Subject: For the record- Oilex- might have a good claim to 400,000 shares or PWRX Date: Fri, Aug 28, 1998 03:45 EDT From: CALIFTALK Message-id: <1998082807453501.DAA21997@ladder03.news.aol.com>
On June 15, 1997 pursuant to Shareholder approval, the Issuer amended its articles of incorporation and changed its name from Oil Retrieval Systems to Titan Energy Corp., Inc. [See Exhibit 3.5]
On June 17, 1997 the Issuer acquired 100% of the issued and outstanding shares of Oil Seeps, Inc. (a Texas Corporation). Through this acquisition the Issuer obtained a Petroleum Exploration Concession (#ATP 615) in the State of Queensland, Australia, constituting a 12,904,618 acre block. Oil Seeps, Inc. was acquired for 400,000 shares of restricted common stock. [See Exhibit 10.3] (NOTE ) the seller not disclosed in this 10K report was Phoenix Resources. Phoenix Resources (Burditt) transferred cash from the bank account of Oilex Inc. received from the convertible debenture holders of Oilex into the bank account of Phoenix Resources. This transfer was not approved by the board of Oilex.
Phoenix Resources paid $125,000 cash to purchase Oil Seeps, Inc from the same party who received 2,250,000 shares of Oilex shares to transfer the Australian royalties to Oilex. Now Burditt either used cash belonging to Oilex (or took advantage for himself of this corporate opportunity that belonged to Oilex) to profit personally by selling for stock of PWRX valued at $400,000 plus as was expected he deducted and held for himself and Timmins a 4% over ride without disclosing this fact to the shareholders of Oilex in the 10K or 10Q reports. In addition he took fully trading shares of Titan (now called PWRX) that had been purchased with $200,000 of Oilex cash (at high prices) and exchanged the trading shares for restricted shares. The restricted shares are in this brokers account that we "found" and we have now removed Burditt as a signer on the account. This account was in the name of Oilex but had been controlled by Burditt.
Thus Burditt helped himself to the trading stock and replaced it with restricted stock. Thus Burditt took away the corporate profit opportunity. Thus Burditt made a hidden profit on the Oil Seeps transaction. Thus Burditt helped himself to cash in the Oilex bank account to fund his activities. Thus Burditt took for himself (and gave a piece to Timmins) 4 % over rides on this transaction with the Oil Seeps property.
All this was done without notice or disclosure. Does Oilex have the right to have the return of its cash or ownership of the 400,000 PWRX shares? and/ or the rights to the 4 % over rides? |