UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 14, 2010
Commission File Number: 000-53176
AEON HOLDINGS INC.
(Exact Name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation or organization)
One Galleria Boulevard, Suite 910
Metairie, Louisiana 70001
(Address of principal executive offices)
504-831-4166
(Registrant’s telephone number, including area code)
10000 N.E. 7th Avenue, Suite 100-C
Vancouver, Washington 98685
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On December 14, 2010, Aeon Holdings, Inc., (the "Company") entered into a purchase agreement (the "Purchase Agreement") with BCM Energy Partners, LLC ("BCM") to acquire BCM's entire interest in that certain oil field in Baton Rouge, Louisiana known as University Field. The transactions contemplated by the Purchase Agreement were completed on December 14, 2010. Other than with respect to the Purchase Agreement, there is no material relationship between the Company or its affiliates and BCM.
In consideration for the acquisition of the University Field property, the terms of the Purchase Agreement required the Company to issue and deliver to BCM 4,800,000 shares of the Company's preferred stock.
In addition, the terms of the Purchase Agreement also required the Company to:
| - Assume up to $1,800,000 in outstanding liabilities associated with the University Field property; and
|
| - Enter into, complete and pay for financial audits of its business through the fiscal quarter ended August 30, 2010, of such quality as will meet SEC filing criteria. |
The University Field Property
The University Field property acquired by the Company pursuant to the terms of the Purchase Agreement consist of 14 leases covering approximately 300 gross acres in East Baton Rouge, LA with 19 current wells identified in-field. At this time 2 wells were producing with 4 workovers scheduled for the first quarter of 2011 and at least one identified in-field drilling opportunity.
Change in Control
The issuance of 4,800,000 shares of the Companyʹs preferred stock (with voting rights equivalent to common stock at a 20 to 1 ratio) to BCM results in a change in control of the Company. As of the date of this report BCM will beneficially own approximately 80% of the Companyʹs voting common stock and common stock equivalents.
To the Companyʹs knowledge, other than as described in the Purchase Agreement, there are no arrangements or understandings among members of both the former and new control groups and their associates with respect to the election of directors or other matters. To the Companyʹs knowledge, there are also no arrangements the operation of which may at subsequent date result in a further change of control of the Company.
Directors and Officers
On December 14, 2010, Brandon Toth resigned as a director and from any and all officer positions he may have held and Vic Devlaeminck resigned from his positions as President, Chief Executive Officer and Chief Financial Officer of the Company. On the same day R. Gerald Bailey was appointed as Chief Executive Officer, Secretary and to the board of directors as chairman of the board; David M. Beach was appointed as President, Chief Financial Officer, Treasurer and a member of the board of directors; John H. Counce III was appointed as Chief Operating Officer and a member of the board of directors. All persons so appointed shall hold their respective positions until such time as their successors are duly elected and appointed.
Biographical Information:
R. Gerald Bailey, Chief Executive Officer, Secretary and Chairman of the Board of Directors
Dr. Bailey was the former President of Exxon, Arabian Gulf and has over 45 years of experience in both upstream and downstream elements of the petroleum industry, in particular, in the United States Gulf Coast, onshore and offshore, the Middle East, North Africa and the Caribbean. He has extensive supervisory and management experience and received a BS degree in Chemical Engineering from the University of Houston, an MS from the New Jersey Institute of Technology and a PhD in Engineering from Columbia Pacific University. From 1978 until 1997 he worked for Exxon in the Middle East, his last position at Exxon was President, Arabian Gulf, based in Abu Dhabi in the United Arab Emirates. In this role he was responsible for the co-ordination of all of Exxonʹs business interests in the Arabian Gulf. In previous roles within Exxon he was the Operations Manager responsible for managing production in excess of 300,000 barrels of oil per day a nd 600 mmcf gas per day. Dr. Bailey is a registered Professional Engineer in the State of Texas.
David M. Beach, President, Chief Financial Officer, Treasurer and member of the Board of Directors
Mr. Beach has been actively involved in the private equity and capital markets for over ten years, primarily working with distressed companies and related financial offerings. Mr. Beach formed BCM Energy Investments, LLC and BCM Energy Partners, LLC, while serving as an Executive Vice President - New York for Emerson Equity, LLC. He has also served as an advisor to privately held corporate clients of Emerson where he excelled in identifying solutions to distressed situations. Prior to Emerson, Mr. Beach was the Managing Director of Investments for a boutique firm in New York and a Director in a managed futures fund, with key roles in developing international partnerships and clients. Mr. Beach attended Louisiana State University in Baton Rouge, LA and is a native of New Orleans. He maintains consulting relationships with numerous private funds and investment advisory groups worldwide.
John H. Counce, III, Chief Operating Officer and member of the Board of Directors
Mr. Counce has been active in the Gulf Coast oil and gas industry for over 15 years as an investor, operator, owner and land man. He began with Martin and Marks Minerals in New Orleans, where his duties included the land man functions including leasing, prospecting, sourcing and evaluating. This early work led him to take a more active role in the formulation and funding oil and gas prospects. At the same time, he began managing his familyʹs investment holdings including conventional securities, commercial real estate and private energy holdings. Mr. Counce attended Tulane University (New Orleans, LA) and brings a local industry perspective on BCM transactions, specifically in evaluating local operators, owners and assets. As a former manager owner of Milco Energy, Mr. Counce assembled and acquired the leases and wells known as University Field.
Vic Devlaeminck, member of the Board of Directors
Mr. Devlaeminck, the former President, Chief Executive Officer and Chief Financial Officer of Aeon Holdings, Inc., has over 35 years of experience in accounting and tax compliance as well as nearly 30 years practicing tax and business law. Since 1993 he has maintained a dual private law and accounting practice specializing in tax and business matters under his own name. He is a member of the Oregon and Washington State Bar Associations, Oregon Society of Certified Public Accountants and the American Association of Attorney-Certified Public Accountants. In addition to being admitted to practice in the state courts of Oregon and Washington state, he is also admitted to practice before the U.S. Tax Court and the U.S. District Court (Oregon) and is a licensed CPA in both Oregon and Washington state.
