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NORTHAMERICAN ENERGY GROUP CORPORATION ISSUER INFORMATION AND DISCLOSURE STATEMENT PURSUANT TO RULE 15c2-11 (a)(5) June 30, 2005 All information contained in this Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of 15c2-11 (a}(5) promulgated by the Securities and Exchange Act of 1934, as amended. The enumerated items and captions herein correspond to the format as set forth in the Rule. Item 1. The exact name of the issuer and its predecessor (if any). Northamerican Energy Group Corporation, Formerly NuOasis Properties (the predecessor) Item 2. The address of its principal executive offices. 19748 Tomball Highway, Suite 104 Houston, Texas 77070 Mailing Address - PO Box 691172 Houston, TX 77269 Telephone: 281-895-8351 Facsimile: 281-895-8321 northamericanenergy.net Info@northamericanenergy.net Person responsible for issuer's investor relations: None Item 3. The state and date of incorporation, if it is a corporation. The issuer was organized under the corporate laws of the State of Nevada on March 17, 1997 as NuOasis Properties, Inc. The issuer changed its name to Northamerican Energy Group Corporation on March 21, 2005. Item 4. The exact title and class of the security. Northamerican Energy Group Corporation Voting Common Stock CUSIP number: 663462 10 9 Trading symbol: NNYG Series A Convertible Preferred (CUSIP-None - Trading Symbol-None)
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Item 5. The par or stated value of the securities. Common & Convertible Preferred $0.001 par value per share Item 6. The number of shares or total amount of the securities outstanding as of the end of the issuer's most recent fiscal year. A.1 Information as of most recent fiscal year (12/31/04) Authorized shares of Common Stock: 100,000,000 Shares issued: 671,953 Shares in the public float: 222 Number of shareholders: 4199 Authorized shares of Preferred Stock: 25,000,000 Shares issued: 300,000 Number of Shareholders: 1 A.2 Information as of most recent fiscal quarter (3/31/05) Authorized shares of Common Stock: 450,000,000 Shares issued: 671,953 Shares in the public float: 222 Number of shareholders: 4199 Authorized shares of Preferred Stock: 50,000,000 Shares issued: 300,000 Number of Shareholders: 2 The issuer also effectuated an increase in its authorized common stock from 100 million to 450 million authorized, and its authorized preferred shares from 25 million to 50 million, which became effective on March 21, 2005.
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A.3 Information as of the date of this disclosure statement (6/30/05) Authorized shares of Common Stock: 450,000,000 Shares issued: 25, 343,335 Shares in the public float: 4,050,115 Number of shareholders: 4217 Authorized Shares of Preferred Stock: 50,000,000 Shares issued: 300,000 Shares outstanding after conversion: 299,972.22 Shares in the public float: 0 Number of Shareholders: 2 Northamerican Energy Group Corporation approved a 1 to 2 reverse stock split of the NuOasis shares on March 18, 2005 to be effective in conjunction with the changing of the name from NuOasis Properties Inc. to Northamerican Energy Group Corporation. The actual effective date of the 1 to 2 reverse stock split was April 15, 2005, and that resulted in 337,335 shares of stock after the split. During the time period March, 31, 2005 to June 30, 2005, the issuer issued 25,006,000 additional shares of Common Stock pursuant to, and in conformity with a June 30, 1999 NuOasis Properties Inc. (the Predecessor) Board of Directors Amendment to the Articles of Incorporation and Board Resolution entitling the holder of shares of the Corporations Series A Convertible Preferred Stock to convert one (1) share of Convertible Preferred to nine hundred thousand (900,000) shares of the Common Stock. These 25,006,000 additional shares of Common Stock were issued as follows: 16,510,000 Restricted Shares to Principals, Directors and Affiliates. 286,000 Free Trading Shares to new stockholders. 8,210,000 Free Trading Shares Common Stock for services rendered to the following entities:
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Artesian Ventures, Inc. - Consulting Services 100,000 shares Robert Taylor CPA - Accounting Services 10,000 shares Pecan Tree Consulting, Inc. - Consulting Services 2,500,000 shares Green Acres Consulting, Inc. - Consulting Services 2,500,000 shares Brownstone Parke LLC - Consulting Services 1,000,000 shares Bent Tree Associates LP - Consulting Services 500,000 shares Michael Della Donna – Consulting Services 1,600,000 shares All Free Trading, and Restricted, Shares issued by the issuer were issued pursuant to Northamerican Energy corporate resolutions, and Attorney Opinion letters, on file with the PacWest Transfer, issuers transfer agent. B. Offerings: 1. As of the end of the most recent fiscal year: None 2. As of the date of this disclosure statement: None Item 7. The name and address of the transfer agent. PacWest Transfer LLC 17 Horner Street Warrenton, VA 20186 Telephone: 540-351-1603 PacWest Transfer LLC is registered with the Securities and Exchange Commission, which is the appropriate regulatory authority of the transfer agent. Item 8. The nature of the issuer's business. The company’s business focuses on acquiring low risk, mature oil and gas fields, and the recovery of their hydrocarbon reserves, with primary emphasis on the secondary recovery, production enhancement and developmental exploitation of the acquisitions. Northamerican’s focus is on creating value and income both for its stockholders and in cases where Northamerican determines that its overall interests are best served by offering outside participation in some of its acquisition, in a Master Limited Partnership, for its investor/partners.
