U.S. 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: November 20, 2003
LEXINGTON RESOURCES, INC.
(formerly known as Intergold Corporation)
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
NEVADA
____________________________________________________
(State or other Jurisdiction as Specified in Charter
0-25455 88-0365453
________________________ ____________________________________
(Commission file number) (I.R.S. Employer Identification No.)
435 Martin Street, Suite 2000
Blaine, Washington 98230
________________________________________
(Address of Principal Executive Offices)
(360) 332-1354
___________________________
(Issuer's telephone number)
Items 2 through 6 and 8 not applicable.
Item 1. Changes in Control of Registrant.
As of the date of this Report, the Board of Directors of Lexington
Resources, Inc., a Nevada corporation and formerly known as "Intergold
Corporation" (the "Company"), has commenced the closing of the acquisition of
Lexington Oil & Gas Ltd. Co., an Oklahoma limited liability corporation
("Lexington"). On November 19, 2003, Intergold Corporation (now known as
Lexington Resources, Inc.), the shareholders of Lexington (the "Lexington
Shareholders") and Lexington entered into a share exchange agreement (the
"Agreement").
Based upon review of a wide variety of factors considered in connection
with its evaluation of the Agreement, the Board of Directors of the Company
believed that consummation of the Agreement would be fair to and in the best
interests of the Company and its shareholders. On September 5, 2003, the Board
of Directors approved and authorized execution of the Agreement. The Board of
Directors further authorized and directed the filing with the Securities and
Exchange Commission and subsequent distribution to ten or less shareholders of
the Company who held of record as of September 30, 2003 at least a majority of
the issued and outstanding shares of Common Stock, an Information Statement
pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended,
for approval of certain corporate actions.
On November 19, 2003, a Written Consent of Shareholders of the Company was
executed pursuant to which the shareholders approved a proposed amendment (the
"Amendment") to the Company's Articles of Incorporation, as amended (the
"Articles"), to effectuate a proposed change in the name of the Company (the
"Name Change") to Lexington Resources, Inc. in the event the proposed
transaction with Lexington was consummated, or to such other name as may be
approved by the Board of Directors of the Company in it sole and absolute
discretion to reflect future business operations.
Therefore, in accordance with the terms of the Agreement, the sole business
operations of the Company will be as an energy company specializing in the
production and development of oil and gas. Pursuant to the terms of the
Agreement, the Company's name has been changed to "Lexington Resources, Inc."
and, effective November 20, 2003, the Company's trading symbol under the OTC
Bulletin Board for its shares of Common Stock has been changed to "LXRS".
The Agreement
Pursuant to the terms of the Agreement, the Company is in the process of
acquiring from the Lexington Shareholders one hundred percent (100%) of the
issued and outstanding shares of common stock of Lexington. The terms of the
Agreement require the Company to: (i) issue 3,000,000 shares of its restricted
Common Stock to the Lexington Shareholders in proportion to their respective
holdings in Lexington; and (ii) grant 1,000,000 stock options to current
optionees of Lexington.
As of the date of this Report, the Company has issued an aggregate of
3,000,000 shares of its restricted Common Stock. See "Change in Control of
Registrant" below.
Lexington Oil & Gas Ltd. - Corporate Profile
Lexington Oil & Gas Ltd. Co. is a new company based in Oklahoma that has
agreements to obtain varying property interests in Garvin, Seminole, Hughes,
Pittsbury and Haskell Counties in the State of Oklahoma as a base of minor oil
and gas production and inventory. Many wells on the property interests are
shut-in and require re-work programs to obtain production. Various upgrades to
wells on these leases are planned to provide a base of minor production wells.
In addition to current property interests, the Company plans to concentrate new
acquisitions in the Coal Bed Methane ("CBM") regions of the State of Oklahoma
where many companies have employed cost effective horizontal drilling methods to
provide long-term gas production. Certain properties located in Oklahoma's
Arkoma Basin are in stages of negotiation to acquire property interests for the
purposes of drilling. Lexington expects to weight its development initiatives
towards gas production.
Pursuant to the terms and provisions of the Agreement, the Company's
resulting business will be comprised of a one hundred percent (100%) registered
and beneficial working interest in and to all of Lexington's business assets.
Management of the Company believes that Lexington has assembled a group of
highly qualified professionals from the oil and gas industry to subcontract to
the Company as well as independent operator expertise. This team of
professionals has an acute understanding in assessing viable prospect
opportunities and the ability to undertake all aspects of property development
programs to create cash flow potential to the Company.
