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 31, 2008
PANGEA PETROLEUM CORPORATION
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(Exact name of registrant as specified in its charter)
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Colorado 0-30503 76-0635938
(State or other jurisdiction (Commission File Number) (IRS Employer ID Number)
of incorporation)
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4001 West Airport Freeway,Suite 510, Bedford, Texas 76021
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code
(817) 571-7212
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information included in Item 2.01 of this Current Report on Form 8-K is
also incorporated by reference into this Item 1.01 of this Current Report on
Form 8-K.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSET.
BACKGROUND
Pangea Petroleum Corporation (the "Company") is a Colorado corporation that
was organized on March 11, 1997. In recent years, the Company has conducted
business as an independent energy company focused on exploration and development
of oil and natural gas reserves. For reasons given hereinafter, the Company has
adopted a significant change in its corporate direction. It has decided to
focus its efforts on acquiring aviation related businesses and developing these
businesses to their commercial potential.
In connection with the change in the Company's business focus, the Company
has undertaken the following activities:
* The Company entered into a Share Exchange Agreement fully executed on
February 20, 2009 (the "Exchange Agreement") by and between the Company and
AvStar Aviation Services, Inc. ("AvStar"), providing for the Company's
acquisition of all of the outstanding common stock in San Diego Airmotive
("SDA"), which (through its predecessor entity) has been providing maintenance,
repair and overhaul ("MRO") services in California since 1987. For more
information about the business of SDA, see "Company's New Business" below. In
connection with this acquisition, the Company issued to AvStar, the prior owner
of SDA, 1,000,000 shares of the Company's newly-created series A preferred stock
("Series A Preferred Stock"), which shares constitute in the aggregate
approximately 90% of outstanding economic interest and voting power in the
Company. For more information about the Series A Preferred Stock, see "ITEM
3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS" below. All
descriptions of the share exchange contained herein and all references to the
terms, provisions and conditions of the Exchange Agreement are qualified in
their entirety by reference to the Exchange Agreement, which is attached as
Exhibit 2.1 hereto and is incorporated herein by reference for all purposes
hereof.
* The Company expanded its Board of Directors from one member to five
members and elected Thomas Mathew, Henry A. Schulle, Gregory H. Noble and James
H. Short to fill the newly created vacancies, to serve along with Alan Premel,
who remains as the fifth director. For more information about the new director,
see "ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS" below.
* All of the Company's then serving officers resigned, and the Company
elected the following persons
Thomas Mathew Chief Executive Officer & President
Greg Noble Vice President & Treasurer
Henry A. Schulle Vice President & Secretary
For more information about the new officers, see "ITEM 5.02. DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS" below.
After compliance with all applicable laws, rules and regulations
(including, without limitation, the proxy rules of the Securities and Exchange
Commission), the Company intends to change its corporate name to "AvStar
Aviation Services, Inc." to reflect the Company's new business focus, and to
consider a one-for-100 reverse split of the Company's common stock to improve
the Company's capital structure.
Prior to the consummation of the Exchange, there were no material
relationships between the Company, and its former officers, directors,
affiliates, associates or shareholders, and AvStar, and its officers, directors,
affiliates, associates or shareholders.
FORWARD-LOOKING STATEMENTS
The description of the Company's business contained herein includes
forward-looking statements. The Company has based these forward-looking
statements largely on its current expectations and projections about future
events and financial trends affecting the financial condition of the business
that the Company will now undertake. The forward-looking statements are
generally accompanied by words such as "plan," "intend," "estimate," "expect,"
"believe," "should," "would," "could," "anticipate" or other words that convey
uncertainty of future events or outcomes. One should not place undue reliance
on these forward-looking statements, which apply only as of the date of this
Report. The Company's actual results could differ materially from those stated
or implied by these forward-looking statements due to risks and uncertainties
associated with the Company's business. The principal risks and uncertainties
associated with the Company's business will be described in the Company's next
Annual Report on Form 10-K due near the end of March 2009. The Company is under
no duty to update any of the forward-looking statements contained in this Report
after the date hereof to conform such statements to actual results.
COMPANY'S NEW BUSINESS
GENERAL
The Company's new business plan is to acquire, consolidate and grow
businesses in the general aviation industry. The Company will place its initial
focus on the maintenance, repair and overhaul (MRO) of aircraft providing
products and services for the general aviation sector. The Company believes
that since September 11, 2001, both private air transportation and the number of
aircraft owned by both individuals and business have dramatically increased.