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By utilizing advanced recovery technologies, along with sound engineering and a committed management team, Northamerican has developed a proven growth strategy of identification, acquisition and development of domestic hydrocarbon reserves thereby reducing U.S. dependence on foreign oil. A. Business Development. The issuer was organized under the corporate laws of the State of Nevada on March 17, 1997 as NuOasis Properties, Inc. The issuer changed its name to Northamerican Energy Group Corporation on March 21, 2005. On April 20th 2005, Northamerican Energy Group Corporation executed a stock purchase agreement between Narnia Investments, Inc. and Northamerican Energy Group, Inc., both private Nevada companies, whose stock was wholly owned by Jon Ginder, the current Chairman and Chief Executive Officer of Northamerican Energy Group Corporation for the purpose of acquiring the oil and gas lease property assets of both companies. The Company's ability to generate profits and accomplish its business strategy is dependent upon its ability to obtain additional financing. There can be no assurance that the Company will be able to obtain additional funding, and if available, that the funding will be obtained on terms favorable to, or affordable by, the Company. The Company's management is continuing to develop the Company's operations around its business plan while simultaneously exploring other funding options including private placements. 1. The issuer, Northamerican Energy Group Corporation is a Nevada corporation. 2. The issuer was organized under the corporate laws of the State of Nevada on March 17, 1997 as NuOasis Properties, Inc. The issuer changed its name to Northamerican Energy Group Corporation on March 21, 2005. 3. The issuer’s fiscal year end date is December 31st. 4. The issuer and/or any predecessor and has not been in bankruptcy, receivership, or any similar proceeding. 5. On March 17, 2005 Jon C. Ginder acquired on a fully converted basis 100,000 shares of Series A Convertible Preferred of the issued and outstanding stock of NuOasis Properties Inc., (NUOS), a publicly traded Nevada Corporation, which pursuant to an Agreement For The Purchase of Preferred Stock represented greater than 99% of the outstanding shares.
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6. The issuer has not defaulted on any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments. 7. The management of Northamerican Energy Group Corporation was appointed to the Board of Directors of NUOS and the current Board Members and Officers of NUOS resigned effective with the acquisition. 8. The Northamerican Board of directors approved a 1 to 2 reverse stock split on March 18, 2005 to be effective in conjunction with the changing of the name from NuOasis to Northamerican Energy Group Corporation. The actual effective pay date of the reverse was April 15, 2005. The Northamerican Board of Directors also effectuated an increase in its authorized common stock from 100 million to 450 million authorized, and its authorized preferred shares from 25 million to 50 million effective March 21, 2005. 9. There are no other past, pending or future dividends, stock splits, dividends, re-capitalization’s, mergers, spin-offs or reorganizations anticipated. 10. The Company’s securities have not been de-listed by any securities exchange or NASDAQ or deleted from the OTC Bulletin Board. 11. There are no current, past, pending, or threatened legal proceedings or administrative actions either by, or against, the issuer that could have a material effect on the issuers business, financial condition, or operations. B. Business of Issuer. The company’s business focuses on acquiring low risk, mature oil and gas fields, and the recovery of their hydrocarbon reserves, with primary emphasis on the secondary recovery, production enhancement and developmental exploitation of the acquisitions. Northamerican’s focus is on creating value and income both for its stockholders and in cases where Northamerican determines that its overall interests are best served by offering outside participation in some of its acquisition, in a Master Limited Partnership, for its investor/partners. By utilizing advanced recovery technologies, along with sound engineering and a committed management team, Northamerican has developed a proven growth strategy of identification, acquisition and development of domestic hydrocarbon reserves thereby reducing U.S. dependence on foreign oil.
