitled to share equally in corporate assets after satisfaction of all liabilities and payment of any preferences on preferred stock.
Holders of Common Stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends.
The board of directors has the authority to issue the authorized but unissued shares of Common Stock without action by the shareholders. The issuance of such shares would reduce the percentage ownership held by persons purchasing Common Stock in this offering and may dilute the book value of the then existing shareholders.
Registrar and Transfer Agent
The registrar and transfer agent of the Company’s securities is Colonial Stock Transfer, 66 Exchange Place, Salt Lake City, Utah 84111, (801) 355-5740.
Item 5. Interests of Named Experts and Counsel.
Except as otherwise disclosed herein, no other expert or counsel for the Company named in this registration statement as having prepared or certified any part hereof, or as giving an opinion as to the validity of the securities being registered was employed on a contingency basis, or has or is to receive, in connection with the offering, a substantial interest in the Company or its subsidiaries. In addition no such expert or counsel is connected with the Company or its subsidiaries as a promoter, managing underwriter, voting trustee, director, officer, or employee.
Item 6. Indemnification of Directors and Officers.
The following is a brief summary of certain indemnification provisions of the Company’s certificate of incorporation and the Utah Revised Business Corporation Act. This summary is qualified in its entirety by reference to the text thereof.
Part 9, sections 16-10a–901 et. seq. of the Utah Revised Business Corporation Act, as amended (“Part 9”) permits a Utah corporation to indemnify its directors and officers for certain of their acts. More specifically, sections 16-10a-902 and 907 grant authority to any corporation to indemnify directors and officers against any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, by reason of his having been such a corporate director or officer. Such provision is limited to instances where the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, or, in criminal proceedings, he had no reasonable cause to believe his conduct was unlawful. Section 16-10a-903 confers on the director or officer an absolute right to indemnification for expenses, including attorney’s fees, actually and reasonably incurred by him to the extent he is successful on the merits or otherwise defense of any claim,
3
issue , or matter.
Section 16-10a-906 expressly makes indemnification contingent upon a determination that indemnification is proper in the circumstances. Such determination must be made by the board of directors acting through a quorum of disinterested directors, or by the board of directors acting on the advice of independent legal counsel, or by the shareholders. Further, Section 16-10a-906 permits a corporation to pay attorneys’ fees and other litigation expenses on behalf of a director or officer in advance of the final disposition of the action if the above procedure is approved in the same fashion. Such indemnification provisions do not exclude other indemnification rights to which a director or officer may be entitled under the certificate of incorporation, a bylaw, an agreement, a vote of shareholders, or otherwise.
The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the Utah Revised Corporation Act, as amended.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to members of the board of directors, officers, employees, or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibits.
Copies of the following documents are included as exhibits to this registration statement pursuant to Item 601 of Regulation S-K.
Exhibit
No.
SEC
Reference
No.
Description
Location
4.01
4
Apollo Resources International, Inc.
Amended 2005 Stock Option and Award Plan
This Filing
5.01
5
Letter opinion, including consent of Roger A. Crabb, Esq. regarding legality of common stock to be issued pursuant the Plan
(1)
23.01
23
Consent of Roger A. Crabb, Esq.
(1)
23.02
23
Consent of Chisholm, Bierwolf & Nilson
(1)
(1) All of the above Exhibits were filed as part of the Registrant’s registration statement on Form S-8 filed on February 11, 2005 and are incorporated herein by reference.
4
Item 9. Undertakings.
The undersigned Registrant will:
(1) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement, to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
The undersigned registrant undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on form S-8 and has duly caused this post-effective amendment to the registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, state of Texas, this 14th day of April 2005.
Apollo Resources International, Inc.
By
/s/ Dennis McLaughlin
Dennis McLaughlin, CEO
In accordance with the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement on Form S-8 was signed below by the following persons in the capacities and on the dates stated.
Signature
Title
Date
/s/Dennis McLaughlin
Dennis McLaughlin, Director
April 14, 2005
/s/Kit Chambers
Kit Chambers, Director
April 14, 2005
/s/J. Mark Ariail
J. Mark Ariail, Director
April 14, 2005
6
Exhibit 4.01
APOLLO RESOURCES INTERNATIONAL, INC.
FIRST AMENDED 2005 STOCK OPTION AND AWARD PLAN
APOLLO RESOURCES INTERNATIONAL, INC. (formerly Powerball International, Inc.), a Utah corporation (the “Company”), hereby adopts this First Amended 2005 Stock Option and Award Plan (the “Plan”), effective as of the 14th day of April 2005, under which options to acquire stock of the Company or bonus stock may be granted from time to time to employees, including of officers and directors of the Company and/or its subsidiaries. In addition, at the discretion of the board of directors or other administrator of this Plan, options to acquire stock of the Company or bonus stock may from time to time be granted under this Plan to other individuals who contribute to the success of the Company or its subsidiaries but who are not employees of the Company, all on the terms and conditions set forth herein.
