Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
NAMG > SEC Filings for NAMG > Form 8-K on 30-Nov-2012All Recent SEC Filings

Show all filings for NORTH AMERICAN OIL & GAS CORP.

Form 8-K for NORTH AMERICAN OIL & GAS CORP.


30-Nov-2012

Entry into a Material Definitive Agreement, Completion of Acquisit


Item 1.01 Entry into a Material Definitive Agreement

On November 20, 2012, North American Oil & Gas Corp. (formerly known as, "Calendar Dragon, Inc.") , a Nevada corporation (the "Company") entered into an Agreement and Plan of Merger Dated November 16, 2012 (the "Agreement and Plan of Merger"), by and among the Company, Lani Acquisition, LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company ("Lani Acquisition"), and Lani, LLC, a California limited liability company ("Lani").

Under the terms and conditions of the Agreement and Plan of Merger, the Company sold 24,300,000 shares of common stock of the Company in consideration for all the issued and outstanding limited liability company membership interests in Lani. Subsequent to the merger, on November 25, 2012, the Company offered and sold in a private offering 5,000,000 shares of common stock to East West Petroleum Corp., at an offering price of $0.10 per share for aggregate offering proceeds of $500,000. The effect of the issuances is that former Lani limited liability company membership interest holders now hold approximately 40.41% of the issued and outstanding shares of common stock of the Company, shareholders of the Company immediately prior to effect of the merger now hold approximately 51.26% of the issued and outstanding shares of common stock of the Company, and East West Petroleum Corp. now holds approximately 8.33% is the issued and outstanding shares of common stock of the Company. Separately, Lani Acquisition merged with Lani, with the effect that Lani is now a wholly-owned subsidiary of the Company. Articles of Merger, effecting the merger of Lani and Lani Acquisition under Nevada law, were filed with the Secretary of State of the State of Nevada on November 20, 2012, and the Certificate of Merger effecting the merger under California law, was filed with the Secretary of State of the State of California on November 20, 2012.


Lani was founded on June 20, 2011, in Ventura, California. Lani is an exploration stage oil and gas enterprise focused on the acquisition, stimulation, rehabilitation and asset improvement of small to medium sized manageable oil and gas fields throughout North America.



Item 2.01 Completion of Acquisition or Disposition of Assets

The information disclosed in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.01.

As described in Item 1.01 above, we completed the acquisition of Lani pursuant to the Agreement and Plan of Merger. The disclosures in Item 1.01 of this Form 8-K regarding the transactions contemplated by the Agreement and Plan of Merger are incorporated herein by reference in its entirety.

FORM 10 DISCLOSURE

The Company was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the completion of the transactions contemplated by the Agreement and Plan of Merger. Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if the Company was required to file a general form for registration of securities on Form 10 under the Exchange Act with respect to its common stock (which is the only class of the Company's securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the transactions contemplated by the Agreement and Plan of Merger ). The information provided below relates to the combined operations of the Company after the acquisition of Lani, except that information relating to periods prior to the date of the reverse acquisition only relate to Lani and its consolidated subsidiaries unless otherwise specifically indicated.

DESCRIPTION OF BUSINESS

Our Corporate History and Background

We were incorporated as Calendar Dragon, Inc. on July 22, 2008 in the State of Nevada. From inception until we completed our reverse acquisition of Lani, the Company was in the development stage of creating a new calendaring software application. On October 11, 2012, the Company filed an amendment to its Articles of Incorporation changing its name to North American Oil & Gas Corp. During that time, we had no revenue and our operations were limited to capital formation, organization, and development of our business plan and target customer market. As a result of the merger with Lani, on November 20, 2012, we ceased our prior operations and we are now a holding company and our wholly owned subsidiary engages in an exploration stage oil and gas enterprise focused on the acquisition, stimulation, rehabilitation and asset improvement of small to medium sized manageable oil and gas fields throughout North America.

Reverse Acquisition of Lani

Under the terms and conditions of the Agreement and Plan of Merger, the Company sold 24,300,000 shares of common stock of the Company in consideration for all the issued and outstanding limited liability company membership interests in Lani. Subsequent to the merger, on November 25, 2012, the Company offered and sold in a private offering 5,000,000 shares of common stock to East West Petroleum Corp., at an offering price of $0.10 per share for aggregate offering proceeds of $500,000. The effect of the issuances is that former Lani limited liability company membership interest holders now hold approximately 40.41% of the issued and outstanding shares of common stock of the Company, shareholders of the Company immediately prior to effect of the merger now hold approximately 51.26% of the issued and outstanding shares of common stock of the Company, and East West Petroleum Corp. now holds approximately 8.33% in the issued and outstanding shares of common stock of the Company. Separately, Lani Acquisition merged with Lani, with the effect that Lani is now a wholly-owned subsidiary of . . .



Item 3.03 Material Modification to Rights of Security Holders

Amendment to the Articles of Incorporation Creating "Blank Check" Preferred Stock.