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1. Primary SIC Code: 1311 Secondary SIC Code: 1381 2. The issuer is currently conducting operations. 3. The issuer has no parent company, subsidiaries, or affiliates. 4. The issuer does not anticipate any adverse effect from existing or probably governmental regulations of its business. 5. The issuer has spent no monies during each of the last two fiscal years on research and development activities. 6. The issuer does expect to incur any costs or effects resulting from compliance with federal, state, and local environmental laws. 7. Number of employees: 3 Number of full-time employees: 3 C. Investment Policies. 1. Investments in real estate or interests in real estate. None. 2. Investments in real estate mortgages. None. 3. Securities of or Interests in persons primarily engaged in real estate activities. None. Item 9. The nature of products or services rendered. 1. Principal products and services: Oil and gas production 2. Distribution methods of products and services: All production is sold to major oil and gas companies. 3. Status of any publicly announced new product or service: None 4. Competitive business conditions, the issuers competitive position in the industry, and methods of competition: All oil and gas is sold at monthly average posted prices.
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5. Sources and availability of raw materials and names of principal suppliers: Oil and gas are produced from the Companies oil and gas leases. Principal suppliers: Not applicable 6. Dependence on one or a few major customers: The company sells all oil and gas produced without any problems. 7. Patents, trademarks, licenses, franchises, royalty agreements or labor contracts, including their duration. The Company only has evergreen royalty interest override agreements from the holders of the mineral rights on each of the Companies leases. 8. The Company has no need for any government approval of principal products or services. (Also see attached executive summary). Item 10. The nature and extent of the issuer's facilities. The Company owns no facilities for which the book value amounts to 10% or more of the of the total assets of the issuer and currently offices at 19748 Tomball Highway, Suite 104, Houston, Texas 77070. The issuer incurs a $300.00 monthly lease expense at this time due to renew August of 2005. The issuer believes that the space is in good condition and is properly insured. Item 11. The name of the chief executive officer, members of the board of directors, as well as counsel, accountant and public relations consultant. A. Officers Directors and Advisors 1. Executive Officers Jon C. Ginder Chairman/CEO Gene Chew President 2. Directors (business addresses are in care of the issuer) Jon C. Ginder Gene Chew Travis Brunner
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Jon C. Ginder, Chairman/CEO Mr. Ginder, the Chairman and CEO of Northamerican Energy Group Corporation has in excess of thirty years experience in corporate management, including Senior Vice President & Regional Manager (1994-1999) of Northamerican Sureties, a private surety bonding company, Vice President & Division Manager of JWP Electronics (1991), a former Fortune 500 electronic/technical systems company, President and COO of Southern Coke and Chemical (1989-1991), a coke & chemical company formed in partnership with ABB International, a Fortune 100 international company, which was created to purchase Lone Star Steel’s coke & chemical plant, President & CEO of the a group of international construction services companies (1981-1989), Vice President and Group Operations Manager of a international industrial contracting firm (1967-1981). Recent interests include being a Director and the major stockholder in PC People, a software distributor implementation company. Gene Chew, President Mr. Chew’s background includes 28 years with British Petroleum (1959-1987), holding many senior positions, including his position upon retirement, Vice President Supply and Trading for the Western Hemisphere. Other positions held include Senior Vice President of Mitsubishi's wholly owned subsidiary, PetroDiamond (1987-1988), President of Gulf International Holding Company (1988-1989), President and Managing Director of Neste Trifinery Petroleum Services 1989-1998 and President of American International Refinery (1998-2004). Independent Consultant 2004-2005. In addition, he served as Chairman of the board of the Asphalt Institute which is comprised of the majority of the asphalt producers in the U.S. and Canada. He served on the Board of Directors of the National Petroleum Refiners Association for 9 years. Mr. Chew has 46 years in the oil industry and holds a B.S. degree in accounting and chemical engineering from Lehigh University. John Wilshusen, Director of Field Operations Northamerican Energy Group=s Mr. John Wilshusen, will manage all field operations. Mr. Wilshusen has a total of 55 years of oil field and management experience after graduating with a B.S. in Petroleum Engineering from Texas A&M University in 1950. Mr Wilshusen=s experience includes senior management experience as a Senior Vice President of a Division of Mitchell Energy (1980-1994), and 22 years of Field Engineering experience with Atlantic Richfield (1953-1975). Mr. Wilshusen acted as an Independent Consultant for various ouil and gas firms on a contract basis from 1994-2003. Mr. Wilshusen is also the
