Through its fiscal advisor and placement agent, Rukos Security Advice A.G. of Frankfurt, Germany (“Rukos”), under several Regulation S offerings during June and July 2007, the Registrant has sold the following restricted securities:
In July, 37,500,000 Units at $0.02 per Unit for a total of $750,000 with each Unit comprised of one share of common stock, a three year “A” warrant at $0.03 and a three year “B” warrant at $0.04 if the “A” warrant is exercised.
At the time of such unregistered offering the Registrant’s common stock was trading at $0.02 on the NASDAQ: OTCBB. Rukos purchased the units in each offering on behalf of clients, all of whom are non-US persons as defined in Rule 902(o) under the Securities Act of 1933, as amended. No commissions were paid in connection with these sales.
The proceeds of this financing will be used for general working capital purposes, including, but not limited to, funding the Registrant’s obligations under the Farmout Agreement. After the offerings described above, the Registrant has a total of 136,280,671 shares issued and outstanding as of July 31, 2007.
On December 6, 2004, the Company signed a Farmout Agreement to potentially acquire an 80% interest in a Hydrocarbon Concession to explore the 2,456,452 hectares (approximately 5,986,000 acres) in the Alto Parana Block, Alto Parana Province, Paraguay. Details of the Farmout Agreement are filed on Form 8-K with the SEC.
As of June 30, 2007, the Corporation is awaiting the approval of the Paraguay government. In connection with the Farmout Agreement, the Company engaged a consultant who will be compensated with 5,000,000 shares of Company stock payable in installments as work proceeds.
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