On January 26, 2012 the Board of Directors, and on January 26, 2012, the majority of voting power held by our stockholders, approved the filing of an amendment to our Articles of Incorporation to authorize the creation of 25,000,000 shares, designated as our Preferred Stock (the "Amendment"). The Preferred Stock may be issued from time to time in one or more series by our Board of Directors. Our Board of Directors will be expressly authorized to provide, by resolution(s) duly adopted by it prior to issuance, for the creation of each such series and to fix the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to the shares of each such series of Preferred Stock.

Reasons for the Creation of "Blank Check" Preferred Stock

We believe that for us to successfully execute our business strategy we will need to raise investment capital and it may be preferable or necessary to issue preferred stock to investors. Preferred stock usually grants the holders certain preferential rights in voting, dividends, liquidation or other rights in preference over a company's common stock. Accordingly, in order to grant us the flexibility to issue our equity securities in the manner best suited for our Company, or as may be required by the capital markets, the Amendment will create 25,000,000 authorized shares of "blank check" Preferred Stock for us to issue.

The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by our Stockholders and the terms, rights and features of which are determined by our Board of Directors upon issuance. The authorization of such "blank check" Preferred Stock permits our Board of Directors to authorize and issue Preferred Stock from time to time in one or more series without seeking further action or vote of our Stockholders.

Principal Effects of the Creation of "Blank Check" Preferred Stock

Subject to the provisions of the Amendment and the limitations prescribed by law, our Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the Preferred Stock, in each case without any further action or vote by our stockholders. Our Board of Directors would be required to make any determination to issue shares of Preferred Stock based on its judgment as to what is in our best interests and the best interests of our stockholders. The Amendment will give our Board of Directors flexibility, without further stockholder action, to issue Preferred Stock on such terms and conditions as our Board of Directors deems to be in our best interests and the best interests of our stockholders.

The authorization of the "blank check" Preferred Stock will provide us with increased financial flexibility in meeting future capital requirements. It will allow Preferred Stock to be available for issuance from time to time and with such features as determined by our Board of Directors for any proper corporate purpose. It is anticipated that such purposes may include, without limitation, exchanging Preferred Stock for Common Stock, the issuance for cash as a means of obtaining capital for our use, or issuance as part or all of the consideration . . .



Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to a Subscription Agreement dated November 13, 2012, by and between the Company and Rishie Khangura, the Company offered and sold in a private offering 100,000 shares of common stock to Mr. Khangura, at an offering price of $0.001 per share for aggregate offering proceeds of $10. Mr. Khangura was appointed Treasurer of the Company on November 16, 2012.


Pursuant to a Subscription Agreement dated November 13, 2012, by and between the Company and Cosimo Damiano, the Company offered and sold in a private offering 700,000 shares of common stock to Mr. Damiano, at an offering price of $0.001 per share for aggregate offering proceeds of $70. The offering was made to a non-U.S. person, offshore of the U.S., with no directed selling efforts in the U.S., where offering restrictions were implemented in a transaction pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S of the Securities Act.

On November 20, 2012, at the closing of the Agreement and Plan of Merger, we issued an aggregate of 24,300,000 shares of our common stock to the three former limited liability company membership interest holders of Lani, and as a result Lani is now a wholly owned subsidiary of the Company. 8,100,000 shares of common stock was issued to ASPS Energy Investments Ltd., voting and investment control of which is held by Mr. Rosenthal, President and Chief Executive Officer, Secretary and Chairman of the Board of Directors of the Company, (ii) 8,100,000 shares of common stock was issued to Don Boyd, a director of the Company, and (iii) 8,100,000 shares of common stock was issued to Robert Hoar, an employee director of the Company. The Company offered and sold the shares in reliance on the exemption from registration pursuant to Section 4(2) of Securities Act of 1933, as amended.

Pursuant to a Subscription Agreement darted November 23, 2012, on November 25, 2012, the Company offered and sold 5,000,000 shares of common stock to East West Petroleum Corp., at an offering price of $0.10 per share for aggregate offering proceeds of $500,000. The offering was made to a non-U.S. person, offshore of the U.S., with no directed selling efforts in the U.S., where offering restrictions were implemented in a transaction pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S of the Securities Act.



Item 5.01 Changes in Control of Registrant.

Pursuant to the term and conditions of the Agreement and Plan of Merger, on November 16, 2012, Robert Rosenthal, Don Boyd and Cosimo Damiano were appointed to the Board of Directors, with Mr. Rosenthal being the Chairman of the Board of Directors. Bouwe Bekking resigned as President, Secretary and Treasurer of the Company on November 16, 2012, and on that same date the Board of Directors appointed Mr. Rosenthal as the Company's President and Chief Executive Officer, and Secretary, and appointed Rishie Khangura as the Company's Treasurer. Mr. Peterson and Ms. Almsteier are husband and wife.