9.1 Financial Statements and Exhibits
| Exhibit Number | Exhibit Description |
| 10.1 | Purchase and Sale Agreement with BCM Energy Partners, LLC, dated December 14, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: 1/3/2011 | AEON HOLDINGS, INC. (Registrant) |
| By; /s/ David M. Beach David M. Beach, President, Director |
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is dated for reference the 11th day of December, 2010 (the "Effective Date").
AMONG:
| AEON HOLDINGS INC. a company incorporated under the laws of the state of Delaware, with an executive office at 10000 N.E. 7th Avenue, Suite 100-C, Vancouver, Washington, 98685 (the "Buyer") |
AND:
| BCM Energy Partners, LLC a limited liability company incorporated under the laws of the state of New York, with an executive office at One Galleria Blvd., Suite 910 Metairie, LA 70001. (the "Seller") |
WHEREAS the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, all of the assets of Seller (as listed below), as contemplated by and on the terms set forth in this Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
1. PURCHASE AND SALE
1.1 Subject to the terms of this Agreement, the Buyer agrees to purchase all of the Sellerʹs
assets, as set forth in the attached Exhibit B.
1.2 At the Closing (as defined below), as consideration for the purchase of Sellerʹs assets,
the Buyer shall issue and deliver to the Seller:
(a) 4,800,000 shares of the Buyerʹs preferred stock representing the only preferred
stock outstanding at the time;
(b) the Buyer shall, after the Closing, submit for shareholder approval resolutions
that establish the following rights and restrictions of shares of the Buyerʹs
preferred stock:
(i) conversion rights to shares of the Buyerʹs common stock at a twenty (20)
to one (1) ratio;
(ii) voting rights for each share of the Buyerʹs preferred stock equivalent to
twenty (20) shares of the Buyerʹs common stock; and
(iii) no dividend or liquidation rights.
(iv) any forward or reserve splits in the future shall affect these shares
and the respective rights proportionately.
1.3 Upon execution of this agreement the Buyer shall effect the name change of the Buyer
to BCM Energy Partners Inc. and approval by NASDAQ of the symbol change of the
Buyer.
2. CLOSING
2.1 The closing of the transactions contemplated by this Agreement (the "Closing") shall occur as soon as
practicable after this Agreement is executed by the parties hereto,
2.2 In addition to the covenants of the Buyer set out in section 1, at the Closing:
(a) the Buyer shall appoint R. Gerald Bailey as its Chief Executive Officer, Chairman
and Secretary;
(b) the Buyer shall appoint David M. Beach as its President, Chief Financial Officer,
Treasurer and a member of the board of directors;
(c) the Buyer shall appoint John H. Counce III as Chief Operating Officer and a
member of the board of directors;
(d) the Buyer shall complete the resignation of Brandon Toth as all officer positions
and as director and the resignation of Vic Devlaeminck as CEO / CFO and
appointment as director;
(e) the Buyer shall assume up to $1,800,000 in outstanding liabilities associated with
the asset as detailed in Schedule 1 of this agreement.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Seller
(a) Organization; Power. The Seller is a LLC incorporated and legally existing under
the laws of the state of New York, and has all requisite corporate power and
authority to enter into this Agreement and to perform its obligations hereunder.
(b) Authorization. The execution, delivery and performance of this Agreement and all
other agreements contemplated by this Agreement to which the Seller is a party
have been duly and validly authorized by all necessary corporate action of the
Seller. This Agreement and all other agreements contemplated by this
Agreement, when executed and delivered by the parties thereto, shall constitute
&nbs p; legal, valid, and binding obligations of the Seller, enforceable against the Seller in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency and similar laws affecting the rights of creditors
generally or judicial limits on equitable remedies.
(c) Conduct of Business; Liabilities. Except for certain obligations of the Seller,
described in Section 2.2 (e), the Seller is not in default under, and no condition
exists that with notice or lapse of time or both would constitute a default of the
Seller under:
(i) any mortgage, loan agreement, indenture, evidence of indebtedness, or
other instrument evidencing borrowed money to which the Seller is a
party or by which the Seller is bound; or
(ii) any judgment, order or injunction of any court, arbitrator or governmental
agency that would reasonably be expected to affect materially and
adversely the assets of the Sellerʹs business, financial condition or results
of operations.
(d) No Adverse Consequences. The execution, delivery and performance of this
Agreement by the Seller will not:
(i) result in the creation or imposition of any lien, security interest, charge or
encumbrance on the sellerʹs assets;
(ii) violate or conflict with, or result in a breach of, any provision of the
Sellerʹs Articles of Incorporation or Bylaws;
(iii) violate any law, judgment, order, injunction, decree, rule, regulation or
ruling of any governmental authority applicable to the Seller, or
(iv) conflict with, constitute grounds for termination or acceleration of, result in
the breach of the terms, conditions, or provisions of, result in the loss of
any benefit to the Seller under, or constitute a default under (whether by
virtue of the application of a "change of control" provision or otherwise)
any agreement, instrument, license or permit to which either the Seller is
a party or by which the Seller is bound.
(e) No Undisclosed Liabilities. Except for as set forth in recorded filings against seller
or the assets transferred herein, or under Section 2.2 (e) the assets transferred
herein are not subject to any material liability or obligation.
(f) Litigation. Except as set forth in Schedule 4, there are no actions, suits,
proceedings, orders, investigations, or claims pending or, to the Sellerʹs
knowledge, threatened against the Seller or any of the Sellerʹs assets, at law or
in equity, and the Seller is not subject to any arbitration proceedings or, to the
Sellerʹs knowledge, any governmental investiga tions or inquiries.
(g) Tax Matters. The Seller has filed all United States, state, local and foreign tax
returns and reports required to be filed and has paid all taxes shown as due
thereon, and no taxing authority has asserted any deficiency in the payment of
any tax or has informed the Seller that it intends to assert any such deficiency or
to make any audit or other investigation of the Seller for the purpose of
&n bsp; determining whether such a deficiency should be asserted against the Seller.
