Petro America Corp. (fka PTRZ)

[scion]

A. Stock Securities

5. From on or about August 2009 to September 2009, LANGENBACH offered and sold unregistered stock issued by Petro America Corp. (“PAC”) within or from Arizona.

6. PAC was incorporated as a Kansas corporation on April 13, 2007. At all times relevant, PAC’s president, secretary and/or chief executive officer has been Israel Owen Hawkins (“Hawkins”). At all times relevant, PAC maintained business addresses in Kansas City, Kansas and Kansas City, Missouri. PAC stock is not registered to be offered or sold within or from Arizona.

7. In 2009, LANGENBACH purchased 10,000,000 shares of PAC stock from a large PAC shareholder and “representative” (the “PAC Insider”) for approximately $.O 1 per share. LANGENBACH acquired this PAC stock from the PAC Insider for the sole purpose of reselling it to raise money, in part, to fund his real estate business operations discussed further below.

8. At all times relevant, PAC’s website at www.petroamericacorp.com stated that PAC s the “PEOPLE’S COMPANY” with “WORLD SUCCESS UNRIVALED.” At all times relevant, the “welcome” page of the PAC website stated that PAC’s “goal is to be the premier global crude Iil marketer and energy arbitrageur” and that it “engages in shared production agreements for exploration, production, and marketing in the upstream and downstream energy sectors.”

9. From on or about August 2009 to October 2009, LANGENBACH sold ipproximately 2,399,150 shares of the PAC stock that he acquired from the PAC Insider for approximately $.20 per share for a total offering of $474,030 to 187 investors.

10. LANGENBACH caused PAC stock investor money to be deposited and/or wired nto Arizona bank accounts owned and controlled by LANGENBACH.

http://images.edocket.azcc.gov/docketpdf/0000119336.pdf