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former President of the Corpus Christi Chapter of SPE (Society of Petroleum Engineers) (1963-1964) Travis J. Brunner, Director Mr. Brunner furnishes Northamerican Energy Group with a wealth of experience, training and general expertise in the International Petroleum Industry, having functioned as the President of Apex Engineering Company 1994-2000), where he was responsible for business development innovative process design, for the off-shore oil and gas industry, as an Development Engineer for Conoco (1984-1994), where he reviewed projects for technical and commercial values prior to prototype construction. From 1950 thru 1983 Travis served in various positions with Halliburton, Ltd. He directed a multinational sales group in ten Far East countries as the Division General Manager for Engineering Technology Sales and Services, and a two year stint as the Senior Instructor of Engineering & Technology Sales and Services for Halliburton Energy Institute, where he provided sales and service training for multinational engineers. Travis has a BS in Mechanical Engineering from Tulane University, and MS from the University of Singapore, along with an EMBA in International Business from the University of Texas, Austin. Dwaine Immel, Company Advisor & Strategic Partner Dwain Immel’s background and experience includes acting as the President & CEO of Energy Acquisition Corporation (1996-present), Denver, Colorado, which was formed to consolidate all of the various oil and gas, pipe line and gas plant assets and companies owned and/or controlled by Mr. Immel, including Manistee Gas LLC, Michigan Production Company, West Shore Processing, Basin Pipeline. Mr. Immel is also currently the President and CEO of TM Corporation, which owns and operates two large tire shredding/recycling operations in Colorado. Prior to that he was President of Octavia Corporation (1987-1989), a private investment banking firm formed to provide project financing and financial advisory services to independent oil and gas and co-generation power companies. After graduating from the University of Montana with a degree in Accounting/Finance he was engaged in banking from 1975 thru 1986, which climaxed with a position as a Vice President of Crocker National Bank in San Francisco, managing the energy portfolio and project finance for oil and gas, mining and co-generation clients of the bank. He left Crocker as a result of their merger with Wells Fargo Bank to pursue direct investment opportunities in the oil and gas industry. Mr. Immel’s broad experience in project and corporate finance, project development and extensive industry contacts will allow the Company the ability to develop and implement a substantial range of Oil and Gas projects.
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3. General Partners Not applicable 4. Investment Banker None 5. Promoters None 6. Control Persons Jon C. Ginder Gene Chew Travis Brunner 7. Outside securities counsel Albert J. Rasch Albert Rasch & Associates PO Box 1109 Costa Mesa, CA 92628-1109 (714) 432-0794 Fax (714) 434-3790 Mr. Rasch does not own stock in the issuer. 8. Accountant or auditor None 9. Public Relations Consultant None 10. There are no advisors that assisted, advised, prepared; or provided information with respect to this disclosure statement. B. Legal/Disciplinary History None of the foregoing persons have, in the last five years, been the subject of: 1. a conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
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2. the entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person's involvement in any type of business, securities, commodities, or banking activities; 3. a finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or, 3. the entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person's involvement in any type of business or securities activities. C. Beneficial Owners The ownership of anyone known to the Issuer to own beneficially more than five percent (5%) of the outstanding common shares, and the beneficial ownership of the officers and directors: Jon C. Ginder - Business address c/o the issuer 10,000,000 shares Narnia Investments, Ltd. - PO Box 691172, Houston, TX 77069 5,000,000 shares Jon Ginder - Sole stockholder Corporate Services of Nevada, Carson City, NV – Resident Agent Gene Chew - Business address c/o the issuer 500,000 shares John Wilshusen – Business address c/o the issuer 500,000 shares Travis J. Brunner - Business address c/o the issuer 10,000 shares Dwaine Immel - Business address c/o the issuer -0- shares Pecan Tree Consulting, Inc. 3320 FM 359, Richmond, TX 2,500,000 shares Green Acres Consulting, Inc. 3320 FM 359, Richmond, TX 2,500,000 shares Michael Della Donna, 1958 Main Street, Sarasota, FL 1,600,000 shares D. Disclosure of Certain Relationships To the extent not otherwise disclosed in response to the forgoing the issuer knows of no relationships among and between the shareholders, the predecessor, and the issuer's present and prior officers and directors.