Each of these sectors, in addition to routine maintenance, has mandated a number
of inspections by the FAA that are commonly included in traditional MRO
services.
The Company's recently acquired, wholly owned subsidiary, San Diego
Airmotive ("SDA"), has been operating (through its predecessor entity) as an MRO
for approximately 19 years. SDA historically provided MRO services for single
and multi-engine aircraft. As capital is available to the Company, the Company
intends to grow its business through the expansion of its existing MRO business
as well as by acquisitions of existing MRO's, fixed base operations (FBO),
charter operations and other operational aircraft related businesses.
SERVICES
Through SDA, the Company now offers its customers the following major
services:
- Annual and 100 hour FAA (Federal Aviation Administration)
inspections,
- Depot level maintenance which means all service, maintenance,
repair, rebuilding and inspections of light to medium single and
multi-engine aircraft,
- Maintenance on business jet aircraft,
- FAA mandated phase inspections for turbine airframes,
- Engine and propeller maintenance for piston and turbine engines,
- Airframe and sheet metal repair,
- Crash damage repairs,
- Pre-purchase inspections,
- Installation of STC (supplemental type certificate) approved
accessory items,
- FAA field approvals for minor to major modifications, and
- Special flight permits, also know as ferry permits, issued by
the FAA Flight Standards District Office which permit the transport
of an aircraft that may not currently meet all the applicable
airworthiness requirements but is capable of safe flight from
one location to another, and other FAA matters including the
acquisition of replacement aircraft documents and assisting FAA
inspectors in accident investigations as may be specifically
requested.
LOCATION
SDA's operations are located in Southern California. It leases a 13,000
square foot hangar facility and 800 square feet of furnished office space, along
with outside storage space with tie-down facilitates at the French Valley
Airport in Southwest Riverside County, adjacent to the communities of Temecula,
Murrieta and Winchester. The airport is conveniently located to major highways
and nearby high-tech and manufacturing business and its 6,000-foot runway,
wide-open approaches and ground support services accommodate most aircraft
including jets and turbo-props. SDA moved its operations to this location in
August 2006 from its original location at the Ramona Municipal Airport in San
Diego County to take advantage of a more favorable location, with larger hangar
space, at a growing airport with the infrastructure to handles small to large
corporate jets.
CUSTOMERS BASE
SDA has a diverse customer base and its customers typically include private
individuals, corporations, and governmental units. Its current customer base
includes over 500 accounts with approximately 315 considered active, and no
single customer accounts for more than 5% of our total revenue.
COMPETITION
The market for SDA's products and services are extremely competitive, and
SDA faces competition from a number of sources. SDA's competitors include
aircraft service companies and other companies providing MRO services. Its
primary competitors include Aircrafters and Air Mech, Inc. The Company believes
that SDA's experienced staff, facility amenities, scope of services,
availability of parts, and focus on customer service increase SDA's
competitiveness. Most of SDA's competitors, however, have substantially greater
financial and other resources than are available to the Company. The Company
cannot assure anyone that competitive pressures will not materially adversely
affect the Company's business, financial conditions or results of operations or
that the Company will ever attain any competitive position within its market.
GOVERNMENT REGULATION
The aviation industry in the United States is highly regulated by the FAA.
The FAA regulates the manufacture, repair and operation of all aircraft and
aircraft equipment operated in the United States. FAA regulations are designed
to ensure that all aircraft and aircraft equipment are continuously maintained
in proper condition to ensure safe operation of the aircraft. All aircraft must
be maintained under a continuous condition-monitoring program and must
periodically undergo thorough inspection and maintenance. The inspection,
maintenance and repair procedures for the various types of aircraft and aircraft
equipment are prescribed by regulatory authorizes and can be performed only by
certified repair facilities using certified technicians.
San Diego Airmotive is an approved Federal Aviation Administration FAR Part
145 general aviation maintenance repair station that performs service and repair
for most single and multiengine aircraft through turbine-powered models. It is
now pursuing two factory-authorized maintenance facility for two major OEMs.
The Company is approved for providing maintenance and repair service s on Jet
aircraft including Raytheon B-200, Premiere 1, Lear 55 and 31, and Westwind
Aircraft.
