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yo ctb, once a nimmer always a nimmer, lol. so, what's going on? i've been too busy with work and other projects.... and trading in and out of other stocks. at least i'm into some stock action elsewhere.
he doesn't! eom
contractor ~ ditto. ps, you have mail :)
scraft, it's the wait period. here check this out:
http://www.sec.gov/investor/pubs/rule144.htm
good morning all. agreed as i'm out too and i'm in tide at .30. i'll member mark you guys and catch elsewhere on the board or here later on. good to all as well.
history/link with terax and truestar:
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
Each of our directors is elected by stockholders to a term of one year and
serves until his or her successor is elected and qualified. Each of our officers
is elected by the board of directors to a term of one year and serves until his
or her successor is duly elected and qualified, or until he is removed from
office. The board of directors has no nominating, compensation or audit
committees. We do not have an "audit committee financial expert" as defined in
Item 401(e) of Regulation S-B. Our Board of Directors believes that attracting
and retaining board members that could be classified as an "audit committee
financial expert" is unlikely due to the high cost of such Director candidates.
The names, addresses, ages and positions of our present officers and directors
are set forth below:
Full Name and Address Age Positions Date Appointed Director
Chief Executive Officer
J. William Rhea, IV 52 and May 27, 2005
c/o 9600 Great Hills Trail Director
Suite 150W, Austin
Texas 78759
Vice-President,
Bill Chester 56 Business March 22, 2005
c/o 9600 Great Hills Trail Development, Chief
Financial Officer,
Suite 150W, Austin Secretary
Texas 78759 and Director
The persons named above have held their offices/positions since the date of
appointment and are expected to hold their offices/positions until the next
annual general meeting of our stockholders.
Background of Officers and Directors
J. William Rhea, IV, our Chief Executive Officer, has over 30 years of business
and petroleum engineering experience in all phases of the upstream exploration
and production sector of the oil and gas industry, both domestically and
internationally on four continents. Mr. Rhea has been a petroleum engineering
consultant to the industry for many years and has served in senior management
and chief executive roles in several independent oil and gas companies. Most
recently, Mr. Rhea was the President and Chief Operating Officer of Truestar
Petroleum Corp. (formerly Trinity Plumas Capital Corp.), a TSX Venture Exchange
listed gas exploration and production company with assets in North and Central
America. He was formerly President and Chief Executive Officer of APP
Production, Inc., which acquired various oil and gas producing properties
totaling US$85 Million over a several-year period. Mr. Rhea is also deeply
versed in exploration and has recently served as President and Chief Operating
Officer of BF Production, Inc., which acquired exploration licenses for
high-risk, high-potential exploration prospects in South Australia. Mr. Rhea
additionally served as President and Chief Executive Officer of LAE Energy,
Inc., a London, England based exploration venture that invested US$100 Million
in Lower 48 States exploration opportunities. He also served as Managing Partner
of TexStar Partners and TexStar North America, Inc., an independent oil and gas
company engaged in exploration ventures, producing property acquisitions, and
secondary recovery operations. Mr. Rhea earned a B.S. in Mechanical Engineering
with Honors from the University of Texas at Austin and worked toward an MBA from
the University of Texas, Permian Basin.
24
--------------------------------------------------------------------------------
Bill Chester, our Vice-President, Business Development, Chief Financial Officer
and Secretary, has over 25 years experience in the oil and gas, banking and real
estate industries. Since 2000, Mr. Chester has been an independent consultant
providing services to the oil and gas and real estate industries. From 1998 to
2000 Mr. Chester was Vice-President of Strategy One Solutions, a 3D seismic
services company and from 1985 to 1997 Mr. Chester was President of Crestar
Investments, an oil and gas exploration company. Mr. Chester received a Bachelor
of Science Degree in 1971 from Lamar University and a Masters Degree form
Stephen F. Austin State University in 1977.
Conflicts of Interest
We believe that all of our directors and officers may be subject to conflicts of
interest. The conflicts of interest arise from their relationships in other
mining companies and agreements with us.
ITEM 10. EXECUTIVE COMPENSATION
Compensation of Directors
Our directors have not been compensated for their services and there are no
plans to compensate them in the near future until such time as we generate
sufficient revenue to do so.
Executive Compensation - Summary Compensation Table
The following table sets forth information with respect to the total
compensation paid or accrued by us for the six month period ended June 30, 2005
and the three years ended December 31, 2004 on behalf of each of our named
executive officers.
