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Form 10-K Core Resource Management For: Dec 31

January 6, 2016 1:18 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549

FORM 10-K


(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014
OR

(   ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _____________

Commission File Number: 000-55010

Core Resource Management, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada   46-202998
(State or other jurisdiction of incorporation)   (I.R.S. Employer Identification No.)
 
3131 Camelback Road, Suite 211
Phoenix, AZ 85016
(Address of principal executive offices, including zip code)

(602) 314-3230
(Registrants telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes (X)           No ()

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes (X)     No ( )

Indicate by check mark whether the registrant is a “large accelerated filer”,  “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ( )       Accelerated filer   ( )             Non-accelerated filer   ( )            Smaller reporting company (X)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ( )   No (X)

As of December 31, 2014 (the last business day of the registrants most recently completed year-end) the aggregate market value of the voting and non-voting common stock of the registrant held by non-affiliates of the registrant was $15,936,171 (based upon the closing price of the registrant’s common stock as reported by the U.S. OTC Markets on December 31, 2014.)
 
At December 31, 2014 there were 12,162,855 shares of the registrants Common Stock outstanding.



 
 
 
 
 
TABLE OF CONTENTS
 
Item 1.
 
Business
1
       
Item 1A.
 
Risk Factors
4
       
Item 1B.
 
Unresolved Staff Comments
9
       
Item 2.
 
Properties
11
       
Item 3.
 
Legal Proceedings
12
       
Item 4.
 
Mine Safety Disclosures
14
       
Item 5.
 
Market Price of and Dividends on the Registrant's Common Equity
14
       
Item 6.
 
Selective Financial Data
15
       
Item 7.
 
Management's Discussion and Analysis and Results of Operations
15
       
Item 7A.
 
Quantitative and Qualitative Disclosure About Market Risk
20
       
Item 8.
 
Controls and Procedures
20
       
Item 9.
 
Financial Statements and Supplementary Data
23
       
Item 10.
 
Directors, Executive Officers and Corporate Governance
26
       
Item 11.
 
Executive and Director Compensation
29
       
Item 12.
 
Security Ownership of Certain Beneficial Owners and Management
30
       
Item 13.
 
Certain Relationships and Related Transactions
30
       
Item 14.
 
Principal Accounting Fees and Services
31
       
Item 15
 
Exhibits
32
       
SIGNATURES
 
34
 
 
 

 
 
EXPLANATORY NOTE

On September 20, 2012, an Exchange Agreement was executed between Clark Scott LLC and the company. The key provisions of the Exchange involved a 200 to 1 reverse split of the Company’s outstanding Common Stock, the outstanding Preferred Shares of the Company being surrendered, and the Company’s name and stock symbol would be changed.

On November 27, 2013, the Board of Directors approved an amendment to the Articles of Incorporation to reflect a change in par value from $.001 to $.0001.

On May 1, 2014 Company provided a supplement to its Senior Convertible Debenture holders providing a detailed summary of its operating risk and renewal of its commitments.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Registration Statement or in the documents incorporated by reference herein that are not descriptions of historical facts are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the descriptions of our plans to, and objectives for, future acquisitions and operations underlying such plans and objectives and other forward looking terminology such as “may”, “expects”, “believes”, “anticipates”, “intends”, “projects” or similar terms, variations of such terms or the negative of such terms. Forward –looking statements are based on management’s current expectations. Actual results could differ materially from those currently anticipated due to a number of factors, including those set forth under “Risk Factors” Section of this filing.

Forward-looking statements may include statements about our business strategy, reserves, technology, financial strategy, oil and natural gas realized prices, timing and amount of future production of oil and natural gas, the amount, nature and timing of capital expenditures, drilling of wells, competition and government regulations, marketing of oil and natural gas, property acquisitions, costs of developing our properties and conducting other operations, general economic conditions, uncertainty regarding our future operating results and plans, objectives, expectations and intentions contained in this report that are not historical.

We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any changes in our expectations or any changes in events, conditions or circumstances on which any such statement is based.

PART 1

ITEM 1 – BUSINESS

Unless the context otherwise requires, all references in this report to “Core” “our” and “we” refer to Core Resource Management, Inc.

Overview

Core Resource Management, Inc. (the “Company”) was formed in order to maximize cash flow and shareholder value by acquiring current oil and gas production via suitable Working and Royalty Interests in North American oil and gas production and fund those acquisitions through a combination of common equity and convertible notes. The Company may also, from time to time, acquire positions in publicly traded oil and gas companies when management believes it can trade those positions for current production. Management is confident in its ability to identify and fund acquisition prospects that meet its investment criteria.

The Company currently trades on the OTCQB Markets system under the symbol CRMI, but management’s goal is to move the company’s shares to the NYSE-AMEX within 48 months or upon the successful completion of a registered secondary offering, whichever occurs first.

Core is led by a management team and Board with extensive experience in managing and financing public companies and an Advisory Board whose members are knowledgeable in public and private oil and gas acquisition, management and financing.  The Company has access to independent oil and gas producers who, from time to time and for a variety of different reasons, will seek to divest some or all of their producing property assets. The Company currently has eight employees and, as a non-operator of its acquired interests, intends to maintain minimal overhead for the foreseeable future. Management believes that by acquiring producing properties and partnering with professional operators, it can keep the Company’s employment to ten or fewer employees.

 
1

 
 
Strategy

The investment thesis underpinning the Company involves management’s belief that (1) although short-term our supply has caused price deterioration,  the long-term trends for global oil and gas demand are bullish as the economies of Asia, South America and the Middle East continue to develop, (2) the United States has the potential to become the world’s largest oil and gas producer by 2020, overtaking both Saudi Arabia and Russia, (3) the United States and the Eurozone are experiencing much higher inflation than government indices suggests and that the pace of that inflation will likely increase significantly, and (4) the United States is between 3 and 5 years away from experiencing many of the maladies currently affecting the Eurozone. The Company’s management believes that assembling a portfolio of proven and producing oil and gas Working Interests and Royalty Interests is an attractive investment opportunity, and a cash flow portfolio tied to producing oil and gas reserves is an attractive alternative to fixed income or commodities futures. With this in mind, management has chosen to focus initially on maximizing its cash flow through the acquisition of suitable Working and Royalty Interests in domestic oil and gas production. The Company may, from time to time, employ modest tactical leverage, but will always seek to deleverage whenever the equity markets are attractive (5) With depressed oil prices, CRMI is currently focused on tight cost management for marshalling the current assets as well as diligently shopping for value plays within some of the most highly sought after regions of Texas, Kansas and Oklahoma. Management believes many companies in this sector has employed over leverage and will need to dispense of assets at a discount to market. Acquiring such assets could ultimately bring value to shareholders and will increase overall portfolio value for Company of Proven Reserves and Proven Underdeveloped Reserves.

Oil and Natural Gas Reserves

The information below is derived from a reserve report prepared by Ramsey Property Management LLC (“Ramsey”).  Copies of the summary reserve report are attached as an Exhibit to this Annual Report.  Ramsey is a well-known petroleum engineering company with experience and knowledge in the oil and gas industry. We believe our controls around the reserve estimates are sufficient for estimates and reporting.
 
 
To determine our estimated proved reserves, and as required by the SEC, we used the 12-month unweighted arithmetic average of the first-day-of-the-month price for the months of January 2014 through December 2014 calculated to be $6.31 per Mcf of natural gas and $91.09 per Bbl. of oil. These prices were held constant for the life of the properties and adjusted for the appropriate market differentials.
 
 
As of December 31, 2014, our proved crude oil and natural gas reserves are presented below by reserve category. All of our proved reserves are located within the United States.
 
   
Oil
(Bbl)
   
Natural Gas
(Mcf)
 
 Proved developed     151,451       63,237  
 Total proved     151,451       63,237  
 
Other Proved Developed Reserves

Based on January 31, 2014 Nitro reserve report provided by Ramsey, the Company’s proved developed non-producing reserves are:
 
   
Oil
(Bbl)
   
Natural Gas
(Mcf)
 
Proved developed non- producing     22,569       -  
Total proved developed non- producing     22,569       -  
 
The Company has proved undeveloped reserves but currently the Company has no engineering report to quantify the size of this reserve.
 
 
2

 
 
Net Production, Unit Prices and Costs
 
During the year ended December 31, 2014, we produced and sold 2,599 barrels of oil net to our interest at an average sale price of $81.72 per bbl and 453 Mcf of gas net to our interest at an average sale price of $2.36.  Our depletion expense was $127,193

Producing Wells

The following table sets forth the productive wells in which we owned an interest as of December 31, 2014. Productive wells consist of producing wells and wells capable of production, including wells awaiting pipeline connections or connection to production facilities. Wells that we complete in more than one producing horizon are counted as one well.
 
    Gross     Net  
 Oil     53       8  
 Natural gas     20       2  
 Total     73       10  
 
Oil and Gas Acreage
 
The following table sets forth our developed and undeveloped gross and net leasehold acreage as of December 31, 2014:
 
    Gross     Net  
Developed     2,120       575  
Proved developed non-producing     2,120       180  
Total     2,360       755  
 
Acquisitions
 
The Company completed a reverse triangular merger acquiring Nitro Petroleum, Inc. as of December 31, 2014. In addition, CRMI acquired certain well working interest by a Stock Consideration Purchase and Sale Agreement with Whitestone Resources Limited and Royal Petroleum as of December 31, 2014.

Our Corporate Information

Core Resource Management, Inc. incorporated in Nevada. Our principal executive offices are located at 3131 Camelback Road, Suite 211, Phoenix, Arizona 85016 and our primary telephone number is 602-314-3230. Our website address is www.coreresource.net. The information on, or that may be accessed through our website, is not incorporated by reference into this registration statement and should not be considered a part hereof.

Competition

The Company competes with major oil companies, numerous independents oil and gas producers, individual proprietors and investment companies of all types. Many of these competitors possess financial and personal resources substantially in excess of those which are available to the Company and the Company’s competitors may, therefore, be able to pay greater amounts for desirable oil and gas reserves than the Company’s own resources permit. The Company’s ability to generate revenue will depend on its ability to identify and acquire producing and proven oil and gas reserves and to manage its current assets in a cost effective way with vigilant oversight and risk management.

 
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Compliance with Government Regulation

The availability of a ready market for future oil and gas production from possible U.S. assets depends upon numerous factors beyond our control. These factors may include, amongst others, regulation of oil and natural gas production, regulations governing environmental quality and pollution control, and the effects of regulation on the amount of oil and natural gas available for sale, the availability of adequate pipeline and other transportation and processing facilities and the marketing of competitive fuels. These regulations generally are intended to prevent waste of oil and natural gas and control contamination of the environment.
 
We expect that our sales of crude oil and other hydrocarbon liquids from our future U.S.-based production will not be regulated and will be made at market prices. However, the price we would receive from the sale of these products may be affected by the cost of transporting the products to market via pipeline.

Environmental Regulations

Our U.S. assets are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentration of various substances that can be released into the environment in connection with drilling and production activities, limit or prohibit drilling activities on certain lands within wilderness, wetlands and other protected areas, require remedial measures to mitigate pollution from former operations, such as pit closure and plugging abandoned wells, and impose substantial liabilities for pollution resulting from production and drilling operations. Public interest in the protection of the environment has increased dramatically in recent years. The worldwide trend of more expansive and stricter environmental legislation and regulations applied to the oil and natural gas industry could continue, resulting in increased costs of doing business and consequently affecting profitability. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes more stringent and costly waste handling, disposal and cleanup requirements, our business and prospects could be adversely affected.

Employees

At December 31, 2014 we had eight full-time employees.  Some necessary services are performed by contracted parties.

ITEM 1A. RISK FACTORS

Business Challenges

In operating our business, we will face significant challenges. Our revenues, profitability and future growth depend significantly on (1) continued access to the capital markets for acquisition capital, (2) our ability to identify and acquire suitable producing properties, and (3) depreciated natural gas and crude oil prices. Prices received affect the amount of future cash flow available for capital expenditures and repayment of indebtedness and our ability to raise additional capital. Lower prices may also affect the amount of natural gas and oil that can be economically extracted from the fields in which we have interests. In addition, among the risks and uncertainties that face our business are the following:
 
●  
The oil and gas industry is highly competitive in all aspects.
 
●  
The price of oil will fluctuate, thus effecting out underlying profitability either positively or negatively.
 
●  
Our ability to become profitable is highly dependent on the continued availability of financing.
 
●  
We anticipate undergoing a period of significant growth and our failure to manage that growth could have an adverse impact on our business.
 
●  
Market prices for oil and gas are highly volatile and a prolonged bear market for the commodity could impact our ability to service the debt component of our capital structure.
 
●  
We are dependent on our Directors, officers and advisors for identifying suitable acquisition prospects and continued access to the capital markets.
 
 ●  
We are subject to a number of Local, State and Federal Regulations, and failure to observe such regulations could have an adverse impact on the Company.
 
●  
The majority of our common stock is held by pre-merger shareholders and insiders.
 
●  
Conflicts of interest between the Company and its officers and directors may impede the operational ability of the Company.
 
●  
The Company intends to issue more shares in possible mergers and acquisitions, which will result in substantial dilution.
 
●  
Integration of Company Assets and Management after Mergers is an aspect that could have a negative effect on operations and Risk Management.
 
 
4

 

Risks Related to Our Business

We are a development stage company with minimal revenues from operations to use for operating expenses or acquisitions. In operating our business, we will face significant challenges. Our revenues, profitability and future growth depend significantly on; (1) continued access to the capital markets for acquisition capital (2) our ability to identify and acquire suitable producing properties, and (3) natural gas and crude oil prices. Prices received affect the amount of future cash flow available for capital expenditures and repayment of indebtedness and our ability to raise additional capital. Lower prices may also affect the amount of natural gas and oil that can be economically extracted from the fields in which we have interests.

We anticipate only a modest increase in our overhead expenses regardless of the timing and pace of acquisitions. However, prior to operating break even, overhead expenses will have an adverse effect on our shareholder’s equity and working capital, which is currently being funded by capital. The longer it takes to achieve break even, the greater the adverse impact on shareholder equity and working capital.

Short History of Operations or Revenues

Although organized in 1999, the Company has had no operating history prior to 2013, and has only begun to receive revenues or earnings from operations. Prior to commencement of acquisitions in the second quarter of this year, the Company’s assets consisted mainly of invested capital in the form of cash. As of December 31, 2014 and 2013 the Company had generated revenues from operations of $261,858 and $81,084 respectively. The Company has sustained losses to date and will continue to incur expenses without corresponding revenues, at least until it begins to receive revenues associated with the oil and gas production interests it has begun acquiring sufficient to offset overhead.

The oil and gas industry is highly competitive.

The Company competes with major oil companies, numerous independents oil and gas producers, individual proprietors and investment companies of all types. Many of these competitors possess financial and personal resources substantially in excess of those which are available to the Company and the Company’s competitors may, therefore, be able to pay greater amounts for desirable oil and gas reserves than the Company’s own resources permit. The Company’s ability to generate revenue will depend on its ability to identify and acquire producing and proven oil and gas reserves and manage current assets.

Our ability to become profitable is highly dependent on the continued availability of financing.

We will require substantial capital resources to fund the acquisitions of producing reserves. Our ability to obtain adequate capital for our business model will depend on a variety of factors, including; (i) our ability to identify suitable acquisitions and the quality of those acquisitions, (ii) our ability to convey our value proposition to investors, (iii) our expertise in managing the acquired assets, (iv) our ability in managing the compliance and public reporting in an accurate and timely manner; and (v) our ability to properly Risk Manage those acquired assets.

We anticipate undergoing a period of significant growth and a loss of one of our key executives and/or our failure to manage that growth could harm our business.

We depend heavily on the services of Dennis W. Miller, our President, CFO Jeff Tregaskes, and Philip Nuciola, President of Capital Markets, to manage our business and raise the capital required to implement our strategy. The loss of one these individuals would have a serious adverse effect on our prospects.  Our anticipated growth will provide challenges to our organization and may challenge management, especially since our business plan involves an aggressive acquisition strategy, involving simultaneous activity on multiple production projects in multiple locations.

Market prices for oil and gas are highly volatile and a prolonged bear market for the commodity could impact our ability to service the debt component of our capital structure.

Depressed oil prices directly correlate to a decrease in gross revenue.  While oil prices are low, the ability to generate sufficient revenue from production to manage overhead costs will be in question.  It will be necessary to fund operations with other forms of funding including access to bank financing, capital markets, and direct investment.  If such sources become illiquid and commodity prices remain depressed, the likelihood of ceasing as a going concern would vastly increase.  In addition, we intend to utilize various types of leverage in order to complete acquisitions. Our ability to service the debt associated with that leverage is highly dependent on the cash flow associated with our acquired oil and gas production.  A sustained bear market for oil and gas prices would adversely impact our ability to service the debt component of the acquisition financing. Although we intend to use, what we believe is suitable leverage given foreseeable market conditions, there is no way to guarantee future commodity prices and it is clear that a sustained bear market could have a materially adverse impact on our business.
 
 
5

 
 
We are subject to a number of Local, State and Federal Regulations. Failure to observe such regulations could result in adverse consequences.

Although we do not anticipate becoming an operator/driller ourselves, the operations with respect to the oil and gas leases and wells in which we will hold interests are subject to federal, state and local laws and regulations relating to protection of natural resources and the environment, health and safety, waste management and transportation of waste and other materials. Liability under these laws and regulations could result in suspension of drilling activities, fines and penalties, expenditures for remediation, and liability for property damage and personal injuries. Sanctions for noncompliance with applicable environmental laws and regulations also may include assessment of administrative, civil and criminal penalties, revocation of permits and issuance of corrective action orders.

Laws protecting the environment generally have become more stringent over time and are expected to continue to do so, which could lead to material increases in costs for future environmental compliance and remediation. The modification or interpretation of existing laws or regulations, or the adoption of new laws or regulation could severely limit or curtail exploratory or developmental drilling for oil and gas.

Some environmental laws and regulations may impose strict liability, which means that in some situations, Core could be exposed to liability as a result of the operator’s conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior operators or other third parties. Clean up costs and other damages arising as a result of environmental laws and costs associated with changes in environmental laws and regulations could be substantial and could have a material adverse effect on our financial condition.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, We collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees, in our data centers and on our networks.

The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations, and damage our reputation, which could adversely affect our business/operating margins, revenues and competitive position. We maintain insurance coverage with Berkley Insurance Company, 475 Steamboat Road, Greenwich, CT 06830 but this insurance may not be sufficient to cover all of our losses from any future breaches of our systems.

Climate Change, Climate Change Regulations and Greenhouse Gas Effects May Adversely Impact our Operations and Markets.

There is growing concern from members of the scientific community and the general public that an increase in global average temperatures due to emissions of greenhouse gases (GHG) and other human activities have or will cause significant changes in weather patterns and increase the frequency and severity of natural disasters. Climate change, including the impact of global warming, creates physical and financial risk. Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in changes in precipitation and extreme weather events. Climate change could have a material adverse effect on our results of operations, financial condition, and liquidity. We utilize oil fracking as a way to increase oil production.  Most recently there has been proposed legislation regarding such practices and some restrictive measures could be implemented in the future.  If such measures are approved, this could lead to a slight reduction in overall production of the Company’s current holdings.   While not anticipated, such regulations may have a reach back effect that could necessitate payments for any damages.  There have been other drilling and transportation regulatory discussions that could limit the ability to transport and drill for oil and gas within the current cost effective framework.

 
6

 
 
We may become subject to legislation and regulation regarding climate change, and compliance with any new rules could be difficult and costly. Concerned parties, such as legislators and regulators, shareholders and non-governmental organizations, as well as companies in many business sectors, are considering ways to reduce GHG emissions. Foreign, federal, state and local regulatory and legislative bodies have proposed various legislative and regulatory measures relating to climate change, regulating GHG emissions and energy policies. If such legislation is enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations. Due to the uncertainty in the regulatory and legislative processes, as well as the scope of such requirements and initiatives, we cannot currently determine the effect such legislation and regulation may have on our operations.

We could face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of our operations on climate change.
 
Related to Reduction in Demand Due to Competition from Alternative Fuel Sources and Technological Advances
 
Fuel competes with other sources of energy, some of which are less costly on an equivalent energy basis. There are significant governmental incentives and consumer pressures to increase the use of alternative fuels in the US and abroad. A number of automotive, industrial and power generation manufacturers are developing more fuel efficient engines, hybrid engines and alternative clean power systems using fuel cells or clean burning gaseous fuels. The more successful these alternatives become as a result of governmental incentives or regulations, technological advances, consumer demand, improved pricing or otherwise, the greater the potential negative impact on pricing and demand for our products and services and accordingly, our profitability. In addition, federal, state, local and/or foreign governments may enact legislation or regulations that attempt to control or limit greenhouse gas (GHG) such as carbon dioxide. Such laws or regulations could impose costs tied to carbon emissions, operational requirements or restrictions, or additional charges to fund energy efficiency activities. They could also provide a cost advantage to alternative energy sources, result in other costs or requirements, such as costs associated with the adoption of new infrastructure and technology to respond to new mandates, or impose costs or restrictions on end users of fuel. For example, some of our customers in the transportation industry may be required to purchase allowances or offsets or incur other costs to comply with existing or future requirements relating to GHG. Finally, the focus on climate change could also negatively impact the reputation of fuel products or services such as those we offer. The occurrence of any of the foregoing events could put upward pressure on the cost of fuel relative to other energy sources, increase our costs and the prices we charge our customers, reduce the demand for our products, and therefore adversely affect our business, financial condition, results of operations and cash flows.

Technological advances and alternative fuel sources, such as electric, hybrid or battery powered motor vehicles, may adversely affect the demand for gasoline. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulations which promote the use of alternative fuel sources. A reduction in demand for our gasoline products could have an adverse effect on our financial condition, results of operations. In addition, higher prices could reduce the demand for gasoline and adversely impact our gasoline sales. A reduction in gasoline sales could have an adverse effect on our financial condition and results of operations.

Increased conservation and technological advances have adversely affected the demand for home heating oil and residual oil. Consumption of residual oil has steadily declined over the last three decades. We could face additional competition from alternative energy sources as a result of future government-mandated controls or regulation further promoting the use of cleaner fuels. End users who are dual-fuel users have the ability to switch between residual oil and natural gas. Other end users may elect to convert to natural gas. During a period of increasing residual oil prices relative to the prices of natural gas, dual-fuel customers may switch and other end users may convert to natural gas. During periods of increasing home heating oil prices relative to the price of natural gas, residential users of home heating oil may also convert to natural gas. Such switching or conversion could have an adverse effect on our financial condition and results of operations.

Other factors that may affect the demand for oil, gas and petrochemicals, and therefore impact our results, include technological improvements in energy efficiency; seasonal weather patterns, which affect the demand for energy associated with heating and cooling; increased competitiveness of alternative energy sources that have so far generally not been competitive with oil and gas without the benefit of government subsidies or mandates; and changes in technology or consumer preferences that alter fuel choices, such as toward alternative fueled vehicles.

 
7

 
 
Some of our competitors may have larger financial and other resources than ours. Competitive conditions may be affected by future legislation and regulations as the US develops new energy and climate-related policies. In addition, some of our competitors may have a competitive advantage when responding to factors that affect demand for oil and natural gas production, such as changing prices, domestic and foreign political conditions, weather conditions, the price and availability of alternative fuels, the proximity and capacity of natural gas pipelines and other transportation facilities, and overall economic conditions. We also face indirect competition from alternative energy sources, including wind, solar and electric power. We believe that our technological expertise, our exploration, land, drilling and production capabilities and the experience of our management generally enable us to compete effectively.

Risks Related to Our Common Stock

The Company has issued more shares in a merger or acquisition, which has resulted in dilution.

Our Certificate of Incorporation authorizes the issuance of a maximum of 100,000,000 shares of common stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected. During this reporting period, the Board of Directors have authorized and issued shares to acquire publically traded Nitro Petroleum, Inc. (OTCQB: NTRO) as well as various well working interests from Whitestone Resource Management Limited and Royal Petroleum, LLC. Nitro Petroleum was successfully acquired on December 17, 2014 and Whitestone Resource Management Limited and Royal Petroleum, LLC effective November 1, 2014. Issuance for both acquisitions was 2,007,737 shares of CRMI common stock.

Our existing shareholders and insiders have substantial control over us and could limit and influence the outcome of key transactions, including changes of control.

Our current shareholders, if acting together, would be able to control or influence significantly all matters requiring approval by our shareholders, including the election of our directors and the approval of mergers or other significant corporate transactions. The concentration of ownership of our common stock may have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our shareholders of an opportunity to receive a premium for their common stock as part of a sale of our company and may affect the market price of our common stock. This significant concentration of stock ownership may adversely affect the trading price of our common stock due to investor perception that conflicts of interest may exist or arise.  Further due to the lack of trading volume, and stock transaction will have a more pronounced effect on the market trend of our stock.

Our common stock has not been widely traded and the price of our common stock may fluctuate substantially.

Prior to this registration, there has been a limited public market for shares of our common stock, with limited trading relating to the common stock referred to as the “public float”. An active public trading market may not develop following the effective date of this registration statement or, if developed, may not be sustained. The market price of our common stock following this registration, and any possible subsequent listing on the NYSE-AMEX or other securities exchange, if and when we are successful in doing so, will be affected by a number of factors, including those discussed above.

BOD pricing of common stock could be heavily effected by small volume selling

Due to the fact CRMI stock is thinly traded, small amounts of selling volume could significantly affect the market price in a negative trend. Further if volumes of trading in Company were to increase the thinly traded nature will increase volatility as volume increases.

Future sales of our common stock by existing shareholders could cause our stock price to decline.

If our existing shareholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that our shareholders might sell shares of our common stock could also depress the market price of our common stock.

 
8

 
 
We do not expect to pay dividends in the foreseeable future, and any return on investment may be limited to the value of our common stock.

We do not anticipate paying dividends on our common stock in the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition, opportunities to invest in the growth of our business and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on investment will occur only if our stock price increases.

Risks Relating to the Financial Markets

We are highly dependent on access to capital to fund acquisitions.