SDA's operations are also subject to a variety of worker and community
safety laws. The Occupational Safety and Health Act ("OSHA") mandates general
requirements for safe workplaces for all employees. Specific safety standards
have been adopted for workplaces engaged in the treatment, disposal and storage
of hazardous waste. SDA is also subject to various environmental laws including
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, the Clean Air Act, the Federal Water Pollution Control Act of 1972, the
Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act,
the Toxic Substances Control Act, the Emergency Planning and Community
Right-to-Know Act, the California Hazardous Waste Control Law, the California
Solid Waste Management, Resource, Recovery and Recycling Act, the California
Water Code and the California Health and Safety Code.
The Company believes that its operations are in material compliance with
all of these laws, rules and regulations.
PRODUCT LIABILITY
The Company's new business exposes it to possible claims for personal
injury or death that may result from the failure of an aircraft or an aircraft
part repaired or maintained by the Company or from the Company's negligence in
the repair or maintenance of an aircraft or aircraft part. While the Company's
maintains what it believes to be adequate liability insurance to protect it from
claims of this type, the Company's cannot assure anyone that claims will not
arise in the future that may exceed available coverages or that the Company's
insurance coverage will be adequate. Additionally, there are no assurances that
insurance coverages will be maintained in the future at an acceptable cost. Any
liability of this type that is not covered by adequate insurance could
materially adversely affect the Company's business and operations.
EMPLOYEES
As of December 31, 2008 the Company had six full-time employees, including
its Chief Executive Officer, its Director of Maintenance, three aircraft
mechanics, and an administrative person.
FACILITIES
The Company's principal executive offices are located in approximately
2,000 square feet of executive office space. The Company sub-leases these
facilities from a related party under an agreement expiring in August 2011 for
an annual rent of approximately $29,000.
The Company leases approximately 13,000 square feet of undivided hangar
space and 800 square feet of furnished office space at the French Valley Airport
in Murrieta, California from a third party pursuant to a year-to-year lease.
The Company can extend the term of the sublease upon 30 days notice to the
lessor. Under the terms of the sublease the Company pays a base rent of
approximately $117,000 annually for the first year. If the Company elects to
extend the term of the sublease, the base rent will increase by the greater of
4% or the increase percentage of the Consumer Price Index All Items - Los
Angeles over the 90 days prior to the renewal of the sublease. The Company
intends to renew the lease at the increased rate.
LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The information included in Item 2.01 of this Current Report on Form 8-K is
also incorporated by reference into this Item 3.02 of this Current Report on
Form 8-K.
The issuance of the 1,000,000 shares of the Series A Preferred Stock
in connection with the acquisition of SDA is claimed to be exempt pursuant to
Section 4(2) of the Securities Act of 1933 (the "Act") and Rule 506 of
Regulation D under. No advertising or general solicitation was employed in
offering these securities. The offering and sale was made only to one person,
and subsequent transfers were restricted in accordance with the requirements of
the Act.
The securities issued in connection with the acquisition were not
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States in the absence of an effective registration
statement or exemption from registration requirements.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
The information included in Item 2.01 of this Current Report on Form 8-K is
also incorporated by reference into this Item 3.03 of this Current Report on
Form 8-K.
The following is a brief description of the terms of the Company's Series A
Preferred Stock (the description of the Series A Preferred Stock contained
herein is qualified in its entirety by reference to the Company's Articles of
Amendment to Articles of Incorporation that are attached as Exhibit 3.1 hereto
and is incorporated herein by reference for all purposes hereof):
Voting Rights. Each share of Series A Preferred Stock has the right to
vote on all matters submitted to Common Stockholders, and has 5,000 votes per
share of Series A Preferred Stock on all such matters.
Dividends. Each share of Series A Preferred Stock has the right to a
dividend whenever the Board of Directors of the Company lawfully declares a
dividend on the Company's common stock (the "Common Stock"), which shall be
5,000 times the dividend declared with respect to each outstanding share of
Common Stock.
Redemption. The Series A Preferred Stock has no redemption or repurchase
rights in favor of either the Company or the holder thereof.
Liquidation. Up any voluntary or involuntary liquidation, dis-solution or
winding up of affairs of the Company, the holders of Series A Preferred Stock
and the holders of Common Stock share as a single group in the net assets of the
Company remaining after the satisfaction of prior claims, and costs and expenses
relating to such event; provided, however, that the amount of net assets
distributed with respect to each outstanding share of Series A Preferred Stock
shall be 5,000 times the amount of net assets distributed with respect to each
outstanding share of Common Stock
Conversion. The holders of the Series A Preferred Stock do not have any
right to convert voluntarily their shares of Series A Preferred Stock into
shares of Common Stock. However, each share of the Series A Preferred Stock
shall automatically convert into shares of Common Stock upon a reverse stock
split of Common Stock in which at least 100 shares or more shall be combined
into one share. In either of the preceding events, each share of the Series A
Preferred Stock would automatically convert into 5,000 shares of Common Stock,
with the one-for-5,000 conversion ratio being reduced proportionately if a
reverse stock split causes the conversion.