1. Purpose of the Plan . The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers and employees capable of assisting in the future success of the Company, and rewarding those individuals who have contributed to the success of the Company. It is designed to aid the Company in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Company, to use their best efforts to promote the success of the Company’s business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the Company to reward those individuals who are not employees of the Company but who are perceived by management as having contributed to the success of the Company or who are important to the continued business and operations of the Company. The above aims will be effectuated through the granting of options (“Options”) to purchase shares of common stock of the Company, par value $0.001 per share (the “Stock”), or the granting of awards of bonus stock (“Stock Awards”), all subject to the terms and conditions of this Plan. It is intended that the Options issued pursuant to this Plan include, when designated as such at the time of grant, options which qualify as Incentive Stock Options (“Incentive Options”) within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or any amendment or successor provision of like tenor. If the Company has a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), it is intended that Options or Stock Awards granted pursuant to this Plan qualify for the exemption provided for in Rule 16b-3 (“Rule 16b-3”) promulgated under the Exchange Act or any amendment or successor rule of like tenor when granted in accordance with the provisions of such rule.
2. Shareholder Approval . The Plan shall become effective immediately on adoption by the board of directors of the Company (the “Board”) and awards under the Plan can be made at that time or at any subsequent time. The Plan shall be submitted to the Company’s shareholders in the manner set forth below:
(a) Within twelve months after the Plan has been adopted by the Board, the Plan shall be submitted for approval by those shareholders of the Company who are entitled to vote on such matters at a duly held shareholders’ meeting or approved by the unanimous written consent of the holders of the issued and outstanding Stock of the Company. If the Plan is presented at a shareholders’ meeting, it shall be approved by the affirmative vote of the holders of a majority of the issued and outstanding Stock in attendance, in person or by proxy, at such meeting. Notwithstanding the foregoing, the Plan may be approved by the shareholders in any other manner not inconsistent with the Company’s articles of incorporation and bylaws, the applicable provisions of state corporate laws, and the applicable provisions of the Code and regulations adopted thereunder.
(b) In the event the Plan is so approved, the secretary of the Company shall, as soon as practicable following the date of final approval, prepare and attach to this Plan certified copies of all relevant resolutions adopted by the shareholders and the Board.
(c) Failure to obtain shareholder approval on or before the date that is twelve months subsequent to the adoption of this Plan by the Board shall not affect awards previously granted under the Plan; provided that, none of the Options issued under this Plan will qualify as Incentive Options.
1
3. Administration of the Plan . Administration of the Plan shall be determined by the Board. Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of the Plan or specific administrative duties with respect to the Plan, on such terms and to such committees of the Board as it deems proper. Any Option or Stock Award approved by the Board shall be approved by a majority vote of those members of the Board in attendance at a meeting at which a quorum is present. Any Option or Stock Award approved by a committee designated by the Board shall be approved as specified by the Board at the time of delegation. The interpretation and construction of the terms of the Plan by the Board or a duly authorized committee shall be final and binding on all participants in the Plan absent a showing of demonstrable error. No member of the Board or duly authorized committee shall be liable for any action taken or determination made in good faith with respect to the Plan.
The Board’s or duly authorized committee’s determination under the Plan (including without limitation determinations of the persons to receive Options or Stock Awards, the form, amount, and timing of such Options or Stock Awards, the terms and provisions of such Options or Stock Awards, and the agreements evidencing same) need not be uniform and may be made by the Board or duly authorized committee selectively among persons who receive, or are eligible to receive, Options or Stock Awards under the Plan, whether or not such persons are similarly situated.
4. Shares of Stock Subject to the Plan . A total of 5,000,000 shares of Stock may be subject to, or issued pursuant to, Options or Stock Awards granted under the terms of this Plan. Any shares subject to an Option or Stock Award under the Plan, which Option or Stock Award for any reason expires or is forfeited terminated, or surrendered unexercised as to such shares, shall be added back to the total number of shares reserved for issuance under the terms of this Plan. If any right to acquire Stock granted under the Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the net shares of Stock issued (the shares of Stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan. The number of shares of Stock subject to the Plan is subject to adjustment as set forth in Section 16 hereof.
5. Reservation of Stock on Granting of Option . At the time of granting any Option under the terms of this Plan, there will be reserved for issuance on the exercise of the Option the number of shares of Stock of the Company subject to such Option. The Company may reserve either authorized but unissued shares or issued shares that have been reacquired by the Company.
6. Eligibility . Options or Stock Awards under the Plan may be granted to employees, including officers and directors, of the Company or its subsidiaries, as may be existing from time to time, and to other individuals who are not employees of the Company as may be deemed in the best interest of the Company by the Board or a duly authorized committee. Such Options or Stock Awards shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Board or a duly authorized committee at the time of grant, all as may be within the general provisions of this Plan.
7. Term of Options and Certain Limitations on Right to Exercise .
(a) Each Option shall have the term established by the Board or duly authorized committee at the time the Option is granted but in no event may an Option have a term in excess of five years.