We will rely on access to the credit and capital markets to finance our acquisitions. Access to these markets may be adversely affected by factors beyond our control, including volatility in securities trading markets, turmoil in the financial services industry and general economic conditions.

Market disruptions such as those experienced in the United States in 2007 and 2008 may adversely affect our ability to access sources of liquidity upon which we will rely to finance acquisitions and satisfy obligations as they become due. These disruptions may include unprecedented volatility in the markets where our securities propose to trade following completion of this registration statement, including substantial uncertainty surrounding lending institutions with which we may do business. In addition, if we are unable to access capital at competitive rates, our collective ability to finance our acquisitions and implement our business strategy could be adversely affected.

Without such access to capital markets, the Company would be directly reliant on direct investment.  If such sources become illiquid or unwilling to finance operations, the going concern of the business would be in serious question.

Summary

With depressed commodity prices and oversupply of oil, the ability to remain a going concern will rely heavily on our access to the Capital markets and direct investment.  We believe the best approach is to cut costs at every opportunity, diligently manage assets with quantitative analytical evaluation in order to determine the viability to keep wells open or to cap them until commodity prices rebound.  Further, we believe alternative funding sources through direct investment are important to reach a higher degree of success. If we are able to maintain operations at the current rate it is our strong belief that there will be many opportunities to purchase severely distressed assets in the market place.

While we believe the mergers and acquisitions of assets obtained last year were in the best interest of the Company, the immediate decrease in oil prices after these acquisitions caused challenges to the integration of the Companies.  Yet, we believe the purchase price of such assets were at a value that will create a large long term benefit to shareholders.  If we are able to maintain operations at the current rate these assets will produce a windfall to investors.  Additionally, if Company viability becomes weakened, the assets will provide some protection for debt service and increase liquidation value.  Overall, adding these assets was a necessary step towards Company profitability.

We believe it is important to communicate our expectations to our shareholders. There may be events in the future, however, that we are unable to predict accurately or which we have no control. The risk factors listed above, as well as any cautionary language in this registration statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of the events described in the previous risk factors and elsewhere in this registration statement could negatively impact our business, cash flows, and results of operations, prospects, financial condition and stock price.  We welcome any further inquiries as to the state of our operations at any time, and will continue to file timely updates and make meaningful disclosers at the end of each quarter.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

There are currently no unresolved staff comments.

The Company responded during this fiscal year in order to resolve the following past comments:

 
9

 
 
On February 20, 2013, the Company received a letter from the Staff of the SEC's Division of Corporation Finance as part of its review of the Company's Form-10 filed on July 25, 2013, to register the Company's common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Company responded to the letter with the filing of an amendment to the Form-10 on October 29, 2013.

On November 6, 2013, the Company received a letter from the Staff of the SEC's Division of Corporation Finance as part of its review of the Company's October Form-10 filing.  The Staff provided comments on various matter involving oil and gas reserve disclosures, executive compensation and various general disclosure related item.

In November the Company had several correspondences with the Commission in order to appropriately answer these outstanding comments.  The Commission sited this response as a prerequisite in order to approve the merger transaction between Core and Nitro Petroleum.  On December 17, 2014, the commission was satisfied as to the response given and approved the filing of the informational statement that allowed the merger to be consummated.

After the merger was complete, Nitro Petroleum, Inc. was asked by the Commission to provide further details regarding its past accounting disclosures. The response from Nitro was sufficient to resolve the Commission’s comments.


 
10

 
 
ITEM 2 PROPERTIES

As of the date of this filing, the Company has completed the following acquisitions from the Nitro Petroleum, Inc. merger and well working interests from Whitestone Resource Management Limited and Royal Petroleum, LLC via Purchase and Sale Agreement:
 
 
 Well Name County State
Working Interest
Percentage
 Branch #1  Garvin  Oklahoma  54%
 Crown #3  Pott.  Oklahoma  93%
 Fuller #2  Garvin  Oklahoma  55%
 Fuller #3  Garvin  Oklahoma  53%
 Giant 1-21  Stephens  Oklahoma  51%
 Giant #2  Stephens  Oklahoma  26%
 Jessica 23A  Seminole  Oklahoma  50%
 Mason Burns 1 & 2
 Garvin  Oklahoma  55%
 Plummer #1  Garvin  Oklahoma  73%
 Quinlan #1  Pott.  Oklahoma  73%
 Quinlan #2  Pott.  Oklahoma  74%
 Quinlan #3  Pott.  Oklahoma  47%
 Theresa #1  Garvin  Oklahoma  100%
 Bobbie  Seminile  Oklahoma  84%
 Ward-McNeil  Garvin  Oklahoma  100%
 White 12-1  Pott.  Oklahoma  8%
 Boyd #15  Cooke  Texas  4%
 Craaig Munc #68  Cooke  Texas  8%
 228 Inglish 4  Cooke  Texas  8%
 255 Inglish 1  Cooke  Texas  8%
 447 Phillips 2  Cooke  Texas  4%
 255H Inglish 1-H  Cooke  Texas  8%
 Razorback #1  Kingfisher  Oklahoma  17%
 Mr. Bill  Noble  Oklahoma  10%
 
 
 
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Well Name County State
Working Interest
Percentage
Roach #1 SWD Garvin Oklahoma 71%
Weisner Heirs SWD Seminole Oklahoma 10%
Quinlan #4 SWD Pott Oklahoma 10%
Thompson 2-18 Pott Oklahoma 73%
Sharon Garvin Oklahoma 5%
Crown #2 Garvin Oklahoma 75%
Crown #1 Pott Oklahoma 93%
Weisner Heirs Seminole Oklahoma 10%
Kimberly 3 Garvin Oklahoma 55%
Plummer #2 Garvin Oklahoma 55%
Thompson 1-18 Garvin Oklahoma 18%
 
ITEM 3. LEGAL PROCEEDINGS.

Presently, there are six materials pending or recently adjudicated legal proceedings to which the Registrant is a party.  No other such proceedings are known to the Registrant to be threatened or contemplated against it.

Nitro Petroleum, Inc., v. Jean Robinson, Philip Don Robinson, Jr., OKTEX Oil, LLC, and OKTEX Operating, LLC.

On or about June 19, 2014 a legal action was brought by Nitro Petroleum against Jean Robinson.  Case No. CJ-2014-3499 in the District Court of Oklahoma County, styled Nitro Petroleum, Inc., v. Jean Robinson, Phillip Don Robinson, Jr., OKTEX Oil, LLC, and OKTEX Operating, LLC. This case was a fraudulent transfer action which was brought to partially recover the judgment which we obtained in favor of Nitro and was an extension of Case No. CJ-2013-20 in the District Court of Garvin County, Oklahoma. An agreed judgment was entered in Case No. CJ-2014-3499 which determined that the property known by the street address of 2700 N. Shadynook Way had been fraudulently transferred by the judgment debtor OKTEX Operating, LLC, to the owner’s mother, Jean Robinson, without consideration.  As part of a settlement agreement, the judgment debtor agreed to quitclaim the property known as 2700 N. Shadynook Way in exchange for partial satisfaction of the underlying judgment in the amount of $30,000.00.  

Mills Well Service, Inc. vs. Core Resource Management, Inc. and Nitro Petroleum, Inc.

On or about May 27, 2015, a legal action was brought by Mills Well Service, Inc. against Core Resource Management, Inc. and Nitro Petroleum, Inc. Mills Well Service, Inc. vs. Core Resource Management, Inc. and Nitro Petroleum, Inc. Case No. CJ-15-68 in the amount of $29,409.80 for services rendered plus attorney’s fees. Core is disputing such charges, due to the fact services were performed before the merger with Nitro was contemplated, and such accounts payable were never disclosed.  Core questions the validity of such invoiced amounts as it had no pre-merger record of some of the services invoiced.  Management estimates the total potential loss of such litigation to be approximately $35,000, and expects a settlement to be expedited.  Core’s management asserted as an affirmative defense that some such billable amounts did not relate to the assets acquired per merger and further that services were performed pre-merger (Merger agreement sets out that such pre-merger expenses not agreed to by Core Management are not the responsibility of Core and not disclosed as required within the Merger Agreement.

Kay Production Company vs. Core Resource Management, Inc., Core Resource Management Holding Company, Inc. and Nitro Petroleum, Inc.

On or about May 22, 2015, a legal action was brought by Kay Production Company against Core Resource Management, Inc., Core Resource Management Holding Company, Inc. and Nitro Petroleum, Inc. in the District Court for Seminole County, Oklahoma in the amount of $14,709 for services performed pre-merger for benefit of Nitro Petroleum, Inc. and some of its various subsidiaries not part of the merger agreement with Core.  Kay Production Company vs. Core Resource Management, Inc., Core Resource Management Holding Company, Inc. and Nitro Petroleum, Inc. CJ-2015-56.  Core’s management asserted some such billable amounts did not relate to the assets acquired per merger and further that services were performed pre-merger (Merger agreement sets out that such pre-merger expenses not agreed to by Core Management are not the responsibility of Core and not disclosed as required within the Merger Agreement.  On May 8, 2014, Core agreed to a settlement with plaintiff to pay Thirty Two Thousand Twenty Five Dollars and Seventy Five Cents ($32,025.75) over six months in order to fully pay and Management believes the potential costs of settlement and legal costs to be approximately Forty Thousand Dollars ($40,000) including legal and filing fees.
 
 
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Leroy 2000, LLC, v. Nitro Petroleum, Inc.

On or about October 3, 2014, a legal action was levied against Nitro Petroleum, Inc. in the District Court of Stephens County, Oklahoma.  Styled Leroy 2000, LLC., v. Nitro Petroleum, Inc., Case No. CV-2014-70R, in the District Court of Stephens County, Oklahoma.  This case is for an alleged failure by Nitro (pre-merger with Core) to timely pay royalties in the amount of approximately $69.55.  In addition, the plaintiff asserted claims for violation of the Production Revenue Services Act, the Plaintiff asserted claims for lease cancellation due to the alleged failure to timely pay royalties.  The plaintiff has agreed since to settle the case for $1,958.71 inclusive of Plaintiff’s costs and attorney fees.  Currently, Core has agreed to settle for the above amount. This non-payment allegation was for time the pre-dated the merger between Core and Nitro.  However, management feels such payment amount will outweigh any further litigation cost between parties and has agreed to pay $1,958.71 to settle all claims.

Marc J. Olivieri vs. Clarkscott, LLC, James D. Clark and Jane Doe Clark, Core Resource Management, Inc. f/l/a Direct Pet Health Holdings, Inc.; ABC Corporation 1-V; and John Does 1-X

On or about May 15, 2014 a legal action was levied against Company in the Superior Court of Arizona in and for the County of Maricopa. The claim is styled as Marc J. Olivieri  vs. ClarkScott, LLC, James D. Clark and Jane Doe Clark, Core Resource Management, Inc. f/l/a Direct Pet Health Holdings, Inc.; ABC Corporation 1-V; and John Does 1-X. (No. CV2014-05854).  Defendant alleges breach of contract relating to an employment agreement.  Company has answered the complaint on July 18, 2014 and has denied the allegations set forth.  As per, Accounting Standards Codification 450, Management can not specifically derive potential loss amount.  However in order to provide guidance as per evaluation of estimated litigation loss contingency (dependent on an adverse ruling), Management estimates a range of possible loss range to be between $30,000 and $70,000.  Such range is made only in attempts to provide reporting guidance.  Management plans to vigorously defend alleged claims which it considers to not have merit.  During the past quarter, no further fillings that would be considered favorable or unfavorable to the Company have been made. While management views this as positive, this cannot be declared with certainty.

Brown Glenn Legal Activity

On or about August 21, 2013, W. Brown Glenn, Jr., the Chief Executive Officer and a director of the Company wired $460,000 of the Company’s funds to a law firm in Minnesota to settle a judgement which had been entered against Pegasus in a matter completely unrelated to the Company.  In his instructions to the Company’s bank, Mr. Brown indicated the wire was for a transaction with Nacona Production Company and caused the Company to file its Form 10-K reflecting that the wire was a deposit against a pending asset acquisition, all of which was not true.  The Company has been aggressively pursuing its claims against Pegasus and its members including, Mr. Brown. The Company has settled its claims against Pegasus and all its members except Mr. Brown. The Company is currently in settlement discussions with Mr. Brown, but should such discussions not result in a satisfactory settlement, the Company intends to aggressively pursue all of its legal remedies against Mr. Brown. On September 15, 2014, the Company entered into a settlement agreement with Pegasus and its members except Mr. Brown, the principle terms of which include forgiveness by Pegasus of the balance of the promissory note ($100,000 amount due as of September 30, 2014), surrender of 350,000 shares of the Company’s common stock to the Company, and placement of a lockup on most of the remaining shares of the Company’s common stock owed Pegasus and the other settling parties. Neither Pegasus nor any of its members, including Mr. Brown, has any further relationship with the Company in any form.

James Clark Settlement Agreement

In his role of CEO, James Clark pursued a deal in Crockett County Texas on behalf of the Company.  Due diligence was done to determine the viability of the deal.  After such diligence was performed, Clark Presented the Board of Directors with his findings. The Board decided after deliberation to pass on the opportunity.  Clark vehemently opposed the decision, at which point Clark began to determine potential options outside of the Company to consummate the deal.  After Clark found suitors, he formed his own Company and began to work on the deal.  Clark resigned as CEO and Director of Core.  After his resignation, Clark and Core determined that Clark should repatriate the funds used for the initial due diligence.  As such, Clark and Core came to a mutual settlement agreement on March 28, 2015 in which Clark agrees to pay Core $59,567 over a six month period and assist Core with outstanding matter that he worked on during his tenure in exchange for release of any conflict of interest action and allowing him to continue pursuit of other oil and gas deal including the above mentioned Crockett County transaction as long as full payment is made according to the terms of the settlement agreement.

 
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In the event such payments are not made, the settlement agreement calls for such settlement terms to be void and reopens the possibility for legal action against Clark, his companies, or subsidiaries.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY

Our common stock has traded on the OTC QB Markets under the symbol “CRMI”.    

The following table sets forth, for the periods indicated, the high and low sales prices per share of our common stock as reported on the QB OTC Markets.  The quotations reflect inter-dealer prices without retail markups, markdowns, or commissions and may not represent actual transactions.  For current price information, stockholders or other interested individuals are urged to consult publicly available sources.
 
 Period   Sales Price per Share  
    High     Low  
 Fiscal 2014            
 4th Quarter   $  3.45     $ 2.50  
 3rd Quarter   $  3.90     $ 2.50  
 2nd quarter   $  3.00     $ 2.00  
 1st quarter   $ 5.09     $ 4.25  
                 
 Fiscal 2012                
 4th Quarter   $ 4.00     $ 3.50  
 3rd Quarter   $ 4.20     $ 3.20  
 2nd quarter   $ 4.90     $ 4.05  
 1st quarter   $ 4.50     $ 3.30  
 
Holders

As of the filing of date of this Filing, there were 604 holders of record of our common stock.

Dividends

We have never paid a cash dividend on our common stock and anticipate that for the foreseeable future any earnings will be retained for use in our business and, accordingly, we do not anticipate the payment of cash dividends.

 
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Equity Compensation Plan Information

During the year ended December 31, 2014, the Company issued 27,124 common shares in exchange for services and interest payments to related parties. The value assigned to these shares was $54,248, granted to related parties.

The following table provides information for all equity compensation plans as of December 31, 2014, under which our equity securities were authorized for issuance: 
 
    Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights     Weighted Average Exercise Price of Outstanding Options, Warrants and Rights     Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column (a))  
 Plan Category   (a)     (b)     (c)  
 2013 Stock Compensation Plan     40,000     $ 2.00       -  
 Total     40,000     $ 2.00       -  
 
ITEM 6 – SELECTED FINANCIAL DATA

Not applicable

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company is engaged in the acquisition of existing oil and gas production and properties from established oil and gas operators and may, from time to time, acquire positions in smaller publicly traded exploration and production companies and funding the acquisitions via a combination of common equity and senior notes. The Company does not currently engage in direct exploration but will acquire positions of up to 50% in current oil and gas production from established operators, seeking from time to time, to sell a percentage of their existing production in order to recycle their capital into new leases and wells.  Management believes it can maximize value for its shareholders while also negotiating fair and reasonable valuations for its acquisitions.

We are continuing our efforts to identify and assess investment opportunities in oil and natural gas properties, utilizing our directors and stockholders until such time as funding is sourced from the capital markets.  It is anticipated that additional funding from those sources for the next twelve months will be required to maintain the Company.  We have raised certain funds through private placements of our equity securities, and attempts are ongoing to raise additional funds through private placements, and said attempts will continue throughout 2014. We may also use various debt instruments to raise needed capital during 2014.  We have also entered into an exclusive placement agreement with Casimir Capital whereby Casimir will raise up to Fifty Million Dollars ($50,000,000) for the Company through a combination of debt and equity.

As oil and gas properties become available and appear attractive to our management, funds, when and if they become available, will be spent on due diligence and research to determine if said prospects could be purchased to provide income for the Company.  Established oil companies continue to strive to reduce costs and debt.  This causes significant market opportunities for us to possibly position ourselves with sellers that wish to divest themselves of production in order to provide liquidity.  Our management believes that current market conditions are creating situations that could result in the opportunity for such production acquisitions.

Our operating expenses may increase as we undertake our plan of operations.  The increase will be attributable to the additional cost of operations associated with management of new assets, raising additional capital, sourcing acquisitions, road show expenses and continued professional fees that will be incurred.

With depressed oil prices, CRMI is currently focused on tight cost management for marshalling the current assets as well as diligently shopping for value plays within some of the most highly sought after regions of Texas, Kansas and Oklahoma. Management believes many companies in this sector has employed over leverage and will need to dispense of assets at a discount to market. Acquiring such assets could ultimately bring value to shareholders and will increase overall portfolio value for Company of Proven Reserves and Proven Underdeveloped Reserves.

 
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The state of decreased commodity prices present decreasing revenue issues, yet also present new opportunities for acquisition. If company is able to keep costs low and have continued access to capital markets, management feels the opportunity for growth is prevalent. In the event decreased revenue is met with limited capital access, management believes the company may need restructure or liquidate sum of its current holdings.

Alternatively, depressed oil prices may call for advanced hedging techniques or derivative investments.  If management views the oil prices to be at such a rate in which the bottom of our pricing model is in range, the Company may turn to the Capital markets to exasperate future growth.

Finally, if such depressed pricing reaches a level in which all Capital financing is unavailable, our recent acquisition of discounted assets will allow for the opportunity to gain necessary liquidity through sale or divestiture.

Financial Condition and Results of Operations

Revenues

The Company’s business plan is to maximize cash flow and shareholder value by acquiring current oil and gas production via suitable Working Interests and Royalty Interests in North American oil and gas production and fund those acquisitions through a combination of common equity and senior notes. The Company may also, from time to time, acquire positions in publicly traded oil and gas companies when management believes it can trade those positions for current production. The Company made acquisitions during the second quarter of this year and has completed acquisitions in Texas, Oklahoma and Kansas having acquired working or royalty interests in 17 producing well, 9 non-operated wells, 7 inactive or non-producing wells, and 4 saltwater disposal wells.

Oil and gas production
Revenue from oil and gas production from purchased interests commenced during the year and was $207,038 for year ended December 31, 2014 in comparison to $101,208 for the year ended December 31, 2014. The comparable period in 2012 was in the start-up phase and did not have revenue.   Because new assets have been added to Company portfolio in 2014, it is anticipated that a significant spike in revenue will occur during the 2015 fiscal year.

Interest and dividend income
Interest income from investments and cash held was $37,811 for the year ended December 31, 2014 in comparison to $10,502 for the year ended December 31, 2013.

Realized and unrealized loss on investment in equity securities
The company had a realized and unrealized gain of $17,009 for the year ended December 31, 2014 in comparison to a loss of $42,705 for the year ended December 31, 2014. This variance is related to the investment in Nitro Petroleum shares.

Other income
In 2013, one of the shareholders forgave $12,079 of the outstanding balances for the funds advanced to the Company.

Net operating loss
At December 31, 2014 and 2013, the Company has net operating loss carry forwards of approximately $5.2 million and $2.4 million respectively, remaining for federal income tax purposes.  Net operating loss carry forwards may be used in future years to offset taxable income.  The federal net operating loss carry forwards will expire in 2032 through 2034.  Currently all of the tax years filing is subject to examination.

Operating Expenses

Our operating expenses for the year ended December 31, 2014 were $5,130,089 of which $2,638,729 represented general and administration expense, $56,583 represented depletion, depreciation, amortization and accretion expense, $2,150,451 represented debt inducement expense, and $284,326 represented interest expense. Our operating expenses for the year ended December 31, 2013 were $2,085,592 of which $81,223 represented organizational and registration expenses, $1,403,481 represented general and administration expense, $148,069 represented depletion, depreciation, amortization and accretion expense and $452,819 represented interest expense.  The increase in operating expenses was directly related to the Merger and Acquisition activity that took place within 2014.  Management believes that this expense increase will directly correlate to shareholder value in the event such assets produce as expected.

 
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Liquidity and Capital Resources

We had a cash balance of $101,858 and $210,321 as of December 31, 2014 and 2013, respectively. We have continued to fund our operating expenses through the issuance of equity investments and convertible notes, and receivables from producing wells. As of the date of this disclosure statement, in excess of $1.8 million in new capital has been raised, consisting of a combination of common equity and convertible notes.  The Company currently has eight employees and intends to maintain minimal overhead until such time as its monthly cash flows from acquired production exceeds $200,000. Management believes that by acquiring producing properties and partnering with professional operators, it can keep the Company’s headcount to ten or fewer employees. The ability to maintain adequate Liquidity will depend on diligent management of current assets, continued access to current capital sources, and legal pursuit of liabilities owed to the Company.

Investment in Oil and Gas Properties

The Company has completed the following acquisitions from the Nitro Petroleum, Inc. merger and well working interests from Whitestone Resource Management Limited and Royal Petroleum, LLC via Purchase and Sale Agreement:
 
 
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Well Name
County
State
 
Working Interest Percentage
 
Branch #1
Garvin
Oklahoma
    54 %
Crown #3
Pott.
Oklahoma
    93 %
Fuller #2
Garvin
Oklahoma
    55 %
Fuller #3
Garvin
Oklahoma
    55 %
Giant 1-21
Stephens
Oklahoma
    53 %
Giant 2-21
Stephens
Oklahoma
    51 %
Jessica 23A
Seminole
Oklahoma
    26 %
Mason Burns 1&2
Garvin
Oklahoma
    50 %
Plummer #1
Garvin
Oklahoma
    55 %
Quinlan #1
Pott.
Oklahoma
    73 %
Quinlan #2
Pott.
Oklahoma
    73 %
Quinlan #3
Pott.
Oklahoma
    74 %
Teresa #1
Garvin
Oklahoma
    47 %
Bobbie
Seminole
Oklahoma
    100 %
Ward-McNeil
Garvin
Oklahoma
    84 %
White 12-1
Pott.
Oklahoma
    100 %
Boyd #15
Cooke
Texas
    8 %
Craig Munc #68
Cooke
Texas
    4 %
228 Inglish 4
Cooke
Texas
    8 %
255 Inglish 1
Cooke
Texas
    8 %
256 Inglish 2
Cooke
Texas
    8 %
447 Phillips 2
Cooke
Texas
    4 %
255 Inglish 1-H
Cooke
Texas
    8 %
Razorback #1
Kingfisher
Oklahoma
    17 %
Mr. Bill
Noble
Oklahoma
    10 %
Roach #1 SWD
Garvin
Oklahoma
    71 %
Weisner Heirs SWD
Seminole
Oklahoma
    10 %
Quinlan #4 SWD
Pott.
Oklahoma
    10 %
Gloria SWD
Pott.
Oklahoma
    10 %
Thompson 2-18
Garvin
Oklahoma
    73 %
Sharon
Garvin
Oklahoma
    5 %
Crown #2
Pott.
Oklahoma
    75 %
Crown #1
Pott.
Oklahoma
    93 %
Weisner Heirs
Seminole
Oklahoma
    10 %
Kimberly 3
Garvin
Oklahoma
    55 %
Plummer #2
Garvin
Oklahoma
    55 %
Thompson 1-18
Garvin
Oklahoma
    18 %
 
 
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Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any acquisitions and exploration activities.  For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern without further financing.

At December 31, 2014, the Company had not yet achieved profitable operations, which casts substantial doubt about the Company’s ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management’s plan to address the Company’s ability to continue as a going concern includes: (1) obtaining debt or equity funding from private placement or institutional sources; (2) obtain continued debt financing from current sources or financial institutions, where possible, or (3) participating in joint venture transactions with third parties. (4) Continued access to venture capital and investment banking partners.  (5)_ Legal recovery of outstanding receivables management feels the Company is owed.  (6) Vigilant management of current assets by cost effective means and expanded risk-loss provisions to make certain operations derive substantial and full value receipt of revenues.  Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Future Capital Requirements

The Company has no commitments for material capital expenditures beyond installing its accounting system, which has already been contracted and paid.  Management believes that with continued commitments the Company has adequate liquidity to fund its operations at current levels through year-end 2015.

We expect to continue to rely on sales of our common shares, capital commitments, and securities convertible into our common shares, in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to existing stockholders.  Convertible debentures may continue to be employed in order to provide capital to acquire more assets.  There is no assurance that we will achieve any additional sales of such securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

In addition, Company intends to continue to pursue additional joint ventures and acquisitions using authorized Company shares to increase revenue producing assets.  Management believes the depressed commodity prices will provide further opportunity for such acquisitions to be made, but will also reduce or keep revenues stable.

On February 21, 2014 we entered into an exclusive agreement with Casimir Capital LP (“Casimir”) to raise up to $50,000,000 through a combination of debt and equity. The exclusive agreement is for one year and is on a best efforts basis. Casimir is a full service natural resource investment bank headquartered in New York with offices, affiliates and personnel in Toronto, Ontario, Calgary, Alberta, Melbourne, Australia and Sao Paulo, Brazil.

