Item 5.01. Changes in Control of Registrant.
At the closing of the purchase of a controlling interest of 82.73% of the outstanding common stock of the Company on September 20, 2011 in connection with the assignment of an oil and gas lease to us (the “Transaction”), we issued to the Mission Energy, LLC, which is owned and controlled by Walter Powell, and Mission’s designees, Advisory Services, Inc. and Kandy LP (both controlled by Andrew Kacic), and Jordan A. Kacic (Andrew Kacic’s son), an aggregate of 200,000,000 shares of our common stock, which constitutes following such issuance 82.73% of our outstanding shares of common stock. Following the September 20, 2011 closing, Walter Powell, Andrew Kacic and Jordan A. Kacic are the Company’s controlling stockholders.
The consideration furnished by the controlling stockholders was comprised of an oil and gas lease located in Knox County, Kentucky.
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Changes in Our Officers and Our Board of Directors
On September 20, 2011, Eduardo Valero Erana resigned from the offices of Chairman and Chief Executive Officer, and the Board of Directors (the sole member of which is Mr. Valero) appointed Andrew Kacic as Chief Executive Officer and Secretary and Walter Powell as President and Treasurer.
In addition, on September 20, 2011, our Board of Directors authorized issuance and mailing of a notice to our stockholders of a Special Meeting of Stockholders for the purpose of electing Andrew Kacic and Walter Powell to the Board of Directors.
Andrew J. Kacic, Chief Executive Officer
Andrew Kacic, age 64, is a seasoned expert in primary and secondary finance strategies, capital management and corporate organization, Mr. Kacic brings more than 34 years of progressive experience as a chief executive in investment banking and insurance services, public securities, automotive and oil and gas markets. From 1986 through the present date, Mr. Kacic has been the President of Advisory Services, Inc., a corporate consulting firm, where his responsibilities included procuring new clients and consulting them as needed. From 2004 through January 2011, Mr. Kacic served as President of Hunter Resources, Inc., an oil and gas production company, headquartered in Kentucky, with operations in the Appalachian Basin. From 2003 till 2009 Mr. Kacic was co-manager of River Walk, LLC, a company that was a developer of luxury townhomes. From 1999 through 2001, he served as the Chief Financial Officer of Beaudry Motor Company, an automotive and recreational vehicle retailer. In 1992, Mr. Kacic founded American Resources of Delaware, Inc. (NASDAQ: ARI)and served as its president until 1996, during which period the assets of the company and its subsidiary Southern Gas Company increased from $220,000 to approximately $40 million. Mr. Kacic received his BBA (business administration degree) from Cleveland State University in 1971.
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Walter Powell, President
Walter Powell, age 40, is a career energy professional with 20 years of expertise in Upstream and Midstream crude oil and natural gas production. He currently serves as the Chief Operating Officer and Executive Vice-President of Consolidated Oil and Gas Corporation (COGC), Barbourville, Kentucky, founded in 1997 by Mr. Powell and his wife. COGC is an independent construction, exploration and production company with operations in Kentucky and Tennessee. From October 2005 to the present, Mr. Powell has been the project manager for Whitley County, Kentucky for Midwest Oil and Gas, LLC, Downing, Wisconsin. From March, 1992 to June 1998, Mr. Powell, along with two industry partners formed and operated D P Enterprise Company, a Kentucky partnership, which was involved in crude oil exploration and production in south central Kentucky. He is a 1993 graduate of Transylvania University, Lexington, Kentucky.
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