(b) The term of the Option, once it is granted, may be reduced only as provided for in this Plan or under the written provisions of the Option.
2
(c) Unless otherwise specifically provided by the written provisions of the Option, no holder or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to an Option unless and until the holder exercises his or her right to acquire all or a portion of the Stock subject to the Option and delivers the required consideration to the Company in accordance with the terms of this Plan and the Option and then only to the extent of the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of the Option, no adjustment to the exercise price or the number of shares of Stock subject to the Option shall be made for dividends or other rights for which the record date is prior to the date the Stock subject to the Option is acquired by the holder.
(d) Options under the Plan shall vest and become exercisable at such time or times and on such terms as the Board or a duly authorized committee may determine at the time of the grant of the Option.
(e) Options granted under the Plan shall contain such other provisions, including, without limitation, further restrictions on the vesting and exercise of the Option, as the Board or a duly authorized committee shall deem advisable.
(f) In no event may an Option be exercised after the expiration of its term.
(g) Unless otherwise specifically provided by the written provisions of an Option granted pursuant to this Plan, upon receipt of:
(i) any request that the exercise of the Option or the resale of any shares of Stock issued or to be issued on exercise of such Option will be registered under the Securities Act; or
(ii) any notice of exercise of such Option pursuant to its terms, in lieu of any obligation to effect any registration with respect to the Options or shares of Common Stock issuable on such Option or in lieu of delivering shares of Common Stock on the exercise of the Option;
the Company may, within five business days of receipt of such request to register or notice of exercise, purchase, in whole or in part, such Options from the Optionee at an amount in cash equal to the difference between the then current fair market value (as defined below) of the Common Stock on the day of such repurchase and the exercise price in effect on such day.
In order to exercise such right, the Company must provide written notice to the optionee at least five days prior to the date that the Company proposes to repurchase such Options. For purposes of this section. the fair market value of the Common Stock shall be determined by the Board or a duly authorized committee based on the closing price for the Stock as quoted on a registered national securities exchange or, if not listed on a national exchange, the Nasdaq Stock Market (“Nasdaq”), on the trading day immediately preceding the date that the Company’s provides notice of its intent to repurchase the Options, or, if not listed on such an exchange or included on Nasdaq, the closing price for the Stock as determined by the Board or a duly authorized committee through any other reliable means of determination available on the close of business on the trading day last preceding the date of providing the notice.
8. Exercise Price . The exercise price of each Option issued under the Plan shall be determined by the Board or a duly authorized committee on the date of grant.
3
9. Payment of Exercise Price . The exercise of any Option shall be contingent on receipt by the Company of cash, certified bank check to its order, or other consideration acceptable to the Company; provided that, at the discretion of the Board or a duly authorized committee, the written provisions of the Option may provide that payment can be made in whole or in part in shares of Stock of the Company that have been owned by the optionee for more than six months or by the surrender of Options to acquire Stock from the Company that have been held for more than six months, which Stock or Options shall be valued at their then fair market value as determined by the Board or a duly authorized committee. Any consideration approved by the Board or a duly authorized committee that calls for the payment of the exercise price over a period of more than one year shall provide for interest, which shall not be included as part of the exercise price, that is equal to or exceeds the imputed interest provided for in section 483 of the Code or any amendment or successor section of like tenor.
10. Withholding . If the grant of a Stock Award or the grant or exercise of an Option pursuant to this Plan, or any other event in connection with any such grant or exercise, creates an obligation to withhold income and employment taxes pursuant to the Code or applicable state or local laws, such obligation may, at the discretion of the Board or a duly authorized committee at the time of the grant of the Option or Stock Award and to the extent permitted by the terms of the Option or Stock Award and the then governing provisions of the Code and the Exchange Act, be satisfied (i) by the holder of the Option or Stock Award delivering to the Company an amount of cash equal to such withholding obligation; (ii) by the Company withholding from any compensation or other amount owing to the holder of the Option or Stock Award the amount (in cash, Stock, or other property as the Company may determine) of the withholding obligation; (iii) by the Company withholding shares of Stock subject to the Option or Stock Award with a fair market value equal to such obligation; or (iv) by the holder of the Option or Stock Award either delivering shares of Stock that have been owned by the holder for more than six months or canceling Options or other rights to acquire Stock from the Company that have been held for more than six months with a fair market value equal to such requirements. In all events, delivery of shares of Stock issuable on exercise of the Option or on grant of the Stock Award shall be conditioned upon and subject to the satisfaction or making provision for the satisfaction of the withholding obligation of the Company resulting from the grant or exercise of the Option, grant of the Stock Award, or any other event. The Company shall be further authorized to take such other action as may be necessary, in the opinion of the Company, to satisfy all obligations for the payment of such taxes.