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION LONG TERM COMPENSATION
Awards Payouts
Name and Other Restricted Securities All
Principal
Position Year Salary Bonus annual stock underlying LTIP payouts other
($) ($) compensation award(s) options/SARs ($) compen -
($) ($) (#) sation ($)
J. William 2005(2) $93,454 $ - $ - Nil Nil Nil $ -
Rhea IV
(1)
Chief
Executive
Officer
Bill 2005(2) $7,500 $ - $ - Nil Nil Nil $ -
Chester(3)
President
Joseph 2005(2) Nil
Wilson(4)
President 2004 Nil Nil Nil Nil Nil Nil Nil
2003 Nil
(1) Appointed Chief Executive Officer May 27, 2005.
(2) Six Month Period Ended June 30, 2005.
(3) Appointed President March 22, 2005. Resigned as President May 27, 2005.
(4) Resigned as President March 22, 2005.
During the six month period ended June 30, 2005, we paid Mr. Rhea $93,454.
During the six month
25
--------------------------------------------------------------------------------
period ended June 30, 2005, we paid Mr. Chester $7,500.
During the years ended December 31, 2004 and 2003, we did not pay any
compensation to our named executive officers.
Employment Agreements with Executive Officers
We have entered into employment agreements with our officers or directors as
follows:
• On May 27, 2005 we entered into an Executive Employment Agreement with
J. William Rhea, IV pursuant to which we agreed to employ Mr. Rhea as
our Chief Executive Officer for a term of two years ending May 31, 2007.
The Executive Employment Agreement was effective June 1, 2005. We also
agreed to appoint Mr. Rhea to our board of directors. We have agreed to
pay to Mr. Rhea a base salary of $275,000 per year during the term of
his agreement. In addition, we have agreed to consider Mr. Rhea for an
annual bonus (to be determined by our board of directors) of up to an
additional $82,500 (to be paid in cash or common stock at Mr. Rhea's
election).
• On June 7, 2005 we entered into an Employment Agreement with Bill
Chester pursuant to which we agreed to employ Mr. Chester as our Vice
President (Business Development) for a term of one year ending May 31,
2006. The Employment Agreement was effective June 1, 2005. We have
agreed to pay to Mr. Chester a base salary of $90,000 per year during
the term of his agreement. In addition, we have agreed to consider Mr.
Chester for an annual bonus (to be determined by our board of
directors).
Compensation Committee
We do not have a formal Compensation Committee. Our Board of Directors will
perform the functions of a Compensation Committee. Due to the lack of revenues
and our development stage status, we deemed a Compensation Committee to not be
necessary at this time.
Benefit Plans
We do not have a long-term incentive plan nor do we have a defined benefit,
pension plan, profit sharing or other retirement plan.
Code of Ethics
We have adopted a Code of Ethics and Business Conduct for Officers, Directors
and Employees, that applies to all of our officers, directors and employees. The
Code of Ethics is filed as an exhibit to this Report on Form 10-KSB.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as at August 12, 2005, the total number of
shares owned beneficially by the present owners of 5% or more of our total
outstanding shares. Unless otherwise stated, the stockholders listed below have
direct ownership of their shares and possess sole voting and dispositive power
with respect to their shares:
26
--------------------------------------------------------------------------------
The persons named below may be deemed to be a parent and promoter of our company
within the meaning of such terms under the Securities Act, as amended, by virtue
of his/its direct and indirect stock holdings. Mr. Rhea is the only promoter of
our company.
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
Common Stock J. William Rhea, IV 5,000,000 Common Shares 9.86%
c/o 9600 Great Hills
Trail Direct
Suite 150W, Austin
Texas 78759
The following table sets forth, as at August 12, 2005, the total number of
shares owned beneficially by each of our directors, officers and key employees,
individually and as a group. Unless otherwise stated, the stockholders listed
below have direct ownership of their shares and possess sole voting and
dispositive power with respect to their shares:
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership
Common Stock J. William Rhea, IV 5,000,000 Common Shares 9.86%
c/o 9600 Great Hills
Trail Direct
Suite 150W, Austin
Texas 78759
Common Stock Bill Chester 500,000 Common Shares 0.99%
c/o 9600 Great Hills
Trail Direct
Suite 150W, Austin
Texas 78759
Common Stock All Officers and 5,500,000 Common Shares 10.84%
Directors, as a
group
Except as otherwise noted, it is believed that all persons have full voting and
investment power with respect to the shares indicated. Under the rules of the
Securities and Exchange Commission, a person (or group of persons) is deemed to
be a beneficial owner of a security if he or she, directly or indirectly, has or
shares the power to vote or to direct the voting of such security, or the power
to dispose of or to direct the disposition of such security. Accordingly, more
than one person may be deemed to be a beneficial owner of the same security. A
person is also deemed to be a beneficial owner of any security, which that
person has the right to acquire within 60 days, such as options or warrants to
purchase our Common Stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as disclosed below, none of the following parties has in the last two
fiscal years had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
• Any of our directors or officers;
• Any person proposed as a nominee for election as a director;
• Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our outstanding
shares of common stock;
• Any of our promoters; or
• Any relative or spouse of any of the foregoing persons who has the same
house as such person.