It is anticipated that the Company's and Lexington's immediate efforts will
be focused on placing the numerous shut-in gas wells located on properties in
the State of Oklahoma back into production, and to immediately implement
additional development operations on these same properties with the commencement
of drilling new wells into undeveloped reserves. The Company and Lexington plan
to continue building and increasing a strategic base of proven reserves combined
with production opportunities that represent outstanding growth opportunity for
the Company and its shareholders over the immediate, near, and long term.
Stock Option Plan
On March 15, 2003, the Board of Directors of the Company unanimously
approved and adopted a stock option plan (the "Stock Option Plan"). On August 7,
2003, the shareholders of the Company approved the Stock Option Plan. The
purpose of the Stock Option Plan is to advance the interests of the Company and
its shareholders by affording key personnel of the Company an opportunity for
investment in the Company and the incentive advantages inherent in stock
ownership in the Company. Pursuant to the provisions of the Stock Option Plan,
stock options (the "Stock Options") will be granted only to key personnel of the
Company, generally defined as a person designated by the Board of Directors upon
whose judgment, initiative and efforts the Company may rely including any
director, officer, employee or consultant of the Company.
The Stock Option Plan is to be administered by the Board of Directors of
the Company, which shall determine (i) the persons to be granted Stock Options
under the Stock Option Plan; (ii) the number of shares subject to each option,
the exercise price of each Stock Option; and (iii) whether the Stock Option
shall be exercisable at any time during the option period of ten (10) years or
whether the Stock Option shall be exercisable in installments or by vesting
only. The Stock Option Plan provides authorization to the Board of Directors to
grant Stock Options to purchase a total number of shares of common stock of the
Company, not to exceed 3,500,000 post-Reverse Stock Split shares as at the date
of adoption by the Board of Directors of the Stock Option Plan. At the time a
Stock Option is granted under the Stock Option Plan the Board of Directors shall
fix and determine the exercise price at which shares of common stock of the
Company may be acquired; provided, however, that any such exercise price shall
not be less than that permitted under the rules and policies of any stock
exchange or over-the-counter market which is applicable to the Company.
In the event an optionee who is a director or officer of the Company ceases
to serve in that position, any Stock Option held by such optionee generally may
be exercisable within up to ninety (90) calendar days after the effective date
that his position ceases, and after such 90-day period any unexercised Stock
Option shall expire. In the event an optionee who is an employee or consultant
of the Company ceases to be employed by the Company, any Stock Option held by
such optionee generally may be exercisable within up to sixty (60) calendar days
(or up to thirty (30) calendar days where the optionee provided only investor
relations services to the Company) after the effective date that his employment
ceases, and after such 60- or 30-day period any unexercised Stock Option shall
expire.
No Stock Options granted under the Stock Option Plan will be transferable
by the optionee, and each Stock Option will be exercisable during the lifetime
of the optionee subject to the option period of ten (10) years or limitations
described above. Any Stock Option held by an optionee at the time of his death
may be exercised by his estate within one (1) year of his death or such longer
period as the Board of Directors may determine.
The exercise price of a Stock Option granted pursuant to the Stock Option
Plan shall be paid in cash or certified funds upon exercise of the option.
In accordance with the reverse stock split effected August 8, 2003, on
November 19, 2003, the Board of Directors approved changes to the Stock Option
Plan including the reduction of the number of total options to be granted under
the Stock Option Plan to 1,000,000 from 3,500,000.
Incentive Stock Options
The Stock Option Plan further provides that, subject to the provisions of
the Stock Option Plan and prior shareholder approval, the Board of Directors may
grant to any key personnel of the Company who is an employee eligible to receive
options one or more incentive stock options to purchase the number of shares of
common stock allotted by the Board of Directors (the "Incentive Stock Options").
The option price per share of common stock deliverable upon the exercise of an
Incentive Stock Option shall be no less than fair market value of a share of
common stock on the date of grant of the Incentive Stock Option. In accordance
with the terms of the Stock Option Plan, "fair market value" of the Incentive
Stock Option as of any date shall not be less than the closing price for the
shares of common stock on the last trading day preceding the date of grant. The
option term of each Incentive Stock Option shall be determined by the Board of
Directors, which shall not commence sooner than from the date of grant and shall
terminate no later than ten (10) years from the date of grant of the Incentive
Stock Option, subject to possible early termination as described above.