11. Incentive Options - Additional Provisions . In addition to the other restrictions and provisions of this Plan, any Option granted hereunder that is intended to be an Incentive Option shall meet the following further requirements:
(a) The exercise price of an Incentive Option shall not be less than the fair market value of the Stock on the date of grant of the Incentive Option as determined by the Board or a duly authorized committee based on the closing price for the Stock as quoted on a registered national securities exchange or, if not listed on a national exchange or Nasdaq, over the five-day trading period immediately prior to the date of grant of such Incentive Option, or, if not listed on such an exchange or included on Nasdaq, the closing price for the Stock as determined by the Board or a duly authorized committee through any other reliable means of determination available on the close of business on the trading day last preceding the date of grant of such Incentive Option and permitted by the applicable provisions of the Code.
(b) No Incentive Option may be granted under the Plan to any individual that owns (either of record or beneficially) Stock possessing more than 10% of the combined voting power of the Company or any parent or subsidiary corporation unless both the exercise price is at least 110% of the fair market value of the Stock on the date the Option is granted and the Incentive Option by its terms is not exercisable more than five years after the date it is granted.
(c) Incentive Options may be granted only to employees of the Company or its subsidiaries and only in connection with that employee’s employment by the Company or the subsidiary. Notwithstanding the above, directors and other individuals who have contributed to the success of the Company or its subsidiaries may be granted Incentive Options under the Plan, subject to, and to the extent permitted by, applicable provisions of the Code and regulations promulgated thereunder, as they may be amended from time to time.
4
(d) The aggregate fair market value (determined as of the date the Incentive Option is granted) of the shares of Stock with respect to which Incentive Options are exercisable for the first time by any individual during any calendar year under the Plan (and all other plans of the Company and its subsidiaries) may not exceed $100,000.
(e) No Incentive Option shall be transferable other than by will or the laws of descent and distribution and shall be exercisable, during the lifetime of the optionee, only by the optionee to whom the Incentive Option is granted.
(f) No individual acquiring shares of Stock pursuant to any Incentive Option granted under this Plan shall sell, transfer, or otherwise convey the Stock until after the date that is both two years after the date the Incentive Option was granted and one year after the date the Stock was acquired pursuant to the exercise of the Incentive Option. If any individual makes a disqualifying disposition, he or she shall notify the Company within 30 days of such transaction.
(g) No Incentive Option may be exercised unless the holder was, within three months of such exercise, and had been since the date the Incentive Option was granted, an eligible employee of the Company as specified in the applicable provisions of the Code, unless the employment was terminated as a result of the death or disability (as defined in the Code and the regulations promulgated thereunder as they may be amended from time to time) of the employee or the employee dies within three months of the termination. In the event of termination as a result of disability, the holder shall have a one year period following termination in which to exercise the Incentive Option. In the event of death of the holder, the Incentive Option must be exercised within six months after the issuance of letters testamentary or administration or the appointment of an administrator, executor, or personal representative, but not later than one year after the date of termination of employment. An authorized absence or leave approved by the Board or a duly authorized committee for a period of 90 days or less shall not be considered an interruption of employment for any purpose under the Plan.
(h) All Incentive Options shall be deemed to contain such other limitations and restrictions as are necessary to conform the Incentive Option to the requirements for “incentive stock options” as defined in section 422 of the Code, or any amendment or successor statute of like tenor.
All of the foregoing restrictions and limitations are based on the governing provisions of the Code as of the date of adoption of this Plan. If at any time the Code is amended to permit the qualification of an Option as an incentive stock option without one or more of the foregoing restrictions or limitations or the terms of such restrictions or limitations are modified, the Board or a duly authorized committee may grant Incentive Options, and may modify outstanding Incentive Options in accordance with such changes, all to the extent that such action by the Board or duly authorized committee does not disqualify the Options from treatment as incentive stock options under the provisions of the Code as may be amended from time to time.
12. Awards to Directors and Officers . To the extent the Company has a class of securities registered under the Exchange Act, Options or Stock Awards granted under the Plan to directors and officers (as used in Rule 16b-3 promulgated under the Exchange Act or any amendment or successor rule of like tenor) intended to qualify for the exemption from section 16(b) of the Exchange Act provided in Rule 16b-3 shall, in addition to being subject to the other restrictions and limitations set forth in this Plan, be made as follows:
(a) A transaction whereby there is a grant of an Option or Stock Award pursuant to this Plan must satisfy one of the following:
(i) The transaction must be approved by the Board or a duly authorized committee composed solely of two or more non-employee directors of the Company (as defined in Rule 16b-3);
5
(ii) The transaction must be approved or ratified, in compliance with section 14 of the Exchange Act, by either: the affirmative vote of the holders of a majority of the securities of the Company present or represented and entitled to vote at a meeting of the shareholders of the Company held in accordance with the applicable laws of the state of incorporation of the Company; or, if allowed by applicable state law, the written consent of the holders of a majority, or such greater percentage as may be required by applicable laws of the state of incorporation of the Company, of the securities of the Company entitled to vote. If the transaction is ratified by the shareholders, such ratification must occur no later than the date of the next annual meeting of shareholders; or
(iii) The Stock acquired must be held by the officer or director for a period of six months subsequent to the date of the grant; provided that, if the transaction involves a derivative security (as defined in section 16 of the Exchange Act), this condition shall be satisfied if at least six months elapse from the date of acquisition of the derivative security to the date of disposition of the derivative security (other than on exercise or conversion) or its underlying equity security.