(h) Compliance with Laws. The Seller is in material compliance with all laws,
statutes, ordinances, regulations, orders, judgments or decrees applicable to it,
the enforcement of which, if the Seller were not in compliance therewith, would
have a material adverse effect on the business and operations of the Seller. The
Seller has not received any notice of any asserted present or past failure by the
Seller to comply with such laws, statutes, ordinances, regulations, orders,
judgments or decrees.
(i) Environmental, Health and Safety Matters. The Seller has obtained, has
complied with, and is in compliance with, in each case in all material respects,
all permits, licenses and other authorizations that are required pursuant to
applicable environmental, health and safety legislation for its assets and
operations. The Seller has not received any written or oral notice, report or other
&n bsp; information regarding any actual or alleged material violation of any applicable
environmental, health and safety legislation, or any material liabilities or potential
material liabilities (whether accrued, absolute, contingent, unliquidated or
otherwise), including any material investigatory, remedial or corrective
obligations, relating to its assets arising under applicable environmental, heal th
and safety legislation.
(j) Permits and Licenses. The Seller holds, and at all times has held, all permits
necessary to operate its business pursuant to all applicable statutes, laws,
ordinances, rules and regulations of all government bodies, agencies and other
authorities, except when the failure to hold any permit would not have a material
adverse effect on the business. The Seller is in material compliance with all th e
terms of each permit, and there are no claims of material violation by the Seller of
any permit. All applicable government entities and agencies that have issued any
permits have consented or, prior to the Closing, shall have consented (when
such consent is necessary) to the transfer of its assets without requiring any
modification of the Sellerʹs rights or obligations under such permits.
(k) Accuracy of Representations and Warranties. None of the representations and
warranties of the Seller contain any untrue statement of material fact or omit any
material fact necessary to the statements contained in this Agreement not
misleading.
3.2 Representations and Warranties of the Buyer
(a) Organization; Power. The Buyer is a corporation incorporated and legally existing
under the laws of the state of Delaware, and has all requisite corporate power
and authority to enter into this Agreement and to perform its obligations
hereunder.
(b) Authorization. The execution, delivery and performance of this Agreement and all
other agreements contemplated by this Agreement to which the Buyer is a party
have been duly and validly authorized by all necessary corporate action of the
Buyer. This Agreement and all other agreements contemplated by this
Agreement, when executed and delivered by the parties thereto, shall constitute
legal, valid and binding obligations of the Buyer, enforceable against the Buyer in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency and similar laws affecting the rights of creditors
generally or judicial limits on equitable remedies.
(c) No Conflict with Other Instruments or Agreements. The execution, delivery and
performance of this Agreement by the Buyer shall not:
(i) violate or conflict with, or result in a breach of, any provision of the
Buyerʹs Articles of Incorporation or Bylaws;
(ii) violate any law, judgment, order, injunction, decree, rule, regulation or
ruling of any governmental authority applicable to the Buyer; or
(iii) conflict with, constitute grounds for termination or acceleration of, result in
a breach of the terms, conditions, or provisions of, result in the loss of any
benefit to the Buyer under, or constitute a default under (whether by virtue
of the application of a "change of control" provision or otherwise) any
&nbs p; agreement, instrument, license or permit to which either the Buyer is a
party or by which the Buyer is bound.
(d) Governmental Authorities. The Buyer is not required to submit any notice, report,
or other filing with any government or regulatory authority in connection with the
Buyerʹs execution, delivery and performance of this Agreement, and no consent,
approval, or authorization of any government or regulatory authority is required to
be obtained by the Buyer in connection with the Buyerʹs execution, ; delivery and
performance of this Agreement.
(e) Environmental, Health and Safety Matters. The Buyer has obtained, has
complied with, and is in compliance with, in each case in all material respects, all
permits, licenses and other authorizations that are required pursuant to
applicable environmental, health and safety legislation for its assets and
operations. The Seller has not received any written or oral notice, report or other
&nb sp; information regarding any actual or alleged material violation of any applicable
environmental, health and safety legislation, or any material liabilities or potential
material liabilities (whether accrued, absolute, contingent, unliquidated or
otherwise), including any material investigatory, remedial or corrective
obligations, relating to its assets arising under applicable environmental,health
and safety legislation.
(f) No Undisclosed Liabilities. Except as set forth in the audited balance sheet for
the period ended February 28, 2009, or as set forth elsewhere in this agreement,
�� the Buyer has no other liabilities for environmental, labor or tax matters or to any
vendors or other parties.
(g) Litigation. There are no actions, suits, proceedings, orders, investigations or
claims pending or, to the Buyerʹs knowledge, threatened against the Buyer or its
properties, assets, operations or businesses, at law or in equity, and the Buyer is
not subject to any arbitration proceedings or, to the Buyerʹs knowledge, any
governmental investigations or inquiries other then what is disclosed in Schedule
1 of this Agreement.
(h) Accuracy of Disclosures. All public disclosures of Buyer made in compliance
with SEC (such as 10-Ks, 10-Qs, 8-Ks, etc.) or any other regulatory body are true
and correct and do not contain any untrue statement of material fact or omissions
of any material fact.
(i) Tax Matters. The Buyer has filed all United States, state, local and foreign tax
returns and reports required to be filed (with the exception of the United States
income tax returns for the years ended May 31, 2009 and May 31, 2010) and has
paid all taxes shown as due thereon, and no taxing authority has asserted any
deficiency in the payment of any tax or has informed the Buyer that it intends to
assert any such deficiency or to make any audit or other investigation of the
Buyer for the purpose of determining whether such a deficiency should be
asserted against the Buyer. The Buyer has not yet filed the United States
income tax returns for the tax years ended May 31, 2009 and May 31, 2010,
because Buyer desires to coordinate those returns with the completed audited
financial reports for those years in order to avoid having to later amend those
returns to account for auditing changes. Buyer incurred losses for both of those
years so there is no tax liability or penalties of any sort anticipated to be
assessed for either of those years and the appropriate returns will be filed as
soon as the appropriate audited financial reports are available.
