UNITED STATES
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 (Date of earliest event reported): August 19, 2014
Virtus Oil & Gas Corp.
(Exact Name of Registrant as Specified in its Charter)
______________________________________________________________________________
| Nevada | 000-54526 | 46-0524121 |
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1517 San Jacinto Street, Houston, Texas 77002
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 806-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
In this Current Report on Form 8-K, references to the “Company,” “Virtus,” “we,” “us,” and “our” refer to VIRTUS OIL & GAS CORP.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 8-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in the industries in which we may participate and competition within our chosen industry. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to publicly announce revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
Item 2.01. Completion of Acquisition or Disposition of Assets
On August 19, 2014, Virtus Oil & Gas Corp. completed the acquisition of oil and gas leases covering approximately 36,787 acres in Iron County, Utah (the “Leases”) pursuant to a purchase agreement with Tidewater Oil & Gas Company, LLC (“Tidewater”). The subject acreage is located in an area known as the Parowan Prospect in the Central Utah Overthrust region of southwestern Utah. Virtus has an 87.5% working interest and an 80% net revenue interest in the Leases.
The aggregate purchase price of the Leases was $290,000. Virtus made the final payment of the purchase price on August 1, 2014, and thereafter the Company and Tidewater subsequently prepared and executed the appropriate assignments and other forms required by the U.S. Bureau of Land Management (the “BLM”) and the county clerk to reflect the assignment of the Leases from Tidewater to Virtus. On August 19, 2014, the lease purchase was consummated by the submission of executed assignments of the Leases with the Iron County Clerk and the BLM and the payment of all recording fees.
The entry into the purchase agreement with Tidewater was previously reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on January 31, 2013.
FORM 10 DISCLOSURE
Item 2.01(f) of Form 8-K provides that if the registrant was a shell company immediately before the completion of the type of transaction described above, the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10.
Item 1. Business
See the information contained in Part I, Item 1 of the Company’s Annual Report on Form 10-K filed on March 11, 2014, which is incorporated herein by this reference.
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Tidewater Amendment
On May 6, 2014, Virtus entered into the First Amendment to Letter Agreement (the “Tidewater Amendment”) with Tidewater, which amends the letter agreement dated November 14, 2013 between the Company and Tidewater (the “Tidewater Agreement”). Pursuant to the Tidewater Agreement, the Company was required to drill an initial 12,000 foot vertical test well in the Jurassic-Navajo, Permian-Kaibab formation on the Leases no later than February 3, 2015. The Tidewater Amendment modified the Tidewater Agreement by postponing the deadline to drill the initial test well to September 1, 2015. This was done in an effort to give the Company more time to drill and acquire additional seismic data to delineate additional structural elements.
The entry into the Tidewater Amendment was previously reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 12, 2014.
TJBB Agreement
On May 6, 2014, the Company entered into a letter agreement (the “TJBB Agreement”) with Tom Johnson and Bill Berryman (“TJBB”), pursuant to which the Company agreed to purchase an 87.5% working interest in oil and gas leases covering approximately 18,690.50 acres in Iron County, Utah. The subject acreage is located in an area known as the Parowan Prospect, along the same structure where the leases covered by the Tidewater Agreement are located. TJBB have agreed to deliver the leases to the Company with an 80% net revenue interest. TJBB will retain a 12.5% working interest in the leases, although the Company has agreed to pay 100% of the cost of drilling and completing the 12,000 foot vertical test well in the Jurassic-Navajo, Permian-Kaibab formation by September 1, 2015. The Company’s requirement to drill the initial test well is contained in both the Tidewater Agreement and the TJBB Agreement, and by drilling one well in the noted formation, the Company will have satisfied its initial test well drilling obligation under each agreement.