(b) Any transaction involving the disposition to the Company of its securities in connection with Options or Stock Awards granted pursuant to this Plan shall:
(i) be approved by the Board or a duly authorized committee composed solely of two or more non-employee directors; or
(ii) be approved or ratified, in compliance with section 14 of the Exchange Act, by either: the affirmative vote of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the state of incorporation of the Company or, if allowed by applicable state law, the written consent of the holders of a majority, or such greater percentage as may be required by applicable laws of the state of incorporation of the Company, of the securities of the Company entitled to vote; provided that, such ratification occurs no later than the date of the next annual meeting of shareholders.
All of the foregoing restrictions and limitations are based on the governing provisions of the Exchange Act and the rules and regulations promulgated thereunder as of the date of adoption of this Plan. If at any time the governing provisions are amended to permit an Option to be granted or exercised or Stock Award to be granted pursuant to Rule 16b-3 or any amendment or successor rule of like tenor without one or more of the foregoing restrictions or limitations, or the terms of such restrictions or limitations are modified, the Board or a duly authorized committee may award Options or Stock Awards to directors and of dicers, and may modify outstanding Options or Stock Awards, in accordance with such changes, all to the extent that such action by the Board or a duly authorized committee does not disqualify the Options or Stock Awards from exemption under the provisions of Rule 16b-3 or any amendment or successor rule of similar tenor.
13. Stock Awards. The Board or a duly authorized committee may grant Stock Awards to individuals eligible to participate in this Plan, in the amount, and subject to the provisions determined by the Board or a duly authorized committee. The Board or a duly authorized committee shall notify in writing each person selected to receive a Stock Award hereunder as soon as practicable after he or she has been so selected and shall inform such person of the number of shares he or she is entitled to receive, the approximate date on which such shares will be issued, and the Forfeiture Restrictions applicable to such shares. (For purposes hereof, the term “Forfeiture Restrictions” shall mean any prohibitions against sale or other transfer of shares of Stock granted under the Plan and the obligation of the holder to forfeit his or her ownership of or right to such shares and to surrender such shares to the Company on the occurrence of certain conditions.) The Board or a duly authorized committee may, at its discretion, require the payment in cash to the Company by the award recipient of the par value of the Stock. The shares of Stock issued pursuant to a Stock Award shall not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of during such period or periods of time which the Board or a duly authorized committee shall establish at the time of the grant of the Stock Award. If a Stock Award is made to an employee of the Company or its subsidiaries, the employee shall be obligated for no consideration other than the amount, if any, of the par value paid in cash for such shares, to forfeit and surrender such shares as he or shall have received under the Plan which are then subject to
6
Forfeiture Restrictions to the Company if he or she is no longer an employee of the Company or its subsidiaries for any reason; provided that, in the event of termination of the employee’s employment by reason of death or total and permanent disability, the Board or duly authorized committee, in its sole discretion, may cancel the Forfeiture Restrictions. Certificates representing shares subject to Forfeiture Restrictions shall be appropriately legend as determined by the Board or a duly authorized committee to reflect the Forfeiture Restrictions, and the Forfeiture Restrictions shall be binding on any transferee of the shares.
14. Assignment . At the time of grant of an Option or Stock Award, the Board or duly authorized Committee, in its sole discretion, may impose restrictions on the transferability of such Option or Stock Award and provide that such Option shall not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code and that, except as permitted by the foregoing, such Options or Stock Awards, granted under the Plan and the rights and privileges thereby conferred shall not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment, or similar process. On any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the Option or Stock Award, or of any right or privilege conferred thereby, contrary to the provisions thereof, or on the levy of any attachment or similar process on such rights and privileges, the Option or Stock Award and such rights and privileges shall immediately become null and void.
15. Additional Terms and Provisions of Awards . The Board or duly authorized committee shall have the right to impose additional limitations on individual awards under the Plan. For example, and without limiting the authority of the Board or a duly authorized committee, an individual award may be conditioned on continued employment for a specified period or may be voided based on the award holder’s gross negligence in the performance of his or her duties, substantial failure to meet written standards established by the Company for the performance of his or her duties, criminal misconduct, or willful or gross misconduct in the performance of his or her duties. In addition, the Board or a duly authorized committee may establish additional rights in the holders of individual awards at the time of grant. For example, and without limiting the authority of the Board or a duly authorized committee, an individual award may include the right to immediate payment of the value inherent in the award on the occurrence of certain events such as a change in control of the Company, all on the terms and conditions set forth in the award at the time of grant. The Board or a duly authorized committee may. at the time of the grant of the Option or Stock Award, establish any other terms, restrictions, or provisions on the exercise of an Option or the holding of Stock subject to the Stock Award as it deems appropriate. All such terms, restrictions, and provisions must be set forth in writing at the time of grant in order to be effective.