(j) Accuracy of Representations and Warranties. None of the representations or
warranties of the Buyer contain any untrue statement of material fact or omit any
material fact necessary to make the statements contained in this Agreement not
misleading.
3.3 All representations, warranties, covenants and agreements made in this Agreement or in
any exhibit, schedule, certificate or agreement delivered in accordance with this
Agreement shall survive the Closing. The Sellerʹs and Buyerʹs representations and
warranties shall survive the Closing for a period of not less than two (2) years, with the
exception of warranties of title, which shall survive in accordance with the provisions of
applicable laws.
4. CONDITIONS PRECEDENT
4.1 Conditions Precedent to the Buyerʹs Obligations
(a) Available Information. The Seller shall have provided the Buyer with all available
information regarding the assets being purchased.
(b) Representations and Warranties. Each of the representations and warranties
made by the Seller in this Agreement shall be true and correct in all material
respects at the Closing with the same effect as though such representations and
warranties were made at that time, except for changes contemplated, permitted
or required by this Agreement. The Seller shall have performed and complied
with all agreements, covenants and conditions required of the Seller under this
Agreement.
(c) No Proceeding or Litigation. No action, investigation, suit or proceeding by or
before any court, government or regulatory authority shall have been
commenced and be continuing against the Seller, and no action, investigation,
suit or proceeding shall have been threatened against the Seller or any of its
affiliates, associates, officers or directors, seeking to restrain, prevent or alter the
terms of this Agreement, questioning the validity or legality of this Agreement or
seeking damages in connection with this Agreement other then what has been
disclosed on Schedule 1.
(d) Material Change. The Seller shall not have suffered any material adverse change
in its business, prospects, financial condition, working capital, assets, liabilities
(absolute, accrued, contingent, or otherwise) or operations.
(e) Corporate Action. The Seller shall have furnished the Buyer with a copy, certified
by an authorized signatory of the Seller, of the Sellerʹs resolutions authorizing the
execution, delivery and performance of this Agreement.
4.2 Conditions Precedent to the Sellerʹs Obligations
(a) Debt Obligations. The Buyer shall have outstanding debt obligations to no more
than four (4) creditors, with the aggregate outstanding debt obligations not
exceeding $200,000. The Buyer shall either satisfy or settle these obligations
(identified on Schedule 1) as a requirement to consummate the transaction.
(b) Shares. All resolutions and share obligations due at closing shall be honored and
issued upon closing. Immediately prior to the Closing, there shall be no more
than 24,000,000 actual and obligations for issued and outstanding shares of the
Buyerʹs common stock.
(c) Audit. The Buyer shall enter into, complete and pay for financial audits of
its business through the fiscal quarter ended August 30, 2010, of such quality as
will meet SEC filing criteria.
(d) Representations and Warranties. Each of the representations and warranties
made by the Buyer in this Agreement shall be true and correct in all material
respects at the Closing with the same effect as though such representations and
warranties were made at that time, except for changes contemplated, permitted
or required by this Agreement. The Buyer shall have performed and complied
&nbs p; with all agreements, covenants, and conditions required of the Buyer under this
Agreement.
(e) No Proceeding or Litigation. No action, investigation, suit or proceeding by or
before any court, government or regulatory authority shall have been
commenced and be continuing against the Buyer, and no action, investigation,
suit or proceeding shall have been threatened against the Buyer or any of its
affiliates, associates, officers or directors, seeking to restrain, prevent or alter th e
terms of this Agreement, questioning the validity or legality of this Agreement or
seeking damages in connection with this Agreement other then what is disclosed
in Schedule 1 to this agreement.
(f) Corporate Action. The Buyer shall have furnished the Seller with a copy, certified
by an authorized signatory of the Buyer, of the Buyerʹs resolutions authorizing
the execution, delivery and performance of this Agreement.
5. CONDUCT OF THE SELLER PENDING THE CLOSING
5.1 Prior to the Closing, the Seller shall operate the its business in a manner consistent with
past practice, and the Seller shall continue to use its reasonable efforts to keep available
the services of current management and to preserve its current relationships with
persons having business dealings with it.
5.2 Prior to the Closing, the Seller shall use, preserve and maintain, as far as practicable, in
the ordinary course of business, all of its assets and business operations to the same
extent and in the same condition as on the date of this Agreement. Without the Buyerʹs
prior written consent, the Seller shall not sell, transfer or encumber its assets or make
any commitments relating to said assets, except in the ordinary course of business.
5.3 The Seller shall comply in all material respects with all statutes, laws, ordinances, rules
and regulations applicable to the Seller and its business operations in the ordinary
course of business.
5.4 Prior to the Closing, the Seller shall notify the Buyer promptly of any material and
adverse change in its assets or business operations.
6. JOINT COVENANTS
6.1 Without limiting any other obligations of the Seller and the Buyer herein, the Seller and
the Buyer shall each use their best efforts to comply with all applicable securities laws
and to satisfy the conditions set forth in this Agreement.
6.2 No press releases, other public announcements or notices to customers concerning the
transactions contemplated by this Agreement shall be made by the Buyer or the Seller
without the prior written consent of the other party, which consent shall not be
unreasonably withheld; provided, however, that nothing herein shall prevent the parties
from supplying information or making statements as required by any government
authority or in order for the parties to satisfy their legal obligations (prompt notice of
which shall, in any such case, be given to the parties) .
6.3 On the reasonable request of any party after the Closing, the other parties shall take all
action and execute all documents and instruments necessary or desirable to
consummate and give effect to this Agreement.
7. TERMINATION
7.1 This Agreement may only be terminated in writing with the mutual consent of the parties
hereto.
