UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE SC 14F1
INFORMATION STATEMENT
Pursuant to Section 14(F) of the Securities Exchange Act of 1934 and
Rule 14F-1 thereunder
Northern Empire Energy Corp.
(formerly known as Political Calls, Inc.)
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(Name of Small Business Issuer in its charter)
Nevada 0-52725 20-4765268
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
118 8th Ave. NW, Calgary, Alberta T2M 0A4, Canada
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(Address of principal executive offices)
(250) 951-0497
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(Issuer's telephone number)
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INTRODUCTION
This Information Statement is being furnished to holders of record of shares
of common stock, par value $0.001 per share (the "Common Stock"), of
Northern Empire Energy Corp., formerly known as Political Calls, Inc., a Nevada
corporation, (the "Company") on November 17, 2008, pursuant to Section 14(f) of
the Securities Exchange Act of 1934 as amended (the "Exchange Act") and Rule
14f-1 promulgated thereunder, in connection with a proposed change in the
membership of the Board of Directors of the Company.
THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES
AND NOT IN CONNECTION WITH A VOTE OF THE COMPANY'S STOCKHOLDERS.
On November 17, 2008, there were 423,100 shares of Common Stock outstanding.
Each share of Common Stock is entitled to one vote on the election of
directors.
Effective November 17, 2008, the Company entered into an Option Agreement with
Maguire Resources Ltd., a corporation having an office at 300-840 6th Ave SW
T2P 3E5 in the City of Calgary, in the Province of Alberta, Canada. Maquire
has granted an option to the Registrant to earn a 40% interest in the Turin
Project subject to a 31% G.O.R. (Gross Overriding Royalty) by incurring 100% of
the drilling and completion costs in a five well drilling program. This a non-
operating working interest and/or royalty owner participation position in oil
and gas project is located in the Turin area of south-east Alberta, Canada,
specifically section 28, township 10, range 19 west of the 4th meridian.
The Company will issue 18,000,000 unregistered restricted shares from its
treasury to for $180,000 to the new incoming director and officer. The funds
to purchased this unregistered restricted shares will be used to further
capitalize the Company.
These newly issued shares will not be registered under the Securities Act of
1933, as amended (the "Act") and are to be issued in the reliance upon the
exemption from registration provided by section 4(2) of the Act, on the basis
that the transaction does not involve a public offering. The shares of common
stock issued will contain a legends restricting transferability absent
registration or applicable exemption.
Further, the one original founder of the Company, who owns 361,900 common
shares has agreed to cancel his 361,900 in exchange for $50,000. These shares
will be cancelled and returned to the Corporate Treasury, on the Effective
Date.
Following the November 17, 2008 Effective Date, two Incoming Directors will be
appointed by the Company's Board to replace the one Outgoing Director of the
Company. The change in directors is intended to be effective at the Effective
Date, but no earlier than ten (10) days after the date on which this
Information Statement is filed with the Securities and Exchange Commission (the
"Commission") and mailed to all holders of record of the Company's Common
Stock.
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VOTING SECURITIES
There are currently 423,100 shares of the Company's Common stock outstanding.
Each share of Common Stock entitles the holder thereof to one vote on each
matter which may come before a meeting of the shareholders. Upon the Effective
Date, and after the cancellation of shares, there will be: 423,100 shares of
the Company's Common Stock issued and outstanding, each of which will entitle
the holder thereof to one vote on each matter which may come before a meeting
of the shareholders.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of November 14, 2008 hereof with
respect to the beneficial ownership of the outstanding shares our common stock
by (i) our officers and directors; (ii) each person known by us to beneficially
own five percent (5%) or more of our outstanding shares; and (iii) our officers
and directors as a group.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS
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Common David Gallagher (3) 361,900 85.5%
President,
Secretary, Director
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All Executive Officers as
a Group (1 person) 361,900 85.5%
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CHANGES IN CONTROL
In connection with the Agreement, the Company will issue 18,000,000
unregistered restricted shares of Common Stock to Jeffrey Cocks for $180,000.
At the same time, the current director and officer will resign his position as
a director and officer of the Company. At the Effective Date, and following
delivery and filing of this Schedule, the two Incoming Directors will become
the members of the Board. As a result of this change and the number of shares
being issued, the Company will have experienced a change in control.
The Company knows of no other arrangements or events, the happening of which
will result in a change in control.
LEGAL PROCEEDINGS
No material legal proceedings, to which the Company is a party or to which the
property of the Company is subject, is pending or is known by the Company to
be contemplated. Also, the Company is not aware of any legal proceedings in
which any director, officer, or any owner of record or beneficial owner of
more than five percent of any class of voting securities of the Company, or
the Incoming Directors, incoming executive officers, future beneficial owner
or any affiliate of any such director, officer, affiliate of the Company, or
security holder is a party adverse to the Company or any of its subsidiaries
or has a material interest adverse to the Company or any of its subsidiaries.
