On January 12, 2010 the Company acquired 100% of Gulfmark Energy Group, Inc. for 26,950,000 common shares (1,078,000,027 pre-split) and 11,000,000 preferred shares.
The share exchange will be carried out as follows:
(1) Issuance of 7,007,990 (280,319,588 pre-split) common shares to Gulfmark Energy Group, Inc. (2) Approval of a 1:40 reverse split of the Company's common shares (3) Approval to increase the authorized common and preferred stock to 1,100,000,000 and 50,000,000 respectively (4) Issuance of 19,942,010 (797,680,439 pre-split) common shares, 11,000,000 Series A preferred shares, and an option to purchase 250,000 Series B preferred shares to Gulfmark Energy Group, Inc
Series A Preferred Shares each have twenty votes per share. The preferred shares are convertible into common shares at the rate of twenty shares of common stock for every share of Series A Preferred Stock upon no less than 75 days advance notice to the Company.
Series B Preferred Shares are convertible into common shares at the rate of twenty common shares for each share of Series B Preferred Stock upon no less than 75 days advance notice to the Company. The Series B shares will have one vote per share.
The acquisition was accounted for as a recapitalization and Gulfmark Energy Group Inc. is considered the acquirer for accounting and financial reporting purposes. As a result of the share exchange Gulfmark Energy Group became a wholly-owned subsidiary of the Company. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized. |