8. INDEMNIFICATION
8.1 Notwithstanding any investigation by the Buyer, from and after the Closing, the Seller
shall indemnify, hold harmless, and defend the Buyer and its subsidiaries, shareholders,
affiliates, officers, directors, employees, agents, successors and permitted assigns
(collectively, the "Buyerʹs Indemnified Persons") from and against, and reimburse
each of the Buyerʹs Indemnified Persons with respect to, any and all losses, damages,
liabilities, costs, and expenses, including interest from the date of such loss to the time
&nb sp; of payment, penalties, and reasonable attorney fees (collectively, "Damages") incurred
by any of the Buyerʹs Indemnified Persons by reason of or arising out of or in connection
with any breach or inaccuracy of any surviving representation or warranty of the Seller
made in this Agreement, and any failure by the Seller to perform any covenant required
to be performed by the Seller pursuant to this Agreement. This indemnification extends
to any Damages suffered by any of the Buyerʹs Indemnified Persons, whether or not a
claim is made against any of the Buyerʹs Ind emnified Persons by any third party. The
Sellerʹs liability pursuant to this indemnification shall not exceed the consideration the
Seller shall receive pursuant to this Agreement and in no event more than $1,000,000.00
in actual damages only. All provisions of this indemnification are expressly limited to actual
damages only.
8.2 Notwithstanding any investigation by the Seller, from and after the Closing, the Buyer
shall indemnify, hold harmless, and defend the Seller and its subsidiaries, shareholders,
affiliates, officers, directors, employees, agents, successors and permitted assigns
(collectively, the "Sellerʹs Indemnified Persons") from and against, and reimburse each
of the Sellerʹs Indemnified Persons with respect to, any and all Damages incurred by any
of the Sellerʹs Indemnified Persons by reason of or arising out of or in connection with
; any breach or inaccuracy of any representation or warranty of the Buyer made in this
Agreement, and any failure by the Buyer to perform any covenant required to be
performed by the Buyer pursuant to this Agreement. This indemnification extends to any
Damages suffered by any of the Sellerʹs Indemnified Persons, whether or not a claim is
made against any of the Sellerʹs Indemnified Persons by any third party. The Buyerʹs
liability pursuant to this indemnification shall not exceed the consideration the Buyer
shall receive pursuant to this Agreement and in no event more than $1,000,000.0 0 in
actual damages only. All provisions of this indemnification are expressly limited to actual
damages only.
8.3 The remedy provided by this section 8 shall be exclusive as to both parties with
exception only for a determination of equitable relief.
9. GENERAL PROVISIONS
9.1 Waiver. The failure of any party to comply with any obligation, covenant, agreement or
condition in this Agreement may be waived by the party entitled to the performance of
such obligation, covenant or agreement or by the party who has the benefit of such
condition, but such waiver or failure to insist on strict compliance with such obligation,
covenant, agreement or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
9.2 Amendment. This Agreement may not be amended unless consented to in writing by the
Buyer and the Seller.
9.3 Assignment. This Agreement may not be assigned by either party without the prior
written consent of the other party hereto.
9.4 Stock Splits. The parties to this agreement agree that no forward or reverse splits of the
Buyerʹs common stock greater then 2 to 1 shall be permitted for a period of not less than
two (2) years unless agreed upon in writing by the parties. No resolution shall be put in
place to affect a split within 60 days of the effective date of this agreement.
9.5 Notices. Any notice or communication required or permitted to be given under this
Agreement shall be given in writing and shall be considered to have been given if
delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered
post in the United States, to the address or facsimile transmission number of each party
set out below:
| To the Buyer: Aeon Holdings Inc. Attn: Vic Devlaeminck 10000 NE 7th Ave. Suite 100-C Vancouver, WA 98685 Facsimile: (866) 791-5083 To the Seller: BCM Energy Partners LLC David M. Beach |
| One Galleria Blvd., Suite 910 Metairie, LA 70001 Facsimile: (212) 208-0995 |
or to such other address or facsimile transmission number as either party may designate
in the manner set out above;
Any notice or communication shall be considered to have been received:
(a) if delivered by hand during business hours on a business day, upon receipt by a
responsible representative of the receiving party, and if not delivered during
business hours, upon the commencement of business on the next business day;
(b) if sent by facsimile transmission during business hours on a business day, upon
the sender receiving confirmation of the transmission, and if not transmitted
during business hours, upon the commencement of business on the next
business day; and
(c) if mailed by prepaid registered post in the United States, upon the fifth business
day following posting; except that, in the case of a disruption or an impending or
threatened disruption in postal services every notice or communication shall be
delivered by hand or sent by facsimile transmission.
9.6 Arbitration. All disputes arising under this Agreement shall be arbitrated by a mediator agreed upon by the parties prior to commencing any litigation.
9.7 Currency. All references to currency in this Agreement are to U.S. dollars unless otherwise stated.
9.8 Time of the Essence. Time shall be of the essence of this Agreement.
9.9 Invalidity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable.
9.10 Entire Agreement. The provisions of this Agreement constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement.
9.11 Enurement. This Agreement shall enure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the provisions of this Agreement, their respective heirs, executors, administrators, successors and assigns.
9.12 Independent Legal Advice. Each of the parties to this Agreement confirms and acknowledges that it has been provided with an opportunity to seek independent legal advice with respect to its rights, entitlements, liabilities and obligations hereunder and understands that it has been recommended that such advice be sought prior to entering into this Agreement.
9.13 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that this Agreement is signed by one party and faxed to another, the parties agree that a faxed signature shall be binding upon the parties as though the signature was an original.
9.14 Venue. This agreement may be interpreted under the laws of the State of Delaware and any and all legal actions shall hold venue in the State of Delaware.
IN WITNESS WHEREOF this Agreement has been executed by the parties, and is effective as of the date of the last signature appearing below.
BMC Energy Partners, LLC.
| /s/ David M. Beach | January 3, 2011 |
| By: David M. Beach, its Managing Member
| Date |
| AEON HOLDINGS INC.
| |
| Per:
| |
| /s/ Vic Devlaeminck | January 3, 2011 |
| By: Vic Devlaeminck, its President / CEO | Date |
SCHEDULE 1
OUTSTANDING DEBT OBLIGATIONS OF THE BUYER AND SELLER
AEON HOLDINGS INC.
1. Convertible Promissory Note: McGinnis Capital ($100,000) Convertible promissory
note to McInnis Capital Corp, the corporate arm of securities attorney Penny
Green (Bacchus Corporate and Securities Law Group) for legal services rendered to
Novori, Inc., which merged into Aeon Holdings, Inc., February 10, 2009. This note is
for $100,000.00 with interest accruing at 6% per annum. It is convertible at a 20%
discount to market on the date of conversion. It is anticipated that this debt may be
converted to shares in settlement.
