3. Related Party | 3 Months Ended |
Feb. 28, 2014 |
Related Party Transactions [Abstract] | ' |
Related Party | ' |
From time to time the Company’s CEO, Daniel Ferris has paid invoices on behalf of the Company. As of February 28, 2014, the Company owed Mr. Ferris a total of $49,057, including $6,891 of interest accrued at 10% per annum. |
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On July 5, 2012, the Company’s former CEO, Soenke Timm sold 2,000,000 shares of the Company’s $0.001 par value common stock, representing sixty percent (60%) of the issued and outstanding shares of common stock, to Daniel M. Ferris. Mr. Timm owned no shares of common stock of the Company after the sale to Mr. Ferris. At the time of the sale of the Shares, Mr. Timm was the sole director and officer of the Company. Mr. Timm subsequently resigned as an officer of the Company effective July 6, 2012. Also effective July 6, 2012, Mr. Timm, as sole director acting by written consent without a special meeting, appointed Mr. Ferris to serve as President, Treasurer and Secretary of the Company. |
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On October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s former President at the par value of $0.001 in exchange for proceeds of $2,000. |
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On October 12, 2009, the Company issued 50,000 founder’s shares to a former Director of the Company at $0.01 in exchange for proceeds of $500. |
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During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000. |
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From time to time the former CEO loaned the Company money to fund operations. The CEO has advanced the following unsecured demand loans, bearing interest at 10%, to fund operations: |
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| - | On April 8, 2011, the Company received a loan of $4,800 |
| - | On September 30, 2010, the Company received a loan of $15,000 |
| - | On September 15, 2010, the Company received a loan of $553 |
| - | On August 11, 2010, the Company received a loan of $11,000 |
| - | On June 28, 2010, the Company received a loan of $3,000 |
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On July 6, 2012, these loans totaling $62,979, consisting of $55,788 of principal and $7,191 of accrued interest was forgiven and contributed as capital by the lenders. |
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On December 5, 2013, the Company entered into an Employment Agreement with Daniel M. Ferris regarding his position as President and Chief Executive Officer of the Company. Mr. Ferris will be paid a base salary of $120,000 per year. Mr. Ferris will also be entitled to receive up to 1,500,000 shares of Common Stock to be issued in increments of 500,000 shares on December 5 in 2014, 2015 and 2016. The Employment Agreement has an initial term of three years and will automatically renew for successive one-year periods until earlier terminated. The Employment Agreement may be terminated (i) at any time by the Company for “cause”, (ii) upon 90 days’ written notice by either party for any reason, or (iii) upon 30 days’ written notice by either party at the end of any term. The Employment Agreement also terminates immediately upon Mr. Ferris’ death or disability. |
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If Mr. Ferris’ employment is terminated for “cause” by the Company, or if he voluntarily resigns, then he will forfeit any shares of Common Stock that have not yet been issued by the Company as of the date of such termination or resignation. If Mr. Ferris’ employment is terminated for any other reason, he will be entitled to receive the full 1,500,000 shares of Common Stock. The Employment Agreement defines “cause” as the willful and continued failure by Mr. Ferris to perform his duties, the conviction of a felony, or any other material conduct that is contrary to the best interests of the Company or adversely affects the reputation of the Company. |
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The fair market value of the stock grant on the date of the Employment Agreement was $1,200,000. The Company paid the CEO $30,000 in cash compensation and recognized compensation expense of $100,000 related to the Employment Agreement during the three months ended February 28, 2014. |
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On August 1, 2013, the Company, entered into an engagement letter with Clear Financial Solutions, Inc., a Texas corporation (Clear Financial). On December 5, 2013, the Company and Clear Financial entered into Amendment No.1 to Engagement Letter. Under the engagement letter and the amendment (collectively, the “Engagement Letter”) Clear Financial will provide certain financial consulting services to the Company and Mr. Steven M. Plumb, founder and President of Clear Financial, will serve as the Chief Financial Officer of the Company. Clear Financial will, among other things, prepare and review the Company’s financial statements, oversee internal accounting controls and provide advice on generally accepted accounting principles. In addition, As compensation for the services provided, the Company will pay Clear Financial a fee of $4,500 per month and has agreed to issue up to 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to Mr. Plumb. The Engagement Letter has an initial term of one year and will automatically renew for successive one-year periods until terminated by either party upon 60 days’ written notice prior to the end of the then current term. Clear Financial was paid $13,500 for Mr. Plumb’s services during the quarter ended February 28, 2014. In addition, in February 2014, the Company issued 500,000 shares of the Company’s common stock to Mr. Plumb, having a fair market value of $400,000 on the date of grant, which the Company recorded as compensation expense during the quarter ending February 28, 2014. In addition, the Company recognized an additional $66,667 in compensation expense during the quarter ending February 28, 2014 related to the unissued portion of Mr. Plumb’s stock grant. |
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The Engagement Letter further provides that Clear Financial may from time to time bring oil and gas investment opportunities to the Company’s attention. Pursuant to the Engagement Letter, the Company will assign a 1% carried interest to each of Mr. Plumb and/or Mr. Jerry Walters, a principal of Clear Financial, with respect to each oil and gas investment opportunity that Messrs. Plumb and/or Walters bring to the Company’s attention and in which the Company invests. |