Pursuant to the terms and provisions of the Agreement, it is anticipated
that the Company will cause to be filed with the Securities and Exchange
Commission a registration statement on "Form S-8 - For Registration Under the
Securities Act of 1933 of Securities to Be Offered to Employees Pursuant to
Employee Benefit Plans". It is intended that the S-8 registration statement will
become effective registering Stock Options under the Stock Option Plan in the
amount of 1,000,000 shares at $0.50 per share. Upon approval by the shareholders
of the Stock Option Plan on August 7, 2003, the Board of Directors is
authorized, without further shareholder approval, to grant such options from
time to time to acquire up to an aggregate of 1,000,000 shares of the Company's
restricted Common Stock.
As of the date of this Report, the Company has granted 950,000 stock
options to IMT and/or its employees or consultants, and an additional 50,000
stock options have been granted to Douglas Humphreys.
Appointment of Directors and Election of Officers
As of the date of this Report, the sole director and President/Chief
Executive Officer of the Company is Grant Atkins and the Treasurer/Chief
Financial Officer of the Company is Vaughn Barbon. In accordance with the terms
and provisions of the Agreement, the Board of Directors will nominate and
appoint the following additional person effective approximately on November 28,
2003 to serve as a director of the Company until the next annual meeting of the
Company's shareholders or until his successor has been elected and qualified.
Therefore, as of November 28, 2003, the directors and executive officers of the
Company will be as follows:
Name Age Position with the Company
Grant R. Atkins 43 Director and President/Chief Executive
Officer
Vaughn Barbon 46 Treasurer/Chief Financial Officer
Douglas Humphreys 51 Director
GRANT ATKINS has been the President/Chief Executive Officer of the Company
since 2001 and a director of the Company since September 1998. Mr. Atkins has
provided an organization and administrative role in the Company since its
formation. For the past ten years, Mr. Atkins has been self-employed and has
acted as a financial and project coordination consultant to clients in
government and private industry. He has extensive multi-industry experience in
the fields of finance, administration and business development. During 1998 and
through the current date, Mr. Atkins has provided consulting services through
Investor Communications International, Inc. Mr. Atkins is a member of the board
of directors of GeneMax Corp., a publicly traded biotechnology corporation
specializing in the discovery and development of immunotherapeutics aimed at the
treatment and eradication of cancer and therapies for infectious diseases,
autoimmune disorders and transplant tissue rejection.
VAUGHN BARBON is the Treasurer/Chief Financial Officer of the Company. Mr.
Barbon has been active in the financial arena of both private and public
companies for over 22 years. He has been responsible for the implementation and
control of accounting procedures for a number of companies.
Mr. Barbon attended the University of Victoria majoring in Political
Science and Economics. After attending University he immediately began working
for large international banking institution, holding various positions including
bank auditor and the branch manager of a large commercial banking unit. When Mr.
Barbon left the bank after nine years he was branch manager of a large
commercial banking unit. He has a strong accounting background completing
numerous financial and business evaluation programs at a number of extended
learning institutions including City University. Mr. Barbon brings a strong
background in financial accounting for public companies.
DOUGLAS HUMPHREYS is the Managing Director of Lexington Oil & Gas Ltd. Co.
and serves as President of Oak Hills Energy, Inc., an oil and gas operating
company based in Holdenville, Oklahoma that acts as "Operator" to Lexington. Mr.
Humphreys is in charge of all oil and gas operations. As Managing Director of
Lexington Oil & Gas Ltd. Co., Douglas Humphreys brings a wealth of experience in
the oil and gas development business. He has been active in the industry for
over 30 years, mostly in his home state of Oklahoma and in surrounding oil and
gas rich regions. His knowledge of the business comes from hands-on experience
helping to build several oil and gas producing companies to prominence, as well
as playing a personal role in the development of over 1,100 wells.
Mr. Humphreys graduated in 1975 from Southwest Oklahoma State University
with a degree in Business Administration and Geology. He immediately began
pursuing his interest in the oil patch with the Tide West Oil Company, which he
helped to found. The Company focused on exploration and production in the
min-continent U.S. region and became a notable participant and was one of the
largest operators in the Austin Chalk Play in South Texas. By 1992, Tide West
Oil was recognized as the seventh fastest growing oil and gas company in the
United States as ranked by The Oil & Gas Journal.