KBM Worldwide Note

Management believes the retirement of the KBM note in 2015 will significantly benefit Core in the following ways.  The KBM note carried with it certain rights that allowed KBM free trading shares of CRMI available in 2015.  With such rights, KBM would have received a block of Company shares which could be sold and cause a decrease in Company share price.  In addition, the Note held a high amount of serviceable interest and a payment penalty that would have been due.  By retiring the Note in 2015 via settlement agreement and release, Core was able to repay the existing debt of $104,000 and remove the liability without the high cost of note service in full satisfaction in 2015.

Off Balance Sheet Arrangements

Not applicable

 
19

 
 
Non-GAAP Financial Measures Disclosure and Reconciliation
 
The information below references non-GAAP financial measures that we use in order to track the progress of our business. These measures include core net loss, core net loss per diluted share and EBITDA from continuing operations (earnings before interest, taxes, depreciation and amortization).  We believe these measures provide helpful information with respect to the Company’s operating performance and cash flows.  We believe that the inclusion of these non-GAAP financial measures are important to assist investors in comparing year ended 2014 to 2013, on a comparable basis.  These non-GAAP measures illustrate earnings without factoring in one-time costs (in this case a debt conversion expense that was realized by converting a debenture holder’s debt to equity).  We believe this one-time cost was a prudent move, creating less carry for periods going forward.  Yet, GAAP measurements call for this conversion to be shown as a significant loss.  In addition, we use EBITDA because it: (i) measures performance over the periods in which executives can have significant impact, (ii) is directly linked to our annual incentive plan and long-term growth plan, and (iii) is a key metric used by management and the Board to assess our operating performance. However, these measures may not be comparable to similar measures used by other companies and should not be considered superior to or as a substitute for net loss, net loss per diluted share or cash flows from operating activities in accordance with GAAP. This additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with U.S. GAAP and may not be comparable to similarly titled measures used by other financial institutions.
 
The following is a reconciliation of EBITDA from Net Loss, on a GAAP basis:
 
    For the Year Ended     For the Year Ended  
    December 31, 2014     December 31, 2013  
Net loss, on GAAP basis   $ (4,868,231 )   $ (2,004,508 )
Add back:                
Interst Expense     284,326       452,819  
Depreciation and amortization     56,583       148,069  
EBITDA   $ (4,527,322 )   $ (1,403,620 )
 
The following is a reconciliation of core net loss from to net loss, on a GAAP basis:
 
    For the Year Ended  
    December 31, 2014  
Net loss, on a GAAP basis   $ (4,868,231 )
Add back:        
Debt inducemnet expense     2,150,451  
         
Core net loss   $ (2,717,780 )
         
Weighter average number of common share - basic and diluted     12,075,342  
Net loss, on a GAAP basis per common share - basic and diluted   $ (0.40 )
Core net loss per common share - basic and diluted   $ (0.23 )
 
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable

 
20

 
 
ITEM 8. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
Our management, including our President and interim Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, our management, including our President and interim CFO, concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, as of the Evaluation Date, to ensure that information required to be disclosed in reports that we file or submit under that Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our President and interim CFO, in a manner that allows timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in rule 13a-15(f) o the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:

●  
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
 
●  
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
 
●  
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the President and interim CFO, of the effectiveness of the design and operation of the Company’s procedures and internal control over financial reporting as of December 31, 2014. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that evaluation, the Company’s management, including the President and interim CFO, concluded that the Company’s internal controls over financial reporting were not effective in that there was a material weakness as of December 31, 2014.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

The Company’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications related to the Company’s unique industry accounting and disclosure rules.
 
Management has outsourced certain financial functions to mitigate the material weakness in internal control over financial reporting. In addition, the Company intends to improve upon its closing procedures and financial reporting routine to identify and account for transactions that may be material to the interim or annual financial statements on a timely basis.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, wherein non-accelerated filers are exempt from Sarbanes-Oxley internal control audit requirements.

 
21

 
 
Evaluation of Disclosure Controls and Procedures

The Company has initiated and continues to monitor its disclosure controls and procedures that are designed to insure that information required to be disclosed by it in the reports that it files or submits to the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to the Company’s management, including its principle executive and principle financial officer (referred to in this report as the Certifying Officer) , as appropriate to allow timely decisions regarding required disclosure controls and procedures as of December 31, 2014, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Our certifying Officer concluding these controls are effective.

The Company has created an advanced records system that will allow for increased precision and oversight of its corporate governance method implementation. Adopting general market guidance from Securities and Exchange Commission statement, Company management feels this use of technology will provide even greater oversight and reporting of major decisions; focusing on key indicators of operation results, as well as any nonperformance indicators, that will allow investors to better understand and evaluate the Company.

Changes in Internal Controls over Financial Reporting

The Company had added new internal control mechanisms to create heightened oversight over financial reporting during the year ended December 31, 2014. An internal intra-net link was added to enable key management and Companies audit committee to better analyze financial policy, potential conflicts, and projected expenditures regarding Company financials. Also, during this time Alexander Campbell, Company Director, was added as a member of the Audit committee. While management believes this added risk management measures have not yet materially affected financial reporting, it is reasonably likely to allow for greater risk oversight and management of financial issues, and thus tightened the Company’s internal control over financial reporting.

Inherent Limitations of Internal Controls

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention and overriding of controls and procedures. A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, misstatements due to error fraud may occur and not be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

Management is aware that there is a lack of segregation of duties and accounting personnel with appropriate qualifications at the Company due to the small number of employees dealing with general administrative and financial matters. This constitutes a deficiency in the internal controls. Management has decided that considering the employees involved, the control procedures in place, and the outsourcing of certain financial functions, the risks associated with such lack of segregation were low and the potential benefits of adding additional employees to clearly segregate duties did not justify the expenses associated with such increases. Management periodically reevaluates this situation beyond that position and the company added and staffed an internal controller position to assist with company financial accounting and disclosure. In light of the Company’s current cash flow situation, the Company does not intend to increase staffing to mitigate the current lack of segregation of duties within the general administrative and financial functions. However, when the cash flow situation improves, the Company intends to increase personnel with appropriate accounting qualifications to mitigate the current lack of segregation of duties within the general administrative and financial functions.

 
22

 

ITEM 9 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




CORE RESOURCE MANAGEMENT, INC.
 
FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND DECEMBER 31, 2013

 
 

 
 
TABLE OF CONTENTS
 
   
PAGE
FINANCIAL STATEMENTS:
   
     
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
F-1
     
CONSOLIDATED BALANCE SHEETS
 
F-2
     
CONSOLIDATED STATEMENTS OF OPERATIONS
 
F-4
     
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
 F-5
     
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
F-6
     
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
F-9


 
 

 
 
REPORT OF ROBERT ADAMS, C.P.A, INDEPENDENT REGISTERED ACCOUNTING FIRM


To:  The Board of Directors of Core Resource Management, Inc.:

We have audited the accompanying consolidated financial statements of Core Resources Management Inc. which comprise the consolidated statements of assets, liabilities and equity as of December, 2014 and the related consolidated statements of revenue, expenses and retained earnings, and cash flows for the period indicated and the related notes to the consolidated financial statements.   This represents the first year of us auditing your statements.  We have relied on prior years of audited statements and present no conclusion therein upon them.
 
Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. Generally Accepted Accounting Principles.  Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
 
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of as of December 31, 2014 and the results of its operations and its cash flows for the years then ended in accordance with U.S. Generally Accepted Accounting Principles.
 
Robert L. Adams CPA

Ann Arbor, Michigan
December 18, 2015

 
F-1

 
 
CORE RESOURCE MANAGEMENT INC.
F/K/A DIRECT PET HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 
   
December 31,2014
   
December 31,2013
 
             
Assets
           
Current Assets:
           
  Cash
  $ 101,859     $ 210,321  
  Employee Receivable
    3,000       3,000  
  Royalty receivable
               
  Accounts Receivable, net of Allowance for Doubtful
    103,514       13,463  
  Due from Related Party
    (0 )     -  
  Accrued Interest Receivable
    -       2,625  
  Prepaid Expenses
    16,326       30,592  
Total Current Assets
    224,699       260,001  
                 
Oil and Gas Properties, full cost method
    5,248,714       1,744,901  
Investments in Convertible Notes
    -       175,000  
Investments in Equity Securities
    100       4,612  
Goodwill
    1,503,010       -  
Deposits
    5,757       464,941  
Certificates of Deposit
    -       300,000  
Property and Equipment, net
    86,207       52,469  
                 
Total Assets
  $ 7,068,487     $ 3,001,924  
 
 
F-2

 
 
CORE RESOURCE MANAGEMENT INC.
F/K/A DIRECT PET HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 
   
December 31, 2014
   
December 31, 2013
 
             
Liabilities
           
Current Liabilities:
           
  Accounts Payable
  $ 742,413     $ 15,445  
  Accrued Expenses
    394,841       117,603  
  Due to Stockholders - current
    102,000       145,000  
  Notes Payable - current
    -       -  
  Shares subject to Mandatory Redemption
    168,000       -  
  Deferred Rent
    14,617       14,824  
Total Current Liabilities
    1,421,872       292,872  
                 
Shares subject to Mandatory Redemption
    209,665       -  
Asset Retirement Obligations
    76,620       1,254  
Related Party Notes Payable, net of Discount
    -       -  
Notes Payable, net of Discount
    1,655,049       2,611,496  
Commitments and Contingent Liabilities
    -       -  
                 
Total Liabilities
    3,363,206       2,905,622  
                 
Stockholder's Equity:
               
  Common Stock
    1,216       1,108  
  Treasury Stock, at cost
    (45,000 )     0  
  Additional Paid in Capital
    11,400,937       2,616,684  
  Common Stock Receivable
    0       (100,000 )
  Accumulated Deficit
    (7,651,871 )     (2,421,490 )
                 
Total Stockholder's Equity
    3,705,282       96,302  
                 
Total Liabilities and Stockholder's Equity
  $ 7,068,487     $ 3,001,924  
 
 
 
F-3

 
 
CORE RESOURCE MANAGEMENT INC.
F/K/A DIRECT PET HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
For the Year Ended
December 31,2014
   
 For the Year Ended
December 31,2013
 
Oil and Gas Revenues
  $ 207,038     $ 101,208  
Interest and Dividend Income
    37,811       10,502  
Gain on forgiveness of debt
    -       12,079  
Realized and Unrealized Gain (Loss) on Investments
    17,009       (42,705 )
Total Revenue
    261,858       81,084  
                 
                 
Depletion, Depreciation, Amortization and Accretion
    56,583       81,223  
General and Admin Expenses
    2,638,729       148,069  
Debt Inducement Expenses (Bond Conversion)
    2,150,451       1,403,481  
Interest Expense
    284,326       452,819  
                 
Total Expenses
    5,130,089       2,085,592  
                 
Net Loss
  $ (4,868,231 )   $ (2,004,508 )
                 
Net Loss per Common Share
  $ (0.40 )   $ (0.21 )
                 
Weighted Avg number of Common Shares Outstanding
    12,162,855       9,551,627  
 
 
 
F-4

 
 
CORE RESOURCE MANAGEMENT INC.
F/K/A DIRECT PET HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Year Ended
December 31, 2014
   
 For the Year Ended
December 31, 2013
 
Operating Activities
           
  Net Loss
  $ (4,868,231 )   $ (2,004,508 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
    Depletion, Depreciation, Amortization and Accretion
    151,649       148,069  
Realized and Unrealized Gain on Investments in Securities
    (17,009 )     42,705  
    Issuance of common stock for services
    -       80,000  
    Gain on forgiveness of debt
    -       (12,079 )
    Amortization of debt services
            251,146  
    Debt Conversion Expense
    2,150,451       -  
  Change in Operating Assets and Liabilities:
               
    Deferred rent
    (207 )     (967 )
    Employee receivable
    -       73,583  
    Accounts receivable
    (90,051 )        
    Due from related party
    -          
    Accrued interest receivable
    2,625       (2,625 )
    Royalty receivable
    -       (13,463 )
    Prepaid expenses
    14,266       (30,592 )
    Deposits
    -       (460,000 )
    Accounts payable
    726,968       15,445  
    Accrued expenses
    277,238       107,426  
    Due to stockholders
    (43,000 )     -  
    Shares subject to mandatory redemption
    168,000       -  
                 
Net Cash Used in Operating Activities
  $ (1,527,301 )   $ (1,805,860 )
                 
                 
Investing activities
               
  Purchase of certificate of deposits
    -       (300,000 )
  Purchase of oil and gas properties including goodwill
    (5,006,823 )     (1,880,268 )
  Purchase of equity securities
    -       (47,317 )
  Proceeds from sale of convertible notes
    175,000       (175,000 )
  Proceeds from sale of equity securities
    4,512       -  
  Proceeds from reduction in deposits
    459,184       -  
  Proceeds from sale of certificate of deposits
    300,000       -  
  Net proceeds from property and equipment
    5,770       (14,826 )
                 
Net cash used in investing activities
  $ (4,062,357 )   $ (2,417,411 )
 
 
F-5

 
 
CORE RESOURCE MANAGEMENT INC.
F/K/A DIRECT PET HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
For the Year Ended
December 31,2014
   
For the Year Ended
December 31,2013
 
             
Financing Activities
           
  Shares issued subject to mandatory redemption
    209,665        
  Issuance of asset retirement obligations
    75,366        
  Proceeds from shareholder note payable
            -  
  Proceeds from notes payable issuance
    1,423,489       3,563,000  
  Advances from shareholders
            58,714  
  Payments to shareholder note payable
            (137,500 )
  Treasury stock purchase
    (45,000 )        
  Payment to shareholders
    -       (227,549 )
  Common stock issuance
    3,817,675       362,999  
                 
Net cash provided by financing activities
    5,481,195       3,619,664  
                 
Net increase in cash
    (108,463 )     (603,607 )
Cash at beginning of period
    210,321       813,928  
Cash at end of period
  $ 101,858     $ 210,321  
                 
Supplemental Disclosures:
               
Interest paid
  $ 284,326     $ 148,885  
Income taxes paid
  $ -     $ -  
                 
                 
Supplemental Schedule of Non-Cash Financing Activities:
               
Stock issued with promissory note
  $ -     $ -  
Asset retirement obligation
  $ 76,620     $ 1,203  
Beneficial conversion features of convertible notes
  $ 494,440     $ 1,202,649  
 
 
F-6

 
 
CORE RESOURCE MANAGEMENT INC.
F/K/A DIRECT PET HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'S EQUITY
 
   
Common Stock
                               
   
Shares
   
Amount
   
Treasury Stock
   
Additional Paid in Capital
   
Common Stock Receivable
   
Accumulated Deficit
   
Total Stockholders' Equity
 
Balance at December 31, 2012
    300,035     $ 30           $ 972,113     $ (100,000 )   $ (416,982 )   $ 455,161  
Shares issued
    10,741,583       1,074             361,926       -       -       363,000  
Shares issued for service
    40,000       4             79,996       -       -       80,000  
Convertible notes payable - beneficial conversion features
    -       -             1,202,649       -       -       1,202,649  
                                                    -  
Net Loss
            -             -       -       (2,004,508 )     (2,004,508 )
                                                       
Balance at December 31, 2013
    11,081,618     $ 1,108           $ 2,616,684     $ (100,000 )   $ (2,421,490 )   $ 96,302  
Shares issued
    150,396       15             370,596       -       -       370,611  
Shares issued for convertible note conversion
    1,543,529       154             4,520,412                       4,520,566  
Shares issued for service
    22,312       2             44,622       -       -       44,624  
Stock options vested
                          14,998                       14,998  
Shares to be issued
                          3,839,996                       3,839,996  
Shares subject to mandatory redemption
                          (377,665 )                     (377,665 )
Shares redeemed into treasury
                    (45,000 )     45,000                       -  
Shares retirement
    (635,000 )     (63 )             (110,286 )     100,000       (362,150 )     (372,499 )
                                                      -  
Doubtful Account Adjustment
                                            -       -  
Convertible notes payable - beneficial conversion features
    -       -               436,580       -       -       436,580  
                                              -       -  
Net Loss
            -               -       -       (4,868,231 )     (4,868,231 )
                                                         
Balance at December 31, 2014
    12,162,855     $ 1,216     $ (45,000 )   $ 11,400,937     $ -     $ (7,651,871 )   $ 3,705,282  
 
 
F-7

 
 
Notes to Financial Statements
 
NOTE 1: ORGANIZATION AND BUSINESS ACTIVITIES

Core Resource Management, Inc. (formerly known as Direct Pet Health Holdings, Inc.) (the “Company”) was incorporated in Nevada as Apex Sports.com, Inc. on February 17, 1999, as a Development Stage Company. The Company was renamed to Quad X Sports.com, Inc. in March 1999. The Company’s business strategy was to make acquisitions within the extreme sports industry. The Company was unable to make any acquisitions, ceasing operations in 2000. The Company was renamed to Bethel Holdings in August 2001.  The business strategy involved seeking attractive business combinations. No operations commenced or acquisitions completed during this time. The Company was renamed to Direct Pet Health Holdings, Inc. in June 2006. The Company’s strategy was to seek combinations in online pet health products. The Company has an authorized capital of 100,000,000 commons shares with a par value of $0.0001. The Company’s year-end is December 31.

The Company per Plan of Merger dated September 20, 2012 deemed it advisable that Clark Scott LLC, Inc. (“Clark Scott”) be merged into Direct Pet Health Holdings, Inc. Clark Scott was the surviving Corporation and subsequent to merger was renamed to “Core Resource Management, Inc.”. The Company filed the appropriate state filings with the State of Nevada on September 20, 2012.

The Company will engage in the acquisition of existing oil and gas production in partnership with established oil and gas operators in Texas and the Southwest. The Company itself will not engage in exploration but will acquire positions of up to 50% in current oil & gas production from well-established operators, seeking from time to time, to sell a percentage of their existing production in order to recycle their capital into new leases and wells. Management believes it can maximize value for its shareholders while also negotiating fair and reasonable valuations for its drilling partners.

On December 18, 2014 the Company completed acquisition of Nitro Petroleum, Inc. (“Nitro”) through the merger of Core Resource Holding Co., a Nevada corporation and wholly-owned subsidiary of the Company with and into Nitro, with Nitro surviving the merger and becoming a wholly owned subsidiary of the Company. With the addition of Nitro Petroleum, Inc., the Company has become an oil and gas manager in addition to the current structured finance and commodity derivative business.

On November 1, 2014 the Company acquired various well interests from Whitestone Resource Management Limited (“Whitestone”) and Royal Petroleum, LLC (“Royal”). These wells were added to the Company portfolio before the end of year 2014.
 
NOTE 2: BASIS OF PREPARATION
 
The accompanying financial statements as of December 31, 2014 include all transactions occurring during the period from the Company’s incorporation to its fiscal year end.  These financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accompanying financial statements include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. This includes all normal and recurring adjustments. References to GAAP are done using the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC” or “Codification”) 105, Generally Accepted Accounting Principles (“ASC 105”).

CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries Core Resource Management Holding, Inc., Core Chiltepin Holdings, Inc., and Nitro Petroleum, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

 
F-8

 
 
NOTE 3:  RECENT ACCOUNTING PRONOUNCEMENTS
 
During the years ended December 31, 2014 and 2013, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company's financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements.

NOTE 4: GOING CONCERN
 
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company's significant operating losses and a continued decline in asset values could raise substantial doubt about its ability to continue as a going concern in subsequent periods. Inherent in the Company's business are various risks and uncertainties, including its limited operating history, historical operating losses, dependence upon strategic alliances, and the historical success rate of oil and gas exploration as well as oil and gas prices. Management's plan is not to engage in exploration, but to acquire interests in current oil & gas Companies with production from well-established operators. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If unable to acquire Capital market investments, or structure financing, Management intends to finance operations by initially funding any company related expenses internally on an as-needed basis.  Furthermore, the settlement of assumed liabilities as a result of the acquisition and the required impairments of assets as the result of oil and gas prices declines would affect the solvency and continuation of the Company as a going concern.

NOTE 5: ACQUISITIONS & DIVESTURES
 
On December 18, 2014 the Company completed acquisition of Nitro and other certain other minority well interest through the merger of Core Resource Holding Co., a Nevada corporation and wholly-owned subsidiary of the Company with and into Nitro, with Nitro surviving the merger and becoming a wholly owned subsidiary of the Company and each outstanding share of common stock of NITRO will be converted into the right to receive .0952 shares of common stock of Core, plus cash in lieu of any fractional shares. The total shares issued by the Company to Nitro shareholders were 707,737 shares.
 
The transaction has been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair values as of the acquisition date. The Company has not finalized the determination of the fair values of the assets acquired and liabilities assumed and, therefore, the provisional amounts set forth are subject to adjustment when the valuations are completed.
 
Net oil and gas property value for December 31, 2014 and 2013:
 
   
December 31 2014
   
December 31 2013
 
Acquisition Cost
  $ 6,300,668     $ 1,881,472  
Less: Accumulated depletion
    (1,051,954 )     (136,571 )
Total oil and gas properties net
  $ 5,248,714     $ 1,744,901  
 
 
F-9

 

NOTE 6: NOTES PAYABLES
 
The company maintains certain convertible notes payable.  These notes have a beneficial conversion feature which recognizes added cost of the debt issuance as a result of potential conversion.
 
7% convertible notes
 
The Company raised $3,778,000 in senior convertible debentures (“The Note”) that matures in 2017 and 2018. The Note is convertible into shares of the Company’s common stock, at an initial conversion price of $3.00 per share. The Note accrues interest at a rate of 7.0% per annum, compounded quarterly, to be paid on each April 15, July 15, October 15, and January 15.
 
During April 2014, the Company issued conversion-subscription rights offering to the note holders for a short period. The offering modifies the conversion price from $3.00 per share to $2.00 per share. During this time period, holders of an aggregate of $3,033,000 in principal of the notes exercised their rights and the Company issued an aggregate of 1,543,529 shares of common stock to the note holders for the conversion of $3,033,000 of principal to common stock. After conversion, $745,000 of the principal amount of the convertible note remained outstanding. In connection with the modification and conversion of the Notes, the Company recorded a debt conversion inducement expense of $2,140,458, reflecting the cost of reducing the conversion price from $3.00 to $2.00 per share.

8% convertible notes
 
The Company raised $1,104,489 in senior convertible debentures (“The Note”) that matures in 2019. The Note is convertible into shares of the Company’s common stock, at an initial conversion price of $3.00 per share. The Note accrues interest at a rate of 8.0% per annum, compounded quarterly, to be paid on each April 15, July 15, October 15, and January 15.

KBM Worldwide, Inc. note
 
The Company entered into a convertible note agreement with KBM Worldwide, Inc. in the amount of $104,000 with a stated interest rate of 8% per annum. The note was settled after a technical default at the face value.

NOTE 7: DEBT CONVERSION EXPENSES
 
As a result of the conversion of certain convertible note payable, the Company will recognize the remaining capitalized value of the beneficial conversion feature and other costs pertaining to the conversion of the debt into common equity.

NOTE 8: USE OF ESTIMATES
 
The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The oil and gas industry is subject, by its nature, to environmental hazards and clean-up costs.  At this time, the Company itself does not engage in exploration and knows of no substantial costs from environmental accidents or events for which the Company may be currently liable. In addition, the Company's oil and gas business makes it vulnerable to changes in prices of crude oil and natural gas. Such prices have been volatile in the past and can be expected to be volatile in the future.

 
F-10

 
 
NOTE 9: OIL AND GAS PROPERTIES
 
The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on an aggregate (one cost center) basis.  Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves.  Petroleum products and reserves are converted to a common unit of measure, using six (6) MCF of natural gas to one barrel of oil.

Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations.  These unevaluated properties are assessed annually to ascertain whether impairment has occurred.  When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

Future net cash flows from proved reserves using average monthly prices, non-escalated and net of future operating and development costs are discounted to present value and compared to the carrying value of oil and gas properties.

Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the rate of depletion.


 
F-11

 
 
    2014     2013  
    Oil (Bbs)     Gas (Mcf)     Oil (Bbs)     Gas (Mcf)  
 Proved developed reserves                        
 Begining of year     42,177       18,131       -       -  
 Revisions of previous estimates     (2,749 )     (4,449 )     -       -  
 Purchases of minerals in place     115,116       50,008       43,406       18,131  
 Production     (2,599 )     (453 )     (1,229 )     -  
 Sales of minerals in place     (494 )     -       -       -  
 End of year     151,451       63,237       42,177       18,131  
 Proved developed reserves                                
 Beginning of year      42,177       18,131       -       -  
 End of year     151,451       63,237       42,177       18,131  
 
Standarized measure of disconted future net cash flows at December 31, 2014 and 2013  
 Future cash flows   $ 14,194,696     $ 4,029,32  
 Future production costs     (4,404,987 )     (579,071 )
 Future development costs     -       -  
 Future income tax expenses     -       -  
 Future net cash flows     9,789,709       3,450,311  
 10% annual discount for estimate timing of cash flows
    (4,540,985 )     (2,100,805 )
 Standardized measures of discontinued future cash flows relating to proved oil and gas reserves   $ 5,248,724     $ 1,349,506  
 
The following reconciles the change in the standardized measure of discounted Future net cash flow during 2014 and 2013  
Beginning of year   $ 1,349,506     $ -  
Sales of oil and gas produced, net of production cost     (162,590 )     -  
Net changes in prices and production costs     (71,056 )     -  
Accretion of discount     136,883       -  
Revsions of previous quantity estimates     (143,531 )     -  
Net change from purchases and sales of minerals     4,139,512       1,349,506  
End of year   $ 5,248,724     $ 1,349,506  
 
NOTE 10: ASSETS RETIREMENT OBLIGATIONS
 
The Company has adopted ASC Topic No. 410 Asset Retirement and Environmental Obligations (ASC 410), which requires that asset retirement obligations ("ARO") associated with the retirement of tangible long-lived assets, including natural gas and oil properties, be recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the assets. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted cash flows are accreted to the expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company's credit-adjusted risk-free interest rate. At December 31, 2014 and 2013, the Company’s asset retirement obligation liability was $75,366 and $1,254, respectively.