The purchase price for the TJBB leases is $168,215 and is payable by the Company as follows: $43,000 on or before May 16, 2014, $50,215 on or before July 10, 2014 (as extended by TJBB from June 30, 2014) and $75,000 on or before September 28, 2014. [The Company has made all schedule payments due prior to the date of this Report.] However, the TJBB leases will not be transferred to the Company until the purchase price has been paid in full. After the final payment has been made under the TJBB Agreement, the Company will have an 87.5% working interest in oil and gas leases covering a total of 55,477.50 acres along the Parowan Prospect. The Company has also agreed to assume its proportionate share of all rental payments due on the TJBB leases. If the Company fails to pay timely any rental payment, it will lose its interest in the underlying lease. Additionally, if the Company fails to drill and complete the initial test well in the Jurassic-Navajo, Permian-Kaibab formation by September 1, 2015, the Company will forfeit its interest in the leases covered by both the TJBB Agreement and the Tidewater Agreement.
The entry into the TJBB Agreement was previously reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on May 12, 2014.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this Item.
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Item 2. Financial Information
See the information contained in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of the Annual Report and in Part I, Item 2, of the Company’s Quarterly Report on Form 10-Q filed on July 15, 2014, which is incorporated herein by this reference.
Item 3. Properties
Our principal administrative office is located at 1517 San Jacinto Street, Houston, Texas 77002.
On August 19, 2014, we completed the acquisition of oil and gas leases covering approximately 36,787 acres in Iron County, Utah pursuant to a purchase agreement with Tidewater. The subject acreage is located in an area known as the Parowan Prospect in the Central Utah Overthrust region of southwestern Utah. We have an 87.5% working interest and an 80% net revenue interest in the Leases. We made the final $10,000 payment due for the Leases on August 1, 2014, and on August 19, 2014, an assignment of the Leases was filed with the Iron County Clerk.
Item 4. Security Ownership of Certain Beneficial Owners and Management
On June 20, 2014, Daniel M. Ferris (“Ferris”) and Rupert Ireland (“Ireland”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), which provided for the sale by Ferris to Ireland of 28,000,000 shares of Common Stock, $0.001 par value (“Common Stock”), of the Company (the “Shares”) for a purchase price of $2,000,000. The transfer of the Shares to Ireland was effective on June 26, 2014. Upon his acquisition of the Shares, Ireland became the holder of a majority (approximately 57.4% at the time of the sale) of the outstanding shares of Common Stock of the Company, which was sufficient ownership to give him the power to elect all of the members of our Board of Directors. Ferris owned no shares of Common Stock immediately after giving effect to the sale of the Shares to Ireland.
Ireland paid an aggregate $2,000,000 in consideration for the Shares purchased under the terms of the Purchase Agreement, with $180,000 being paid at closing and the remainder being paid by Ireland issuing a promissory note in the original principal amount of $1,820,000. The promissory note bears interest at a per annum rate of 5.0%, is due and payable in full on June 26, 2016, and may be prepaid at Ireland’s discretion at any time prior to maturity.
Prior to the transactions contemplated by the Purchase Agreement, Ferris was the sole director of the Company, and Ireland was the President, Chief Executive Officer, Secretary and Treasurer of the Company. In connection with the Purchase Agreement, Ferris resigned from his position as the sole director of the Company and appointed Ireland as the sole director of the Company to fill the vacancy created by Ferris’ departure. Ferris tendered his resignation on June 26, 2014, but his resignation and the appointment of Ireland was not effective until July 11, 2014, which was 10 days after an Information Statement on Schedule 14F-1 was filed with the Securities and Exchange Commission (the “SEC”) and transmitted our stockholders of record. Ireland will serve as a director until the next annual meeting of the stockholders and the election and qualification of his successors, or his earlier resignation or removal.
The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of the date of this filing by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities; (ii) each of our directors; (iii) each of our named executive officers; and (iv) officers and directors as a group. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown.