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DIRECTORS AND EXECUTIVE OFFICERS
As described above, in connection with the Agreement, Mr. David Gallagher, the
Company's founder will resign as President and a director of the Company, as
of the Effective Date. The following information relates to the individuals
who will become the Incoming Directors and executive officers of the Company
upon the Effective Date and the filing and delivery of this Schedule.
Name Age Position
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Jeffrey Cocks 45 Chairman & CEO
Peter Forrest 67 Director
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Biography of Jeffrey Cocks, Chairman & CEO
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Jeffrey Cocks has an extensive financial, operational and administrative
background, having over twenty years experience with junior resource companies.
Mr. Cocks has managed numerous multi-million dollar exploration programs
throughout the world for several junior resource companies. From 1998-2002 and
again in 2004-2005 Mr. Cocks was part of a group of Companies that discovered
and developed the Petaquilla Deposit, in the Republic of Panama and the Mount
Kare Gold Deposit, in Papua New Guinea. In excess of $100 million in capital
was raised and expended in the development of the Petaquilla and Mount Kare
deposits. Mr. Cocks is currently President of Britannica Resources Corp (TSX.V-
BRR) and a director of Northern Star Mining Corp. (TSX.V-NSM) junior gold
exploration companies with advanced projects in Quebec, Canada. Mr. Cocks has
served as a director/officer for numerous public companies both in the United
States and Canada. Mr. Cocks completed the Canadian Securities Course in 1987
and the Securities Continuous Disclosure Program for Directors and Officers,
through Simon Fraser University in 1996.
Biography of Peter Forrest, Director
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Peter Forrest, P. Eng. has over 40 years in the resource business. During the
past five years Mr. Forrest has focused on the oil and gas wire line services.
Mr. Forrest provides project management skills to prospect evaluations,
corporate matters, lease acquisitions, lease presentations, negotiations,
contracting specialists and other related matters. During his career, Mr.
Forrest has been involved in the field supervision of large open pit mining
operations, project engineering and management roles both internationally and
in Canada. He has worked for the Alberta Energy Utilities Board, metal mines,
oil sand operations and coalmine operations engineering. Throughout his
career, Mr. Forrest has had a keen interest in operational research projects,
field-testing products and resolving problems using innovative ideas and
products by recognizing applications across various industries.
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CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
Through a Board Resolution, the Company hired the professional services of
Moore & Associates, Chartered, Certified Public Accountants, to perform
audited financials for the Company. Moore & Associates, Chartered own no
stock in the Company. The company has no formal contracts with its
accountants, they are paid on a fee for service basis.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based solely on a review of Forms 3 and 4, and amendments thereto furnished
to the Company under Rule 16a-3(e) promulgated under the Securities Exchange
Act of 1934 during the most recent fiscal year, and Form 5 and amendments
thereto furnished to the Company with respect to its most recent fiscal year,
the founder the Company has not been timely with the filing of each of
the Form 3s as required under Section 16(a) of the Securities Exchange Act of
1934.
BOARD COMMITTEES AND OTHER BOARD INFORMATION
The Board of Directors of the Company does not have an audit, nominating or
compensation committee. Instead, the Board itself performs such functions.
during the fiscal year ended December 31, 2007.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company's executive officer did not receive any compensation or
other remuneration in his capacity as such during the year ended
December 31, 2007 or to date in 2008. Mr. Gallagher, the Company's sole
employee, presently serves without compensation. There were no stock
options granted, exercised or held by any executive officer during the
current fiscal year.
DIRECTOR COMPENSATION
The Company's directors presently serve without compensation, but are entitled
to reimbursement for reasonable and necessary expenses incurred on behalf of
the Company.
BOARD COMMITTEES
The Company does not have standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions.
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BOARD MEETINGS
There has been two meetings of our Board of Directors over the year. The sole
director, Mr. Gallagher, has approved the Option Agreement with Maguire
Resources Ltd., and the change of directors in accordance with Section 78.135
of General Corporation Law of the State of Nevada and Article 3 Section 2 of
the Company's By-laws.
ANNUAL SHAREHOLDERS MEETING
In accordance with Article II Section 1 of the Company's By-laws, the annual
meeting of shareholders will be held on such date and at such time as
designated from time to time for the purpose or electing directors of the
corporation and to transact all business as may properly come before the
meeting on such other day as fixed by the Board of Directors.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Northern Empire Energy Corp.
(formerly known as Political Calls, Inc.)
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Registrant
November 17, 2008 By: /s/ David Gallagher
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David Gallagher
Outgoing Director & President
November 17, 2008 By: /s/ Jeffrey Cocks
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Jeffrey Cocks
Incoming Director & CEO
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