soso, The corporate counsel for BDGR has recently stated that there is a shareholder meeting set for December 22, 2007, were they lying as well?????
Update by Corporate Counsel for Black Dragon Resource Companies
NEWARK, N.J., Dec. 5 /PRNewswire/ -- Frohling Associates, Corporate Counsel for Black Dragon Resource Companies announced that it was correcting on behalf of the Company a misstatement made in a recent press release.
Mr. Frohling stated that the Company had scheduled a Shareholders meeting for December 22, 2007, details to be announced. He also noted that there are presently two groups each contending that they constitute the present management of the Company. The documents allegedly supporting the Insurgents, Messrs. McGuire, Lau, and Chighisola's position are being reviewed, but at this time it had not been demonstrated that that group has sufficient shareholder votes to support its contention that it represented over fifty percent of the outstanding shares of common stock of the Company, a requirement to hold a meeting in lieu of a general meeting of all stockholders. That group claimed to have the support of approximately 60,000,000 shares.
The existing management group of Messrs. Lanza, Ronsheimer, and Neely later submitted a Certificate, certifying that it had the support of 80,000,000 shares, without regard to the support of the holder of the Series A Preferred who allegedly is entitled to vote one and a half times the number of common shares voted. (The Insurgent group contests the validity of the Series A Preferred's voting rights.) Counsel's analysis is that even without the vote of the Series A Preferred holder, the Lanza group appears to have the greater number of shares of common stock in support of its position. Based on this conflict, Corporate Counsel has recommended to both groups that in view of the upcoming annual meeting that the better corporate procedure to follow is to submit the election of directors to the full stockholder body on December 22, 2007, which recommendation is under consideration by both groups.
Corporate Counsel notes, however, that the representation made by the Insurgent group that its alleged election of new directors and ousting of the present Board, had the approval of the State of Delaware is untrue. Corporate Counsel is not aware that such approval process exists under Delaware law, whereby the State of Delaware could legally make a determination of a corporate election, such matters usually being reserved for the proceedings within the Delaware Court system. To date, the Insurgent group has not produced documents from the State of Delaware to verify its statement and thus, it is Counsel's opinion that the Insurgent group's representation was not appropriate or accurate. This representation was again published in a release dated November 29, 2007 and remains false and without support from the State of Delaware.
The Company continues to operate, but on a significantly reduced scale, being hampered by an extreme shortage of working capital due to the Insurgent group's instructions to the purchasers of Black Dragon's oil not to remit the proceeds of the sale of oil to the Company. Compared to October's production of approximately 4,500 barrels sold, November's production was reduced to approximately 2,600 barrels.
Counsel's request to the Insurgent's group to withdraw its interference with the customers' remittance of funds has not been complied with as of this date and Mr. Lanza, as President of the Company, was forced to institute legal action to enjoin the action of the Insurgent group.
Corporate Counsel represents the Corporation and its shareholders and not the interests of either group claiming control of management, and we will continue to assist the Company and the entire stockholder body in rendering impartial advice and attempting to resolve these matters in a rapid, amicable, and cost-effective manner.
SOURCE Frohling Associates
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