Anti-Dilution. The Series A Preferred Stock is adjusted customarily if the
outstanding shares of Common Stock are subdivided into a greater number of
shares or combined into a smaller number of shares, of if a dividend in Common
Stock is paid in respect of Common Stock.
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the Company occurred effective on February 20, 2009
upon the issuance to AvStar Aviation Services, Inc. ("AvStar") of 1,000,000
shares of the Company's Series A Preferred Stock in connection with the
Company's acquisition from AvStar of all of the outstanding Series A Preferred
Stock in San Diego Airmotive ("SDA"). The preceding share exchange (the
"Exchange") was effected pursuant to the terms, provisions and conditions of a
Share Exchange Agreement fully executed on February 20, 2009 (the "Exchange
Agreement") by and between the Company and AvStar. The 1,000,000 shares of the
Company's Series A Preferred Stock constitute in the aggregate approximately 90%
of outstanding economic interest and voting power in the Company after the
completion of the exchange. For more information about the Series A Preferred
Stock, see "ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS"
below. Because the shares of Series A Preferred Stock received by AvStar were
not registered under the Securities Act of 1933, as amended (the "Act"), such
shares are "restricted securities" (as defined in Rule 144 promulgated under the
Act) and accordingly, may not be sold or transferred by the holders thereof
unless such shares are registered under the Act or are sold or transferred
pursuant to an exemption therefrom. All descriptions of the Exchange contained
herein and all references to the terms, provisions and conditions of the
Exchange Agreement are qualified in their entirety by reference to the Exchange
Agreement, which is attached as Exhibit 2.1 hereto and is incorporated herein by
reference for all purposes hereof.
The Company believes that, prior to the Exchange, control of the Company
resided in Charles B. Pollock and Mark F. Weller, who (prior to the Exchange)
were the beneficially owners of approximately 40.8% of the Company's shares of
common stock. After the Exchange, control of the Company became vested in
AvStar by virtue of its 1,000,000 shares of Series A Preferred Stock.
In connection with the Exchange, the following events occurred:
* The Company expanded its Board of Directors from one member to five
members and elected Thomas Mathew, Henry A. Schulle, Gregory H. Noble and James
H. Short to fill the newly created vacancies, to serve along with Alan Premel,
who remains as the fifth director. For more information about the new director,
see "ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS" below.
* All of the Company's then serving officers resigned, and the Company
elected the following persons
Thomas Mathew Chief Executive Officer & President
Greg Noble Vice President & Treasurer
Henry A. Schulle Vice President & Secretary
For more information about the new officers, see "ITEM 5.02. DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS" below.
* The Company now proposes to changes its corporate name to "AvStar
Aviation Services, Inc." and to consider a one-for-100 reverse split of the
Company's common stock to improve the Company's capital structure.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Effective December 31, 2008, Edward R. Skaggs resigned from his position as
a member of the Board of Directors. His resignation was not a result of any
disagreement with the Company.
Effective December 31, 2008, Alan Premel resigned from his position as
President effective December 23, 2008. His resignation was not a result
of any disagreement with the Company. Mr. Premel remained as our sole director
at that time.
Effective December 31, 2008, Thomas Mathew was appointed as our
President.
Effective February 20, 2009, the Company expanded its Board of Directors
from one member to five members and elected Thomas Mathew, Henry A. Schulle,
Gregory H. Noble and James H. Short to fill the newly created vacancies, to
serve along with Alan Premel, who remains as the fifth director. Moreover,
the Company elected a new slate of officers as indicated in the
following table:
NAME AGE POSITIONS
Thomas Mathew 51 Chief Executive Officer, President and
director
Gregory H. Noble 42 Vice President, Business Development, and
director
Henry A. Schulle 45 Vice President, Secretary, and director
The following is the background of the Company's new officers and director:
THOMAS MATHEW. Mr. Mathew has served as AvStar's Chief Executive Officer,
President and a member of AvStar's Board of Directors since January 1, 2008.