Under the terms and conditions of the Agreement and Plan of Merger, the Company sold 24,300,000 shares of common stock of the Company in consideration for all the issued and outstanding limited liability company membership interests in Lani. Subsequent to the merger, on November 25, 2012, the Company offered and sold in a private offering 5,000,000 shares of common stock to East West Petroleum Corp., at an offering price of $0.10 per share for aggregate offering proceeds of $500,000. The effect of the issuances is that former Lani limited liability company membership interest holders now hold approximately 40.41% of the issued and outstanding shares of common stock of the Company, shareholders of the Company immediately prior to effect of the merger now hold approximately 51.26% of the issued and outstanding shares of common stock of the Company, and East West Petroleum Corp. now holds approximately 8.33% is the issued and outstanding shares of common stock of the Company.



Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment to Articles of Incorporation

On September 25, 2012 the Board of Directors and the majority of voting power held by our stockholders, approved an amendment to our Articles of Incorporation to (i) effect a change of our name from "Calendar Dragon, Inc." to "North American Oil & Gas Corp." (the "Name Change"), (ii) increase the number of shares of authorized common stock from 65,000,000 to 200,000,000, (iii) create 25,000,000 shares of "blank check" preferred stock, and (iv) to effect a forward split of all issued and outstanding shares of common stock, at a ratio of nineteen-for-one (19:1) (the "Forward Stock Split"). Under Rule 14c-2, promulgated pursuant to the Exchange Act, the Name Change and increase the number of shares of authorized common stock from 65,000,000 to 200,000,000, and the creation of 25,000,000 shares of "blank check" preferred stock and the Forward Stock Split became effective on October 11, 2012.


The Financial Industry Regulatory Authority, Inc. ("FINRA") effected the name change and the Forward Stock Split on November 16, 2012. FINRA will also assigned a new ticker symbol, "NAMG" for the Company's shares of common stock quoted on the Over-the-Counter Bulletin Board, which will take effect on or about December 6, 2012. The Company's ticker symbol until December 6, 2012 will be "CLDDD."

Under the laws of Nevada, (i) the Name Change, increase the number of shares of authorized common stock from 65,000,000 to 200,000,000, and creation of 25,000,000 shares of "blank check" preferred stock was effective on October 11, 2012, when the Secretary of State of the State of Nevada accepted for filing a Certificate of Amendment to the Company's Articles of Incorporation , and (ii) the Forward Stock Split became effective on October 12, 2012, when the Secretary of State of the State of Nevada accepted for filing a Certificate of Change, effecting the Forward Stock Split.

A description of an amendment to our Articles of Incorporation to effect the creation of "blank check" Preferred Stock contained in Item 3.03 of this Current Report on Form 8-K is incorporated herein by this reference.

Change in Fiscal Year

On November 29, 2012, the Board of Directors of the Company resolved to change the fiscal year end of the Company from November 30 to December 31. The Company will not file a transition report.



Item 5.06 Change in Shell Company Status

Reference is made to the disclosure set forth under Items 1.01 and 2.01 of this Form 8-K, which disclosure is incorporated herein by reference. On November 20, 2012, we entered into the Agreement and Plan of Merger. Articles of Merger, effecting the merger of Lani and Lani Acquisition under Nevada law, were filed with the Secretary of State of the State of Nevada on November 20, 2012, and the Certificate of Merger effecting the merger under California law, was filed with the Secretary of State of the State of California on November 20, 2012. As a result of the consummation of the transactions contemplated by the Agreement and Plan of Merger, Lani became our wholly-owned operating subsidiary and we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Filed herewith as Exhibit 99.1 to this Form 8-K and incorporated herein by reference are (i) Audited Financial Statements of Lani, LLC the period from June 20, 2011 (Inception) to December 31, 2011 and the eight month period ended August 31, 2012.

(b) Pro Forma Financial Information.

Filed herewith as Exhibit 99.2 to this Form 8-K and incorporated herein by reference are unaudited Pro Forma Condensed Combined Balance Sheets as of August 31, 2012.

(c) Shell Company Transactions.

Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.

(d) Exhibits:

Exhibit   Description
  2.1       Agreement and Plan of Merger Dated November 16, 2012, by and among
          North American Oil & Gas Corp., a Nevada corporation, Lani Acquisition,
          LLC, a Nevada limited liability company, and Lani, LLC, a California
          limited liability company


   2.2        Articles of Merger filed with Secretary of State of State of Nevada
   2.3        Certificate of Merger filed with Secretary of State of State of
            California
  3.1.1     Articles of Incorporation of Registrant (1)
  3.1.2       Certificate of Amendment to Articles of Incorporation of Registrant
  3.1.3       Certificate of Change of Registrant
  3.1.4     Bylaws of Registrant (1)
  10.1        Stock Redemption Agreement dated November 16, 2012, by and between
            Registrant and Bouwe Bekking
  10.2      Farm-in Agreement dated November 3, 2012 by and between Lani, LLC and
            Avere Energy Corp.*
  99.1        Audited Financial Statements of Lani, LLC the period from June 20,
            2011 (Inception) to December 31, 2011 and the eight month period ended
            August 31, 2012
  99.2        Unaudited Pro Forma Condensed Combined Balance Sheets as of August 31,
            2012

(1) Incorporated by reference to Registration Statement on Form S-1 (File No. 333-172896), filed with the Commission on February 10, 2012. *to be filed by amendment to this Form 8-K.

  Add NAMG to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for NAMG - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.