NOTE 11: REVENUE RECOGNITION
 
The Company recognizes oil and gas revenues for its ownership percentage of total production under the entitlement method, whereby the working interest owner records revenue based on its share of entitled production, regardless of whether the Company has taken its ownership share of such volumes. An over-produced owner would record the excess of the amount taken over its entitled share as a reduction in revenues and a payable while the under-produced owner records revenue and a receivable for the imbalance amount.
 
 
F-12

 
 
NOTE 12: BASIC AND DILUTED NET LOSS PER COMMON SHARE
 
Basic net loss per share is computed by dividing the net loss available to common shareholders (the numerator) for the period by the weighted average number of common shares outstanding (the denominator) during the period. The computation of diluted earnings is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the periods ended December 31, 2014 and 2013, basic and fully diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation.

NOTE 13: RECLASSIFICATIONS
 
Certain amounts in the consolidated financial statements have been reclassified from financial statements previously presented to conform to the presentation of the December 31, 2014 financial statements.

NOTE 14: INCOME TAXES
 
The Company accounts for income taxes under the provisions of the ASC Topic No. 740 , Income Taxes (ASC 740) which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

NOTE 15: STOCK BASED COMPENSATION
 
The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).

The Company accounts for equity instruments issued in exchange for the receipt of goods or services in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees." Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable.

The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

NOTE 16: PROPERTY AND EQUIPMENT
 
Property and equipment are stated at cost. Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives using the straight-line method. Leasehold improvements are amortized over the life of the respective lease or the service life of the improvements, whichever is shorter.

NOTE 17:   PAYROLL OBLIGATIONS
 
The Company generally does not accrue payroll obligations at an operational level and relies heavily on independent contractors and consultants.  Accordingly, no liability for payroll obligations, benefits and related expenses has been recorded in the accompanying consolidated financial statements. Management believes the effect of this policy is not material to the accompanying financial statements.

NOTE 18: IMPAIRMENT OF LONG-LIVED ASSETS
 
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Oil and gas properties accounted for using the full cost method of accounting; a method utilized by the Company; are excluded from this requirement but will continue to be subject to the ceiling test limitations as dictated by Statement of Financial Accounting Standards (SFAS) No. 144.  The Company has did not recognize an impairment of any long lived assets although such impairment maybe necessary once all of the acquired asset interest and other liabilities have been fully recognized and settled.

 
F-13

 
 
NOTE 19: CASH AND CASH EQUIVALENTS
 
Cash consists of cash on deposit with high quality major financial institutions, and to date the Company has not experienced losses on any of its balances. The carrying amount approximates fair market value due to the liquidity of these deposits. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company is obligated to maintain all deposits in one financial institution. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2014 and 2013, none of the Company’s cash was in excess of federally insured limits.

NOTE 20: FAIR VALUE OF FINANCIAL INSTRUMENTS
 
In accordance with the reporting requirements of Accounting Standards Codification ("ASC") Topic No. 825, Financial Instruments, (ASC 825) the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments.

The estimated fair value of accounts payable and accrued liabilities and advances from shareholder approximate their carrying amounts due to the nature and short maturity of these instruments. The carrying values of the short-term convertible notes and note payable approximate their fair value since they bear market rates of interest and other terms.

The Company's financial instruments consist primarily of cash and cash equivalents, investments, accounts payable, certificate of deposits, and long-term debt.  The carrying values of cash and cash equivalents, investments, accounts payable, certificate of deposits, and long-term debt are representative of their fair values due to their short-term maturities.

NOTE 21: RECENT ACCOUNTING PRONOUNCEMENTS
 
From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.
 
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

In May 2014, the Financial Accounting Standards Board issued accounting guidance on revenue recognition. The amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Improved disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for fiscal 2017 and will be required to be applied retrospectively. We are currently assessing the impact that this guidance will have on our financial statements at this time.
 
In August 2014, the Financial Accounting Standards Board issued ASU No. 2014-15. This standard provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, with early adoption permitted. The Company is evaluating the new guidance and plans to provide additional information about its expected impact at a future date.
 
 
F-14

 
 
In April 2015, the Financial Accounting Standards Board issued ASU No. 2015-03. This standard provides guidance on the balance sheet presentation for debt issuance costs and debt discounts and debt premiums. To simplify the presentation of debt issuance costs, this standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This ASU is effective for fiscal years beginning after December 15, 2015. The Company is evaluating the new guidance and plans to provide additional information about its expected impact at a future date.

The ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Impairment analyses will be made of all assets using future cash flow analysis. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount.

The Company held investments in equity securities that are required to be measured at fair value on a recurring basis. The Company’s investments consist of common stock of publicly traded company for which market prices are readily available.

The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below.

 
Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. Substantially all of our investments in equity securities are traded on an exchange in active markets and fair values are based on the closing prices as of the balance sheet date.

 
Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Fair values of investments in fixed maturity securities and notes payable and other borrowings are primarily based on price evaluations which incorporate market prices for identical instruments in inactive markets and market data available for instruments with similar characteristics. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit rating, estimated duration and yields for other instruments of the issuer or entities in the same industry sector.

 
Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and we may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities. Fair value measurements of non-exchange traded derivative contracts and certain other investments are based primarily on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants.
 
 
F-15

 
 
 
There were no transfers between the three levels during the year ended December 31, 2014. The Changes in Level 3 assets measured at fair value for the year ended December 31, 2014 were:       Oil & Gas Properties - $3,874,228

NOTE 22. INVESTMENTS IN CONVERTIBLE NOTES
 
In May 2013, the Company invested $175,000 in an unsecured convertible promissory note issued by Nitro Petroleum, Inc. The note bears interest at 9% and matured on June 30, 2016 with conversion price of $0.55 per share. As of December 31, 2013, the Company did not record any allowance for doubtful accounts. Interest payments received from this note will be recorded as interest income in the statement of operations. In 2014, this note was used as consideration to purchase oil and gas properties from Nitro Petroleum, Inc.

NOTE 23. INVESTMENTS IN EQUITY SECURITIES
 
The Company’s investments in equity securities are classified as trading securities and as such are carried at fair value based on quoted market prices. Realized and unrealized gains and losses for trading securities are included as earnings in statements of operations. There were no equity securities as of December 31, 2014.

Investments in equity securities as of December 31, 2013:  $100.00

NOTE 24. COMMON STOCK
 
There were 12,162,855 and 11,081,618 shares of common stock issued and outstanding as of December 31, 2014 and 2013, respectively.

In 2014 and 2013, the Company issued an aggregate of 22,312 and 40,000 common stock for past services to the Company. These shares were valued at $44,624 and $80,000, respectively.

In 2014, the Company repurchased an aggregate of 45,000 shares of common stock at $1 per share.

In 2014, the Company retired an aggregate of 635,000 shares of common stock, resulting in an increase of $362,150 in accumulated deficit and a decrease of $100,000 in common stock receivable. The shares remain as authorized stock; however, they are now considered unissued.

In 2014, the Company issued an aggregate of 1,543,529 shares of common stock in related to the conversion of $3,033,000 of convertible notes.

On August 20, 2014, the Company executed a put option agreement with 2 shareholders in which the Company is obligated to purchase 422,000 shares of common stock for the period of 18 months with a purchase price of the lesser of one dollar or fifty percent of the fair market value of the traded shares on the purchase date. Under the applicable accounting guidance, these option agreements were classified as a liability at its estimated fair value of $422,000.

NOTE 25. COMMITMENTS AND CONTINGENCIES
 
The Company has an obligation under an operating lease agreement for rent of its office space in Phoenix, Arizona. The term of the lease is from 2012 through 2017. The average monthly base lease payment over the remaining term of the lease is $4,196.

As of December 31, 2014 and December 31, 2013, the officers of the Company advanced $102,000 and $20,000 to the Company, respectively.

 
F-16

 
 
In 2013, the Company guaranteed a personal loan to one of the officers of the Company. The Company pledges the certificate of deposit as collateral for this loan. On April 2014, the certificate of deposit has been released and the Company has been released from its position as loan guarantee for the officer.
 
NOTE 26. INCOME TAXES
 
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

NOTE 27. RELATED PARTY TRANSACTIONS
 
The former director of the Company is a managing director of Pegasus Funds, LLC (“Pegasus”). As of December 31, 2014, Pegasus owned approximately 789,000 common shares.

One of the shareholder advances funds for the Company’s operations. These advances have no formal agreement, no stated interest rate and due on demand. The amount due as of December 31, 2014 and December 31, 2013 was $2,000 and $20,000, respectively.

On December 2014, one of the shareholders entered into a secured promissory note with the Company for $100,000 as an advance to Company to fund operations. The note is payable 120 days from the issue date at par value with consideration of 200,000 of Company common stock.  The note is governed by the jurisdictional laws of Arizona.

The Company advances funds to a former executive of the Company. These advances have a mutual repayment agreement in which the Company is to be reimbursed over a six month period. The amount receivable as of December 31, 2014 was $41,568.

The Company guaranteed a personal loan to W. Brown Glenn, Jr., former executive of the Company. The Company pledged the certificate of deposit as collateral guarantee for this loan. These actions taken by the Company were improperly made by Mr. Glenn without approval of the board of directors of the Company. On April 2014, the certificate of deposit was released and the Company has been released from its position as loan guarantor for Mr. Glenn.

On or about August 21, 2013, Mr. Glenn wired approximately $460,000 of the Company's funds to a law firm in Minnesota to settle a judgment which had been entered against Pegasus in a matter completely unrelated to the Company. In his instructions to the Company's bank, Mr. Brown indicated the wire was for a transaction with Nacona Production Company and caused the Company to file its Form 10-K reflecting that the wire was a deposit against a pending asset acquisition, all of which was not true. The Company has been aggressively pursuing its claims against Pegasus and its members, including Mr. Brown. The Company has settled its claims against Pegasus and all its members, except Mr. Brown. The Company is currently in settlement discussions with Mr. Brown, but should such discussions not result in a satisfactory settlement, the Company intends to aggressively pursue all of its legal remedies against Mr. Brown. On September 15, 2014, the Company entered into a settlement agreement with Pegasus and its members except for Mr. Brown, the principal terms of which included the forgiveness by Pegasus of the balance of the promissory note ($100,000 amount due as of September 30, 2014), surrender of 350,000 shares of the Company’s common stock to the Company, and placement of a lockup on most of the remaining shares of the Company’s common stock owned Pegasus and the other settling parties. Neither Pegasus nor any of its members, including Mr. Brown, has any further relationship with Company in any form.

 
F-17

 
 
NOTE 28. LONG-TERM DEBT
 
In 2014 Mr. Miller entered into a debenture transaction with the Company with the face value of $250,000.  These Debentures are of the same class offered to investors (Senior Unsecured Debentures).  Each yields an annual return on investment of 8% per annum, with a five year maturity.

During the fiscal year of 2014, Director Mr. Alexander Campbell entered into four separate debenture transactions with the Company for a total of $700,000.  These Debentures are of the same class offered to investors (Senior Unsecured Debentures).  Each yields an annual return on investment of 8% per annum, with a five year maturity.
 
NOTE 29. NATURAL GAS AND OIL EXPLORATION RISK
 
Exploration Risk
 
The Company's future financial condition and results of operations will depend upon prices received for its natural gas and oil production and the cost of finding, acquiring, developing and producing reserves. Substantially all of its production is sold under various terms and arrangements at prevailing market prices. Prices for natural gas and oil are subject to fluctuations in response to changes in supply, market uncertainty and a variety of other factors beyond its control. Other factors that have a direct bearing on the Company's prospects are uncertainties inherent in estimating natural gas and oil reserves and future hydrocarbon production and cash flows, particularly with respect to wells that have not been fully tested and with wells having limited production histories; access to additional capital; changes in the price of natural gas and oil; availability and cost of services and equipment; and the presence of competitors with greater financial resources and capacity.

Distribution Risk
 
The Company is dependent on the operator to market any oil production from its wells and any subsequent production which may be received from other wells.  It relies on the operator's ability and expertise in the industry to successfully market the same. Prices at which the operator sells gas/oil both in intrastate and interstate commerce, will be subject to the availability of pipelines, demand and other factors beyond the control of the operator. The Company and the operator believe any oil produced can be readily sold to a number of buyers.

NOTE 30. STOCK OPTIONS/STOCK-BASED COMPENSATION
 
The Company approved a non-qualified stock option plan in November 2013 to provide directors, officers and employees.  This plan allows for 40,000 shares of common stock per grant to be reserved for issuance. The options are non-qualified stock options and are valued at the fair market value of the stock on the date of grant. The options expire five years after the date of grant.

The Company accounts for stock-based compensation under the provisions of FASB ASC 718-10-55. This statement requires the Company to record an expense associated with the fair value of stock-based compensation. The Company uses the Black- Scholes option valuation model to calculate stock-based compensation at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. The Company used the simplified method to determine the expected term of the options due to the lack of sufficient historical data. Changes in these assumptions can materially affect the fair value estimate.   As of December 31, 2014, there was $59,994 of unrecognized compensation expenses related to the non-vested stock grant.
 
 
F-18

 
 
    Shares    
Weighted-Average
Exercise Price
   
Remaining
Contractual Term
(in Years)
 
Outstanding at December 31, 2013     160,000       2.00       5.00  
Granted     -       -       -  
Exercised     -       -       -  
Forfeited     (120,000 )     2.00       5.00  
Outstanding at December 31, 2014     40,000       2.00       4.00  
Exercisable at December 31, 2014     8,000       2.00       4.00  
 
The weighted average fair value at date of grant for options year ended December 31, 2014 was estimated using the Black-Scholes option valuation model with the following inputs:

Average expected life in years
    5.00  
Average risk-free interest rate
    2 %
Average volatility
    33.3 %
Dividend yield
    0 %
 
A summary of the status of the Company’s vested and non-vested option grants at December 31, 2014 and the weighted average grant date fair value is presented below:
 
    Shares    
Weighted-Average
Grant Date Fair Value per Share
    Weighted-Average Grant Date Fair Value  
Non-vested at December 31, 2013     160,000       1.87       299,200  
Granted     -       -       -  
Vested     (8,000 )     1.87       (14,960 )
Forfeited     (120,000 )     1.87       (224,400 )
Non-vested at December 31, 2014     32,000       1.87       59,840  
Vested at December 31, 2014     8,000       1.87       14,960  
 
NOTE 31. ASSET RETIREMENT OBLIGATIONS
 
The total future asset retirement obligation is estimated by management based on the Company’s net working interests in all wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future periods. At December 31, 2014 and 2013, the Company estimated the undiscounted cash flows related to asset retirement obligation to total approximately $171,697. The fair value of the liability at December 31, 2014 and 2013 is estimated to be $76,620 and $1,254, respectively, using risk free rates of 7 percent and inflation rates of 2.4 percent. The actual costs to settle the obligation are expected to occur in approximately 15 to 60 years.

 
F-19

 
 
Changes to the asset retirement obligation were as follows:
 
   
December 31 2014
   
December 31 2013
 
Balance, beginning of year
  $ 1,254     $ -  
Liabilities incurred
    75,439       1,203  
Change in estimate
    (73 )     -  
Disposal
    (194 )     -  
Accretion exepense
    194       51  
Balance, end of year
  $ 76,620     $ 1,254  
 
NOTE 32.  SUBSEQUENT EVENTS
 
Subsequent to year end, one of the shareholders executed two debentures with each yields an annual return on investment of 8% per annum, with a five year maturity.  The two debentures have a total face value amount of $400,000.  In addition, on June 8, 2015, this shareholder pledged $34,666 in the form of a Secured Promissory Note to retire a Company debt.  KBM Worldwide was the counterparty and received the funds in exchange for debt payoff.

Subsequent to year end, one of the shareholders pledged $34,000 in the form of a Secured Promissory Note to retire a Company debt.  KBM Worldwide was the counterparty and received the funds in exchange for debt payoff.

Subsequent to year end, one of the shareholders pledged $35,334 in the form of a Secured Promissory Note to retire a Company debt.  KBM Worldwide was the counterparty and received the funds in exchange for debt payoff.

Subsequent to year end, KBM Worldwide Note was paid off.

Subsequent to year end, the Company entered into a warrant agreement with one of the shareholder in which the shareholder is entitled to purchase from the Company 200,000 shares at exercise price of $.10

Subsequent to year end, the Company issued 2,141,731 shares of common stock.
 
Subsequent to year end, the Company restated, through renewal, its consulting agreement with Goldman Advisers, LLC.
 
Subsequent to year end, the Company revised the Purchase Sale Agreement (“PSA”) with White Stone Resources and Royal Petroleum.  The agreement between the two Companies allowed for cash consideration due in lieu of the PSA to be paid via Company common stock (OTQB: CRMI).  Issuance of 800,000 additional shares were made to fully retired all amounts due to White Stone, Royal and all related parties for the acquisition of such assets.
 
 
F-20

 
 
PART III

ITEM 10- DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Name Age Position
Dennis Miller 65 CEO
Jeff Tregaskes 57 CFO
Phillip M. Nuciola 42 Director
Alex Campbell 58 Director
 
Dennis W. Miller (65)CEO. Mr. Miller has for the past five years, controlled G.C. T. LLC, a privately-held company specializing in pre-testing GPS products for major OEM’s like Garmin and Magellan.  He along with his family, has been actively investing in Arizona for more than thirty years. . During his thirty-year career as an investor, he has served on several boards and was the Co-founder and board member of AutoCorp Equities, Inc. (ACOR), a publicly-traded, Phoenix-based automotive finance company. He ultimately also served as President of ACOR’s captive Cayman Islands subsidiary, Consumer Insurance Services Inc.

Jeff Tregaskes (57) – CFO. Jeff Tregaskes has spent over 18 years of his career as a commercial real estate developer, investor, builder, and agent. He has a track record of successful project development in Arizona, Texas, Colorado and New York. Jeff has represented landlords, tenants, buyers and sellers and has an extensive client resume that includes broad national and international resources. Jeff also has an comprehensive background in land procurement, entitlement, development, vertical construction, restoration, and disposition nationwide. In addition to his real estate experience, Jeff and his family have also been key investors in many small to mid-cap companies. He has significant managerial experience in financial arbitrage, equity raises, and debt restructuring of multiple companies in excess of $50 million. He also has been involved in the life settlement business, funding business opportunities on an institutional basis.

Alex Campbell (58) – Director, Mr. Alex Campbell has been in the Oil and Gas Business since 1980, currently as the Vice President of Land for a Colorado based company, Enduring Resources, LLC. Prior to joining Enduring, Mr. Campbell was Vice President and Executive Vice President for Aspect Resources, LLC from August 1996 until December 2001 and Vice President for Aspect Energy, LLC from January 2001 until June 2004.  From 1980 until 1996, Mr. Campbell held various land and managerial positions with Texas Oil and Gas Corporation (aka TXO Production Corp.) and Lario Oil & Gas Company. Mr. Campbell has held Director positions with multiple public and private companies.

Phillip M. Nuciola (42)Director. Mr. Phillip M. Nuciola has served as President of Capital Markets for Core since January 1, 2014. While serving in this position, he was primarily responsible for a significant reduction in operating costs and the conversion of a majority of the company’s outstanding convertible debentures to common stock. He has negotiated new funding for Core from institutional and private sources and has made a significant personal investment. Prior to joining Core Resource Management, Mr. Nuciola was the Chairman/CEO of PowerOneData (P1DI) International, a US/India Based Advanced Metering Infrastructure (Smart Grid) company. He was responsible for sourcing $30 million in funding for PowerOne. He also served as CEO of American Impact Equity, a privately held investment fund. He maintained senior positions at Cornerstone Partners, Kingsman Capital and later with Sanders, Morris, & Harris and Scottsdale Capital Advisors. Mr. Nuciola has organized and financed (

No director or executive officer has, within the last ten years; (i) filed any federal bankruptcy petition or any like petition under state insolvency laws (ii) been convicted in or been the subject of any criminal proceedings (iii) been the subject of any order, judgment or decree involving the violation of any state or federal securities laws or (iv) been temporarily or permanently barred from engaging in any type of business practice or those practices specifically listed in and requiring disclosure under 17 CFR Section 229.401(f).
 
Board of Directors

Our Board of Directors currently consists of four directors; Messrs. Nuciola, Campbell, Tregaskes, and Miller, with Messrs.  Campbell, Tregaskes, qualifying as independent directors.  The Directors are elected to serve one-year terms and our Bylaws permit up to seven directors. The majority of our directors qualify as independent directors for purposes of compliance with the corporate governance rules as approved by the SEC for the NYSE-AMEX.

 
23

 
 
Board Committees

Our Board of Directors currently consists of six directors; Messrs. Clark, Campbell, Tregaskes, Nuciola, and Miller.  The Directors are elected to serve one-year terms and our Bylaws permit up to seven directors. The majority of our directors qualify as independent directors for purposes of compliance with the corporate governance rules as approved by the SEC for the NYSE-AMEX.
 
Audit Committee

The independent directors have determined that Mr. Tregaskes meets the qualifications as an “audit committee financial expert” within the meaning of the regulations of the SEC and exchange rules. As a result, Mr. Tregaskes was elected chairman of that committee. The audit committee approved and adopted the audit committee charter (included herein by reference). The primary responsibilities of our audit committee will include:

●  
Appointing and approving the compensation of, and assessing the qualifications and independence of our independent public accounting firm, which is currently Chapman Hext PC.
●  
Overseeing the work of our independent public accounting firm, including the receipt and assessment of reports from that firm.
●  
Reviewing and discussing with management and our independent public accounting firm our annual and quarterly financial statements and related disclosures.
●  
Preparing the audit committee report required by the SEC rules to be included in our annual proxy statements.
●  
Monitoring our internal control over financial reporting and our disclosure controls and procedures.
●  
Reviewing our risk management status.
●  
Establishing policies regarding hiring employees from our independent public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns.
●  
Meeting independently with our independent public accounting firm and management.
●  
Monitoring compliance by our senior financial officers with our code of conduct and ethics.
 
All audit and non-audit services to be provided by our independent public accounting firm must be approved, in advance, by the audit committee.

Compensation Committee

We expect that one of the other independent directors will be elected to serve as chair of the compensation committee. None of the persons eligible to serve on the compensation committee will have ever been employed by us. The primary responsibilities of the compensation committee will include:

●  
Annually reviewing and approving corporate goals and objectives relevant to the compensation of executive officers.
●  
Reviewing and approving, or making recommendations to our Board of Directors with respect to, the compensation of our executive officers.
●  
Overseeing an evaluation of our executive officers.
●  
Overseeing and administering our cash and equity incentive plans.
 
Nominating and governance Committee

We expect three of the independent directors will serve on our nominating and governance committee. The primary responsibilities of that committee will be:

●  
Identifying candidates for the Board of Directors.
●  
Recommending to our Board of Directors the persons to be nominated for election as directors and to each of our board’s committees.
 
 
24

 
 
●  
Reviewing and making recommendations to our Board of Directors with respect to management succession planning.
●  
Developing, updating and recommending to our Board of Directors corporate governance principals and policies.
●  
Overseeing the evaluation of our Board of Directors.
●  
Reviewing and making recommendations to our Board of Directors with respect to director compensation.
 
Code of Conduct and Ethics

Our Board of Directors will adopt a code of conduct and ethics that will be effective immediately following the effective date of this registration statement. The code of conduct and ethics will establish the standards of ethical conduct applicable to all directors, officers, and employees of our Company. The code addresses, among other things, conflicts of interest, compliance with disclosure controls and procedures and internal control over financial reporting, corporate opportunities and confidentiality requirements. The audit committee of our board will be responsible for applying and interpreting our code of conduct and ethics in situations where questions arise.

Corporate Governance

We believe that good corporate governance is important to ensure that, as a public company, we will be managed for the long-term benefit of the shareholders. In preparation for the completion of this registration statement and in the event the Company makes an application for listing of the Company’s shares on the NYSE-AMEX, we have been reviewing the corporate governance policies and practices of other public companies. We have also considered the provisions of the Sarbanes-Oxley Act and the rules of the SEC and NYSE-AMEX Exchange. Based on that review, our Board of Directors will begin taking steps to implement many of those provisions and rules.

Election of Directors and Vacancies

The Company’s Bylaws provide that the Board of Directors, which currently consist of four (4) directors may have up to a maximum of seven (7) directors. Our Bylaws further provide that vacancies on our Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors or a super majority vote of the shareholders. Directors elected to fill vacancies hold office until the expiration of the term of the director they replaced.

Compensation Discussion and Analysis

As of the date of this filing, the base salaries of our one executive has already been established for a period of two years, based on the provisions of the Exchange Agreement (see, Summary – Selected Corporate History) and listed in the Summary Compensation Table following.  After the initial two year period covered by the provisions of the Exchange Agreement, the compensation for our executive officers will be determined by the Compensation Committee.

Planned objectives

We expect that our executive compensation programs for our named executive officers will be designed to achieve the following objectives:

●  
To provide executives with overall levels of compensation that we believe are competitive with the high growth energy sector.
●  
To attract the highest caliber of talent.
●  
To provide executive pay packages with appropriate short and long-term incentives, including annual bonus and equity compensation tied to individual and company performance.
●  
To reward performance that creates shareholder value for our company.
 
Components of future executive compensation programs

We expect that our executive compensation plans will include some combination of the following elements of compensation that are generally recognized as important in attracting and retaining qualified individuals:

●  
Base salaries
 
 
25

 
 
●  
Annual cash incentives
●  
Long-term incentives
●  
Employee benefits programs
●  
Stock Incentive Plan
 
While we have not adopted any formal policies regarding executive compensation, including policies or guidelines for allocating compensation among salary, cash incentives, long-term incentives and other benefits, we expect to do so within the next 12 months.