Mr. Mathew, who is responsible for overseeing AvStar's day-to-day operations,
has extensive experience in all facets of the aviation industry, including fixed
based operations (FBO), charter operations, MRO and aircraft sales. He is a
31-year veteran of the aviation industry and an experienced pilot, licensed to
fly piston, turbo prop and business jet aircraft. Prior to joining AvStar, from
February 2003 until August 2007 he was President, Treasurer and a member of the
Board of Directors of Sterling Equity Holdings Inc. (Pink Sheets: SEQU), a
company which had real estate holding of more than $10 million in Texas and
Louisiana. He was employed as President of Fort Worth Jet Center, Austin Aero
and Tucson Jet Center from 1994 to 2003. Mr. Mathew served as the President and
CEO of Sterling Equity Holdings, Inc. from February 2003 to August 2007. Since
1984, Mr. Mathew has operated Mathew Aviation Services, a privately held company
providing aircraft management, VIP air transportation and other aviation
services. From 1994 to 2002, Mr. Mathew served as President and Chief Executive
Officer of GateOne, Inc., and its predecessors, a five location FBO. All of the
FBO operations and assets of GateOne were transferred to Sterling Equity
Holdings, Inc. in 2002.
GREGORY H. NOBLE. Mr. Noble has served as AvStar's Vice President -
Business Development, Secretary, Treasurer and member of AvStar's Board of
Directors since March 2007. From 2003 until January 2007, Mr. Noble was Vice
President of Equity Market of Petrosearch Energy Corporation (OTCBB: PTSG), an
exploration and production company based in Houston, Texas. Mr. Noble worked in
the capital raising side with a private equity/angel group in Houston from March
2003 to June 2003. Previously, he was Public Finance Officer for Texas
Commercial Resources in Houston from February 2002 to March 2003. Prior
thereto, Mr. Noble was Senior Vice President of Investments at UBS Paine Webber,
Houston from 1998 to 2002. His previous employment included senior equity
trading positions with Sanders Morris Mundy in Houston; and Morgan Keegan in
Memphis, Tennessee. He was Vice President, OTC Trading at Dean Witter, New
York, NY and Senior Vice President, Kidder Peabody, New York, NY and Vice
President, OTC Listed and Trading at Paine Webber, New York, NY. He graduated
from the University of Vermont in 1986 with a Bachelor of Arts Degree in
Political Science.
HENRY A. SCHULLE. Mr. Schulle has served as AvStar's Vice President and a
member of AvStar's Board of Directors since July 2006; from July 2006 until
January 2008 he also served as AvStar's President and Chairman of the Board of
Directors. Since January 8, 2004 he has served as Chairman of the Board of
Directors and a principal of Martex Trading Company, a privately held company
active in the oil and gas industry as well as real estate investments and
development. Martex Trading Company was the controlling member of Aurora
Financial Services, LLC, a FINRA-registered broker dealer that has acted as a
placement agent for AvStar. From December 2003 until July 2004 Mr. Schulle
served as a member of the Board of Directors of TexCom, Inc. (Pink Sheets:
TEXC). AvStar acquired San Diego Airmotive from TexCom, Inc. From January 1997
to November 2003, he was President and a Director of Texas Commercial Resources,
Inc. (Pink Sheets: TCRI) from its inception as a privately held company that
merged with EZUtilities in 2001. Mr. Schulle continued as an officer and
director of Texas Commercial Resources, Inc. through its subsequent successful
combination with Petrosearch Energy Corporation (OTCBB: PTSG), a Houston based
energy company. He served as Chairman of the Board of Unicorp, Inc., which was
quoted on the OTC Bulletin Board from November 1991 until January 1998. Mr.
Schulle negotiated the merger of Unicorp, Inc. with United States Refining
Company, a diversified, vertically integrated petroleum refining and
petrochemical company that was acquired by Houston American Energy Corp. in
April 2001. From January 1998 to July 2004, Mr. Schulle was employed by Dell
Computer Corporation as a database support specialist working on international
assignments.
JAMES H. SHORT. Mr. Short (66 years old) has been a member of AvStar's
Board of Directors since July 2006. Since December 2003 he has served as a
member of the Board of Directors of TexCom, Inc. (Pink Sheets: TEXC). AvStar
acquired San Diego Airmotive from TexCom, Inc. He also served as a member of
the Board of Directors of Texas Commercial Resources, Inc. (Pink Sheets: TCRI)
from 2001 until 2003. Mr. Short is currently a principal and Vice president of
Finance & Administration for Sabine Storage & Operations, Inc., an engineering
and a consulting firm specializing in the design, engineering, permitting,
construction management, and operations of hydrocarbon storage facilities in
subsurface salt dome formations. In addition, he is a principal and Vice
President of Marketing for Sabine Resources, Inc., a surface and mineral owner
of property having hydrocarbon storage potential in a salt dome formation. Mr.