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Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership(1) |
Percent of Class(2) |
|
Directors And Executive Officers After Closing
| ||
|
Rupert Ireland Sole Director, Chief Executive Officer, President, Secretary and Treasurer |
28,000,000 | 56.3% |
| All directors and officers as a group | 28,000,000 | 56.3% |
| 5% Stockholders | ||
|
Rupert Ireland 1515 7th Street, Suite 59 Santa Monica, CA 90401 |
28,000,000
|
56.3%
|
| (1) |
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of the Company’s stock. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.
|
| (2) | Based on there being 49,708,511 shares of Common Stock issued and outstanding on August 19, 2014. |
Item 5. Directors and Executive Officers
In connection with the Purchase Agreement, Ferris resigned from his position as the sole director of the Company and appointed Ireland as the sole director of the Company to fill the vacancy created by Ferris’ departure. Although Ferris delivered a letter of resignation on June 26, 2014, his resignation and the appointment of Ireland as his successor was made effective July 11, 2014, which was 10 days after the Information Statement was filed with the SEC and transmitted to our stockholders. Ferris’ resignation was in connection with the transactions contemplated by the Purchase Agreement, and was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
The current directors and officers of the Company are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board of Directors are filled by a majority vote of the remaining directors. The officers serve at the will of our Board of Directors.
| Name | Age | Positions Held | ||
| Rupert Ireland | 36 | Sole Director, Chief Executive Officer, President, Secretary and Treasurer | ||
| Steven M. Plumb, CPA | 54 | Chief Financial Officer |
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Background of Officer and Directors
Set forth below are the names of our directors and officers, all positions and offices held, the period during which they have served as such, and the business experience during at least the last five years:
Rupert Ireland
Ireland, age 36, has been the Chief Executive Officer, President, Secretary and Treasurer of the Company since May 13, 2014. Ireland previously served as the Head of Trading at CARAX, a brokerage firm that focuses on high volume execution in cash equities and derivatives trading. Ireland was a sales trader from 2010 to 2014 in the international offices of CARAX. From 2009 to 2010, Ireland was a sales trader at the brokerage firm, OCM Capital Markets. Ireland began his career in the financial services industry in 2003 by working in the marketing and public relations department of City Index, a brokerage firm that offers online financial spread betting, foreign exchange and Contract for Difference (CFD) trading. Ireland later joined the equities trading desk of City Index, where he traded oil and gas futures and CFDs. Ireland received his bachelor’s degree in business from the University of Newcastle.
Steven M. Plumb
Steven M. Plumb, CPA (“Plumb”), age 54, is a certified public accountant licensed in the State of Texas. Plumb is the President of Clear Financial, an accounting and consulting firm based in Houston, Texas. Plumb has over 25 years of experience in accounting, operations, finance and marketing. Prior to forming Clear Financial in 2001, Plumb was the Chief Financial Officer of ADVENTRX Pharmaceuticals Inc. He also held various roles with the “Big 4” accounting firms and was the Chief Financial Officer for DePelchin Children’s Center, a Houston-based nonprofit organization that offers mental health, foster care and adoption services in Texas. Plumb earned his Bachelor’s Degree in Business Administration in Accounting from the University of Texas at Austin in 1981.
Employment Agreements
Rupert Ireland
On May 13, 2014, the Company entered into an Employment Agreement with Ireland regarding his appointment as President and Chief Executive Officer of the Company. Pursuant to his Employment Agreement, Ireland will be paid a base salary of $120,000 per year and a signing bonus of $5,000. Ireland will also be entitled to receive up to 3,000,000 shares of Common Stock to be issued in increments of 1,000,000 shares on May 13 in 2015, 2016 and 2017. The Employment Agreement has an initial term of three years and will automatically renew for successive one-year periods until earlier terminated. The Employment Agreement may be terminated (i) at any time by the Company for “cause,” (ii) upon no less than 60 days’ written notice by either party for any reason, or (iii) upon no less than 30 days’ written notice by either party at the end of the original 3-year term or any renewal term. The Employment Agreement also terminates immediately upon Ireland’s death or disability. If Ireland’s employment is terminated for “cause” by the Company, or if he voluntarily resigns, then he will forfeit any shares of Common Stock that have not yet been issued as of the date of termination or resignation. If Ireland’s employment is terminated for any other reason, he will be entitled to receive the full 3,000,000 shares of Common Stock. The Employment Agreement defines “cause” as the willful and continued failure by Ireland to perform his duties, the conviction of a felony, or any other material conduct that is contrary to the best interests of the Company or adversely affects the reputation of the Company.