ITEM 11 – EXECUTIVE AND DIRECTOR COMPENSATION
 
The following table provides information with respect to compensation for our named executive officers
 
Name and Principal Position
 
Year
 
Salary
   
Bonus
   
Stock Awards
   
All Other Compensation
   
Total
 
Dennis Miller
CEO
 
2014
  $ 117,000     $ -     $ 14,998     $ -     $ 131,998  
Jeff Tregaskes
CFO
 
2014
  $ 96,000     $ -     $ -     $ -     $ 96,000  
James Clark
President and interim CFO
 
2014
  $ 180,000     $ -     $ -     $ -     $ 180,000  
James Clark
President and interim CFO
 
2013
  $ 240,000     $ -     $ -     $ -     $ 240,000  
Phillip M. Nuciola
Chairman of the Board and
President of Capital Markets
 
2014
  $ 180,000     $ -     $ -     $ -     $ 180,000  

Director Compensation

The independent members of the Company’s Board of Directors do not receive any compensation for board meetings attended. Each independent director will receive an annual stock grant of 10,000 shares of restricted common stock and annual grant of stock options equal to 40,000 shares.

With the exception of group medical insurance, no retirement, pension, profit sharing, or stock option programs have been adopted by the Company for the benefit of its employees.

Option Grants
There were no stock options granted to the named executive officers for the year ended December 31, 2014.
 
 
26

 
 
Aggregated Option Exercises in This Year and Year-End Option Values
The following table sets forth the option exercises and year-end option values for the named executive officers.
 
               
Number of Securities
Underlying
Unexercised Options at
Fiscal Year End
   
Value of Unexercised
Options at
Fiscal Year End ($)
 
Name
 
Shares Acquired on Exercise (#)
   
Value
Realized ($)
   
Exercisable
   
Unexercisable
   
Exercisable
   
Unexercisable
 
Dennis Miller
    -       -       8,000       32,000     $ 14,960     $ 59,840  
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of the filing of this Form 10, certain information concerning the beneficial ownership of our common stock as of March 31, 2013, by (i) each stockholder known by us to own beneficially five percent or more of our outstanding common stock (ii) each director (iii) each named executive officer, and (iv) all of our executive officers and directors as a group and their percentage ownership and voting power.
 
Name of Beneficial Owner
 
Amount of Beneficial Ownership
   
Percentage
 
             
5% Shareholders:
           
William Brown Glenn Jr.
    1,000,000       8.22 %
Robert A. Shuey III
    789,858       6.49 %
Pegasus Funds, LLC
    678,893       5.58 %
James D. Clark
    2,413,300       19.84 %
                 
Executive Officers and Directors
         
Alex Campbell
    5,374 *        
Dennis Miller (1)
    151,750       1.24 %
Phillip M. Nuciola
    2,400,000       19.73 %
 
(1)  
Includes Options approved in February and granted on November 7th, 2013. The term   of each option is five years, subject to vesting and exercisable at $2.00 per common share.
 
(1)  
Includes Options approved in February and granted on November 7th, 2013. The term of each option is five years, subject to vesting and exercisable at $2.00 per common share.
*           Less than 1%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as otherwise described herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

Our former President was the largest equity holder in Clark Scott, LLC and consequently became our largest shareholder after the September merger. The Company advances funds and these advances have no formal agreement, no stated interest rate and due on demand. The amount receivable as of December 31, 2014 was $41,568.

Two of the shareholders advance funds for the Company’s operations. These advances have no formal agreement, no stated interest rate and due on demand. The amount due as of December 31, 2014 and December 31, 2013 was $102,000 and $20,000, respectively.

The Company guaranteed a personal loan to W. Brown Glenn, Jr., former executive of the Company. The Company pledged the certificate of deposit as collateral guarantee for this loan. These actions taken by the Company were improperly made by Mr. Glenn without approval of the board of directors of the Company. On April 2014, the certificate of deposit was released and the Company has been released from its position as loan guarantor for Mr. Glenn.

 
27

 
 
On or about August 21, 2013, Mr. Glenn wired $460,000 of the Company's funds to a law firm in Minnesota to settle a judgment which had been entered against Pegasus in a matter completely unrelated to the Company. In his instructions to the Company's bank, Mr. Brown indicated the wire was for a transaction with Nacona Production Company and caused the Company to file its Form 10-K reflecting that the wire was a deposit against a pending asset acquisition, all of which was not true. The Company has been aggressively pursuing its claims against Pegasus and its members, including Mr. Brown. The Company has settled its claims against Pegasus and all its members, except Mr. Brown. The Company is currently in settlement discussions with Mr. Brown, but should such discussions not result in a satisfactory settlement, the Company intends to aggressively pursue all of its legal remedies against Mr. Brown. On September 15, 2014, the Company entered into a settlement agreement with Pegasus and its members except for Mr. Brown, the principal terms of which included the forgiveness by Pegasus of the balance of the promissory note ($100,000 amount due as of September 30, 2014), surrender of 350,000 shares of the Company’s common stock to the Company, and placement of a lockup on most of the remaining shares of the Company’s common stock owned Pegasus and the other settling parties. Neither Pegasus nor any of its members, including Mr. Brown, has any further relationship with Company in any form.

Policies and Procedures with Respect to Related Party Transactions.

The chairman of our audit committee has managerial experience and he also has served on numerous public boards as audit committee member and is thoroughly familiar with the types of related party transactions that occur in smaller companies. Management relies on his and our outside accounting firm’s expertise regarding potential conflicts and disclosure.

Director Independence

Our Board of Directors has determined that the following directors are independent directors for purposes of compliance with the corporate governance rules of the NYSE AMEX exchange; Messrs. Campbell and Tregaskes. We intend to comply with the rules relating to the number of independent directors composing our board and we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only the independent directors are present. We intend to comply with future governance requirements to the extent they become applicable to us.

ITEM 14- PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth information regarding the amount billed to us by our independent auditors, Chapman, Hext & Co., P.C. and Robert Adams, C.P.A., accounting preparation fees billed to us by our accountants, and legal fees that coincide with the accounting and regulatory filing work for the years ended December 31, 2014 and 2013:
 
    Years Ended December 31  
   
2014
   
2013
 
Audit Fees (1)
  $ 95,323.75     $ 20,000  
Audit-Related Fees
    81,953       -  
Tax Fees
    -       -  
All Other Fees
    17,271       -  
 
 
28

 
 
(1) Audit Fees are the aggregate fees billed by the independent auditor for the audit of the annual financial statements, reviews of interim financial statements, and attestation services that are provided in connection with statutory and regulatory filings or engagements.

Generally, the board of directors approves in advance audit and non-audit services to be provided by our independent auditors. In other cases, in accordance with Rule 2-01(c)(7) of Securities and Exchange Commission Regulation S-X, the board of directors has delegated preapproval authority to our President for matters that arise or otherwise require approval between regularly scheduled meetings of the board of directors, provided that such approvals are reported to the board of directors at its next regularly scheduled meeting.

A large amount of the increased fees year over year was due to the complex nature and additional work necessary to file a consolidated statement after the Mergers and Acquisitions during the year of 2014.  We anticipate the fees for such services to decline during the fiscal year 2015.
 
ITEM 15.  EXHIBITS

Exhibit No              Item

Exhibit 2.1
Merger Agreement between Core Resource Management, Inc., Core Resource Holding Co., and Nitro Petroleum, Inc. (1)(3)
Exhibit 2.2
Merger 14D filing pursuant to Merger of Core Resource Management, Inc., Core Resource Holding Co., and Nitro Petroleum, Inc. (1)
Exhibit 3.1
Articles of Incorporation (1)
Exhibit 3.2
Second Amended and Restated Bylaw  (3)
Exhibit 10.1
Asset Purchase Agreement between Core Resource Management, Inc., White Stone Resources Limited, and Royal Petroleum, Inc. (2)
Exhibit 10.2
Revised agreement acceptance of stock for full consideration between Core Resource Management, Inc., White Stone Resources Limited, and Royal Petroleum, Inc. (3)
Exhibit 10.3
Placement Agreement dated February 24, 2014, between Casimir Capital and the Company (2)
Exhibit 10.4
Promissory Note between Company and Dennis W. Miller (related party note) October 7, 2014 (3)
Exhibit 10.7
Consulting Agreement dated July 1, 2014 between Company and Goldman Advisers, LLC. (3)
Exhibit 16.1
Letter for Change in Certifying Accountant (2)(3)
Exhibit 21.1
List of Subsidiaries (1)
Exhibit 23.1
Consent of Robert Adams, P.C. (3)
Exhibit 31.1
Certification pursuant to 18 U.S.C. Section 1350, as adapted to Section 302 of the Sarbanes-Oxley Act 2002 (Chief Executive officer and Chief Accounting Officer) (3)
Exhibit 32.1
Certification pursuant to 18 U.S.C Section 1350, as adapted to Section 906 of the Sarbanes-Oxley Act 2002 (Chief Executive officer and Chief Accounting Officer) (3)
Exhibit 99.1
Reserve Report dated May 28, 2014, and issued by Ramsey Petroleum Management, LLC relating to the Company's oil and gas reserves as of January 1, 2015 (3)
 
(1)  
Previously filed in connection with the Company's Form 10 Registration Statement, 14D and incorporated herein by reference.
 
(2)  
Previously filed in connection with the Company's Form 8-K and incorporated herein by reference.
 
(3)  
Filed herewith
 

 
29

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 21st Day of December, 2015.

CORE RESOURCE MANAGEMENT, INC.

SIGNATURE:   /s/ Dennis W. Miller
Dennis W. Miller, Chief Executive Officer

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on the 6th Day of January, 2016.

Signatures                                                           Capacity

/s/ Dennis Miller                                Chief Executive Officer

/s/ Alex Campbell                                               Director
 
 /s/ Jeff Tregaskes                                              Director                                                                                        
 
/s/ Phillip M. Nuciola                                         Director

 
 
 
30

 
 
EXHIBIT INDEX


Exhibit No             Item

Exhibit 2.1
Merger Agreement between Core Resource Management, Inc., Core Resource Holding Co., and Nitro Petroleum, Inc. (1)(3)
Exhibit 2.2
Merger 14D filing pursuant to Merger of Core Resource Management, Inc., Core Resource Holding Co., and Nitro Petroleum, Inc. (1)
Exhibit 3.1
Articles of Incorporation (1)
Exhibit 3.2
Second Amended and Restated Bylaw (3)
Exhibit 10.1
Asset Purchase Agreement between Core Resource Management, Inc., White Stone Resources Limited, and Royal Petroleum, Inc. (2)
Exhibit 10.2
Revised agreement acceptance of stock for full consideration between Core Resource Management, Inc., White Stone Resources Limited, and Royal Petroleum, Inc. (3)
Exhibit 10.3
Placement Agreement dated February 24, 2014, between Casimir Capital and the Company (2)
Exhibit 10.4
Promissory Note between Company and Dennis W. Miller (related party note) October 7, 2014 (3)
Exhibit 10.7
Consulting Agreement dated July 1, 2014 between Company and Goldman Advisers, LLC. (3)
Exhibit 16.1
Letter for Change in Certifying Accountant (2)(3)
Exhibit 21.1
List of Subsidiaries (1)
Exhibit 23.1
Consent of Robert Adams, P.C. (3)
Exhibit 31.1
Certification pursuant to 18 U.S.C. Section 1350, as adapted to Section 302 of the Sarbanes-Oxley Act 2002 (Chief Executive officer and Chief Accounting Officer) (3)
Exhibit 32.1
Certification pursuant to 18 U.S.C Section 1350, as adapted to Section 906 of the Sarbanes-Oxley Act 2002 (Chief Executive officer and Chief Accounting Officer) (3)
Exhibit 99.1
Reserve Report dated May 28, 2014, and issued by Ramsey Petroleum Management, LLC relating to the Company's oil and gas reserves as of January 1, 2015 (3)
 
(1)
Previously filed in connection with the Company's Form 10 Registration Statement, 14D and incorporated herein by reference.
 
(2)
Previously filed in connection with the Company's Form 8-K and incorporated herein by reference.
 
(3)
Filed herewith
 
 
 
 
31

Exhibit 2.1
Merger Agreement between Core Resource Management, Inc., Core Resource Holding Co., and Nitro Petroleum, Inc.

 
AGREEMENT AND PLAN OF MERGER
 
between
 
CORE RESOURCE MANAGEMENT, INC.
 
and
 
CORE RESOURCE MANAGEMENT HOLDING CO.
 
and
 
NITRO PETROLEUM, INC.
 
dated as of
 
August 27, 2014

 
 

 
 
TABLE OF CONTENTS
 
ARTICLE I THE MERGER
5
Section 1.01 The Merger
5
Section 1.02 Closing
5
Section 1.03 Effective Time.
5
Section 1.04 Effects of the Merger
5
Section 1.05 Certificate of Incorporation; By-laws
6
Section 1.06 Directors and Officers
6
ARTICLE II EFFECT OF THE MERGER ON CAPITAL STOCK
6
Section 2.01 Effect of the Merger on Capital Stock
6
Section 2.02 Surrender and Payment.
7
Section 2.03 Dissenting Shares
9
Section 2.04 Adjustments
9
Section 2.05 Withholding Rights
10
Section 2.06 Lost Certificates
10
Section 2.07 Treatment of Stock Options and Other Stock-based Compensation
10
Section 2.08 Treatment of Warrants
11
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE
 
COMPANY
11
Section 3.01 Organization; Standing and Power; Charter Documents; Minutes; Subsidiaries
12
Section 3.02 Capital Structure
12
Section 3.03 Authority; Non-contravention; Governmental Consents
13
Section 3.04 SEC Filings; Financial Statements; Internal Controls; Sarbanes-Oxley Act Compliance
16
Section 3.05 Absence of Certain Changes or Events
18
Section 3.06 Taxes.
18
Section 3.07 Intellectual Property
21
Section 3.08 Compliance; Permits
21
Section 3.09 Litigation
22
 
 
 

 
 
Section 3.10 Regulatory Actions or Inquiries
22
Section 3.11 Brokers' and Finders' Fees.
23
Section 3.12 Related Party Transactions
23
Section 3.13 Employee Matters
23
Section 3.14 Real Property and Personal Property Matters
27
Section 3.15 Environmental Matters
28
Section 3.16 Material Contracts
28
Section 3.17 Proxy Statement.
31
Section 3.18 Fairness Opinion
31
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
31
Section 4.01 Organization
31
Section 4.02 Authority; Non-contravention; Governmental Consents
31
Section 4.03 Proxy Statement.
33
Section 4.04 Share Allocation Capability
33
Section 4.05 Legal Proceedings
33
ARTICLE V COVENANTS
34
Section 5.01 Conduct of Business of the Company
34
Section 5.02 Other Actions
37
Section 5.03 Access to Information; Confidentiality
37
Section 5.04 No Solicitation
37
Section 5.05 Stockholders Meeting; Preparation of Proxy Materials
40
Section 5.06 Notices of Certain Events
42
Section 5.07  Employees; Benefit Plans
42
Section 5.08 Directors' and Officers' Indemnification and Insurance
43
Section 5.09 Reasonable Best Efforts
45
Section 5.10 Public Announcements
47
Section 5.11 Takeover Statutes
48
Section 5.12 Section 16 Matters for Beneficial Owners of more than 10%
48
Section 5.13 Further Assurances.
48
 
 
 

 
 
ARTICLE VI CONDITIONS
48
Section 6.01 Conditions to Each Party's Obligation to Effect the Merger
48
Section 6.02 Conditions to Obligations of Parent and Merger Subsidiary
49
Section 6.03 Conditions to Obligation of the Company
50
ARTICLE VII TERMINATION, AMENDMENT AND WAIVER
51
Section 7.01 Termination By Mutual Consent.
51
Section 7.02 Termination By Either Parent or the Company
51
Section 7.03 Termination By Parent.
51
Section 7.04 Termination By the Company
52
Section 7.05 Notice of Termination; Effect of Termination
53
Section 7.06 Fees and Expenses Following Termination
53
Section 7.07 Amendment.
54
Section 7.08 Extension; Waiver
55
ARTICLE VIII MISCELLANEOUS
55
Section 8.01 Definitions
55
Section 8.02 Interpretation; Construction
63
Section 8.03 Survival.
63
Section 8.04 Governing Law
64
Section 8.05 Submission to Jurisdiction
64
Section 8.06 Waiver of Jury Trial.
65
Section 8.07 Notices.
65
Section 8.08 Entire Agreement.
66
Section 8.09 No Third Party Beneficiaries.
66
Section 8.10 Severability
66
Section 8.11 Assignment.
67
Section 8.12 Remedies.
67
Section 8.13 Specific Performance
67
Section 8.14 Counterparts; Effectiveness
67
 
 
 

 
 
AGREEMENT AND PLAN OF MERGER
 

This Agreement and Plan of Merger (this "Agreement"), is entered into as of August 24, 2014 by and among Nitro Petroleum, a Nevada corporation (the "Company"), Core Resource Management, Inc., a Nevada corporation ("Parent"), and Core Resource Management Subsidiary, a Nevada corporation and a wholly-owned Subsidiary of Parent ("Merger Sub" or “Holding Co.”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in 8.01 hereof.
 

 
RECITALS
 

WHEREAS, the parties intend that Merger Subsidiary be merged with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth herein;
 
WHEREAS, in the Merger, upon the terms and subject to the conditions of this Agreement, each share of common stock (OTCQB: NTRO), duly authorized and registered, of the Company (the "Company Common Stock") will be converted into the right to receive the Merger Consideration; As described below Core Resource Management, Inc. Shares that will be Consideration for this transaction will be provided at the ratio of 10.5 shares of NTRO for 1 share of CRMI, and shall become full and fair payment as agreed by management, directors, and shareholders.
 
WHEREAS, the Board of Directors of the NITRO Petroleum, Inc. (the "Company Board") has unanimously (a) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, to enter into this Agreement with Parent and Merger Subsidiary, (b) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption of this Agreement by the stockholders of the Company;
 
WHEREAS, the respective Boards of Directors of Core Resource Management, Inc. and Core Resource Management, Inc. and Core Resource Management Holding Co. SUBSIDIARY Parent and Merger Subsidiary have, on the terms and subject to the conditions set forth in this Agreement, unanimously approved this Agreement; and
 
WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Merger.

 
NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, agree as follows:
 
 
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ARTICLE I
 
THE MERGER
 

Section 1.01                      The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes of Corporations (the "NRSC"), at the Time of 5:00 PM PST on August 27, 2014 and as soon after as approved by regulation, (a) Merger Subsidiary will merge with and into the Company (the "Merger"), and (b) the separate corporate existence of Merger Subsidiary will cease and the Company will continue its corporate existence under Nevada Law and the NGCL as the surviving corporation in the Merger (sometimes referred to herein as the "Surviving Corporation" and exist as a wholly owned subsidiary of Core Resource Management, Inc.).
 
Section 1.02                      Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the "Closing") will take place at 5pm CST on August 27, 2014 in Shawnee, Oklahoma, as soon as practicable (and, in any event, within three
(3) Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all such conditions), unless this Agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto. The Closing shall be held at the offices of Nitro Petroleum, Inc., 624
 
W. Independence, STE 101, Shawnee, OK 74804, unless another place is agreed to in writing by the parties hereto, and the actual date of the Closing is hereinafter referred to as the "Closing Date".
 
Section 1.03                      Effective Time. Subject to the provisions of this Agreement, at the Closing, the Company, Parent and Merger Subsidiary will cause a ARTICLES OF MERGER (the "Articles of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Nevada in accordance with the relevant provisions of the NRSC and shall make all other filings or recordings required under the NRSC. The Merger will become effective at such time as the Articles of Merger has been duly filed with the Secretary of State of the State of Nevada or at such later date or time as may be agreed by the Company and Parent in writing and specified in the Articles of Merger in accordance with the NRSC (the effective time of the Merger being hereinafter referred to as the "Effective Time").
 
Section 1.04                      Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the NRSC. Without limiting the generality of
 
the foregoing, and subject thereto, from and after the Effective Time, All Property, Rights, Privileges, Immunities, Powers, Licenses and authority of the Company and Merger Subsidiary shall vest in the Surviving Corporation; Tax Loss Carry-Forwards, Net Operating Loss, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Subsidiary shall become the Debts, Liabilities, Obligations, restrictions and duties of the Surviving Corporation.
 
 
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Section 1.05                      Certificate of Incorporation; By-laws. At the Effective Time, (a) the certificate of incorporation of the Company shall be amended so as to read in its entirety as set forth in Exhibit A, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by Nevada and Federal Law, and (b) the By-laws of Merger Subsidiary as in effect immediately prior to the Effective Time shall be the by- laws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the certificate of incorporation of the Surviving Corporation or as provided by applicable Law. As of the date of this agreement, Core Resource Management, Inc.
Board of Directors have approved the By-laws of Nitro Petroleum to be adopted as amended by Core Resource Management, Inc. and agreed upon by Core Resource Management, Inc. Board of Directors, pending the successful completion of the Merger.
 
Section 1.06                      Directors and Officers. The directors and officers of Core Resource Management Holding Co., in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified by terms of the amended by-laws re-election, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.
 

 
ARTICLE II
 
EFFECT OF THE MERGER ON CAPITAL STOCK
 

Section 2.01                      Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Subsidiary or the Company or the holder of any capital stock of Parent, Merger Subsidiary or the Company:
 
(a) Cancellation of Certain Company Common Stock. Each share of Company Common Stock that is owned by Parent, Merger Subsidiary or the Company (as treasury stock or otherwise) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.
 
(b) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii)

 
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Dissenting Shares) will be converted into the right to receive .0952 shares of Core Resource Management, Inc. common stock, OTCQB: CRMI (Exchange Ratio of 10.5 shares NTRO to 1share CRMI “Exchange Ratio”) (the "Merger Consideration"). This conversion ratio was based on a Premium to market price of NTRO shares based on a full evaluation and approval of Nitro Petroleum, Inc. management and its experts.
 
(c) Cancellation of shares. At the Effective Time, all shares of NTRO Common Stock will no longer be outstanding and all shares of NTRO Common Stock will be cancelled and retired and will cease to exist, and, subject to Section 2.01(a), each holder of a certificate formerly representing any such shares (each, a "Certificate") will cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 2.02 hereof.
 
(d) Conversion of Merger Subsidiary Capital Stock. Each share of common stock, par value $0.001 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
 

Section 2.02                      Surrender and Payment.
 
(a) Prior to the Effective Time, Parent shall appoint HOLLADAY STOCK TRANSFER, INC. with an address of 2939 North 67th Place, Scottsdale, AZ 85251 as exchange agent reasonably acceptable to the Company (the "Exchange Agent") to act as the agent for the purpose of exchanging for the Merger Consideration for: (i) the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the "Book-Entry Shares").
 
On and after the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Exchange Agent, sufficient shares to pay the aggregate Merger Consideration that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Book-Entry Shares (the "Payment Shares Fund") in amounts and at the times necessary for such payments. The Payment Shares shall not be used for any other purpose.
 
The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Shares for the Merger Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent) for use in such exchange.
 
(b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive

 
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the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon:
 
(i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or
 
(ii) receipt of an "agent's message" by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.03, each such Certificate or Book-Entry Share, as applicable, shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof.
 
(iii) No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book-Entry Share.
 
(iv) Upon payment of the Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates so surrendered shall immediately be cancelled.
 
(c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred, and (ii) the Person requesting such share payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such share payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.
 
(d) All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article II.
 
(e) Any portion of the Payment Fund that remains unclaimed by the holders of Shares, FOUR (“4”) months after the Effective Time, shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.02 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common

 
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Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock ONE (“1”) year after the Effective Time shall become, to the extent permitted by applicable Law, the property of Parent, free and clear of any claims or interest of any Person previously entitled thereto.
 
(f) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to Parent, upon demand.

Section 2.03                      Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with NRSC Section 92A.300 of the NRSC (such shares of Company Common Stock being referred to collectively as the "Dissenting Shares" until such time as such holder fails to perfect or otherwise loses such holder's appraisal rights under the NRSC with respect to such shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by NRSC Section 92A.300 of the NRSC; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder's right to appraisal pursuant to NRSC Section 92A.480of the NRSC or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by NRSC Section 92A.480 of the NRSC, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the case may be.

The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the NRSC that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Section 2.04                      Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur (other than the issuance of additional shares of capital stock of the Company as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or distribution paid in stock, the Merger
 
 
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Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change.

Section 2.05                      Withholding Rights. Each of the Exchange Agent, Parent, Merger Subsidiary and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article II such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations issued pursuant thereto (the "Code"), or any provision of state, local or foreign Tax Law. To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent, Merger Subsidiary or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Exchange Agent, Parent, Merger Subsidiary or the Surviving Corporation, as the case may be, made such deduction and withholding.

Section 2.06                      Lost Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the Shares formerly represented by such Certificate as contemplated under this Article II.
 
Section 2.07                      Treatment of Stock Options and Other Stock-based Compensation.
 
(a)           The Company shall take all requisite action so that, at the Effective Time, each option to acquire shares of Company Common Stock (each, a "Company Stock Option") that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by
 
(y) the excess, if any, of the Merger Consideration over the per share exercise price under such Company Stock Option, less any Taxes required to be withheld in accordance with. Section 2.05. (X × Y – tax = option conversion price)
 
(b) The Company shall take all requisite action so that, at the Effective Time, each restricted stock unit award and other right, contingent or accrued, to acquire or receive shares of Company Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of shares of Company Common Stock that

 
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may be held, awarded, outstanding, payable or reserved for issuance under any Company Stock Plan (as defined below), other than Company Stock Options (each, a "Company Stock Award") immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holder of that Company Stock Award or any other Person, cancelled and converted into the right to receive from Parent and the Surviving Corporation, as promptly as reasonably practicable after the Effective Time, an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of Company Common Stock in respect of such Company Stock Award multiplied by (B) the Merger Consideration, less any Taxes required to be withheld in accordance with Section 2.05.
 
(c) At or prior to the Effective Time, the Company, the Company Board and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions (including obtaining any employee consents) that may be necessary to effectuate the provisions of paragraphs (a), (b) and (c) of this Section 2.07. This shall include any of NITRO’s Employee stock plans, whether if options or held by Company for future release.
 