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Item 12. The Issuer's most recent balance sheet and profit and loss and retained earnings statement. Pursuant to the guidelines promulgated by the Pink Sheets, the issuer intends to comply with all interim reporting obligations, including without limitation, the posting of updated financial statements on a quarterly basis. The financial statements attached as Exhibit A are certified by the signing officer of the Company that they present fairly, In all material respects, the financial position, results of operations and cash flows for the periods presented, in conformity with accounting principles generally accepted in the United States, consistently applied. Item 13. Similar financial information for such part of the two preceding fiscal years as the issuer or its predecessor has been in existence. The company was non-operational for the two years proceeding the financial information included as Exhibit A therefore financial information for that company does not exist. Item 14. Whether any quotation is being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, or at the request of any promoter for the issuer, and if so, the name of such person, and the basis for any exemption under the federal securities laws for any sales of such securities on behalf of such person. Management of the Company is not aware of any quotation or quotations being submitted on behalf of the Company or any Director, Officer or Ten Percent (10%) shareholder of the Company. Item 15. Tradability Opinion Letter Issued By Counsel. See Exhibit “B”
INFORMATION AND DISCLOSURE STATEMENT The undersigned hereby certifies that the information herein is true end correct to the best of their knowledge and belief. NORTHAMERICAN ENERGY GROUP CORPORATION By: ____________________ Jon C. Ginder ` President/CEO COPIES OF THIS INFORMATION AND DISCLOSURE STATEMENT ARE AVAILABLE FROM THE ISSUER UPON REQUEST. 14
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Item 9 Northamerican Energy Group Corporation EXECUTIVE SUMMARY Northamerican Energy Group, Inc. was created to focus on acquiring low-risk, mature oil and natural gas fields, and the recovery of their hydrocarbon reserves, with primary emphasis on the secondary recovery, production enhancement and developmental exploitation of the acquisitions. Northamerican’s focus is on creating value and income both for its stockholders, and in cases where Northamerican determines that its overall interests are best served by offering outside participation in some of its acquisitions, in a Limited Partnership, for its investor/partners. By utilizing advanced recovery technologies, along with sound engineering and a committed management team, Northamerican has developed a proven growth strategy of identification, acquisition, and development of domestic hydrocarbon reserves, thereby reducing U.S. dependence on foreign oil. Northamerican’s key strategies are the: Utilization of innovative, cost-effective technologies to enhance production Use of modern technologies to reveal untapped reservoirs Focus on maximum development of existing fields in core areas The Company Northamerican Energy Group Corporation (the Company) was created on March 21st, 2005 as a result of the March 17th purchase of the majority of the outstanding stock of a publicly traded company known as NuOasis Properties, Inc. by Jon C. Ginder, Northamerican Energy Groups President and CEO. On March 21st, 2005 an asset and stock purchase agreement was entered into by Northamerican Energy Group Corporation with Mr. Ginder to buy the assets of Northamerican Energy Group, Inc., and the oil and gas leases in Pecos County, Texas owned by Narnia Investments Ltd.. Vision & Mission Looking further ahead, we envision the Company being one of the most profitable oil and gas niche companies in the industry and we plan to reach this goal within one year, by diligently pursuing our corporate mandate: To Maximize Northamerican’s Profitably and its Shareholder’s Values by Utilizing Modern, Innovative, Cost-Effective Technology, Materials and Equipment to Enhance the Production in its Acquisitions.
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Creating Investor Value Northamerican’s focus is on creating value for its stockholders by seeking to acquire prospects which have, proven oil and gas production and have been operating for many years. By acquiring the working interests, and leases, in proven low-risk fields the Company minimizes any risk by not "wildcatting or drilling dry-holes" in unproven fields, and by not incurring the expense of building major infrastructure to get the product to market. The Company structures its acquisitions and investments in oil and gas leases that will provide a minimum net annual Return On Investment of 50%, with anticipated net annual Return on Investment of better than 100% after workovers to enhance production are completed. All of our prospective acquisitions are thoroughly analyzed by the Company’s Management, Advisors and other outside Consultants prior to acquisition to assure our stockholders that the current production meets the mentioned criteria, and to assure management that there is a better than reasonable prospect that the production can be increased a minimum of 100%, thereby increasing and maximizing it’s distributable income to the Company. Finally our low-cost operations and low overhead structure allows us to maximize the income and revenue from each production lease. The Management Team The Management and its Board Members & Professional Advisors are uniquely qualified to manage the Company, and they will continue to seek the advice of outside consultants and professional advisors to assist in management decisions and other decisions requiring specialized competence. Jon C. Ginder, Chairman/CEO Mr. Ginder, the Chairman and CEO of Northamerican Energy Group Corporation has in excess of thirty years experience in corporate management, including Senior Vice President & Regional Manager (1994-1999) of Northamerican Sureties, a private surety bonding company, Vice President & Division Manager of JWP Electronics (1991), a former Fortune 500 electronic/technical systems company, President and COO of Southern Coke and Chemical (1989-1991), a coke & chemical company formed in partnership with ABB International, a Fortune 100 international company, which was created to purchase Lone Star Steel’s coke & chemical plant, President & CEO of the a group of international construction services companies (1981-1989), Vice President and Group Operations Manager of a international industrial contracting firm (1967-1981). Recent interests include being a Director and the major stockholder in PC People, a software distributor implementation company.