2. CX Digital Debt (approximately $53,358.38) This was a debt owed by the prior company
and assumed by Aeon as part of the February 10, 2010, merger. Arrangements are in
place to have this debt fully satisfied no later than December 31, 2010.
3. Island Stock Transfer Agent + - $1,000
BCM ENERGY PARTNERS LLC
1. Accounts Payable ($646,969): Various field level and corporate trade payables
assumed by BCM Energy Partners as part of the July, 2010 acquisition of University Field.
All debts subject to settlement or extended payments post closing. There have been at
least four (4) judgments filed against the University Field or its former operator within the
past year. At this time, all judgments or demands have been paid in full or settled by BCM.
There have been no legal issues filed or threatened against BCM Energy Partners, LLC.
2. Bank Debts ($280,000): BCM assumed four (4) bank loans from the prior owners of
University Field in the July, 2010 acquisition. BCM anticipates refinancing these bank
debts in a follow-on acquisition post closing.
3. Royalties Due ($280,000): BCM assumed a schedule of past due royalty payments,
primarily to one overriding interest owner. BCM has negotiated settlements and/or
payment plans with these royalty owners based on anticipated funding post closing. As
part of these settlements, the owners have committed to work with BCM Energy as
production in the field is enhanced in the months following closing.
SCHEDULE 2
TRANSFER OF ASSETS
The Seller shall transfer the following assets to Aeon Holdings, Inc., a Delaware corporation:
Field and Production Description
University Field comprises 14 leases covering approximately 300 gross acres in East Baton
Rouge, LA with 19 current wells identified in-field. At this time, two (2) wells (out of twenty-nine
(29) in-field) were producing with four (4) workovers scheduled for the first quarter of 2011.
Field Name: University Field (as of November 1, 2010)
Total Proved (1P) Reserves: 325.65 Mbo (total net)
Total Proved (1P) Reserves: 205.58 MMcf (total net)
Total Proved (1P) PV10: $6,398,490
Total Proved Producing (PDP) PV10: $1,573,140
Current Production: 1,200 bopm (average)
Total Probable (2P) Reserves: 624.27 Mbo (total net)
Total Probable (2P) Reserves: 745.16 MMcf (total net)
Total Probable (2P) PV10: $18,831,790
SCHEDULE 3
PREFERRED STOCK CERTIFICATE OF DESIGNATION
Aeon Holdings, Inc.
Certificate of Designations
Series A Convertible Preferred Stock
Par Value $0.0001 per share
_________________
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
_________________
The undersigned, Vic Devlaeminck, CEO of Aeon Holdings, Inc., a Delaware corporation (hereinafter called the "Corporation"), DOES HEREBY CERTIFY that the following is a true and correct copy of a resolution duly adopted by unanimous written consent of the Board of Directors of the Corporation on December 13th, 2010 and that the resolution has not been rescinded or amended and is in full force and effect as of the date hereof:
RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the "Board") by the provisions of the Certificate of Incorporation of the Corporation (as amended from time to time, the "Certificate of Incorporation"), there hereby is created, out of the twenty million (20,000,000) shares of Preferred Stock, par value $0.0001 per share, of the Corporation authorized in Article IV of the Certificate of Incorporation ("Preferred Stock"), a series of Preferred Stock of the Corporation consisting of 4,800,000 shares, having the following powers, designations, preferences and relative participating, optional and other rights, and the following qualifications, limitations and restrictions:
1. Designation; Number of Shares; Par Value. The shares of such series will be designated as "Series A Convertible Preferred Stock" (the "Series B Preferred"). The number of shares of Series A Preferred will be limited to 4,800,000. The original issue price of the Series A Preferred is $0.50 per share (the "Original Issue Price").
2. Conversion Rights. The holders of shares of Series A Preferred will have conversion rights as follows:
(a) Conversion of Series A Preferred. Each share of Series A Convertible Preferred Stock shall be convertible into Common Stock at a conversion price of $0.50 per share (the "Conversion Price"), on the conditions set forth below, on the date on which the purchaser issues written notice for conversion.
(i) Upon conversion of shares of Series A Convertible Preferred Stock in shares of Common Stock, the Holder shall received 20 shares of Common Stock for each share held of Preferred Stock. |
(ii) Upon conversion of shares of Series A Convertible Preferred Stock into shares of Common Stock, the Holder shall surrender the certificate(s) evidencing the shares of Series A Convertible Preferred Stock that have been converted (the "Converted Shares") at the principal office of the Corporation (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the Holders of the Series A Convertible Preferred Stock) at any time during its usual business hours, and designate in writing the name(s) (with addresses) and denominations in which the certificate(s) evidencing the Converted Shares shall be issued, and instructions for the delivery thereof. Upon its receipt of the foregoing, the Corporation shall be obli gated to, and shall promptly, issue and deliver in accordance with such instructions the certificate(s) evidencing the Converted Shares issuable upon such conversion. Upon conversion, the rights of the holder of such Converted Shares as such holder shall cease, and the Person(s) in whose name or names any certificate(s) evidencing the Converted Shares are to be issued upon such conversion shall be deemed to have become the holder(s) of record of the Converted Shares. (iii) Upon the issuance of the Converted Shares in accordance with this Section 2, such shares shall be deemed to be duly authorized, validly issued, fully paid and non-assessable. |
(b) Fractional Shares. No fractional shares of Common Stock will be issued upon conversion of shares of Series A Preferred. Instead of issuing any fractional shares of Common Stock that would otherwise be issuable upon conversion of any shares of Series A Preferred, the Corporation will pay a cash amount in respect of such fractional interest equal to the fair market value of such fractional interest as determined in good faith by the Board. If the shares of Series A Preferred being converted by a holder at one time are represented by more than one certificate surrendered for conversion, the number of whole shares of Common Stock issuable upon such conversion will be computed on the basis of the aggregate number of shares of Series A Preferred to be converted and represented by all such surrendered certificates.