Section 2.08                      Treatment of Warrants. At the Effective Time, and in accordance with the terms of each warrant to purchase shares of Company Common Stock that is listed on Section 2.08 of the Company Disclosure Letter (collectively, the "Warrants") and that is issued and outstanding immediately prior to the Effective Time, unless otherwise elected by the holder of any such Warrant, Parent shall cause the Surviving Corporation to issue a replacement warrant to each holder thereof providing that such replacement warrant shall be exercisable for an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of Company Common Stock in respect of such Warrant multiplied by (B) the excess, if any, of the Merger Consideration over the per share exercise price under such Warrant. From and after the Closing, Parent shall cause the Surviving Corporation to comply with all of the terms and conditions set forth in each such replacement warrant, including the obligation to make the payments contemplated thereby upon exercise thereof.
 

 
ARTICLE III
 
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
 
Except as set forth in the correspondingly numbered Section of the disclosure letter, dated the date of this Agreement and delivered by the Company to Parent prior to the execution of this Agreement (the "Company Disclosure Letter"), the Company hereby represents and warrants to Parent and Merger Subsidiary as follows:

 
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Section 3.01                      Organization; Standing and Power; Charter Documents; Minutes; Subsidiaries.
 
(a) Organization; Standing and Power. Nitro Petroleum is a corporation, duly organized, validly existing and in good standing under the Laws of Nevada, and has the requisite corporate power and authority to own, lease and operate its assets and to carry on its business as now conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature of its business makes such qualification or license necessary.
 
(b) Charter Documents. The Company has delivered or made available to Parent a true and correct copy of the certificate of incorporation (including any certificate of designations), and by-laws, each as amended to date (August 28, 2014) (collectively, the "Charter Documents"), of the Company. The Company is not in violation of any of the provisions of its Charter Documents.
 
(c) Minutes. The Company has made available to Parent true and correct copies of the minutes (or, in the case of minutes that have not yet been finalized, a brief summary of the meeting) of all meetings of stockholders, the Company Board and each committee of the Company Board since January 1, 2010.
 

 
Section 3.02                      Capital Structure.
 
(a) Capital Stock. The authorized capital stock of the NTRO consists of: (i) Twenty Million Shares (“20,000,000”) Shares (the " Authorized Shares"). As of the close of business on August 24, 2014, As of the date of this Agreement 7,322,894 Shares were issued and outstanding, (A) 12,677,106 Shares were issued and held by the Company in its treasury and (B) no shares of Company Preferred Stock were issued and outstanding or held by the Company in its treasury, and since July 1,2014 and through the date hereof, no additional Shares or shares of Company Preferred Stock have been issued other than the issuance of Shares upon the exercise or settlement of Company Equity Awards. All of the outstanding shares of capital stock of the Company are, and all shares of capital stock of the Company which may be issued as contemplated or permitted by this Agreement will be, when issued, duly authorized and validly issued, fully paid and non-assessable and not subject to any pre-emptive rights. No Subsidiary of the Company owns any Shares.
 
(b)  Stock Awards

(i) Except for the Company Stock Plans and as set forth in Section III(c)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events). Other than the Company

 
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Warrants, as of the date hereof, there are no outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company, (B) options, warrants or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, "phantom" stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B) and (C), together with the capital stock of the Company, being referred to collectively as "Company Securities"). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, all outstanding Warrants and all outstanding shares of capital stock, voting securities or other ownership interests have been issued or granted, as applicable, in compliance in all material respects with all applicable securities Law.
 
(ii) Except as set forth in the Warrants there are no outstanding Contracts requiring the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities or Company Subsidiary Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect to any Company Securities or Company Subsidiary Securities.
 
(c) Voting Debt; Warrants. No bonds, debentures, notes or other indebtedness issued by the Company or any of its Subsidiaries (i) having the right to vote on any matters on which stockholders or equity-holders of the Company or any of its Subsidiaries may vote (or which is convertible into, or exchangeable for, securities having such right), or (ii) the value of which is directly based upon or derived from the capital stock, voting securities or other ownership interests of the Company or any of its Subsidiaries, are issued or outstanding (collectively, "Voting Debt"). As of the date hereof, an aggregate of (A) 6,041,247 shares of Company Common Stock are subject to, and 6,041,247 shares of Company Common Stock are reserved for issuance upon exercise of, the Warrants.
 
Section 3.03                      Authority; Non-contravention; Governmental Consents.
 
(a) Authority. Nitro Petroleum, Inc. has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding shares of Company Common Stock (the "Requisite Company Vote"), to consummate the transactions contemplated by this Agreement.

 
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(b) The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby has been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby, subject only, in the case of consummation of the Merger, to the receipt of the Requisite Company Vote. The Requisite Company Vote is the only vote or consent of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby.
 
This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by Parent and Merger Subsidiary, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and by general principles of equity.
 
(c) Non-contravention. The execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated by this Agreement, including the Merger, do not and will not:
 
(ii) contravene or conflict with, or result in any violation or breach of, the Charter Documents of the Company;
 
(iii) subject to compliance with the requirements set forth in clauses (i) through (v) of Section 3.03(c) and, in the case of the consummation of the Merger, obtaining the Requisite Company Vote, conflict with or violate any Law applicable to the Company, any of its Subsidiaries or any of their respective properties or assets;
 
(iv) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under, any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof; or
 
(v) result in the creation of a Lien (other than Permitted Liens) on any of the properties or assets of the Company or any of its Subsidiaries, except, in the case of each of clauses (ii), (iii) and (iv), for any conflicts, violations, breaches, defaults, alterations, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

 
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(d) Governmental Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to (any of the foregoing being a
 
"Consent"), any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority, or any quasi-governmental or private body exercising any regulatory or other governmental or quasi-governmental authority (a "Governmental Entity") is required to be obtained or made by the Company in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the Merger and other transactions contemplated hereby, except for:
 
(i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada;
 
(ii) the filing of the Company Proxy Statement with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such reports under the Exchange Act as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement;
 
(iii) such Consents as may be required under (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") in any case that are applicable to the transactions contemplated by this Agreement;
 
(iv) such Consents as may be required under Nevada state securities or "blue sky" Laws
 
(v)  the other Consents of Governmental Entities listed in Section 3.03 (c)  of the Company Disclosure Letter; and
 
(vi) such other Consents which if not obtained or made would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(e) Board Approval. The Nitro Petroleum, Inc. Company Board, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the date hereof (August 24, 2014), not subsequently rescinded or modified in any way, has, as of the date hereof (August 24, 2014) (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the Company's stockholders, (ii) approved and declared advisable the "agreement of merger" (as such term is used in NRSC Section 92A.100 of the NRSC) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the NRSC, (iii) directed that the "agreement of merger" contained in this Agreement be submitted to Company's stockholders for adoption, and (iv) resolved to recommend that Company stockholders adopt the "agreement of merger" set forth in this Agreement (collectively, the "Company Board Recommendation") and directed that such matter be submitted for consideration of the stockholders of the Company at the Company Stockholders Meeting.

 
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(f) Takeover Statutes. No "fair price," "moratorium," "control share acquisition," "business combination" or other similar anti-takeover statute or regulation (including NRSC Sections 78.195, 78.350, and 78.378 of the NRSC) enacted under any federal, state, local or foreign laws applicable to the Company is applicable to this Agreement, the Merger or any of the other transactions contemplated by this Agreement. The Company Board has taken all actions so that the restrictions contained in NRSC Sections 78.411-78.444 of the NRSC applicable to a "business combination" (as defined in such NRSC Sections 78.411-78.444) will not apply to the execution, delivery or performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby.
 
Section 3.04                      SEC Filings; Financial Statements; Internal Controls; Sarbanes-Oxley Act Compliance.
 
(a) SEC Filings. The Company has timely filed with or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed or furnished by it with the SEC since January 1, 2010 (the "Company SEC Documents"). The Company has made available to Parent all such Company SEC Documents, since Company was first required to report that it has so filed or furnished prior to the date hereof. As of their respective filing dates (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), each of the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents. None of the Company SEC Documents, including any financial statements, schedules or exhibits included or incorporated by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
 
(b) Financial Statements. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q);
 
(c) Internal Controls. The Company has established and maintains a system of "internal controls over financial reporting" (as defined in Rules 13a-15(f) and 15d-

 
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15(f) of the Exchange Act Managements report over internal controls) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of the Company are being made only in accordance with authorizations of management and the Company Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the Company's financial statements.
 
(d) Disclosure Controls and Procedures. The Company's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) Managements reporting of financial controls as mandated by SOX of the Exchange Act) are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of the Company required under the Exchange Act with respect to such reports. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to the Company's auditors and the audit committee of the Company Board and on Section 3.04(d) of the Company Disclosure Letter (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that could adversely affect in any material respect the Company's ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement.
 
(e) Undisclosed Liabilities. The audited balance sheet, as filed in last required form 10-K, of the Company dated as of year ending 12/31/2014 filed in March 2014, with no material amendments contained in the Company SEC Documents filed prior to the date hereof is hereinafter referred to as the "Company Balance Sheet." Neither the Company nor any of its Subsidiaries has any Liabilities other than Liabilities that (i) are reflected or recorded on the Company Balance Sheet (including in the notes thereto, updated prior to the date of closing as submitted to Parent management ), (ii) were incurred since the date of the Company Balance Sheet in the ordinary course of business; any such liability will be paid by Company upon regulatory approval (regulatory effective date) or if discovered post-closing, immediately at such time.  (iii) are incurred in connection with the transactions contemplated by this Agreement, or (iv) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(f) Off-balance Sheet Arrangements. The Company is Not a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any "off balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company’s published financial statements or other Company SEC Documents.
 
 
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(g) Sarbanes-Oxley Compliance. Each of the principal executive officer, Mr. James Borem and the principal financial officer, Mr. Borem, (Interim CFO) of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 (including the rules and regulations promulgated thereunder, the "Sarbanes-Oxley Act") with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Sarbanes-Oxley Act. The Company does not have outstanding (nor has arranged or modified since the enactment of the Sarbanes-Oxley Act) any "extensions of credit" (within the meaning of Section 402 of the Sarbanes-Oxley Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company. The Company is otherwise in compliance with all applicable provisions of the Sarbanes-Oxley Act and the applicable listing and corporate governance rules of OTCQB exchange, and signed as Management Certification of Financials pursuant to 18 U.S.C., Company officers filed with latest form 10Q statement.
 
Section 3.05                      Absence of Certain Changes or Events. Since the date of the Company Balance Sheet, except in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, the business of the Company has been conducted in the ordinary course of business and there has Not been or occurred:
 
(a) any Company Material Adverse Effect or any event, condition, change or effect that could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or
 
(b) any event, condition, action or effect that, if taken during the period from the date of this Agreement through the Effective Time, would constitute a breach of Section 5.01. (Conducting business in ordinary and prudent manner.)
 
Section 3.06                      Taxes.
 
(a) Tax Returns and Payment of Taxes. The Company has duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Company is not currently the beneficiary of any extension of

 
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time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements (in accordance with GAAP).
 
The Company's most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Company has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) of the Company's most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.
 
(b) Availability of Tax Returns. The Company has made available to Parent complete and accurate copies of all federal, state, local and foreign income, franchise and other material Tax Returns filed by or on behalf of the Company or its Subsidiaries for any Tax period ending after December 31, 2011.
 
(c) Withholding. The Company has withheld and paid each material Tax required to have been withheld and paid in connection with amounts paid or owing to any Employee, independent contractor, creditor, customer, shareholder or other party, and materially complied with all information reporting and backup withholding provisions of applicable Law.
 
(d) Liens. There are no Liens for material Taxes upon the assets of the Company or any of its Subsidiaries other than for current Taxes not yet due and payable or for Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP has been made in the Company's financial statements.
 
(e) Tax Deficiencies and Audits. No deficiency for any material amount of Taxes which has been proposed, asserted or assessed in writing by any taxing authority against the Company remains unpaid. There are no waivers or extensions of any statute of limitations currently in effect with respect to Taxes of the Company or any of its Subsidiaries. There are no audits, suits, proceedings, investigations, claims, examinations or other administrative or judicial proceedings ongoing or pending with respect to any material Taxes of the Company.
 
(f) Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company did not file Tax Returns that the Company may be subject to Tax in that jurisdiction.
 
(g) Tax Rulings. Neither the Company nor any of its Subsidiaries has requested or is the subject of or bound by any private letter ruling, technical advice memorandum or similar ruling or memorandum with any taxing authority with respect to any material Taxes, nor is any such request outstanding.

 
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(h) Consolidated Groups, Transferee Liability and Tax Agreements. The Company has NOT been any of the following: (i) has been a member of a group filing Tax Returns on a consolidated, combined, unitary or similar basis,
 
(ii) has any material liability for Taxes of any Person (other than the Company) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by Contract, or otherwise, or
 
(iii) is a party to, bound by or has any material liability under any Tax sharing, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).
 
(i) Change in Accounting Method. The Company has not agreed to make, nor is it required to make, any adjustment under 26 USC Section 481(a) “Change in Account Methods” of the Code or any comparable provision of state, local or foreign Tax Laws by reason of a change in accounting method or otherwise.
 
(j) Post-Closing Tax Items. The Company and its Subsidiaries will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) "closing agreement" as described in (authorization and finality) of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Closing Date, or (iii) prepaid amount received on or prior to the Closing Date. (iv) Note: Company will have carry forward tax losses that will remain current and be filed with consolidated statement.
 
(k) Ownership Changes. Without regard to this Agreement, the Company has Not undergone an "ownership change" within the meaning of NRSC Section 382 of the Code. Because no “ownership change” as defined under the code has occurred tax- loss carry forwards are not prohibited by this section.
 
(l) US Real Property Holding Corporation. The Company has not been a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in NRSC Section 897(c)(1)(a) of the Code.
 
(m) Section 355. The Company has not been a "distributing corporation" or a "controlled corporation" (as a “spin-off” or otherwise) in connection with a distribution described in Section 355 of the Code.
 
(n) Reportable Transactions. The Company has not been a party to, or a promoter of, a "reportable transaction" within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011-4(b) (“Failure to include a reportable Transaction.”)

 
 
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Section 3.07                      Intellectual Property.
 
(a) Certain Owned Company IP. Section 3.07(a) of the Company Disclosure Letter contains a true and complete list, as of the date hereof, of all: (i) Company-Owned IP that is the subject of any issuance, registration, certificate, application or other filing by, to or with any Governmental Authority or authorized private registrar, including registered Trademarks, registered Copyrights, issued Patents, domain name registrations and pending applications for any of the foregoing; and (ii) material unregistered Company-Owned IP.
 
(b) Right to Use; Title. The Company is the sole and exclusive owner of all right, title and interest in and to, or has the valid right to use all Intellectual Property trademarks, and service marks used or held for use in or necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted and contemplated ("Company IP"), free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(c) Validity and Enforceability. The Company’s rights in the Company- Owned IP are valid, subsisting and enforceable, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has taken reasonable steps to maintain the Company IP and to protect and preserve the confidentiality of all Trade Secrets, know-how, and contacts, Trademarks and Service marks included in the Company IP, except where the failure to take such actions would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(d) Company IP Agreements. Section 3.07(d) of the Company Disclosure Letter contains a complete and accurate list of all Company IP Agreements. The consummation of the transactions contemplated hereunder will not result in the loss or impairment of any rights of the Company or any of its Subsidiaries under any of the Company IP Agreements, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(e) Non-Infringement. Except as would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the conduct of the businesses of the Company has not infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property of any other Person; and (ii) to the Knowledge of the Company, no third party is infringing upon, violating or misappropriating any Company Intellectual Property.
 
Section 3.08                      Compliance; Permits.
 
(a) Compliance. The Company is and, since public reporting began, through execution of binding letter of intent up to execution of this agreement has been in

 
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compliance with, all Laws or Orders applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective businesses or properties is bound, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Up to August 22, 2014, No Governmental Entity has issued any notice or notification stating that the Company or any of its Subsidiaries is not in compliance with any Law, except where such non-compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. It is not expected that any such compliance action is reasonably expected in the near future.
 
(b) Permits. The Company holds, to the extent legally required to operate their respective businesses as such businesses are being operated as of the date hereof, all permits, licenses, clearances, authorizations and approvals from Governmental Entities (collectively, "Permits"), except for any Permits for which the failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All oil and gas specific permits are current and in effect to properly utilize assets for business purposes. No suspension or cancellation of any Permits of the Company is pending or, to the Knowledge of the Company, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company, up to August 22, 2014, has been in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
Section 3.09                      Litigation. As of the date hereof, there is no claim, action, suit, arbitration, proceeding or, to the Knowledge of the Company, governmental investigation (each, a "Legal Action"), pending, or to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets or, to the Knowledge of the Company, any executive officer or director of the Company or any of its Subsidiaries in their capacities as such, in each case by or before any Governmental Entity, other than any such Legal Action that (a) does not involve an amount in controversy in excess of TWENTY FIVE Thousand Dollars (“$25,000”) and
(b) does not seek material injunctive or other material non-monetary relief. The Company is not subject to any order, writ, assessment, decision, injunction, decree, ruling or judgment of a Governmental Entity ("Order"), whether temporary, preliminary or permanent, which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
Section 3.10                      Regulatory Actions or Inquiries. As of the date hereof, to the Knowledge of the Company, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices
 
 
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of the Company or any of its Subsidiaries or any malfeasance by any executive officer of the Company.
 
Section 3.11   Brokers' and Finders' Fees. The Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby.
 
Section 3.12   Related Party Transactions. No executive officer or director of the Company or any person owning 5% or more of the shares of Company Common Stock (or any of such person's immediate family members or Affiliates or associates) is a party to any Contract with or binding upon the Company or any of its Subsidiaries set up for this purpose or any of their respective assets, rights or properties or has any interest in any property owned by the Company or any of its Subsidiaries or has engaged in any transaction with any of the foregoing within the last Twelve (“12”) months.
 
Section 3.13                      Employee Matters.
 
(a) Schedule. Section 3.12(a) of the COMPANY DISCLOSURE LETTER contains an accurate and complete list, as of the date hereof, of each material plan, program, policy, agreement, collective bargaining agreement or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, fringe, retirement, death, disability or medical benefits or other employee benefits or remuneration of any kind, including each employment, severance, retention, change in control or consulting plan, program arrangement or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, including each "employee benefit plan," within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is or has been sponsored, maintained, contributed to, or required to be contributed to, by the Company for the benefit of any current or former employee, independent contractor, consultant or director of the Company or any of its Subsidiaries (each, a "Company Employee"), or with respect to which the Company has or may have any material Liability (collectively, the "Company Employee Plans").
 
(b) Documents. The Company has made available to Parent correct and complete copies (or, if a plan is not written, a written description) of all Company Employee Plans and amendments thereto in each case that are in effect as of the date hereof, and, to the extent applicable,
 
(i) all related trust agreements, funding arrangements and insurance contracts now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise,

 
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(ii) the most recent determination letter received regarding the tax- qualified status of each Company Employee Plan,
 
(iii)  the most recent financial statements for each Company EmployeePlan,
 
(iv)  the Form 5500 Annual Returns/Reports for the most recent plan year for each Company Employee Plan, (as outlined by the US Department of Labor)
 
(v)  the current summary plan description for each Company Employee Plan; and Plans.
 
(vi)  all actuarial valuation reports related to any Company Employee
 
(c) Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) (“Qualified Pension Plan”) of the Code are so qualified and have received timely determination letters from the IRS and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, and to the Knowledge of the Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company has timely made all material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iv) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (v) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vi) to the Knowledge of the Company,  the Company has not engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 (“Exercise Tax”)of the Code or Section 502(i) of ERISA (“Civil monitory penalty/Non-qualified plan”).
 
(d) Neither the Company nor any Company ERISA Affiliate has incurred or reasonably expects to incur, either directly or indirectly, any material liability under Title I (Mandatory reporting and disclosure of plans to US Department of Labor) or Title IV (Employee Pension Benefit Plans) (Guarantee Benefits Payments) of ERISA, or related provisions of the Code or foreign Law or regulations relating to employee benefit plans.

 
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(e) Certain Company Employee Plans. With respect to each Company Employee Plan:
 
i.  
No such plan is a "multi-employer plan" within the meaning of Section 3(37) of ERISA or a "multiple employer plan" within the meaning of Section 413(c) of the Code and neither the Company nor any of its ERISA affiliates has at any time contributed to or had any liability or obligation in respect of any such Multi-employer Plan or multiple employer plan;
 
ii.  
No Legal Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan;
 
iii.  
No "reportable event," as defined in Section 4043 of ERISA, has occurred with respect to any such plan. (A reportable event occurs when the Secretary of the Treasury issues a notice that a plan has ceased to be a plan described in Section 4021(a)(2) of ERISA, or when the Secretary of Labor determines that a plan is not in compliance with Title I of ERISA)
 
(f) No Post-Employment Obligations.  No Company Employee Plan provides post-termination or retiree welfare benefits to any person for any reason, except as may be required by COBRA or other applicable Law, and neither the Company nor any Company ERISA Affiliate has any Liability to provide post-termination or retiree welfare benefits to any person or ever represented, promised or contracted to any Company Employee (either individually or to Company Employees as a group) or any other person that such Company Employee or other person would be provided with post- termination or retiree welfare benefits, except to the extent required by COBRA or other applicable Law.
 
(g) No Company Employee Plan has within the Three years (“3”) prior to the date hereof, been the subject of an examination or audit by a Governmental Entity or is the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity.
 
(h) Section 409A (Non-Qualified Deferred Compensation Plans) Compliance. Each Company Employee Plan that is subject to Section 409A of the Code has been operated in compliance with such section and all applicable regulatory guidance (including, without limitation, proposed regulations, notices, rulings, and final regulations).
 
(i) Health Care Compliance. The Company complies in all material respects with the applicable requirements of COBRA or any similar state statute with respect to each Company Employee Plan that is a group health plan within the meaning of Section 5000(b)(1) of the Code or such state statute.
 
(j) Effect of Transaction. Neither the execution of this Agreement, the consummation of the Merger, nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events):

 
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(i) entitle any current or former director, employee, contractor or consultant of the Company to severance pay or any other payment;
 
(ii) accelerate the time of payment, funding, or vesting, or increase the amount of compensation due to any such individual,
 
(iii) limit or restrict the right of the Company to merge, amend or terminate any Company Employee Plan,
 
(iv) increase the amount payable or result in any other material obligation pursuant to any Company Employee Plan, or
 
(v) result in "excess parachute payments" within the meaning of Section 280G(b) of the Code.
 
(k) Employment Law Matters. The Company: (i) is in compliance with all applicable Laws and agreements respecting hiring, employment, termination of employment, employment discrimination, harassment, retaliation and reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee health and safety, leasing and supply of temporary and contingent staff, engagement of independent contractors, including proper classification of same, payroll taxes, and immigration with respect to Company Employees and contingent workers; and (ii) is in compliance with all applicable Laws relating to the relations between it and any labor organization, trade union, work council or other body representing Company Employees, except, in the case of clauses (i) and (ii) immediately above, where the failure to be in compliance with the foregoing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
(l) Labor.  Neither Company nor any of its Subsidiaries is party to, or subject to, any collective bargaining agreement or other agreement with any labor organization, work council or trade union with respect to any of its or their operations. As of the date hereof, none of the Company Employees are represented by a labor organization, work council or trade union and, to the Knowledge of the Company, there is no organizing activity, Legal Action, election petition, union card signing or other union activity or union corporate campaigns of or by any labor organization, trade union or work council directed at the Company or any of its Subsidiaries, or any Company Employees.
 
As of the date hereof, there are no Legal Actions, government investigations, or labor grievances pending, or, to the Knowledge of the Company, threatened relating to any employment related matter involving any Company Employee or applicant, including, but not limited to, charges of unlawful discrimination, retaliation or harassment, failure to provide reasonable accommodation, denial of a leave of absence, failure to provide compensation or benefits, unfair labor practices, or other alleged violations of Law, except for any of the foregoing which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
 
 
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Section 3.14                      Real Property and Personal Property Matters.
 
a)  
Owned Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has good and marketable Fee Simple title to the Owned Real Estate free and clear of any Liens other than the Permitted Liens. a) The Company Disclosure Letter contains a true and complete list (including, without limitation, legal descriptions), as of the date hereof, of the Owned Real Estate. As of the date hereof, the Company has not (i) received written notice of any pending, and to the Knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Owned Real Properties.
 
b)  
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. a) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the Leased Real Estate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all leases are:
 
(i) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and
 
(ii) neither the Company nor any Subsidiaries hereby nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease.
 
(iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use.
 
 Except as known by the Parent, the Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created Subsidiaries to entered into with any other Person any sublease, license or other agreement that is material to the Company, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all

 
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material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
 
(c)           Personal Property. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has good title to, or a valid and binding leasehold interest in, all the personal property owned by it, free and clear of all Liens, other than Permitted Liens known to Parent.
 

Section 3.15 Environmental Matters. Except for such matters as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
 
(a) The Company is, and has been, in compliance with all Environmental Laws, which compliance includes the possession, maintenance of, compliance with, or application for, all Permits required under applicable Environmental Laws for the operation of the business of the Company and its Subsidiaries as currently conducted. As per oil and gas industry standards Company is in compliance with all regulatory mandates; most importantly keeping working interest in compliance with a prudent oil and gas operator as defined with standard industry understanding.
 
(b) The Company has not received written notice of and there is no Legal Action pending, or to the Knowledge of the Company, threatened against the Company or any Subsidiaries thereby, alleging any Liability or responsibility under or non-compliance with any Environmental Law or seeking to impose any financial responsibility for any investigation, cleanup, removal, containment or any other remediation or compliance under any Environmental Law. The Company is not subject to any Order or written agreement by or with any Governmental Entity or third party imposing any material Liability or obligation with respect to any of the foregoing.
 
Section 3.16                      Material Contracts.
 
