Yes they have to complete two years of audits and have 72 days to do so. The original agreement changed on March 21 for JD Field Services so the clock is from that date. They also announced that they brought one of the Managers from the Company to the Board of Directors. So within 72 days they will have to produce the financials. Same is true for all new acquisitions.
26-Mar-2014
Entry into a Material Definitive Agreement, Change in Directors
Item 1.01 Addendum to Material Definitive Agreement
On March 21, 2014, the Company signed an addendum to their Purchase and Sale Agreement with JD Field Services (dated on February 24, 2014), whereby the Company changed certain provisions within the PSA. The original PSA left a 6 month "unwinding" provision should NAS not be able to achieve its benchmarks in uplifting and repayment of JD debt in the course of 270 days. We have amended this position to the following:
? NAS shall pay or assume all outstanding debt of JD Field Services. Payment on debt held by JD Field Services where the Sellers have executed personal guarantees shall be given priority over other non-priority debts, and payments on such personally guaranteed debt will be accelerated if NAS or JD Field Services profits are sufficient to do so.
? Each Seller of JD Field Services shall receive six percent (6%) of the outstanding common stock of NAS, constituting approximately six percent (6%) each of the total equity of NAS, but not requiring any fractional shares, or approximately fifty-nine million (59,000,000) shares each.
? NAS shall provide to JD Field Services a Power of Attorney representing voting rights and control over approximately eighteen percent (18%) of the equity interests in NAS; holding in reserve, one hundred fifty two million (152,000,000) shares of NAS Class A Common Stock to be representative of this Interest.
? NAS shall pay any broker's commission associated with the purchase of JD Field Services interests, up to five hundred thousand dollars ($500,000.00). NAS shall pay any remaining broker's commissions.
Section 5 - Corporate Governance and Management
Item 5.02. Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 10, 2013, the Company elected Jason Jensen as Board of Director Member, as a part of the Purchase and Sale Agreement with JD Field Services consummated on February 24, 2014. He is currently the General Manager of JD Field services, an oil field services company located in Vernal, UT since its inception in 1999. He has been in the oil field and roustabout services industry for over 20 years. He graduated from Uinta Basin Area Tech College in 1991.
Definitely this one is the real deal! No pump and dump here folks!