Short was previously associated with Energy Consultants, Inc., a natural gas
marketing entity serving municipalities in South Illinois and Indiana, on an
independent contractor basis, from 1984 until 2001.From 1979 to 1984, he was
Senior Vice President and a director of Coronado Transmission Company with
responsibilities for gas acquisition, transportation, and sales throughout the
Southern States and Rocky Mountain area. Mr. Short served as Vice President of
Corporate Planning and Vice President of Gas Supply, Transportation and Sales of
Lovaca Gathering Company from 1972 to 1979. He was an employee of Cities Service
Oil Company from 1966 to 1972. Mr. Short holds a B.S. degree from the
University of Tennessee
The Company's Board of Directors has not established any standing
committees, including an Audit Committee, Compensation Committee or a Nominating
Committee. The Board of Directors as a whole undertakes the functions of those
committees. The Board of Directors make establish one or more of these
committees whenever it believes that doing so would benefit the Company.
The Company has not established standard compensation arrangements for its
directors, and the compensation, if any, payable to each individual for his or
her service on the Company's Board will be determined (for the foreseeable
future) from time to time by the Board of Directors based upon the amount of
time expended by each of the directors on the Company's behalf.
Effective November 14, 2007, Avstar entered into a five year Executive
Services Agreement with Mathew Investment Partnership, Ltd. pursuant to which
Thomas Mathew serves as Avstar President and Chief Executive Officer. Under the
terms of agreement, Avstar will pay Mathew Investment Partnership, Ltd. annual
compensation of $240,000 for Mr. Mathew's services, and it is entitled to
receive annual bonuses as determined by Avstar's Board of Directors based upon
Avstar's performance. In addition to paid vacation, a $600 per month medical
allowance and a $500 per month automobile allowance, Mr. Mathew is entitled to
participate in any employee benefit plans Avstar may adopt. Upon the execution
of the agreement and as additional compensation under its terms, Avstar issued
Mathew Investment Partnership, Ltd. 750,000 shares of Avstar's common stock
valued at $375,000, and on Avstar subsequently issued it an additional 750,000
shares of our common stock valued at $375,000.
The agreement may be terminated upon the death of Mr. Mathew, his
disability, by Avstar for cause or by Mathew Investment Partnership, Ltd. for
good reason. If the agreement is terminated as a result of Mr. Mathew's death
or his disability, Avstar is obligated to pay for his services up to the date of
termination. If Avstar should terminate the agreement for any reason other than
"good cause" as defined in the agreement, or if Mathew Investment Partnership,
Ltd. should terminate the agreement for "good reason" as defined in the
agreement, all unvested options which may have been previously granted will
immediately vest, we must continue to provide health insurance for Mr. Mathew
for a period of three months and within 30 days after the termination Avstar
must pay a separation amount equal to the greater of 12 times the average of the
base compensation paid during the preceding 12 months or the amount owing under
the agreement for the remainder of the term. The agreement contains customary
confidentiality and invention assignment clauses.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
Pursuant to the requirements of applicable Colorado corporation law with
respect to the creation of the Company's Series A Preferred Stock, the Company
filed on January 30, 2008 with the Colorado Secretary of State the Articles of
Amendment to Articles of Incorporation that are attached as Exhibit 3.1 hereto
and is incorporated herein by reference for all purposes hereof.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required to be filed under this Item 9.01(a)
are not included in this Current Report on Form 8-K and will be filed
within 71 calendar days of the date hereof.
(b) Pro Forma Financial Information.
The pro forma financial statements required to be furnished under this
Item 9.01(b) are not included in this Current Report on Form 8-K
and will be furnished within 71 calendar days of the date hereof.
(c) Exhibits
Exhibit No. Description
2.1 Share Exchange Agreement by and between the Company and AvStar
Aviation Services, Inc.
3.1 Articles of Amendment to Articles of Incorporation creating the
Company's Series A Preferred Stock
SIGNATURE
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.
PANGEA PETROLEUM CORPORATION
Date: February 25, 2009 /s/ Thomas Mathew
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Thomas Mathew,
Chief Executive Officer