(a) Material Contracts. For purposes of this Agreement, "Company Material Contract" shall mean the following to which the Company is a party or any of the respective assets are bound (excluding any Leases):
 
(i) any "Material Contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act), whether or not filed by the Company with the SEC; Form 8-K reference Item 601 of Regulation S-K to identify contracts that are deemed not to be made in ordinary course of business and that must be reported “unless immaterial in amount of significance,” even if they are otherwise of the type of ordinarily accompanies the company’s business. Item 601(b)(10)(ii)(A)-(D) of Regulation S-K specify Four (“4”) such situations:

 
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(a) )  A contract with directors, officers, promoters, voting trustees, 5% or greater stockholders, or underwriters must be reported, unless it involves only the purchase or sale of current assets, having a determinable market price, where such assets are sold at such market price.
 
(b) If a reporting company’s business is substantially dependent upon a contract, that contract will be considered material and must be reported.  This would include any contract pursuant to which the reporting company sells the major part of its products or services or purchases the major part of its requirements of goods, services or raw materials.  Similarly, reporting companies must report any franchise or license agreement involving a patent, formula, trade secret, process or trade name upon which the reporting company’s business is dependent to the material extent.
 
(c) ) A contract for the acquisition or sale of any property, plant or equipment is a material contract if the consideration for the contract represents more than 15% of the reporting company’s fixed assets on a consolidated basis as of the end of the most recent fiscal period.
 
(d) Any material lease relating to the property that is sufficiently important to be described in the company’s Form 10-K or registration statement must be reported.
 
(ii) any Employment or Consulting contract (in each case with respect to which the Company has continuing obligations as of the date hereof) with any current or former (a) Executive Officer of the Company, (b) member of the Company Board, or (c) Company Employee providing for an annual base salary in excess of FIFTY THOUSAND DOLLARS (“$50,000”)
 
(iii) any Contract providing for indemnification or any guaranty by the Company, in each case that is material to the Company, taken as a whole, other than (a) any guaranty by the Company of any of the obligations of (1) the Company or (2) any Subsidiary (Affiliate not a wholly-owned Subsidiary) of the Company that was entered into in the ordinary course of business pursuant to or in connection with a customer Contract, or (b) any Contract providing for indemnification of customers or other Persons pursuant to Contracts entered into in the ordinary course of business;
 
(iv) any Contract that purports to limit in any material respect the right of the Company (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (a) to engage in any line of business, (b) to compete with any Person or operate in any geographical location; or (c) mineral rights or land rights
 
(v) any Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company after the date of this

 
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Agreement of assets with a fair market value in excess of TWENTY FIVE THOUSAND DOLLARS (“$25,000”.)
 
(vi) any Contract that contains any provision that requires the purchase of all of the Company's requirements for a given product, asset, commodity, or service from a given third party, which product or service is material to the Company, taken as a whole;
 
(vii) any Contract that obligates the Company to conduct business on an exclusive or preferential basis with any third party or upon consummation of the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any third party;
 
(viii) any partnership, joint venture or similar Contract that is material to the Company taken as a whole;
 
(ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case in excess of TEN THOUSAND DOLLARS (“$10,000”) other than (a) accounts receivables and payables, and (b) loans to direct or indirect wholly-owned Subsidiaries of the Company;
 
(x) any other Contract under which the Company or any of its Subsidiaries is obligated to make payment or incur costs in excess of TEN THOUSAND DOLLARS (“$10,000”)  in any year and which is not otherwise described in clauses (i)–(x) above;
 
(xi) any Contract which is not otherwise described in clauses (i)-(xi) above that is material to the Company and listed on Section 3.15(b) of the Company Disclosure Letter; or
 
(xii)  any Company IP Agreement.
 
(b) Schedule of Material Contracts; Documents. Section 3.05(b) of the Company Disclosure Letter sets forth a true and complete list as of the date hereof of all Company Material Contracts. The Company has made available to Parent correct and complete copies of all Company Material Contracts, including any amendments thereto.
 
(c) No Breach. (i) All the Company Material Contracts are valid and binding on the Company, enforceable against it in accordance with its terms, and is in full force and effect, (ii) to the Knowledge of the Company, no third party has violated any provision of, or failed to perform any obligation required under the provisions of, any Company Material Contract, and (iii) to the Knowledge of the Company, no third party is in breach, or has received written notice of breach, of any Company Material Contract.

 
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Section 3.17                      Proxy Statement. None of the information included or incorporated by reference in the letter to the stockholders, notice of meeting, proxy statement and forms of proxy (collectively, the "Company Proxy Statement"), to be filed with the SEC in connection with the Merger, will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
 
Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Subsidiary expressly for inclusion or incorporation by reference in the Company Proxy Statement. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.
Section 3.18                      Fairness Opinion. The Company has had an opportunity to receive an expert opinion to the effect that, as of the date of this Agreement and based upon and subject to the qualifications and assumptions set forth therein, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Common Stock.
 

 
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY
 
Parent and Merger Subsidiary hereby jointly and severally represent and warrant to the Company as follows:
 
Section 4.01                      Organization. Each of Parent and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws of the state of Nevada.
 
Section 4.02                      Authority; Non-contravention; Governmental Consents.
 
(a) Authority. Each of Parent and Merger Subsidiary has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Subsidiary and the consummation by Parent and Merger Subsidiary of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Subsidiary and no other corporate proceedings on the part of Parent or Merger Subsidiary are necessary to authorize the execution and delivery of this Agreement or to consummate

 
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the Merger and the other transactions contemplated hereby, subject only to the filing of the Certificate of Merger pursuant to the Nevada Revised Statutes of Corporations (“NRSC”). This Agreement has been duly executed and delivered by Parent and Merger Subsidiary and, assuming due execution and delivery by the Company, constitutes the valid and binding obligation of Parent and Merger Subsidiary, enforceable against Parent and Merger Subsidiary in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Laws affecting creditors’ rights generally and by general principles of equity.
 
(b) Non-contravention. The execution, delivery and performance of this Agreement by Parent and Merger Subsidiary and the consummation by Parent and Merger Subsidiary of the transactions contemplated by this Agreement, do not and will NOT:
 
(i) contravene or conflict with, or result in any violation or breach of, the certificate of incorporation or by-laws of Parent or Merger Subsidiary;
 
(ii)  subject to compliance with the requirements set forth in clauses (i)-(iv) of Section 4.02(c), conflict with or violate any Law applicable to Parent or Merger Subsidiary or any of their respective properties or assets;
 
(iii) result in any breach of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation, or require any Consent under any Contract to which Parent or its Subsidiaries, including Merger Subsidiary, are a party or otherwise bound; or
 
(iv) result in the creation of any Lien (other than Permitted Liens) on any of the properties or assets of Parent or Merger Subsidiary, except, in the case of each of clauses (ii), (iii) and (iv), for any conflicts, violations, breaches, defaults, terminations, amendments, accelerations, cancellations or Liens, or where the failure to obtain any Consents, in each case, would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent's and Merger Sub's ability to consummate the transactions contemplated by this Agreement.
 
(c) Governmental Consents. No Consent of any Governmental Entity is required to be obtained or made by Parent or Merger Subsidiary in connection with the execution, delivery and performance by Parent and Merger Subsidiary of this Agreement or the consummation by Parent and Merger Subsidiary of the Merger and other transactions contemplated hereby, except for:
 
(i) the filing of the Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which the Company and Parent are qualified to do business;
 
(ii) the filing of the Company Proxy Statement with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be

 
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required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement;
 
(iii) such Consents as may be required under Nevada state securities or "blue sky" laws or the rules and regulations of OTCQB and
 
(iv) such other Consents which if not obtained or made would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent's and Merger Sub's ability to consummate the transactions contemplated by this Agreement.
 
Section 4.03                      Proxy Statement. None of the information with respect to Parent or Merger Subsidiary that Parent or any of its Representatives furnishes in writing to the Company expressly for use in the Company Proxy Statement, will, at the date such Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
 
Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Subsidiary with respect to statements made or incorporated by reference therein supplied by the Company or its Representatives expressly for inclusion or incorporation by reference in the Company Proxy Statement.
 
Section 4.04                      Share Allocation Capability. Parent has or will have, and will cause Merger Subsidiary to have, prior to the Effective Time, sufficient share allocation to pay the aggregate Merger Consideration contemplated by this Agreement and to perform the other obligations of Parent and Merger Subsidiary contemplated by this Agreement.
 
Section 4.05                      Legal Proceedings. As of August 26, 2014, there is no pending or, to the Knowledge of Parent, threatened, Legal Action against Parent or any of its Subsidiaries, including Merger Sub, nor is there any injunction, order, judgment, ruling or decree imposed upon Parent or any of its Subsidiaries, including Merger Sub, in each case, by or before any Governmental Entity, that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on Parent's and Merger Sub's ability to consummate the transactions contemplated by this Agreement.  A legal action was initiated on or about May 15, 2014 and disclosed in Company’s most recent 10Q quarter reporting as follows:
 
On or about May 15, 2014 a legal action was levied against Company in the Superior Court of Arizona in and for the County of Maricopa. The claim is styled as Marc J. Olivieri vs. ClarkScott, LLC, James D. Clark and Jane Doe Clark, Core
 
 
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Resource Management, Inc. f/l/a Direct Pat Health Holdings, Inc.; ABC Corporation 1- V; and John Does 1-X. (No. CV2014-05854).  Defendant alleges breach of contract relating to an employment agreement.  Company has answered the complaint on July 18, 2014 and has denied the allegations set forth.  As per, Accounting Standards Codification 450, Management can not specifically derive potential loss amount. However in order to provide guidance as per evaluation of estimated litigation loss contingency (dependent on an adverse ruling), Management estimates a range of possible loss range to be between
 
$30,000 and $70,000.  Such range is made only in attempts to provide reporting guidance.  Management plans to vigorously defend alleged claims which it considers to not have merit.
 
ARTICLE V
COVENANTS
 
Section 5.01                      Conduct of Business of the Company. The Company shall,  during the period from the date of this Agreement until the Effective Time, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall, use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth on Section 5.1 of the Company Disclosure Letter or as required by applicable Law, the Company SHALL NOT, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):
 
(a) Shall not: amend or propose to amend its certificate of incorporation or by-laws (or other comparable organizational documents);
 
(b) Shall not: (i) split, combine or reclassify any Company Securities or Company Subsidiary Securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company Securities or Company Subsidiary Securities, (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any Contract with respect to the voting of, any shares of its capital stock (other than dividends from its direct or indirect wholly-owned Subsidiary);
 
(c) Shall not: issue, sell, pledge, dispose of or encumber any Company Securities or Company Subsidiary Securities, other than (i) the issuance of shares of Company Common Stock upon the exercise of any Company Equity Award outstanding as of the date of this Agreement in accordance with its terms, (ii) the issuance of shares of Company Common Stock in respect of other equity compensation awards outstanding under Company Stock Plans as of the date of this Agreement in accordance with their terms, (iii) the issuance of Company Equity Awards and the issuance of shares of Company Common Stock upon the exercise of such Company Equity Awards (other than

 
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directors or executive officers of the Company) in accordance with their terms in the ordinary course of business consistent with past practice, (iv) the issuance of shares of Company Common Stock upon exercise of any Warrant that is outstanding as of the date of this Agreement, or (v) the issuance of shares of Common Stock upon the conversion of Convertible Notes;
 
(d) Shall not: except as required by applicable Law or by any Company Employee Plan or Contract in effect as of the date of this Agreement,
 
(i) increase the compensation payable or that could become payable by the Company or  its Subsidiary to directors, officers or employees, other than increases in compensation made in the ordinary course of business consistent with past practice.
 
(ii) enter into any new or amend in any material respect, any existing employment, severance, retention or change in control agreement with any of its past or present officers or employees.
 
(iii) promote any officers or employees, except in connection with the Company's annual or quarterly compensation review cycle or as the result of the termination or resignation of any officer or employee.
 
(iv) establish, adopt, enter into, amend, terminate, exercise any discretion under, or take any action to accelerate rights under any Company Employee Plans or any plan, agreement, program, policy, trust, fund or other arrangement that would be a Company Employee Plan if it were in existence as of the date of this Agreement, or make any contribution to any Company Employee Plan, other than contributions required by Law, the terms of such Company Employee Plans as in effect on the date hereof or that are made in the ordinary course of business consistent with past practice;
 
(e) Shall not: (i) transfer, license, sell, lease or otherwise dispose of any assets (whether by way of merger, consolidation, sale of stock or assets, or otherwise), including the capital stock or other equity interests in any Subsidiary of the Company, provided that the foregoing shall not prohibit the Company and from transferring, licensing, selling, leasing or disposing of obsolete equipment or assets being replaced, in each case in the ordinary course of business consistent with past practice, or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;
 
(f) Shall not: repurchase, prepay or incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other Contract to maintain any financial statement condition of any other Person (other than any wholly-owned Subsidiary of it) or enter into any

 
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arrangement having the economic effect of any of the foregoing, provided that any such indebtedness or payment of any amounts due not approved by Parent from closing to effect date will be a liability of Company, other than in connection with the approved financing of ordinary course trade payables consistent with past practice;
 
(g) Shall not: enter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Company Material Contract or any Lease with respect to material Real Estate or any other Contract or Lease that, if in effect as of the date hereof would constitute a Company Material Contract or Lease with respect to material Real Estate hereunder;
 
(h) Shall not: institute, settle or compromise any Legal Actions pending or threatened before any arbitrator, court or other Governmental Entity involving the payment of monetary damages by the Company or any of its Subsidiaries of any amount exceeding FIFTY THOUSAND DOLLARS  (“$50,000”) in the aggregate, other than (i) any Legal Action brought against Parent or Merger Subsidiary arising out of a breach or alleged breach of this Agreement by Parent or Merger Subsidiary, and (ii) the settlement of claims, liabilities or obligations reserved against on the most recent balance sheet of the Company included in the Company SEC Documents; provided that neither the Company nor any of its Subsidiaries shall settle or agree to settle any Legal Action which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company's business; (maybe add law suit reference)
 
(i) Shall not: make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable Law;
 
(j) Shall not: (i) settle or compromise any material Tax claim, audit or assessment, (ii) make or change any material Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, (iii) amend any material Tax Returns or file claims for material Tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material Tax refund, offset or other reduction in Tax liability or consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or its Subsidiaries;
 
(k) Shall not: enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding or similar Contract with respect to any joint venture, strategic partnership or alliance;
 
(l) Shall not: except in connection with actions permitted by Section 5.04 hereof, take any action to exempt any Person from, or make any acquisition of securities of the Company by any Person not subject to, any state takeover statute or similar statute or regulation that applies to Company with respect to a Takeover Proposal or otherwise, including the restrictions on "business combinations" set forth in Section 78.378 to 78.379 of the NRSC, except for Parent, Merger Subsidiary or any of their respective Subsidiaries or Affiliates, or the transactions contemplated by this Agreement;

 
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(m) Shall not: abandon, encumber, convey title (in whole or in part), exclusively license or grant any right or other licenses to Company IP, other than in the ordinary course of business consistent with past practice; or
 
Section 5.02                      Other Actions. From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company and Parent shall not, and shall not permit any of their respective Subsidiaries to, take, or agree or commit to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Merger or the other transactions contemplated by this Agreement.
 
Section 5.03                      Access to Information; Confidentiality.
 
(a) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, afford to Parent and Parent's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, furnish promptly to Parent such other information concerning the business and properties of the Company as Parent may reasonably request from time to time.
 
The Company shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement.
 
(b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2014 between Parent and the Company (the "Confidentiality Agreement"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.
 
Section 5.04                      No Solicitation.
 
(a) The Company shall not, authorize or permit directors, officers, employees, advisors and investment bankers (with respect to any Person, the foregoing Persons are referred to herein as such Person's "Representatives") to, directly or indirectly, solicit, initiate or knowingly take any action to facilitate or encourage the submission of any Takeover Proposal or the making of any proposal that could

 
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reasonably be expected to lead to any Takeover Proposal, or, subject to Section 5.04(b),
 
(i) Shall not: conduct or engage in any discussions or negotiations with, disclose any
 
non-public information relating to the Company, afford access to the business, properties, assets, books or records of the Company, or knowingly assist, participate in, facilitate or encourage any effort by, any third party that is seeking to make, or has made, any Takeover Proposal,
 
(ii) Shall not: (ii) (A) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or (B) approve any transaction under, or any third party becoming an "interested stockholder" under,
 
Section 78.378 to 78.379 of the NRSC, or
 
(iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other Contract relating to any Takeover Proposal (each, a "Company Acquisition Agreement"). Subject to Section 5.04(b), neither the Company Board nor any committee thereof shall fail to make, withdraw, amend, modify or materially qualify, in a manner adverse to Parent or Merger Subsidiary, the Company Board Recommendation, or recommend a Takeover Proposal, fail to recommend against acceptance of any tender offer or exchange offer for the shares of Company Common Stock within ten (10) Business Days after the commencement of such offer, or make any public statement inconsistent with the Company Board Recommendation, or resolve or agree to take any of the foregoing actions (any of the foregoing, a "Company Adverse Recommendation Change").
 
The Company shall, and shall cause its Subsidiaries to cease immediately and cause to be terminated, and shall not authorize or knowingly permit any of its or their Representatives to continue, any and all existing activities, discussions or negotiations, if any, with any third party conducted prior to the date hereof with respect to any Takeover Proposal and shall use its reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its Subsidiaries that was furnished by or on behalf of the Company and its Subsidiaries to return or destroy (and confirm destruction of) all such information.
 
(b) Notwithstanding Section 5.04(a), prior to the receipt of the Company Requisite Vote, the Company Board, directly or indirectly through any Representative, MAY, subject to Section 5.04(c)
 
(i) May participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited Takeover Proposal in writing that the Company Board believes in good faith, after consultation with outside legal counsel and the Company Financial Advisor, constitutes or would reasonably be expected to result in a Superior Proposal,

 
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(ii) May follow receipt of and on account of a Superior Proposal, make a Company Adverse Recommendation Change, and/or
 
(iii) May take any action that any court of competent jurisdiction orders the Company to take (which order remains unstayed), but in each case referred to in the foregoing clauses (i) through (ii), only if the Company Board determines in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to cause the Company Board to be in breach of its fiduciary duties under applicable Law. Nothing contained herein shall prevent the Company Board from disclosing to the Company's stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard to a Takeover Proposal, if the Company determines, after consultation with outside legal counsel, that failure to disclose such position would constitute a violation of applicable Law.
 
(c) The Company Board SHALL NOT take any of the actions referred to in clauses (i) through (ii) of Section 5.04(b) unless the Company shall have delivered to Parent a prior written notice advising Parent that it intends to take such action. The Company shall notify Parent promptly (but in no event later than twenty-four (24) hours) after it obtains Knowledge of the receipt by the Company (or any of its Representatives) of any Takeover Proposal, any inquiry that would reasonably be expected to lead to a Takeover Proposal, any request for non-public information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, books or records of the Company or any of its Subsidiaries by any third party.
 
(d) In such notice, the Company shall identify the third party making, and details of the material terms and conditions of, any such Takeover Proposal, indication or request. The Company shall keep Parent fully informed, on a current basis, of the status and material terms of any such Takeover Proposal, indication or request, including any material amendments or proposed amendments as to price and other material terms thereof. The Company shall provide Parent with at least forty-eight (48) hours prior notice of any meeting of the Company Board at which the Company Board is reasonably expected to consider any Takeover Proposal. The Company shall promptly provide Parent with a list of any non-public information concerning the Company's business, present or future performance, financial condition or results of operations, provided to any third party, and, to the extent such information has not been previously provided to Parent, copies of such information.
 
(e) Except as set forth in this Section 5.04(d), the Company Board shall not make any Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement. Notwithstanding the foregoing, at any time prior to the receipt of the Company Requisite Vote, the Company Board may make a Company Adverse Recommendation Change or enter into (or permit any Subsidiary to enter into) a Company Acquisition Agreement, if:

 
40

 
 
(i) the Company promptly notifies Parent, in writing, at least Five (“5”) Business Days (the "Notice Period") before making a Company Adverse Recommendation Change or entering into (or causing a Subsidiary to enter into) a Company Acquisition Agreement, of its intention to take such action with respect to a Superior Proposal, which notice shall state expressly that the Company has received a Takeover Proposal that the Company Board intends to declare a Superior Proposal and that the Company Board intends to make a Company Adverse Recommendation Change and/or the Company intends to enter into a Company Acquisition Agreement;
 
(ii) the Company attaches to such notice the most current version of the proposed agreement (which version shall be updated on a prompt basis) and the identity of the third party making such Superior Proposal;
 
(iii) the Company shall, during the Notice Period, negotiate with Parent in good faith to make such adjustments in the terms and conditions of this Agreement so that such Takeover Proposal ceases to constitute a Superior Proposal, if Parent, in its discretion, proposes to make such adjustments (it being agreed that in the event that, after commencement of the Notice Period, there is any material revision to the terms of a Superior Proposal, including, any revision in price, the Notice Period shall be extended, if applicable, to ensure that at least Five (“5”) Business Days remains in the Notice Period subsequent to the time the Company notifies Parent of any such material revision (it being understood that there may be multiple extensions)); and
 
(iv) the Company Board determines in good faith, after consulting with outside legal counsel and its Company Financial Advisor, that such Takeover Proposal continues to constitute a Superior Proposal after taking into account any adjustments made by Parent during the Notice Period in the terms and conditions of this Agreement.
 
Section 5.05                      Stockholders Meeting; Preparation of Proxy Materials.
 
(a) Subject to the terms set forth in this Agreement, the Company shall take all action necessary to duly call, give notice of, convene and hold the Company Stockholders Meeting as soon as reasonably practicable after the date of this Agreement, and, in connection therewith, the Company shall mail the Company Proxy Statement to the holders of Company Common Stock in advance of such meeting.
 
(b) The Company Proxy Statement shall include the Company Board Recommendation. Subject to Section 5.04 hereof, the Company shall use reasonable best efforts to (i) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to obtain such approval. The Company shall keep

 
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Parent and Merger Subsidiary updated with respect to proxy solicitation results as requested Parent or Merger Subsidiary. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without the consent of Parent (other than (i) in order to obtain a quorum of its stockholders or (ii) as reasonably determined by the Company to comply with applicable Law).
 
At the Company Stockholders Meeting, Parent and its Affiliates shall vote all Shares owned by them in favor of adoption of this Agreement and approval of the Merger. Notwithstanding anything contained herein to the contrary, the Company shall not be required to hold the Company Stockholders Meeting if this Agreement is terminated before the meeting is held.
 
(c) In connection with the Company Stockholders Meeting, as soon as reasonably practicable following the date of this Agreement the Company shall prepare and file the Company Proxy Statement with the SEC. Parent, Merger Subsidiary and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Subsidiary will furnish the Company the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company).
 
(d) The Company shall use its reasonable best efforts to resolve, and each party agrees to consult and cooperate with the other party in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company's stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Parent prior to responding to SEC comments with respect to the preliminary Company Proxy Statement.
 
(e) Each of Parent, Merger Subsidiary and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have become false or misleading and the Company shall promptly prepare and mail to its stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable
 
(i) notify Parent of the receipt of any comments from the SEC with respect to the Company Proxy Statement and any request by the SEC for any amendment to the Company Proxy Statement or for additional information and
 
(ii) provide Parent with copies of all written correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand, with respect to the Company Proxy Statement.

 
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Section 5.06                      Notices of Certain Events. The Company shall notify Parent and Merger Subsidiary, and Parent and Merger Subsidiary shall notify the Company, promptly of:
 
(i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement,
 
(ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement,
 
(iii) any Legal Actions commenced, or to such party's knowledge, threatened, against the Company or any of its Subsidiaries or Parent or its Subsidiaries, as applicable, that are related to the transactions contemplated by this Agreement, and
 
(iv) any event, change or effect between the date of this Agreement and the Effective Time which causes or is reasonably likely to cause the failure of the conditions set forth in Section 6.02(a), Section 6.02(b) or Section 6.02(c) of this Agreement or Section 6.03(a) or Section 6.03(b) of this Agreement (in the case of Parent and Merger Subsidiary), to be satisfied. In no event shall (A) the delivery of any notice by a party pursuant to this Section 5.06 limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement, or (B) disclosure by the Company or Parent be deemed to amend or supplement the Company Disclosure Letter or constitute an exception to any representation or warranty. This Section 5.06 shall not constitute a covenant or agreement for purposes of Section 6.02(b) or Section 6.03(b).
 
Section 5.07                      Employees; Benefit Plans.
 
(a) During the period commencing at the Effective Time and ending on the date which is FIVE (“5”) months from the Effective Time (or if earlier, the date of the employee's termination of employment with Parent and its Subsidiaries), Parent shall cause the Surviving Corporation and each of its Subsidiaries, as applicable, to provide the employees of the Company and its Subsidiaries who remain employed immediately after the Effective Time (collectively, the "Company Continuing Employees") with base salary, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary, target bonus

 
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opportunities (excluding equity-based compensation), and employee benefits provided by the Company and its Subsidiaries on the date of this Agreement.
 
(b) With respect to any "employee benefit plan" as defined in Section 3(3) of ERISA maintained by Parent or any of its Subsidiaries, excluding both any retiree healthcare plans or programs maintained by Parent or any of its Subsidiaries and any equity compensation arrangements maintained by Parent or any of its Subsidiaries (collectively, "Parent Benefit Plans") in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the case may be as if such service were with Parent, for vesting and eligibility purposes (but not for (i) purposes of early retirement subsidies under any Parent Benefit Plan that is a defined benefit pension plan or (ii) benefit accrual purposes, except for vacation, if applicable) in any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; (iii) Continuing Company shall honor all consulting or advisory agreement previously entered into, or employment pending equity awards stock options or warrants to purchase equity based upon performance. provided, that such service shall not be recognized to the extent that (A) such recognition would result in a duplication of benefits or (B) such service was not recognized under the corresponding Company Employee Plan.
 
(c) This Section 5.07 shall be binding upon and inure solely to the benefit of each of the parties to this Agreement, and nothing in this Section 5.07, express or implied, shall confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 5.07. Nothing contained herein, express or implied (i) shall be construed to establish, amend or modify any benefit plan, program, agreement or arrangement or (ii) shall alter or limit the ability of the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 5.07 shall not create any right in any Company Employee or any other Person to any continued employment with the Surviving Corporation, Parent or any of their respective Subsidiaries or compensation or benefits of any nature or kind whatsoever.
 