(c) Taxes. The holder of the Series A Convertible Preferred Stock is responsible for any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of Series A Preferred pursuant hereto. In addition, the Corporation will not be required to pay any tax that may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred so converted were registered.
(d) Reservation of Shares. The Corporation will at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series A Preferred, the full number of shares of Common Stock issuable upon the conversion of all shares of Series A Preferred from time to time outstanding. The Corporation will from time to time (subject to obtaining necessary director and stockholder action), in accordance with the laws of the State of Delaware, increase the authorized amount of its Common Stock if at any time the authorized number of shares of its Common Stock remaining unissued will not be sufficient to permit the conversion of all of the shares of Series A Preferred at the time outstanding.
(e) No Re-issuance of Shares. All certificates of Series A Preferred surrendered for conversion will be appropriately canceled on the books of the Corporation.
3. Dividends.
(a) The Holders of Series A Convertible Preferred Stock shall participate pro rata in the payment of any dividend or distribution to the holders of the Common Stock as would be declared and payable on the largest number of whole shares of Common Stock into which the shares of Series A Convertible Preferred Stock held by such Holder could be converted, on the record date fixed for such dividend or distribution, pursuant to the provisions of Section 2 above.
(b) The Holders of Series A Convertible Preferred Stock shall receive no dividends.
4. Voting Rights. The holders of Series A Preferred will have voting rights as follows:
(a) Voting Together With Common Stock. The holder of each share of Series A Preferred issued and outstanding will have the right to one votes for each share of Common Stock into which such share of Series A Preferred could be converted on the record date for the vote or consent of stockholders. Each holder of shares of Series A Preferred will be entitled to notice of any stockholderʹs meeting in accordance with the Bylaws of the Corporation. The holders of Series A Preferred will vote with the holders of the Common Stock (and the holders of shares of the Series A Preferred will have voting rights and powers equal to those of the holders of the Common Stock) upon all matters upon which holders of Common Stock have the right to vote, except those matters required by law, the Certificate of Incorporation or this Certificate of Designations to be submitted to a c lass or series vote. Fractional votes will not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares of Common Stock into which shares of Series A Preferred held by each holder could be converted) will be rounded to the nearest whole number (with one-half being rounded upward).
5. Notices. All notices, demands and other communications hereunder must be in writing and will be deemed to have been duly given if delivered by hand or when sent by facsimile transmission (with receipt confirmed), provided a copy is also sent by express (overnight, if possible) courier, addressed (a) in the case of a holder of the Series A Preferred, to such holderʹs address of record and (b) in the case of the Corporation, to the Corporationʹs principal executive offices to the attention of the Corporationʹs Secretary.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to be signed by its President on this 10th day of December, 2010.
| /s/ David M. Beach |
| David M. Beach Managing Director
|
| /s/ Vic Devlaeminck |
| Vic Devlaeminck CEO, Aeon Holdings, Inc. |
SCHEDULE 4
AEON HOLDINGS FINANCIAL STATEMENTS
| Aeon Holdings Inc. (formerly Novori Inc.) Balance Sheet (Expressed in US dollars) (unaudited) |
| February 28, 2009 $ (unaudited) | May 31, 2008 $ | |
| ASSETS | ||
| Current Assets | ||
| Cash | -- | 20,806 |
| Inventory, net | -- | 31,291 |
| Prepaid expenses | 57,041 | 4,189 |
| Total Current Assets | 57,041 | 56,286 |
| Property and Equipment | 55,000 | 1,410 |
| Oil and Gas Property (Note 5) | 1,565,000 | -- |
| Prepaid Management Fees | 120,000 | -- |
| Total Assets | 1,797,041 | 57,696 |
LIABILITIES AND STOCKHOLDERʹS DEFICIT | ||
| Current Liabilities | ||
| Accounts payable | 69,025 | 156,771 |
| Accrued liabilities | 905 | 36,585 |
| Current portion of agreement payable | -- | 30,938 |
| Due to a related party | -- | 6,953 |
| Due to shareholder | -- | 30,000 |
| Deferred revenue | -- | 10,898 |
| Convertible notes payable (Note 9) | 36,790 | 75,598 |
| Derivative liability (Note 9) | 90,168 | 64,405 |
| Promissory notes | -- | 97,000 |
| Total Current Liabilities | 196,888 | 509,148 |
| Agreement Payable | -- | 24,062 |
| Long-term promissory notes | -- | 3,000 |
| Long-term convertible notes | 58,300 | -- |
| Total Liabilities | 255,188 | 536,210 |
Contingencies and Commitments (Note 11)
Stockholderʹs Deficit
| Preferred Stock, 20,000,000 shares authorized, with a par value of $0.0001; 1,000,000 issued and outstanding (May 31, 2008 - 19,000,000) | 100 | 1,900 |
| Common Stock, 150,000,000 shares authorized, with a par value of $0.0001; 11,853,172 shares issued and outstanding (May 31, 2008 - 1,733,170 shares) | 1,185 | 173 |
| Additional Paid-in Capital | 3,087,019 | 998,007 |
| Common Stock Subscribed | -- | 45,000 |
| Donated Capital | -- | 139,736 |
| Accumulated Other Comprehensive Loss | (15,245) | (26,581) |
| Deficit | (1,531,206) | (1,636,749) |
| Total Stockholderʹs Deficit | 1,541,853 | (478,514) |
| Total Liabilities and Stockholderʹs Deficit | 1,797,041 | 57,696 |
Aeon Holdings Inc. (formerly Novori Inc.)