16. Dilution or Other Adjustment . In the event that the number of shares of Stock of the Company from time to time issued and outstanding is increased pursuant to a stock split or a stock dividend, the number of shares of Stock then covered by each outstanding Option granted hereunder shall be increased proportionately, with no increase in the total purchase price of the shares then so covered, and the number of shares of Stock subject to the Plan shall be increased by the same proportion. Shares awarded under the terms of a Stock Award shall be entitled to the same rights as other issued and outstanding shares of Stock, whether or not then subject to Forfeiture Restrictions, although any additional shares of Stock issued to the holder of a Stock Award shall be subject to the same Forfeiture Restrictions as the Stock Award. In the event that the number of shares of Stock of the Company from time to time issued and outstanding is reduced by a combination or consolidation of shares, the number of shares of Stock then covered by each outstanding Option granted hereunder shall be reduced proportionately, with no reduction in the total purchase price of the shares then so covered, and the number of shares of Stock subject to the Plan shall be reduced by the same proportion. Shares awarded under a Stock Award shall be treated as other issued and outstanding shares of Stock, whether or not then subject to Forfeiture Restrictions. In the event that the Company should transfer assets to another corporation and distribute the stock of such other corporation without the surrender of Stock of the Company, and if such distribution is not taxable as a dividend and no gain or loss is recognized by reason of section 355 of the Code or any amendment or successor statute of like tenor, then the total purchase price of the Stock then covered by each outstanding Option shall be reduced by an amount that bears the same ratio to the total purchase price then in effect as the market value of the stock distributed in respect of a share of the Stock of the Company, immediately following the distribution, bears to the aggregate of the market value at such time of a share of the Stock of the Company plus the stock distributed in respect thereof. Shares issued under a Stock Award shall be treated as issued and outstanding whether or not subject to Forfeiture Restrictions, although any stock of the other corporation to be distributed with respect to the shares awarded under the Stock Award shall be subject to the Forfeiture Restrictions
7
then applicable to such shares and may be held by the Company or otherwise subject to restrictions on transfer until the expiration of the Forfeiture Restrictions. In the event that the Company distributes the stock of a subsidiary to its shareholders, makes a distribution of a major portion of its assets, or otherwise distributes a significant portion of the value of its issued and outstanding Stock to its shareholders, the number of shares then subject to each outstanding Option and the Plan, or the exercise price of each outstanding Option, may be adjusted in the reasonable discretion of the Board or a duly authorized committee. Shares awarded under a Stock Award shall be treated as issued and outstanding, whether or not subject to Forfeiture Restrictions, although any Stock, assets, or other rights distributed shall be subject to the Forfeiture Restrictions governing the shares awarded under the Stock Award and, at the discretion of the Board or a duly authorized committee, may be held by the Company or otherwise subject to restrictions on transfer by the Company until the expiration of such Forfeiture Restrictions. All such adjustments shall be made by the Board or duly authorized committee, whose determination upon the same, absent demonstrable error, shall be final and binding on all participants under the Plan. No fractional shares shall be issued, and any fractional shares resulting from the computations pursuant to this section shall be eliminated from the respective Option or Stock Award. No adjustment shall be made for cash dividends, for the issuance of additional shares of Stock for consideration approved by the Board, or for the issuance to stockholders of rights to subscribe for additional Stock or other securities.
17. Options or Stock Awards to Foreign Nationals . The Board or a duly authorized committee may, in order to fulfill the purposes of this Plan and without amending the Plan, grant Options or Stock Awards to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Options or Stock Awards made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to provide such individuals with essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan.
18. Listing and Registration of Shares . Unless otherwise expressly provided on the granting of an award under this Plan, the Company shall have no obligation to register any securities issued pursuant to this Plan or issuable on the exercise of Options granted hereunder. Each award shall be subject to the requirement that if at any time the Board or a duly authorized committee shall determine, in its sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such award or the issuance or purchase of shares thereunder, such award may not be made or exercised in whole or in part unless and until such listing. registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board or a duly authorized committee.
19. Expiration and Termination of the Plan . The Plan may be abandoned or terminated at any time by the Board or a duly authorized committee except with respect to any Options or Stock Awards then outstanding under the Plan. The Plan shall otherwise terminate on the earlier of the date that is: (i) ten years after the date the Plan is adopted by the Board; or (ii) ten years after the date the Plan is approved by the shareholders of the Company.
20. Form of Awards . Awards granted under the Plan shall be represented by a written agreement which shall be executed by the Company and which shall contain such terms and conditions as may be determined by the Board or a duly authorized committee and permitted under the terms of this Plan. Option agreements evidencing Incentive Options shall contain such terms and conditions, among others, as may be necessary in the opinion of the Board or a duly authorized committee to qualify them as incentive stock options under section 422 of the Code or any amendment or successor statute of like tenor.
21. No Right of Employment . Nothing contained in this Plan or any Option or Stock Award shall be construed as conferring on a director, officer, or employee any right to continue or remain as a director, officer, or employee of the Company or its subsidiaries.