We currently have no formal plan for compensating our directors for their services in their capacity as directors. Accordingly, Ireland, our sole director, is not compensated for his role as a director.
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Steven M. Plumb
On August 1, 2013, the Company entered into an engagement letter with Clear Financial Solutions, Inc., a Texas corporation (“Clear Financial”). On December 5, 2013, the Company and Clear Financial entered into Amendment No.1 to Engagement Letter (as amended, the “Engagement Letter”). The entry into the Engagement Letter was previously reported in Item 1.01 of the Company’s Current Report on Form 8-K filed on December 6, 2013.
Under the Engagement Letter, Clear Financial will provide certain financial consulting services to the Company and Plumb will serve as the Chief Financial Officer of the Company. Clear Financial will, among other things, prepare and review the Company’s financial statements, oversee internal accounting controls and provide advice on generally accepted accounting principles. In addition, Plumb will execute the certifications required by Form 10-K and Form 10-Q pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 302 of the Sarbanes-Oxley Act of 2002. As compensation for the services provided, the Company will pay Clear Financial a fee of $4,500 per month and has agreed to issue up to 1,000,000 shares of Common Stock to Plumb. The Engagement Letter has an initial term of one year and will automatically renew for successive one-year periods until terminated by either party upon 60 days’ written notice prior to the end of the then current term.
To the best of our knowledge, none of our existing or incoming directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past 10 years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws (except where not subsequently dismissed without sanction or settlement), or from engaging in any type of business practice, or a finding of any violation of federal or state securities laws. To the best of our knowledge and except as set forth below, no petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of any of our directors or officers, or any partnership in which any of our directors or officers was a general partner at or within two years before the time of such filing, or any corporation or business association of which any of our directors or officers was an executive officer at or within two years before the time of such filing. None of our existing or incoming directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates that are required to be disclosed pursuant to Item 401 of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”).
Ireland is not an officer or director of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended. There are no family relationships among any of our existing or incoming officers and directors.
Item 6. Executive Compensation
See the information contained in Part III, Item 11, “Executive Compensation” of the Annual Report and in Item 5.02 of the Company’s Current Report on Form 8-K filed on July 1, 2014, which is incorporated herein by this reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence
See the information contained in Part III, Item 13, “Certain Relationships and Related Transactions, and Director Independence” of the Annual Report and in Item 5.02 of the Company’s Current Report on Form 8-K filed on July 1, 2014, which is incorporated herein by this reference.
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Item 8. Legal Proceedings
There is no pending or threatened litigation against the Company.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Common Stock
Since September 30, 2013, shares of our Common Stock have been quoted on the OTC QB under the symbol “VOIL” following the change of our corporate name to Virtus Oil & Gas Corp. From October 18, 2011, until September 30, 2013, our shares of Common Stock were quoted under the symbol “CURG”. The following table summarizes the high and low historical closing prices reported by the OTC QB Historical Data Service for the periods indicated. OTC QB quotations reflect inter-dealer prices, without retail mark-up, mark down or commissions, so those quotes may not represent actual transactions.
| High | Low | ||||||
| 2011 | |||||||
| Fourth Quarter 2011 | $ | 0.25 | $ | 0.25 | |||
| 2012 | |||||||
| First Quarter 2012 | $ | 0.25 | $ | 0.25 | |||
| Second Quarter 2012 | $ | 0.25 | $ | 0.25 | |||
| Third Quarter 2012 | $ | 0.25 | $ | 0.25 | |||
| Fourth Quarter 2013 | $ | 0.25 | $ | 0.25 | |||
| 2013 | |||||||
| First Quarter 2013 | $ | 0.25 | $ | 0.25 | |||
| Second Quarter 2013 | $ | 0.25 | $ | 0.25 | |||
| Third Quarter 2013 | $ | 0.80 | $ | 0.25 | |||
| Fourth Quarter 2013 | $ | 0.80 | $ | 0.80 | |||
| 2014 | |||||||
| First Quarter 2014 | $ | 0.80 | $ | 0.80 | |||
| Second Quarter 2014 | $ | 0.55 | $ | 1.40 | |||
| Third Quarter 2014 (Through August 19, 2014) | $ | 0.86 | $ | 1.74 | |||
Effective August 30, 2013, the shareholders of the Company approved (i) a forward stock split (the “Stock Split”) of the issued and outstanding shares of Common Stock in which each outstanding share of Common Stock would be exchanged for fourteen (14) new shares of Common Stock, and (ii) the change of the Company’s name to “Virtus Oil and Gas Corp.,” as reflected in the Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada on July 25, 2013 (as amended, the “Restated Articles”). The Restated Articles also increased the number of authorized shares of the Company’s Common Stock from 75,000,000 to 150,000,000.