27
--------------------------------------------------------------------------------
On June 1, 2005, we acquired all of the issued and outstanding securities of
Erath Energy Inc. from Holywell Technological Investments Ltd. and First Finance
Limited. Bill Chester, one of our directors, was also a director of Erath Energy
Inc. The particulars of this transaction are described under the heading
"Description of Business", above.
ITEM 13. EXHIBITS
Exhibit No. Document Description
3.1(1) Articles of Incorporation
3.1.1(2) Certificate of Change
3.1.2 (3) Certificate of Name Change
3.1.3 (4) Certificate of Change
3.1.4 Certificate of Correction
3.2 (1) Bylaws
4.1 (5) Specimen Stock Certificate
4.2 (5) Specimen Warrant Certificated dated August 8, 2005.
10.1(1) Separation and Distribution Agreement dated October 18, 2001, between
Desert Health Products, Inc. and Royal Phoenix
10.2 (1) License, Manufacture and Distribution Agreement
10.3 (1) Addendum to Separation and Distribution Agreement
10.4 (6) Stock Purchase Agreement dated May 31, 2005 between Terax Energy,
Inc., Holywell Technological Investments Ltd. and First Finance
Limited.
10.5 (5) Executive Employment Agreement between Terax Energy, Inc. and J.
William Rhea, IV dated May 27, 2005.
10.6 (5) Executive Employment Agreement between Terax Energy, Inc. and Bill
Chester dated June 7, 2005.
10.7 (6) Management Group Stock Pool Agreement between Terax Energy, Inc., J.
William Rhea, IV and Bill Chester dated for reference June 7, 2005.
10.8 (5) Form of Subscription Agreement dated for reference June 13, 2005.
21.1 (5) Subsidiaries of Terax Energy, Inc.
31.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14 and Rule 15d-14(a), Promulgated under
the Securities and Exchange Act of 1934, as Amended.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (Chief
Executive Officer and Chief Financial Officer)
99.1 (5) Code of Ethics and Business Conduct of Officers, Directors and
Employees.
(1) Incorporated by reference to same exhibit filed with the Company's Form
SB-2 filed with the SEC on October 26, 2001, SEC File No, 333-72230.
(2) Incorporated by reference to same exhibit filed with the Company's Form
8-K filed with the SEC on October 22, 2004, SEC File No, 333-72230.
(3) Incorporated by reference to same exhibit filed with the Company's Form
8-K filed with the SEC on March 28, 2005, SEC File No, 333-72230.
(4) Incorporated by reference to same exhibit filed with the Company's Form
8-K filed with the SEC on June 9, 2005, SEC File No, 333-72230.
(5) Incorporated by reference to same exhibit filed with the Company's Form
10-KSB filed with the SEC on August 19, 2005, SEC File No. 333-72230
(6) Incorporated by reference to same exhibit filed with the Company's Form
8-K filed with the SEC on June 2, 2005, SEC File No, 333-72230.
28
--------------------------------------------------------------------------------
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The Company's board of directors reviews and approves audit and permissible
non-audit services performed by Malone & Bailey, PC, as well as the fees charged
by Malone & Bailey, PC for such services. In its review of non-audit service
fees and its appointment of Malone & Bailey, PC as the Company's independent
accountants, the board of directors considered whether the provision of such
services is compatible with maintaining Malone & Bailey, PC 's independence. All
of the services provided and fees charged by Malone & Bailey, PC in 2005 were
pre-approved by the board of directors.
Audit Fees
The aggregate fees billed for professional services rendered by Malone & Bailey,
PC for the audit of our financial statements for the six month period ended June
30, 2005 are $5,000, and the aggregate feels billed by our predecessor auditors
Beckstead and Watts for the year ended June 30, 2004 were $4,250.