8
22. Leaves of Absence . The Board or duly authorized committee shall be entitled to make such rules, regulations, and determinations as the Board or duly authorized committee deems appropriate under the Plan in respect of any leave of absence taken by the recipient of any Option or Stock Award. Without limiting the generality of the foregoing, the Board or duly authorized committee shall be entitled to determine (a) whether or not any such leave of absence shall constitute a termination of employment within the meaning of the Plan, and (b) the impact, if any, of any such leave of absence on any Option or Stock Award under the Plan theretofore made to any recipient who takes such leave of absence.
23. Amendment of the Plan . The Board or a duly authorized committee may modify and amend the Plan in any respect; provided, however, that to the extent such amendment or modification would cause the Plan to no longer comply with the applicable provisions of the Code with respect to Incentive Options, such amendment or modification shall also be approved by the shareholders of the Company. Subject to the foregoing and, if the Company is subject to the provisions of 16(b) of the Exchange Act, the limitations of Rule 16b-3 promulgated under the Exchange Act or any amendment or successor rule of like tenor, the Plan shall be deemed to be automatically amended as is necessary (i) with respect to the issuance of Incentive Options, to maintain the Plan in compliance with the provisions of section 422 of the Code, and regulations promulgated thereunder from time to time, or any amendment or successor statute thereto, and (ii) with respect to Options or Stock Awards granted to officers and directors of the Company, to maintain the awards made under the Plan in compliance with the provisions of Rule 16b-3 promulgated under the Exchange Act or any amendment or successor rule of like tenor.
DATE: April 14, 2005
ATTEST:
By:
/s/ Christopher Chambers
Christopher Chambers, Secretary
9
SECRETARY’S CERTIFICATE
The undersigned, the duly constituted and elected secretary of APOLLO RESOURCES INTERNATIONAL, INC., hereby certifies that a duly constituted meeting of the shareholders held on April 14, 2005, pursuant to notice and at which a quorum was present in accordance with the requirements of law and the Company’s articles of incorporation and bylaws, the foregoing APOLLO RESOURCES INTERNATIONAL, INC. 2005 Stock Option and Award Plan was approved by the affirmative vote of the holders of a majority of the shares of Common Stock in attendance, in person or by proxy, at such meeting.
DATED this 14th day of April, 2005.
By
/s/ Christopher Chambers
Christopher Chambers, Secretary
that AOOR is one rank bull..eom
U.S. crude oil inventories dropped again in the most recent week, according to government statistics released Wednesday. The draw down added to declines posted in the previous 2 weeks.
The Department of Energy's Energy Information Administration revealed that crude oil inventories dropped by 1.6 million barrels for the week ended June 17, falling to 327.4 million barrels from the 329.0 million barrels recorded in the previous week. Oil inventories are now 8% higher than their levels of the same time last year.
Meanwhile, gasoline inventories posted a week-over-week advance of 200,000 barrels. Stocks of distillate fuel oil rose by 1.3 million barrels.
AND DONT FORGET NIGERIA
21/06/2005
Nigeria: Tribal leader tells oil workers to leave delta area
Tensions in the oil-rich swamps of southern Nigeria continued to boil yesterday, despite the earlier release of several kidnapped oil workers, after a tribal leader said more trouble could lie ahead.
Joseph Evah, coordinator of Ijaw Monitoring Group, one of the largest ethnic groups in the area warned of dire consequences unless all foreign oil workers in the Niger Delta leave and dismissed reports the military was sending helicopters to keep the calm.
"Deployment of helicopters means nothing to us because the sound of guns is like music to us," he told reporters in an interview. On Saturday, militants demanding $20 million from Royal Dutch/Shell or local communities released six kidnapped Nigerian and German oil workers working for a contractor for Shell's Nigerian operations after government mediation.
Unrest is endemic to the region where poverty, corruption and militancy flourish despite years of oil production. "We have called on all embassies in Nigeria to call on their nationals to leave the Niger Delta," Evah said.
The threat comes after the breakdown of a national dialogue on how to allocate Nigeria's oil riches. The four oil-producing states want a greater share of the billions of dollars in oil revenue.
They are demanding at least half of the total oil revenue, up from the current 13%, and more than the 17% offered by the National Political Reform Conference as a compromise. Evah said no oil worker would be allowed to operate in the region while the struggle for resource control rages. "We don't kidnap oil workers, we arrest them because they are criminals," said Evah. "We want to control resources, and if we don't control the resources, there will be trouble in the Niger Delta," he said.
Nigeria produces some 2.4 million barrels a day of oil, making it the world's seventh largest oil exporter and the fifth biggest source of US oil imports.
OIL RUNNIN BACK TO 60 SUPRISE?? NOWAY
2200 HR GMT TIME 922,000 BBLS COME OFF THE MARKET!!!
21/06/2005
Norway: Oil Union threatens strike over pensions
The Norwegian trade union for managers and supervisors yesterday said it would start a 1 million barrel a day oil strike later today, Tuesday if a resolution over pensions isn't reached with the Norwegian Oil Industry Association by then.