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Gene Chew, President Mr. Chew’s background includes 28 years with British Petroleum (1959-1987), holding many senior positions, including his position upon retirement, Vice President Supply and Trading for the Western Hemisphere. Other positions held include Senior Vice President of Mitsubishi's wholly owned subsidiary, PetroDiamond (1987-1988), President of Gulf International Holding Company (1988-1989), President and Managing Director of Neste Trifinery Petroleum Services 1989-1998 and President of American International Refinery (1998-2004). Independent Consultant 2004-2005. In addition, he served as Chairman of the board of the Asphalt Institute which is comprised of the majority of the asphalt producers in the U.S. and Canada. He served on the Board of Directors of the National Petroleum Refiners Association for 9 years. Mr. Chew has 46 years in the oil industry and holds a B.S. degree in accounting and chemical engineering from Lehigh University. John Wilshusen, Director of Field Operations Mr. John Wilshusen, will manage all field operations. Mr. Wilshusen has a total of 55 years of oil field and management experience after graduating with a B.S. in Petroleum Engineering from Texas A&M University in 1950. Mr Wilshusen=s experience includes senior management experience as a Senior Vice President of a Division of Mitchell Energy (1980-1994), and 22 years of Field Engineering experience with Atlantic Richfield (1953-1975). Mr. Wilshusen acted as an Independent Consultant for various ouil and gas firms on a contract basis from 1994-2003. Mr. Wilshusen is also the former President of the Corpus Christi Chapter of SPE (Society of Petroleum Engineers) (1963-1964) Board Members & Professional Advisors To help us make the best management, marketing and financial decisions, we will work closely with and take expert advice from Board Members & Company Advisors and Professional Consultants, as follows. Travis J. Brunner, Director Mr. Brunner furnishes Northamerican Energy Group with a wealth of experience, training and general expertise in the International Petroleum Industry, having functioned as the President of Apex Engineering Company 1994-2000), where he was responsible for business development innovative process design, for the off-shore oil and gas industry, as an Development Engineer for Conoco (1984-1994), where he reviewed projects for technical and commercial values prior to prototype construction. From 1950 thru 1983 Travis served in various positions with Halliburton, Ltd. He directed a multinational sales group in ten Far East countries as the Division General Manager for Engineering Technology Sales and Services, and a two year stint as the Senior Instructor of Engineering & Technology Sales and Services for Halliburton Energy Institute, where he provided sales and service training for multinational engineers. Travis has a BS in Mechanical Engineering from Tulane University, and MS from the
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University of Singapore, along with an EMBA in International Business from the University of Texas, Austin. Dwaine Immel, Company Advisor & Strategic Partner Dwain Immel’s background and experience includes acting as the President & CEO of Energy Acquisition Corporation (1996-present), Denver, Colorado, which was formed to consolidate all of the various oil and gas, pipe line and gas plant assets and companies owned and/or controlled by Mr. Immel, including Manistee Gas LLC, Michigan Production Company, West Shore Processing, Basin Pipeline. Mr. Immel is also currently the President and CEO of TM Corporation, which owns and operates two large tire shredding/recycling operations in Colorado. Prior to that he was President of Octavia Corporation (1987-1989), a private investment banking firm formed to provide project financing and financial advisory services to independent oil and gas and co-generation power companies. After graduating from the University of Montana with a degree in Accounting/Finance he was engaged in banking from 1975 thru 1986, which climaxed with a position as a Vice President of Crocker National Bank in San Francisco, managing the energy portfolio and project finance for oil and gas, mining and co-generation clients of the bank. He left Crocker as a result of their merger with Wells Fargo Bank to pursue direct investment opportunities in the oil and gas industry. Mr. Immel’s broad experience in project and corporate finance, project development and extensive industry contacts will allow the Company the ability to develop and implement a substantial range of Oil and Gas projects. Oil & Natural Gas Production Current Holdings The Production Leases the Company currently owns are located southwest of Midland, Texas in the Permian Basin, and pump oil and gas from the Yates formation, one of the largest fields ever discovered in the United States. The leases currently operating consist of twenty-six established wells and one water disposal well in Pecos County, Texas. Twelve of the twenty-six are currently operating, however it is the Company's intention to bring as many of the fourteen remaining wells back online as possible. Current average production on existing working wells from these leases is estimated at a total of twenty barrels a day. Two of the nine wells, currently not operating, are located in the Queen formation, a deeper production zone, a formation that promises to be a potentially rich source of oil. According to monthly well production statistics from the Texas Railroad Commission's Web site, other operators in the immediate area have produced over 20 bbls a day ($24,000 in monthly revenue based on $40 bbl oil) from recent wells established in that formation. It is the Company's intention to bring these two wells online in the several months after completion of the offering to capitalize on their strong revenue potential. The opportunity
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exists for Northamerican to also duplicate what other operators have achieved in the Queens formation and realize potential monthly revenues in the 20 bbl plus range per well. Bringing these additional deep wells online could give Northamerican Energy the opportunity to add a significant amount of additional revenue to add to the existing revenue stream generated by the current production of the Pecos Valley Fields. Possible Acquisitions Northamerican will specialize in acquiring additional oil and gas leases with proven reserves that have the potential for increasing oil and natural gas production utilizing New Technology and Production Stimulation Systems. Northamerican is currently under contract to purchase eight (8) fields containing 52 wells existing wells in Navarro County, Texas and the 13,000 acre Bell Creek shallow gas field with proven non-producing reserves in SE Montana. We are also in discussions with other Owner/Operators about acquiring additional existing Oil and Gas Production in, and around it’s current holdings in Pecos County, TX.