Audit-Related, Tax and Other Fees
There were no other fees billed by Malone & Bailey, PC or Beckstead and Watts
for 2005 or 2004.
29
--------------------------------------------------------------------------------
tpc going up too...
Symbol Last Trade $ Change % Change Volume Exchange*
TPC 0.125 +0.015 +13.64 46,500 V
25 Jul 2007 15:12 ET
Info TSX Venture is a comprehensive database of information on TSX Venture issuers, including:
News Releases, Bulletins, Company Summary, Security Summary, Daily Trading Summary, Financings, Directors and Management
News | Company Snapshot | Price History
Charts
Today | 1 mo. | 3 mo. | 6 mo. | 1 yr. | 2 yr. |
3 yr.(w) | 5 yr.(w) | 5 yr.(m)
Last Trade Last Trade: 25 Jul 2007 15:12 ET
Price 0.125 Net
Change +0.015
Last
Bid Size 40 Volume 46,500
Last
Bid Price 0.120 Open 0.115
Last
Ask Price 0.125 High 0.125
Last
Ask Size 38 Low 0.115
http://www.tsx.com/HttpController?GetPage=QuotesLookupPage&DetailedView=DetailedPrices&Marke...
ah atoms, both terax and truestar are public, it's westar oil that's going public.
you may get it...
thanks lgl, i was thinking MMcfge vs MMCF = Million Cubic Feet; MMcfge = million cubic feet of gas-equivalent.
gap filled.
ok, gap not quite filled but it may be take off time! but who knows, i'm looking at delayed l2 and well....atoms, i'm reading tpc stuff now and they were fielding offers to sell interest in the barnett. mergers and partnerships leading to conslidation in the industry.
i'm still trying to looking at the valuation and wondering how to convert between canadian and us valuations... anyone? help, :) at work you know...
revised: good morning all. lalitha, i did agree with your take on yesterday, but i do think something different will be instore for this stock today, lol. but if one were to get this stock early while people are digesting the latest, one might get sub 3 or close to it before the rise...maybe it'll continue the trend. one would think this news is good for a pop. there is a gap that might fill from yesterday's close though....
scraft, beauty on the add :) !
atoms, i believe this is the news that was alluded to in that pr released on the june 29 advising of westar oil getting ready to take a controlling interest interest in a public oil and gas company for $150 million. with the acquisition set to close on the second week of july. plus don't forget the 24k acres located in arkansas on the horizon.
tsp has a mix of verts and horizontal plays in the barnett shale. plus a toehold in guatemala. look below and see who they are in partnerships with in tx, devon energy and carrizo o & g, and encana.
"TrueStar Petroleum Corporation is an oil and gas exploration,
development, and production company. TrueStar has interests in 34 producing gas wells in the Barnett Shale gas play in Texas and a 10% interest in a license for oil and gas development on 554,000 acres in Guatemala, and is waiting the reassignment of the remaining 90% interest in the 554,000 acre License. Working interest partners in Texas include publicly listed Devon Energy (NYSE: DVN), Carrizo Oil & Gas (Nasdaq NM: CRZO), and EnCana (NYSE: ECA)".
i like how truestar petroleum has a halfway decent functional website and can't wait until westar updates their's.
http://www.truestar-petroleum.com/
tsx exchange; symbol: tsp
hey scraft, how are you doing today? i hear you on your thoughts, lol. wish i had some dry powder...
thank you just the same. stock appears to be following the the trend of the last couple of weeks +. your thoughts?
thank you for your gracious shares. looking forward to anything news you may find out here in a bit...
everyone holding onto their shares tight and or the mm's are about ready to excute some orders.
seems like the mm's want to rink and dink this down 5+-% each day until wednesday or so.
let's see if we get an open of 3.25 or better tomorrow...
hey scraft, sounds good. i hope we can close higher than friday's 3.50 close!
what broker do you use and is this the first time you've tried to place a sell order with texg?
hopefully the trend of the last couple of weeks where the mm's walk this down only to let this build back up for an eod run on friday will be broken starting today. higher highs and lower lows... c'mon!
fwiw, i just place a trade order with scottrade as a test and it went trough.