During his tenure with The Tide West Oil Company, Mr. Humphreys acted as
Production Superintendent and later, Operations Manager. He gained a thorough
understanding of a wide variety of oil and gas operations and was directly
responsible for overseeing drilling projects from very shallow to deep wells of
over 21,000 feet in depth He also led the company's efforts in implementing
horizontal drilling as that new technology emerged in the 1980's. Tide West Oil
also operated two subsidiary companies, Square D Drilling and TWT Trucking, in
order to better control costs and increase the profitability of its core
business of oil and gas production. Mr. Humphreys assumed the role of Vice
President of both of these businesses, which eventually gave Tide West Oil the
ability to act as a fully integrated operator. Success in the Texas and Oklahoma
regions made Tide West Oil a desirable takeover target and 1996, HS Resources
approached the Company. HS Resources was seeking to grow its operating base and
bolster assets, which at that time positioned the company in the top 30 largest
publicly, traded oil companies. Tide West Oil was sold to HS Resources in a deal
that valued the company at over $200 million, based on the established
operations that included 549 wells in 5 states. Mr. Humphreys stayed with HS
Resources and became Manager of Mid-Continent Operations for the company. His
primary role was to oversee exploration and production on the company's
properties in the mind continent region.
Mr. Humphreys has a comprehensive network of oil and gas industry contacts
that compliment his corporate development skills. He is truly a veteran oilman
with a proven ability to bring oil and gas assets from acquisition through to
production. He is an active member of the Holdenville, Oklahoma community where
he resides and is a well-known figure within oil and gas circles.
Change in Control of Registrant
As a result of the issuance of restricted shares of common stock pursuant
to the Agreement, there was a change in control of the Company. As of the date
of this Report, the Company is issuing an aggregate of 3,000,000 shares of its
restricted common stock to the Lexington Shareholders and has granted an
aggregate of 1,000,000 stock options.
The Board of Directors of the Company desire to set forth the names and
addresses, as of the date of this Report, and the approximate number of shares
of common stock owned of record or beneficially by each person who owned of
record, or was known by the Company to own beneficially, more than five percent
(5) of the Company's common stock, and the name and shareholdings of each
officer and director, and all officers and directors as a group.
After completion of the issuances of common stock as required by the
Agreement, management of the Company anticipates that the total estimated
capitalization of the Company will be 3,521,184 shares of common stock issued
and outstanding.
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Title of Class Name and Address of Amount and Nature Percent of
Beneficial Owner of Class Class
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(1)(2)
Common Stock Douglas Humphreys 800,000 22.40%
7545 Highway 270
Holdenville, Oklahoma
74848
(1)(3)
Common Stock Orient Explorations, Ltd. 2,250,000 63.90%
P.O. Box 97 Leeward
Highway, Provinciales,
Turks & Caicos Islands
(4)
Common Stock International Market 950,000 21.25%
Trend AG
Rennweg 28, CH-8001
Zurich, Switzerland
Common Stock Grant Atkins -0- 0%
435 Martin Street
Suite 2000
Blaine, Washington 98230
Common Stock Vaughn Barbon -0- 0%
435 Martin Street
Suite 2000
Blaine, Washington 98230
(5)
Common Stock All officers and directors 800,000 22.40%
as a group (3 persons)
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<FN>
(1)
These are restricted shares of Common Stock.
(2)
This figure includes (a) 750,000 shares of Common Stock held of record; and
(b) an assumption of the exercise of an aggregate of 50,000 stock options into
50,000 shares of Common Stock at the rate of $0.50 per share expiring November
19, 2008.
(3)
The sole shareholder of Orient Explorations Ltd. is Meridan Trust with an
office at 1 Carribean Place, Provinciales, Turks & Caicos islands, British West
Indies. The sole director of Orient Explorations Ltd. is Cockburn Directors
Ltd., Barry Dempsey with an office at Cockburn House, P.O. Box 70, Market
Street, Cockburn Town, Grand Turks, Turks & Caicos Islands. Mr. Dempsey has the
sole exclusive voting and disposition rights regarding the shares of Common
Stock.
(4)
This figure represents an assumption of the exercise of 950,000 stock options
granted to International Market Trend AG or its employees or designees pursuant
to the terms of the Stock Option Plan to acquire 950,000 shares of Common Stock
at $0.50 per share. As of the date of this Information Statement, no stock
options have been exercised.
(5)
This figure includes (a) 750,000 shares of Common Stock; and (b) the
assumption of the exercise of an aggregate of 50,000 stock options into 50,000
shares of Common Stock.
</FN>
There are no arrangements or understandings among the entities and
individuals referenced above or their respective associates concerning election
of directors or other any other matters which may require shareholder approval.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
To be Filed.
(b) Pro Forma Financial Information.
To Be Filed.
(c) Exhibits.
99.1 Stock Option Plan.
SIGNATURES
In accordance with 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.
LEXINGTON RESOURCES, INC.
Date: November 20, 2003 By:/s/GRANT ATKINS
_______________________
Grant Atkins, President