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EXHIBIT A NORTHAMERICAN ENERGY GROUP UNAUDITED INTERIM FINANCIAL STATEMENTS (PREPARED BY MANAGEMENT) MARCH 31, 2005
CERTIFICATION I, Jon C. Ginder, the Chairman & CEO of Northamerican Energy Group, hereby certify that the Financial Statements filed herewith, and any notes thereto, fairly present, in all material aspects, the financial position, results of operations and cash flows for the periods presented, in conformity with accounting principals generally accepted in the United States, consistently applied. Dated the March 31, 2005 NORTHAMERICAN ENERGY GROUP CORPORATION By: ____________________ Jon C. Ginder ` President/CEO 21
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NORTHAMERICAN ENERGY GROUP UNAUDITED BALANCE SHEET MARCH 31, 2005 ASSETS CURRENT ASSETS CASH IN BANKS $2538 ACCOUNTS RECEIVABLE 0 TOTAL CURRENT ASSETS 2538 PROPERTY & EQUIPMENT $154,642 At Cost - Net of Accumulated Depreciation TOTAL ASSETS $157,180 LIABILITY & STOCKHOLDERS EQUITY CURRENT LIABILITIES BANK LOAN #53635 63,138 BANK LOAN #52577 45,029 FEDERAL INCOME TAX PAYABLE 0 TOTAL CURRENT LIABILITIES 0 TOTAL LIABILITIES $108,167 SHAREHOLDERS EQUITY COMMON STOCK @ $.001 PAR VALUE 671,953 ISSUED $672 SERIES A CONVERTIBLE PREFERRED @.001 PAR VALUE 300,000 ISSUED 50,000 ADDITIONAL PAID IN CAPITAL 158,025 RETAINED EARNINGS (845) TOTAL STOCKHOLDERS EQUITY $158,152 TOTAL LIABILITIES AND STOCKHOLDER EQUITY $49,985 The Accompanying Notes are an Integral Part of These Statements
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NORTHAMERICAN ENERGY GROUP UNAUDITED STATEMENT OF INCOME & RETAINED EARNINGS PERIOD JANUARY 1, 2005 THRU MARCH 31, 2005 REVENUE SALES $8752 DIRECT OPERATING COSTS DIRECT LABOR 700 REPAIRS & MAINTENANCE 1269 SUPPLIES 604 UTILITIES 641 TOTAL DIRECT OPERATING COSTS $3214 OPERATING GROSS PROFIT $5538 ADMINISTRATIVE EXPENSE GENERAL & ADMINISTRATIVE $3000 DEPRECIATION & DEPLETION 3383 TOTAL ADMINISTRATIVE EXPENSE $6383 INCOME BEFORE TAXES (845) PROVISION FOR INCOME TAXES 0 NET INCOME (LOSS) $(845) RETAINED EARNINGS @ BEGINNING OF QUARTER 0 RETAINED EARNINGS @ END OF QUARTER $(845) The Accompanying Notes are an Integral Part of These Statements
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NORTHAMERICAN ENERGY GROUP UNAUDITED STATEMENT OF CASH FLOW PERIOD JANUARY 1, 2005 THRU MARCH 31, 2005 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME (LOSS) $(845) ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED (OR USED FOR) OPERATING ACTIVITIES DEPRECIATION & DEPLETION 3383 CASH FLOW PROVIDED BY OPERATIONS $2538 CASH FLOW FROM INVESTMENT ACTIVITIES EQUIPMENT $(58,025) OIL & GAS LEASES (100,000) $(158,025) CASH FLOW FROM FINANCING ACTIVITIES SALES OF COMMON STOCK $158,025 NET INCOME IN CASH $2,538 CASH AT BEGINNING OF PERIOD 0 CASH AT END OF PERIOD $2538 The Accompanying Notes are an Integral Part of These Statements
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NORTHAMERICAN ENERGY GROUP UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY MARCH 31, 2005 BALANCES 12/31/04 3/31/2005 COMMON STOCK @.001 PAR VALUE 671,953 SHARES 12/31/04 $672 671,953 SHARES 3/31/05 $672 PREFERRED STOCK @$.001 PAR VALUE 300,000 SHARES 12/31/04 300 300,000 SHARES 3/31/05 300 ADDITIONAL PAID IN CAPITAL 0 158,025 RETAINED EARNINGS 0 (845) BALANCE $972 $158,152 The Accompanying Notes are an Integral Part of These Statements
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NORTHAMERICAN ENERGY GROUP UNAUDITED NOTES TO FINANCIAL STATEMENTS PERIOD JANUARY 1, 2005 THRU MARCH 31, 2005 A ORGANIZATION Northamerican Energy Group, Inc. (Company) is a Nevada corporation formed on March 21, 2004. The Company engages in the development and production of oil and gas properties. Subsequent to these financials being prepared on April 20, 2005 Northamerican Energy Group Corporation executed stock purchase agreement between Northamerican Energy Group, Inc. and Narnia Investments, Inc. for the purpose of acquiring the oil and gas lease assets of both companies. B ACCOUNTING BASIS These statements were prepared following generally accepted accounting principals of the United States of America, consistently applied. C MANAGEMENT CERTIFICATION The