The Lederne union said negotiations began yesterday over pensions, shift pay and older-employee benefits, but little headway had been made. "There's been no solution so far, they've just exchanged point of views," Deputy leader Tor Haehre told reporters.
Union head Jan Olav Brekke said if no progress is made in the talks, the organization's 541 members working for Statoil ASA would take industrial action at 2200 GMT Tuesday.
Statoil-operated platforms on the Gullfaks, Statfjord, Heidrunn, Kristin, Kvitebjeorn, Norne, Sleipner, Troll, Veslefrikk, Aasgard, Snorre and Visund fields would be hit. Haehre said the union hadn't yet decided whether a gradual escalation or full-blown strike would start Tuesday night.
Historically, the government has intervened, forcing arbitration and an end to industrial action when substantial volumes of oil and gas output were threatened. Norway is the third-largest crude exporter in the world, shipping out around three million barrels a day.
Inger Pettersen, head of the work and environment department at the Labour and Social Affairs Ministry, said the government was, following the development closely, but has no part in the deliberations.
The Oil Industry Association, or OLF, said the strike would cut around 920,000 b/d and up to 210 million cubic meters of gas a day. At 1358 GMT, front month Brent crude contracts on the International Petroleum Exchange in London were trading up 35 cents at $58.10/bbl.
OLF chief negotiator Jan Hodneland suggested negotiations are probably going to be difficult, especially over pensions. "It's difficult to negotiate lower pensions when you have all the new reforms taking place," he said, referring to government pensions reforms proposals, which include the pushing up of the retirement age.
any get in on-- ctty?eom
hlniv : How nice would some good celebrity endorsement news be for BLYM?
i got another one i been doin dd on " equestrian " celbs
not sayin this is her... but she does shop at billy martins..
http://www.cbsnews.com/stories/2004/10/07/earlyshow/leisure/celebspot/main648076.shtml
CHRISTIE BRINKLEY:
People might be surprised to find that Brinkley is a champion cutting horse rider. Cutting horses are those that are used to herd cattle. Brinkley became interested in the sport in the early '90s and even put together her own cutting horse show. Rappaport says the sport is dangerous, but Brinkley feels no fear when she is riding. However, Rappaport adds, "She's not doing that much anymore since the birth of her children."
hnliv --blym
tuesday
maybe we count down to 6 5 4 3 2
http://teacher.scholastic.com/dirtrep/friction/img/shuttle.gif
then and on wedsday
http://shemesh.larc.nasa.gov/images/shuttle-flame.gif
lauch this bad boy some where just west of pluto... lol ----"crooss" our fingers
but im prepared to leave tommrow .. no problem here...lol
yes sir i agree drop it while it's hot
1...they stopped filing 15-12g
2. voted for a 1000 to 1 r/s
This information statement (the "Information Statement") is furnished to the shareholders of Altrimega Health Corporation, a Nevada corporation (the "Company"), with respect to certain corporate actions of the Company. This Information Statement is first being provided to shareholders on or about April 22, 2005.
The corporate actions involve the following three (3) proposals (individually, a "Proposal" and, collectively, the "Proposals"):
1. Amendment of the Company's Articles of Incorporation to change the name of the Company to Top Gun Sports & Entertainment, Inc.;
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
2. Authorize a 1-for-1000 reverse stock split for the Company's outstanding common stock, par value $0.001 per share; and
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
3. Election of three (3) directors of the Company.
now ill give ya one thing this deal didnt go thru
Altrimega Health Corporation d/b/a Creative Holdings & Marketing Corporation (the "Company") has terminated the Share Exchange Agreement (the "Share Exchange Agreement"), dated December 17, 2004, by and between the Company and Top Gun Sports & Entertainment, Inc. ("Top Gun"), on May 9, 2005 based upon the terms of the Share Exchange Agreement, including Paragraph 1.09. The Board of Directors of the Company has determined that the necessary approval of certain aspects of the transaction as contemplated by the Share Exchange Agreement was not made in a timely manner and prior to the closing date as set forth in the Share Exchange Agreement.
BUT ANY DAY WEEK HOUR IT COULD ... ALL IM SAYIN IS
49,139,950 shares who is READY OR PREPARED TO R/S 1000 TO 1
lolol
yes trade it, dont love it..
dont get caught with the hot potato
i just dont need to see another needless burn of ppls bank accts
dont love this one
i could show you some thing that would scare the living day light outta ya
you seem vwmg today?
i think you wanna read up here.. just a freidly word of advise..
canceled for now... how long? your playin with a time bomb..
friendly heads up
lol
wait bb arent we supposed to buy high ,sell low ?
lololololol
hahaha
10 , 9 , 8 , 7
count down has commenced
dont miss the ride
http://stockcharts.com/def/servlet/SC.web?c=blym
what i thought too
they filed a s- 8 not long ago for 10 million shares..
would make it about right