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Re: Atlanta1 post# 62878

Wednesday, 04/16/2014 9:56:11 AM

Wednesday, April 16, 2014 9:56:11 AM

Post# of 71458
I am baffled and amazed at this.. doesn't 35M shares amount to only about $40k? What on earth is going on, there?


ADR Acquisition

On March 21, 2014, the Company entered into an Asset Sale Agreement (the “ASA”) with American Dynamic Resources, Inc., a Nevada Corporation (“ADR”). Pursuant to the ASA, the Company purchased from ADR certain oil and gas interests located in Montgomery, Labette and Wilson counties, Kansas. The acquired interests include, but are not limited to oil and gas leases, wells, structures, hydrocarbons, and licenses. The purchase price for these assets is $50,000 and 35,000,000 shares of the Company’s common stock valued at $87,500.

In connection with the ASA, the Company and ADR entered into an intellectual property contribution and assignment agreement (the “Intellectual Property Agreement), dated March 21, 2014, pursuant to which the Company acquired the right, title and interest to certain intellectual property rights owned by ADR in exchange for 35,000,000 shares of the Company’s common stock and $75.00 in cash.


Then, on VM179... Conveyance, eh.. so they're supposedly following through on the sale, am I reading this correctly? Probably gave it up easy since merlin died? Right? Am I on the right track, here?

But they're stalling signing off on the transfer
?
Edit: Great- read THAT wrong, too, just found this "On February 28, 2014 this property was returned to the seller and convertible debt holders in exchange for forgiveness of all liabilities (the “VM 179 Settlement”)."



The result is that a judicially recognized compromise has been perfected under Louisiana law, which has the effect of extinguishing the underlying obligations the compromise is premised on. The Company’s obligations expected to be extinguished include a secured note payable in the amount of $500,000 to Montecito Offshore, LLC and convertible debentures of $2,453,032. However, recording the conveyance of the lease interest and cancelling mortgages and UCC-1’s by the debt holders has not occurred. The debt holders have delayed in performing these obligations because they want to first undertake a degree of internal restructuring before accepting the royalty interest they negotiated to receive as a part of the settlement. The debt holders have indicated that, after they have formed an entity to receive the royalty interest, they will cancel the outstanding mortgages and UCC-1’s along with recording the documents conveying the various interests in the public records. The Company will account for the transaction in 2014 upon final settlement as an exchange of the oil and gas asset for the debt and an extinguishment of the related derivative liability



I am tired and my eyes are too sore for a lot of reading, but this part looks interesting too
Note 5 - Unsecured Convertible Promissory Notes Payable (In default)

Do they really only owe $1,040,706 to debt holders? I thought it'd be a lot more .. Of course, that is maybe what, EIGHT HUNDRED MILLION SHARES worth of DEBT ?? Even if they can keep it selling around 0013??

WoW

Edit: Never mind, that is old data, lots of old data in here- I should NOT read when I am tired. How much does the company owe right NOW?

PS; COMEDY GOLD:
What Happened LLC

On April 19, 2012, the Company issued a secured promissory note in the principal face amount of $100,000 in exchange for $100,000 from What Happened LLC.


Here we go

Ironridge Global IV, Ltd. v. Worthington Energy, Inc.,

In March 2012, Ironridge Global IV, Ltd. (“Ironridge”) filed a complaint against the Company for the payment of $1,388,407 in outstanding accounts payable, accrued compensation, accrued interest, and notes payable of the Company (the “Claim Amount”) that Ironridge had purchased from various creditors of the Company. The lawsuit was filed in the Superior Court of the State of California for the County of Los Angeles Central District, and the case was Ironridge Global IV, Ltd. v. Worthington Energy, Inc.,Case No. BC 480184. On March 22, 2012, the court approved an Order for Approval of Stipulation for Settlement of Claims (the "Order").

The Order provided for the immediate issuance by the Company of 20,300 shares of common stock (the “Initial Shares”) to Ironridge towards settlement of the Claim Amount. The Order also provided for an adjustment in the total number of shares which may be issuable to Ironridge based on a calculation period for the transaction, defined as that number of consecutive trading days following the date on which the Initial Shares were issued (the "Issuance Date") required for the aggregate trading volume of the common stock, as reported by Bloomberg LP, to exceed $4.2 million (the "Calculation Period"). Pursuant to the Order, Ironridge would retain 2,000 shares of the Company's common stock as a fee, plus that number of shares (the "Final Amount") with an aggregate value equal to (a) the $1,358,135 plus reasonable attorney fees through the end of the Calculation Period, (b) divided by 70% of the following: the volume weighted average price ("VWAP") of the Common Stock over the length of the Calculation Period, as reported by Bloomberg, not to exceed the arithmetic average of the individual daily VWAPs of any five trading days during the Calculation Period. The Company has calculated that the Calculation Period ended during the year ended December 31, 2012 and calculated that the Final Amount to be issued under the Order is 856,291 shares of common stock. Additionally, during the year ended December 31, 2012 when the Final Amount was determined, the Company calculated the fair value of the original liability to Ironridge Global IV, Ltd to be $1,981,312, that amount which when discounted to 70% of the VWAP and multiplied by the Final Amount, would equal $1,358,135 plus reasonable attorney fees. In so doing, the Company recognized an expense for the excess of the fair value of the resultant liability to Ironridge Global IV, Ltd. in excess of the original carrying amount of the liabilities acquired by Ironridge and adjusted the liability to Ironridge Global IV, Ltd. for the fair value adjustment.

Pursuant to the Order, for every 8,400 shares of the Company's common stock that traded during the Calculation Period, or if at any time during the Calculation Period a daily VWAP is below 90% of the closing price on the day before the Issuance Date, the Company was to immediately issue additional shares (each, an "Additional Issuance"), subject to the limitation in the paragraph below. Since the issuance of the Initial Shares, the Company has issued an additional 194,200 shares of common stock during the nine months ended December 31, 2012 plus an additional 510,000 shares of common stock during the nine months ended September 30, 2013. At the end of the Calculation Period, (a) if the sum of the Initial Shares and any Additional Issuance is less than the Final Amount, the Company shall immediately issue additional shares to Ironridge, up to the Final Amount, and (b) if the sum of the Initial Shares and any Additional Issuance is greater than the Final Amount, Ironridge shall promptly return any remaining shares to the Company and its transfer agent for cancellation. However, the Order also provides that under no circumstances shall the Company issue to Ironridge a number of shares of common stock in connection with the settlement of claims which, when aggregated with all shares of common stock then owned or beneficially owned or controlled by Ironridge and its affiliates, at any one time exceed 9.99% of the total number of shares of common stock of the Company then issued and outstanding.

15


The Company has issued a total of 6,764,500 shares to Ironridge and had reduced the original liability of $1,388,407 to $68,028. However, on February 24, 2014 a judge awarded Ironridge a third order enforcing prior order for approval of stipulation for settlement claim by requiring the Company to reserve 1,095,950,732 shares of the Company’s common stock until the balance of the claim in paid. Ironridge claimed that the Company’s failure to comply with prior order and stipulation has caused them harm. Ironridge claims that it is still owed $241,046. The Company has increased the balance due to Ironridge to $241,046 at December 31, 2013.

^I think that means that a huge chunk of the HUGE a/s amount is reserved for these parasites, now

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