Financial Statements herein are certified by the officers of the Company to present fairly, in all material aspects, the financial position, results of operations and cash flows for the periods presented, in conformity with generally accepted accounting principals accepted in the United States of America, consistently applied. D FISCAL YEAR The Company operates on a December 31, fiscal year end. E USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principals require management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. F OIL & GAS PROPERTIES The full cost method is used in accounting for oil and gas properties. Accordingly all costs associated with the acquisition, exploration and development of oil and gas reserves, including directly related overhead costs are capitalized. In addition depreciation on property and equipment used in oil and gas exploration and interest costs incurred with respect to financing oil and gas acquisitions, exploration, and development activities are capitalized in accordance with full cost accounting. All capitalized costs of proven oil and gas properties subject to amortization are being amortized on the percentage depletion method. G PROPERTY & EQUIPMENT These assets are recorded at cost. Depreciation is provided on the straight line basis over the estimated useful life of the asset.
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H EARNINGS PER SHARE The basic earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of shares of common shares during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares as of the first of the year for any potentially diluted debt or equity. I REVENUE RECOGNITION The Company recognizes revenue when products are delivered and paid for by the customers, or when services are performed and paid for. J PROVISION FOR INCOME TAXES The company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No 109, requires the use of an assets and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of the assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of the available evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The provision for income taxes is comprised of the net changes in deferred taxes less the valuation account plus the current taxes payable as shown in the chart below. For the period ending March 31, 2005 it is as follows: Net changes in Deferred Tax Benefit less valuation account $0 Current Taxes Payable $0 Net Provisions for Income Taxes $0 K CONCENTRATION OF CREDIT RISK The company’s cash accounts are maintained in highly liquid demand deposits, subject to little, if any, loss. Most of the Company’s receivables are from a major oil and gas company, and accordingly do not present a significant credit risk. A reserve for doubtful accounts is maintained when necessary for specific accounts which may ultimately be uncollectible.
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L THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS SFAS 148 - Accounting for Stock-Based Compensation & Transaction Disclosure Amends FASB 123 to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. SFAS 149 - Amendment of Statement 133 on Derivative Instruments and Hedging Activities This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS 150 - Financial Instruments with Characteristics of both Liabilities and Equity This Statement requires that such instruments be classified as liabilities in the balance sheet. SFAS 150 is effective for financial instruments entered into, or modified, after May 31, 2003. Interpretation of N0. 46 (FIN 45) Effective January 31, 2003, the Financial Accounting Standards Board requires certain variable interest entities to be considered by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a continuing financial interest, or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company has not invested in such activities and does not expect to in the foreseeable future. The adoption of these new Standards is not expected to have a material effect on the Company’s financial position, results, or operations, or cash flows.
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Exhibit B Tradability Opinion Letter
GB-ND
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