Statements of Operations
(Expressed in US dollars)
(unaudited)
| For the Three Months Ended February 28, 2009 $ | For the Three Months Ended February 28, 2008 $ | For the Nine Months Ended February 28, 2009 $ | For the Nine Months Ended February 28, 2008 $ | |
| Revenues | -- | -- | -- | -- |
| Expenses | ||||
| Amortization | -- | 212 | 214 | 379 |
| General and administrative | 38,011 | 141,191 | 133,607 | 357,064 |
| Professional fees | 40,193 | 38,786 | 163,937 | 123,250 |
| Total Operating Expenses | 78,204 | 180,189 | 297,758 | 480,693 |
| Operating Loss | (78,204) | (180,189) | (297,758) | (480,693) |
| Other Income (Expense) | ||||
| Gain from debt settlement | 98,168 | -- | 98,168 | -- |
| Accretion of discount on convertible notes | (4,363) | (6,672) | (21,773) | (18,175) |
| Gain (loss) on change in fair value of conversion feature | ||||
| (Note 7(b)) | 80 | 69,333 | (145,689) | 461,333 |
| Loss on settlement of lawsuit | -- | -- | (6,500) | -- |
| Net Loss Before Discontinued Operations | 15,681 | (117,528) | (373,552) | (37,535) |
| Discontinued Operations (Note 4) | ||||
| Income (loss) from discontinued operations | 15,173 | (3,191) | 134,735 | 16,531 |
| Gain on disposal of discontinued operations | 344,360 | -- | 344,360 | -- |
| Gain (loss) on discontinued operations | 359,533 | (3,191) | 479,095 | 16,531 |
| Net Income (Loss) | 375,214 | (120,719) | 105,543 | (21,004) |
| Other Comprehensive Income (Loss) | ||||
| Foreign currency translation adjustment | (11,755) | (3,822) | 11,336 | (18,548) |
| Comprehensive Income (Loss) | 363,459 | (124,541) | 116,879 | (39,552) |
| Income (Loss) Per Share | ||||
| Basic from continuing operations | 0.00 | (0.07) | (0.15) | (0.02) |
| Basic from discontinued operations | 0.10 | 0.00 | 0.19 | (0.01) |
| Basic | 0.10 | (0.07) | 0.04 | (0.03) |
| Income (Loss) Per Share | ||||
| Diluted from continuing operations | 0.00 | (0.07) | (0.06) | (0.02) |
| Diluted from discontinued operations | 0.05 | 0.00 | 0.08 | (0.01) |
| Diluted | 0.05 | (0.07) | 0.02 | (0.03) |
| Weighted Average Shares Outstanding | ||||
| Basic | 3,875,230 | 1,647,800 | 2,457,666 | 1,748,950 |
| Diluted | 7,708,563 | 1,647,800 | 6,290,999 | 1,748,950 |
SCHEDULE 5
BCM ENERGY PARTNERS FINANCIAL STATEMENTS
BCM ENERGY PARTNERS, LLC BALANCE SHEET
As of November 30, 2010
| TOTAL | |
| ASSETS | |
| Current Assets | |
| Bank Accounts | |
| Total Bank Accounts | $ 35,460.20 |
| Total Current Assets | $ 35,460.20 |
| Fixed Assets | |
| Field Inventory | 201,861.00 |
| University Field | |
| Oil & Gas Properties (1P Proven Reserves) | 6,398,490.00 |
Total University Field | $ 6,398,490.00 |
Total Fixed Assets | $ 6,600,351.00 |
TOTAL ASSETS | $ 6,635,811.20 |
| LIABILITIES AND EQUITY | |
| Liabilities | |
| Current Liabilities | |
| Accounts Payable | |
| Accounts Payable | 643,236.05 |
Total Accounts Payable | $ 643,236.05 |
| Other Current Liabilities | |
| Hancock #40493 | 111,050.68 |
| Royalties Due | 280,000.00 |
| Whitney #4683 | 500,000.00 |
| Whitney #61878 | 254,295.96 |
| Whitney #82570 | 141,175.00 |
Total Other Current Liabilities | $ 1,286,521.64 |
Total Current Liabilities | $ 1,929,757.69 |
Total Liabilities | $ 1,929,757.69 |
| Equity | |
| Opening Balance Equity | 5,297,341.36 |
| Retained Earnings | |
| Net Income | -591,287.85 |
Total Equity | $ 4,706,053.51 |
TOTAL LIABILITIES AND EQUITY | $ 6,635,811.20 |
BCM ENERGY PARTNERS, LLC
PROFIT & LOSS
January - November, 2010
| TOTAL | |
| Income | |
| Refunds-Allowances | 275.00 |
| Sales | 195,001.66 |
Total Income | $ 195,301.66 |
Gross Profit | $ 195,301.66 |
| Expenses | |
| Accounting Fees/Expenses | 10,326.00 |
| Auto | 25.51 |
| Bank Charges | 1,018.22 |
| Consultant | 27,327.00 |
| Disposal Fees | 409.87 |
| Equipment Rental | 46,116.64 |
| Field/Gauging Services | 28,949.07 |
| Insurance | 8,038.41 |
| Interest | 3,394.13 |
| Land Fees | 1,550.00 |
| Legal & Professional Fees | 88,506.34 |
| Meals and Entertainment | 57.47 |
| Office Expenses | 6,256.75 |
| Operating | 55,433.73 |
| Other Liabilities | 148,020.58 |
| Payroll Expenses | |
| Wages | 8,206.24 |
| Total Payroll Expenses | $ 8,206.24 |
| Reimbursement-Loan | 7,920.72 |
| Rent or Lease | 13,841.92 |
| Repair & Maintenance | 45,932.24 |
| Royalty Payment | 26,252.08 |
| Supplies & Materials | 12,544.34 |
| Chemicals | 1,307.19 |
| Total Supplies & Materials | $ 13,851.53 |
| Taxes & Licenses | |
| Restoration Fees | 25.82 |
| Severance | 16,309.32 |
| Total Taxes & Licenses | $ 16,335.14 |
| Travel Meals | 296.25 |
| Uncategorized Expense | 1,300.00 |
| Utilities | 2,058.06 |
| Workover | 206,220.49 |
Total Expenses | $ 767,746.39 |
Net Operating Income | -$ -572,469.73 |
| Other Income | |
| Other Income | 56,727.95 |
| Total Other Income | $ 56,727.95 |
| Other Expenses | |
| Miscellaneous | 75,546.07 |
| Total Other Expenses | $ 75,546.07 |
Net Other Income | -$ -18,818.12 |
Net Income | -$ -591,287.85 |