time & sales:
Time & Sales
Price Size Exch Time
3.50 1263 OBB 15:56:53
3.50 1000 OBB 15:56:53
3.49 500 OBB 15:56:47
3.46 500 OBB 15:56:23
3.46 2500 OBB 15:55:55
3.46 500 OBB 15:55:55
3.45 500 OBB 15:54:35
3.44 500 OBB 15:54:12
3.44 2500 OBB 15:53:08
3.45 500 OBB 15:47:15
3.40 3200 OBB 15:45:05
3.40 1600 OBB 15:45:02
3.46 500 OBB 15:43:30
3.46 500 OBB 15:43:23
3.46 500 OBB 15:43:21
3.46 500 OBB 15:43:12
3.45 500 OBB 15:43:11
3.40 500 OBB 15:43:01
3.40 500 OBB 15:42:54
3.37 500 OBB 15:42:43
3.35 500 OBB 15:42:42
3.35 500 OBB 15:41:26
3.30 500 OBB 15:41:02
3.30 500 OBB 15:41:00
3.30 4900 OBB 15:40:47
3.30 500 OBB 15:40:47
3.30 100 OBB 15:40:14
3.28 200 OBB 15:38:21
3.28 200 OBB 15:38:21
3.28 500 OBB 15:37:23
Knobias Headlines
Company Profile
Address
Monthly Share Volume
nice finish. have a great weekend all.
i hope that leads to a ka boom for monday!
scraft, yeah it does... lets see if anyone paints the hod for a close.
i'd say it's about time for the sp to up tick.
hey whichever, of course that might be so with the process begun some time ago on the various wells. whatever the case may be, jc was giddy about the fact that they may sit on any news they had or was forth coming until after the vote to sustain and or propel the sp.
as you know, if you look at past info they have to continue w/punching holes within a given time frame or lose the leases. i'm going to steal a pharse (at least part of it) from someone i know ~ i hope this makes cb sweat....
theres been posting's regarding wells being capped. why would one want to cap a well when the product can sit in inventory instead of going to the market.
and i'm not suggesting this has occurred...just read discussions on it.
revised: knee jerk decision?! it appears to me the company has made their's. and on the surface they come across as cocky and confident on the vote outcome.
otherwise wouldn't we have seen news by yesterday? to late to swing those who have voted their shares already.
for those who voted no already, who could blame them. chalk this up to the pr machine that amep is...imo
ps ~ fwiw, jc told me that they may wait until after the vote to release news.
tharmon, sorry it's taken me awhile to respond. i've been busy at work and at the home front with a lot of projects.
what a trip and a humbling one at that (as you mentioned). one of these days i'll try to visit some of these places. even though i've lived europe and have visited there on more than one ocassion i have yet go to many sites that you've been too. thanks for sharing... i may try top push my europe trip to next year or if i have to go this yr i may see about standing in line to see if i can get one done in one day.
regarding the vote, i will vote no later today as will a friend who does not post. i wish us luck on this however it may turn out.
hmmm, what would you like discussed? how about the weather? how is it where you are at?
thank you for the info. when i asked jc about the conversion of the preferred's and how that would be handled, he replied 1% of the o/s every 90 days if the conversion happened like clock work taking 8+yrs to fully convert.
good morning all. if this holds true, than jc is a liar. he flat out told me there would be the option to convert 1% every 90 days.
sure didn't read about jc's advisement in the def.
yawn, you bore me....
ps ~ i'm also against the r/s and have been from day 1
i'm looking at delayed l2 and the bids are stacked from 3.25. c'mon lets close on hod.
ditto. this is great, thanks everyone. lets see some news.
awesome dd :) thank you. hopefully something will happen soon.
everyone seems to be standing pat now.
can you provide a link. i've searched up and down on the nv sos website and entered various stuff under the search tab. once in the website where would i click what info would enter?
thanks and the listings that come up on the search engines and the way tel numbers are being recycled makes sense.
so it looks like westar is relocating from beverly hills to big d and texg's (old) address.
ps ~ i haven't found time to call the ir. lol.
I hope so. I googled the 2nd ph number on your posting and this is some of what came up...
Articulent
Category
Computers & Internet » Computer And Software Stores » Computer And Software Stores
Address
14001 Dallas Pkwy
Dallas, TX, 75240
Contact
Tel: (972) 386-4644
International Diamond & Gold
12700 Park Central Drive - Dallas, TX
--------------------------------------------------------------------------------
972-386-4644
everyone have a great weekend! hod.......c'mon baby.... who wants share?! who's thinking pr monday or a symbol change???? who's going to paint this bad boy at the close?