As of August 19, 2014, there were approximately six record holders of our Common Stock and 49,708,511 shares of Common Stock outstanding, according to the books of our transfer agent. A number of shares are held in street name, so the Company believes that the number of beneficial owners is significantly higher.
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Dividends
There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
| 1. | we would not be able to pay our debts as they become due in the usual course of business; or | |
| 2. | our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. |
We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.
Equity Compensation Plans
We have no equity compensation program, including no stock option plan, and none are planned for the foreseeable future.
Warrants and Options
None.
Item 10. Recent Sales of Unregistered Securities
On July 19, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 150,000 shares of Common Stock to the investor for an aggregate purchase price of $50,000, or $0.3333 per share.
On August 20, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 150,000 shares of Common Stock to the investor for an aggregate purchase price of $50,000, or $0.3333 per share.
On October 7, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 300,000 shares of Common Stock to the investor for an aggregate purchase price of $100,000, or $0.3333 per share. On February 27, 2014 the Company issued 150,000 shares valued at $60,000 to the investor and on March 19, 2014 the Company issued the remaining 100,000 shares, valued at $40,000 to the investor.
On January 9, 2014, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 250,000 shares of Common Stock to the investor for an aggregate purchase price of $100,000, or $0.40 per share.
On February 6, 2014, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 250,000 shares of Common Stock to the investor for an aggregate purchase price of $100,000, or $0.40 per share. The proceeds were received, but the shares have not been issued and as of May 31, 2014 recorded as a stock payable. On March 19, 2014, the Company issued 100,000 shares valued at $40,000 to the investor. The remaining 150,000 shares, having a value of $60,000 are recorded as a stock payable at May 31, 2014.
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On February 27, 2014, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 250,000 shares of Common Stock to the investor for an aggregate purchase price of $100,000, or $0.40 per share.
On April 25, 2014, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 300,000 shares of Common Stock to the investor for an aggregate purchase price of $120,000, or $0.40 per share.
On May 27, 2014, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 250,000 shares of Common Stock to the investor for an aggregate purchase price of $100,000, or $0.40 per share.
On July 2, 2014, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 203,776 shares of Common Stock to the investor for an aggregate purchase price of $150,000, or $0.736 per share.
On July 21, 2014, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 154,735 shares of Common Stock to the investor for an aggregate purchase price of $150,000, or $0.969 per share.
All of the transactions listed above were issued in reliance on an exemption under Regulation S.
In addition to the private placements noted, on March 19, 2014, the Company issued 250,000 shares of its Common Stock to a consultant. The fair market value of the shares of Common Stock on the date of issuance was $200,000.
Item 11. Description of Registrant’s Securities to be Registered
See the information contained in the Company’s Form 8-A filed with the Commission on October 17, 2011, which is hereby incorporated by this reference.
Item 12. Indemnification of Directors and Officers
We may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the SEC, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.
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Item 13. Financial Statements and Supplementary Data
See the information in Part II, Item 8 of the Annual Report and Part I, Item 1, of the Company’s Quarterly Report on Form 10-Q filed on July 15, 2014, which is incorporated herein by this reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure.
Item 15. Financial Statements and Exhibits
None.
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SIGNATURE
Pursuant to 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.
| VIRTUS OIL & GAS CORP. | |
| Date: August 20, 2014 | By: /s/ Rupert Ireland |
| Rupert Ireland, President |
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