(d) With respect to matters described in this Section 5.07, the Company will not send any written notices or other written communication materials to Company Employees without the prior written consent of Parent.
 
Section 5.08                      Directors' and Officers' Indemnification and Insurance.
 
(a) Parent and Merger Subsidiary agree that all rights to indemnification, advancement of expenses and exculpation by the Company now existing in favor of each Person who is now, or has been at any time prior to the date hereof or who becomes prior

 
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to the Effective Time an officer or director of the Company ( an "Indemnified Party") as provided in the Company Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 5.08, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim.
 
(b) For three years after the Effective Time, to the fullest extent permitted under applicable Law, Parent and the Surviving Corporation (the "Indemnifying Parties") shall indemnify, defend and hold harmless each Indemnified Party including parents, consultants, and employees against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement), and shall reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred, subject to the Surviving Corporation's receipt of an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under applicable Law; provided, however, that the Surviving Corporation will not be liable for any settlement effected without the Surviving Corporation's prior written consent.
 
(c) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) maintain in effect for a period of three (“3”) years after the Effective Time, if available, the current policies of directors' and officers' liability insurance maintained by the Company immediately prior to the Effective Time (provided that the Surviving Corporation may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its Subsidiaries when compared to the insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Effective Time "tail" insurance policies with a claims period of three (“3”) years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its Subsidiaries, in each case with respect to claims arising out of or relating to events which occurred before or at the Effective Time (including in connection with the transactions contemplated by this Agreement); provided, however, that in no event will the Surviving Corporation be required to expend an annual premium for such coverage in excess of Ten percent (“10%”) of the last annual premium paid by the Company for such insurance prior to the date of this Agreement, which amount is set forth on Section 5.08(c) of the Company Disclosure Letter (the "Maximum Premium"). If such insurance

 
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coverage cannot be obtained at an annual premium equal to or less than the Maximum Premium, the Surviving Corporation will obtain, and Parent will cause the Surviving Corporation to obtain, that amount of directors' and officers' insurance (or "tail" coverage) obtainable for an annual premium equal to the Maximum Premium.


(d) The obligations of Parent and the Surviving Corporation under this Section 5.08 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.08 applies without the consent of such affected Indemnified Party.
 
(e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.08.
 
The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors' and officers' insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 5.08 is not prior to, or in substitution for, any such claims under any such policies.
 
Section 5.09                      Reasonable Best Efforts.
 
(a)           Upon the terms and subject to the conditions set forth in this Agreement (including those contained in this Section 5.09), each of the parties hereto shall, and shall cause its Subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, and to satisfy all conditions to, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including
 
(i) the obtaining of all necessary permits, waivers, consents, approvals and actions or non-actions from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entities
 
(ii)  the obtaining of all necessary consents or waivers from third parties

 
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(iii) the execution and delivery of any additional instruments necessary to consummate the Merger and to fully carry out the purposes of this Agreement. Parent will take all action necessary to cause Merger Subsidiary to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement. The Company and Parent shall, subject to applicable Law, promptly (A) cooperate and coordinate with the other in the taking of the actions contemplated by clauses (i), (ii) and (iii) immediately above and (B) supply the other with any information that may be reasonably required in order to effectuate the taking of such actions. Each party hereto shall promptly inform the other party or parties hereto, as the case may be, of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement.
 
If the Company or Parent receives a request for additional information or documentary material from any Governmental Entity with respect to the transactions contemplated by this Agreement, then it shall use reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request, and, if permitted by applicable Law and by any applicable Governmental Entity, provide the other party's counsel with advance notice and the opportunity to attend and participate in any meeting with any Governmental Entity in respect of any filing made thereto in connection with the transactions contemplated by this Agreement.
 
Neither Parent nor the Company shall commit to or agree (or permit their respective Subsidiaries to commit to or agree) with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or other applicable Antitrust Laws, without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
 
(b)           Without limiting the generality of the undertakings pursuant to Section 5.09(a) hereof, the parties hereto shall (i) provide or cause to be provided as promptly as reasonably practicable to Governmental Entities with jurisdiction over the Antitrust Laws (each such Governmental Entity, a "Governmental Antitrust Authority") information and documents requested by any Governmental Antitrust Authority as necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other Antitrust Laws as promptly as practicable following the date of this Agreement (provided that in the case of the filing under the HSR Act, such filing shall be made within 10 Business Days of the date of this Agreement) and thereafter to respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act or any other applicable Antitrust Laws and (ii) subject to the terms set forth in Section 5.09(c) hereof, use their reasonable best efforts to take such actions as are necessary or advisable to obtain prompt approval of the consummation of the transactions contemplated by this Agreement by any Governmental Entity or expiration of applicable waiting periods.

 
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(c)           In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a Governmental Entity or private party challenging the Merger or any other transaction contemplated by this Agreement, or any other agreement contemplated hereby, the Company shall cooperate in all respects with Parent and Merger Subsidiary and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement.
 
Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Subsidiary or any of their Affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any Order, in connection with the transactions contemplated by this Agreement.
 
(d)           Notwithstanding anything to the contrary set forth in this Agreement, none of Parent, Merger Subsidiary or any of their Subsidiaries shall be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement or order to
 
(i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of any assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries,
 
(ii) conduct, restrict, operate, invest or otherwise change the assets, business or portion of business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries in any manner, or
 
(iii) impose any restriction, requirement or limitation on the operation of the business or portion of the business of the Company, the Surviving Corporation, Parent, Merger Subsidiary or any of their respective Subsidiaries; provided that, if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement or order so long as such requirement, condition, limitation, understanding, agreement or order is only binding on the Company in the event the Closing occurs.
 
Section 5.10                      Public Announcements. The initial press release with respect to this Agreement and the transactions contemplated hereby shall be a release mutually agreed to by the Company and Parent. Thereafter, each of the Company, Parent and Merger Subsidiary agrees that no public release or announcement concerning the

 
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transactions contemplated hereby shall be issued by any party without the prior written consent of the Company and Parent (which consent shall not be unreasonably withheld or delayed), except as such release or announcement may be permitted by Section 5.04 or required by applicable Law or the rules or regulations of any applicable United States Securities Exchange Commission, in which case the party required to make the release or announcement shall consult with the other party about, and allow the other party reasonable time to comment on such release or announcement in advance of such issuance.
 
Section 5.11                      Takeover Statutes. If any "control share acquisition", "fair price", "moratorium" or other anti-takeover Law becomes or is deemed to be applicable to the Company, Parent, Merger Subsidiary, the Merger or any other transaction contemplated by this Agreement, then each of the Company, Parent, Merger Subsidiary, and their respective board of directors shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti- takeover Law inapplicable to the foregoing.

Section 5.12                      Section 16 Matters for Beneficial Owners of more than 10%. Prior to the Effective Time, the Company shall take all such steps as may be required to cause to be exempt under Rule 16b-3 promulgated under the Exchange Act any dispositions of shares of Company Common Stock (including derivative securities with respect to such shares) that are treated as dispositions under such rule and result from the transactions contemplated by this Agreement by each director or officer of the Company who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company. Securities must have been held for at least six months, or specific approval must be obtained.

Section 5.13                      Further Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Company or Merger Subsidiary, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or Merger Subsidiary, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of the Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

 
ARTICLE VI
CONDITIONS
 
 
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Section 6.01                      Conditions to Each Party's Obligation to Effect the Merger.
 
The respective obligations of each party to this Agreement to effect the Merger is subject to the satisfaction or waiver on or prior to the Closing Date of each of the following conditions:
 
(a) Company Stockholder Approval. This Agreement will have been duly adopted by the Requisite Company Vote.
 
(b) Regulatory Approvals. The waiting period applicable to the consummation of the Merger under the HSR Act (or any extension thereof) shall have expired or been terminated.
 
(c) No Injunctions, Restraints or Illegality. No Governmental Entity having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced or entered any Laws or Orders, whether temporary, preliminary or permanent, that make illegal, enjoin or otherwise prohibit consummation of the Merger or the other transactions contemplated by this Agreement.
 
(d) Governmental Consents. All consents, approvals and other authorizations of any Governmental Entity set forth in Section 6.01 of the Company Disclosure Letter and required to consummate the Merger and the other transactions contemplated by this Agreement (other than the filing of the Articles of Merger with the Secretary of State of the State of Nevada) shall have been obtained, free of any condition that would reasonably be expected to have a Company Material Adverse Effect or a material adverse effect on Parent's and Merger Subsidiary's ability to consummate the transactions contemplated by this Agreement.
 
Section 6.02                      Conditions to Obligations of Parent and Merger Subsidiary. The obligations of Parent and Merger Subsidiary to effect the Merger are also subject to the satisfaction or waiver by Parent and Merger Subsidiary on or prior to the Closing Date of the following conditions:
 
(a) Representations and Warranties. (i) The representations and warranties of the Company (other than in Section 3.01(a)(“Organization; Standing and Power”), Section 3.02(a)( second sentence -As of the close of business on August 24, 2014 As of the date of this Agreement, 7,322,894 Shares were issued and outstanding, (y) (“12,677,106”) Shares were issued and held by the Company in its treasury and (z) no shares of Company Preferred Stock were issued and outstanding or held by the Company in its treasury, and since July 1,2014 and through the date hereof, no additional Shares or shares of Company Preferred Stock have been issued other than the issuance of Shares upon the exercise or settlement of Company Equity Awards.), Section 3.01 (b)(ii) (Except for the Company Stock Plans and as set forth in Section 3.02 (b)(ii) of the Company Disclosure Letter, there are no Contracts to which the Company is a party obligating the Company to accelerate the vesting of any Company Equity Award as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events).  Section 3.02(c)( last sentence -(As of the date hereof, an aggregate of (A) (6,041,247) shares of Company Common Stock are subject to, and (6,041,247) shares of Company Common Stock are reserved for

 
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issuance upon exercise of, the Warrants. Section 3.03(a) Authority, Section 3.04(b)
 
Financial Statements, Section 3.05(a) Absence of Certain Changes or Events and Section
 
3.10 Regulatory Actions of Inquiries) set forth in Article III of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words "Company Material Adverse Effect," "in all material respects," "in any material respect," "material" or "materially") when made and as of immediately prior to the Effective Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date).
 
(b) Performance of Covenants. The Company shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by it hereunder.
 
(c) Company Material Adverse Effect. Since the date of this Agreement, there shall not have been any Company Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
 
(d) Officers Certificate. Parent will have received a certificate, signed by the chief executive officer or chief financial officer of the Company, certifying as to the matters set forth in Section 6.02(a), Section 6.02(b) and Section 6.02(c) hereof.

Section 6.03                      Conditions to Obligation of the Company. The obligation of the Company to effect the Merger is also subject to the satisfaction or waiver by the Company on or prior to the Closing Date of the following conditions:
 
(a) Representations and warranties. The representations and warranties of Parent and Merger Subsidiary set forth in Article IV of this Agreement shall be true and correct in all respects (without giving effect to any limitation indicated by the words "material adverse effect," "in all material respects," "in any material respect," "material" or "materially") when made and as of immediately prior to the Effective Time, as if made at and as of such time (except those representations and warranties that address matters only as of a particular date, which shall be true and correct in all respects as of that date), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent's and Merger Sub's ability to consummate the transactions contemplated by this Agreement.
 
(b) Performance of covenants. Parent and Merger Subsidiary shall have performed in all material respects all obligations, and complied in all material respects with the agreements and covenants, required to be performed by or complied with by them hereunder.
 
 
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(c) Officer’s certificate. The Company will have received a certificate, signed by an officer of Parent, certifying as to the matters set forth in Section 6.03(a) and Section 6.03(b).

 
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
 

Section 7.01                      Termination By Mutual Consent. This Agreement may be terminated at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company) by mutual written consent of Parent, Merger Subsidiary and the Company.

Section 7.02                      Termination By Either Parent or the Company. This Agreement may be terminated by either Parent or the Company at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company):
 
(a)           if this Merger Agreement has not been consummated on or before August 31, 2014 (the "End Date"); provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(a) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Merger to be consummated on or before the End Date. However, such break up provisions as set out within the binding letter of intent still remain valid as per its terms (The binding letter of intent dated July 22, 2014 and has been fully executed by both parties;
 
(b)           if any Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order making illegal, permanently enjoining or otherwise permanently prohibiting the consummation of the Merger or the other transactions contemplated by this Agreement, and such Law or Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.02(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the cause of, or resulted in, the issuance, promulgation, enforcement or entry of any such Law or Order; In the event Company has been the cause of such action it will be liable for break up provisions here in and within the binding letter of intent dated July 22, 2014 and has been duly executed by both parties; or
 
(c)           if this Agreement has been submitted to the stockholders of the Company for adoption at a duly convened Company Stockholders Meeting and the Requisite Company Vote shall not have been obtained at such meeting.

Section 7.03                      Termination By Parent. This Agreement may be terminated by Parent at any time prior to the Effective Time (notwithstanding any approval of this Agreement by the stockholders of the Company):

 
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(a) IF (i) a Company Adverse Recommendation Change shall have occurred,
 
(i) the Company shall have entered into, or publicly announced its intention to enter into, a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement)
 
(ii) the Company shall have breached or failed to perform in any material respect any of the covenants and agreements set forth in Section 5.04
 
(iii) the Company Board fails to reaffirm (publicly, if so requested by Parent) the Company Board Recommendation within ten (“10”) Business Days after the date any Takeover Proposal (or material modification thereto) is first publicly disclosed by the Company or the Person making such Takeover Proposal
 
(iv) Company or the Company Board (or any committee thereof) shall publicly announce its intentions to do any of actions specified in this ; or
 
(b) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement such that the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that Parent shall have given the Company at least 15 days written notice prior to such termination stating Parent's intention to terminate this Agreement pursuant to this Section 7.04(b).

Section 7.04                      Termination By the Company. This Agreement may be terminated by the Company at any time prior to the Effective Time (notwithstanding, in the case of Section 7.04(b) immediately below, any approval of this Agreement by the stockholders of the Company):
 
(a) if prior to the receipt of the Requisite Company Vote at the Company Stockholders Meeting, the Company Board authorizes the Company, in full compliance with the terms of this Agreement, including Section 5.04(b) thereof, to enter into a Company Acquisition Agreement (other than an Acceptable Confidentiality Agreement) in respect of a Superior Proposal; provided that the Company shall have paid any amounts due pursuant to Section 7.06(b) hereof in accordance with the terms, and at the times, specified therein; and provided further that in the event of such termination, the Company substantially concurrently enters into such Company Acquisition Agreement; or
 
(b) if there shall have been a breach of any representation, warranty, covenant or agreement on the part of Parent or Merger Subsidiary set forth in this Agreement such that the conditions to the Closing of the Merger set forth in Section 6.02(a) or Section 6.02(b), as applicable, would not be satisfied and, in either such case, such breach is incapable of being cured by the End Date; provided that the Company shall have given Parent at least 15 days written notice prior to such termination stating the Company's intention to terminate this Agreement pursuant to this Section 7.04(b).

 
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Section 7.05                      Notice of Termination; Effect of Termination. The party desiring to terminate this Agreement pursuant to this Article VII (other than pursuant to Section 7.01) shall deliver written notice of such termination to each other party hereto specifying with particularity the reason for such termination, and any such termination in accordance with Section 7.05 shall be effective immediately upon delivery of such written notice to the other party. If this Agreement is terminated pursuant to this Article VII, it will become void and of no further force and effect, with no liability on the part of any party to this Agreement (or any stockholder, director, officer, employee, agent or Representative of such party) to any other party hereto, except (i) with respect to Section 5.03(b), this Section 7.05, Section 7.06 and Section 7.07 (and any related definitions contained in any such Sections or Article), which shall remain in full force and effect and
(ii) with respect to any liabilities or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or the breach by another party of any of its representations, warranties, covenants or other agreements set forth in this Agreement. (iii) and expenses as defined in binding letter of intent dated July 22, 2014.
 
Section 7.06                      Fees and Expenses Following Termination.
 
(a) If this Agreement is terminated by Parent pursuant to Section 7.03(a) and the binding letter of intent, then the Company shall pay to Parent (by wire transfer of immediately available funds), within Five (“5”) Business Days after such termination, a fee in an amount equal to the Termination Fee, plus, Parent's Expenses actually incurred by Parent on or prior to the termination of this Agreement.
 
(b) If this Agreement is terminated by the Company pursuant to Section 7.04(a), then the Company shall pay to Parent (by wire transfer of immediately available funds), at or prior to such termination, the Termination Fee, plus, Parent's Expenses actually incurred by Parent on or prior to the termination of this Agreement.
 
(c) If this Agreement is terminated (i) by Parent pursuant to Section 7.03(b), provided that the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting (including any adjournment or postponement thereof) or (ii) by the Company or Parent pursuant to (A) Section 7.02(a) hereof and provided that the Requisite Company Vote shall not have been obtained at the Company Stockholders Meeting (including any adjournment or postponement thereof) or (B) Section 7.02(c) hereof and, in the case of clauses (i) and (ii) immediately above, (C) prior to such termination (in the case of termination pursuant to Section 7.02(a) or Section 7.03(b)) or the Company Stockholders Meeting (in the case of termination pursuant to Section 7.02 (c)), a Takeover Proposal shall (1) in the case of a termination pursuant to Section 7.02
 
(a) or Section 7.02(c), have been publicly disclosed and not withdrawn or (2) in the case of a termination pursuant to Section 7.03(b), have been publicly disclosed or otherwise made or communicated to the Company or the Company Board, and not withdrawn, and
 
(B) within SIX (“6”) months following the date of such termination of this Agreement the

 
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Company shall have entered into a definitive agreement with respect to any Takeover Proposal, or any Takeover Proposal shall have been consummated (in each case whether or not such Takeover Proposal is the same as the original Takeover Proposal made, communicated or publicly disclosed), then in any such event the Company shall pay to Parent (by wire transfer of immediately available funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee, plus, Parent's Expenses actually incurred by Parent on or prior to the termination of this Agreement (it being understood for all purposes of this Section 7.06(c), all references in the definition of Takeover Proposal to 15% shall be deemed to be references to "more than 50%" instead). If a Person (other than Parent) makes a Takeover Proposal that has been publicly disclosed and subsequently withdrawn prior to such termination or the Company Stockholder Meeting, as applicable, and, within 6 (“six”) months following the date of the termination of this Agreement, such Person or any of its controlled Affiliates makes a Takeover Proposal that is publicly disclosed, such initial Takeover Proposal shall be deemed to have been "not withdrawn" for purposes of clauses (1) and (2) of this paragraph (c).
 
(d) The Company acknowledges and hereby agrees that the provisions of this Section 7.06 are an integral part of the transactions contemplated by this Agreement (including the Merger), and that, without such provisions, Parent and Merger Subsidiary would not have entered into this Agreement. If the Company shall fail to pay in a timely manner the amounts due pursuant to this Section 7.06, and, in order to obtain such payment, Parent makes a claim against the Company that results in a judgment against the Company, the Company shall pay to Parent the reasonable costs and expenses of Parent (including its reasonable attorneys' fees and expenses) incurred or accrued in connection with such suit, together with interest on the amounts set forth in this Section
 
7.06 at the prime lending rate prevailing during such period as published in The Wall Street Journal as LIBOR (London Inter-Bank Rate and Five Percent (LIBOR + 5%). Any interest payable hereunder shall be calculated on a daily basis from the date such amounts were required to be paid until (but excluding) the date of actual payment, and on the basis of a 360-day year. The parties acknowledge and agree that in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.
 
(e) Except as expressly set forth in this Section 7.06, all Expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such Expenses.
 

Section 7.07                      Amendment. At any time prior to the Effective Time, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the Requisite Company Vote, by written agreement signed by each of the parties hereto; provided, however, that following the receipt of the Requisite Company Vote, there shall be no amendment or supplement to the provisions of this Agreement which by Law or in accordance with the rules of any relevant self-regulatory organization

 
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would require further approval by the holders of Company Common Stock without such approval.
 

Section 7.08                      Extension; Waiver. At any time prior to the Effective Time, Parent or Merger Subsidiary, on the one hand, or the Company, on the other hand, may
(a) extend the time for the performance of any of the obligations of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered under this Agreement, or (c) unless prohibited by applicable Law, waive compliance with any of the covenants, agreements or conditions contained in this Agreement. Any agreement on the part of a party to any extension or waiver will be valid only if set forth in an instrument in writing signed by such party. The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.
 
ARTICLE VIII
MISCELLANEOUS
 

Section 8.01                      Definitions. For purposes of this Agreement, the following terms will have the following meanings when used herein with initial capital letters:
 
"Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement that contains confidentiality and standstill provisions that are no less favorable to the Company than those contained in the Confidentiality Agreement.
 
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with, such first Person. For the purposes of this definition, "control" (including, the terms "controlling," "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract or otherwise.
 
"Agreement" has the meaning set forth in the Preamble. "Antitrust Laws" has the meaning set forth in Section 3.03(c). "Book-Entry Shares" has the meaning set forth in Section 2.02(a).
 
"Business Day" means any day, other than Saturday, Sunday or any day on which banking institutions located in Arizona are authorized or required by Law or other governmental action to close.
 
"Certificate" has the meaning set forth in Section 2.01(c). "Articles of Merger" has the meaning set forth in Section 1.03.
 
"Charter Documents" has the meaning set forth in Section 3.01(b). "Closing" has the meaning set forth in Section 1.02.

 
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"Closing Date" has the meaning set forth in Section 1.02.
 
"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA.
 
"Code" has the meaning set forth in Section 2.05. "Company" has the meaning set forth in the Preamble.
 
"Company Acquisition Agreement" has the meaning set forth in Section 5.04(a).
 
"Company Adverse Recommendation Change" has the meaning set forth in
 
Section 5.04(a).
 
"Company Balance Sheet" has the meaning set forth in Section 3.04(e).
 
"Company Board" has the meaning set forth in the Recitals.
 
"Company Board Recommendation" has the meaning set forth in Section 3.03(d).
 
"Company Common Stock" has the meaning set forth in the Recitals. "Company Continuing Employees" has the meaning set forth in Section
5.07(a).
 
"Company Disclosure Letter" has the meaning set forth in the introductory language in Article III.
 
"Company Employee" has the meaning set forth in Section 3.12(a).
 
"Company Employee Agreement" means any Contract between the Company or any of its Subsidiaries and a Company Employee.
 
"Company Employee Plans" has the meaning set forth in Section 3.12(a). "Company Equity Award" means a Company Stock Option or a Company Stock
Award or a phantom stock award, as the case may be.
 
"Company ERISA Affiliate" means, with respect to any Person, any other Person that, together with such first Person, would be treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.
 
"Company Financial Advisor" has the meaning set forth in Section 3.10. "Company IP" has the meaning set forth in Section 3.07(b).
 
"Company IP Agreements" means all licenses, sublicenses, consent to use agreements, covenants not to sue and permissions and other Contracts, including the right to receive royalties or any other consideration, whether written or oral, relating to Intellectual Property and to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries is a licensor or licensee.

 
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"Company Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or would reasonably be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, prospects, condition (financial or otherwise), or assets of the Company, taken as a whole, or (ii) the ability of the Company to consummate the transactions contemplated hereby on a timely basis; provided, however, that, for the purposes of clause (i), a Company Material Adverse Effect shall not be deemed to include events, occurrences, facts, conditions or changes arising out of, relating to or resulting from: (a) changes generally affecting the economy, financial or securities markets; (b) the announcement of the transactions contemplated by this Agreement; (c) any outbreak or escalation of war or any act of terrorism; or (d) general conditions in the industry in which the Company operates; provided further, however, that any event, change and effect referred to in clauses (a), (c) or (d) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent that such event, change or effect has a disproportionate effect on the Company, taken as a whole, compared to other participants in the industries in which the Company conduct their businesses.
 
"Company Material Contract" has the meaning set forth in Section 3.05(a). "Company-Owned IP" means all Intellectual Property owned or purported to be
owned by the Company.
 
"Company Preferred Stock" has the meaning set forth in Section 3.02(a). "Company Proxy Statement" has the meaning set forth in Section 3.16. "Company SEC Documents" has the meaning set forth in Section 3.04(a). "Company Securities" has the meaning set forth in Section 3.02(b). "Company Stock Award" has the meaning set forth in Section 2.07(b). "Company Stock Option" has the meaning set forth in Section 2.07(a). "Company Stock Plans" has the meaning set forth in Section 3.02(b).
 
"Company Stockholders Meeting" means the special meeting of the Stockholders of the Company to be held to consider the adoption of this Agreement.
 
"Confidentiality Agreement" has the meaning set forth in Section 5.03.
 
"Consent" has the meaning set forth in Section 3.03(c).
 
"Contracts" means any contracts, agreements, licenses, notes, bonds, mortgages, indentures, leases or other binding instruments or binding commitments, whether written or oral.
 
"Convertible Notes" means that Core Resource Management, Inc., CRMI Senior Convertible Debentures due 2019 dated May 1, 2014 convertible off the Three Dollars per share. The rate underlying share conversion option is thus devisable by the face value

 
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of each Debenture, payable before its maturity date. Nitro Petroleum, Inc., has no Convertible Debt instruments outstanding.
 
"Dissenting Shares" has the meaning set forth in Section 2.03. "Effective Time" has the meaning set forth in Section 1.03. "End Date" has the meaning set forth in Section 7.02(a).
 
"Environmental Laws" means any applicable Law, and any Order or binding agreement with any Governmental Entity: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term "Environmental Law" includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42
 
U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.
 
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
 
"Exchange Act" has the meaning set forth in Section 3.03(c). "Exchange Agent" has the meaning set forth in Section 2.02(a).
 
"Expenses" means, with respect to any Person, all reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, business consultants, financial advisors, legal advisers, certified public accountants, and investment bankers of such Person and its Affiliates), incurred by such Person or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement and any transactions related thereto including prior negotiations, term sheets, and letters of intent, any litigation with respect thereto, the preparation, printing, filing and mailing of the Proxy Statement, the filing of any required notices under the HSR Act or Foreign Antitrust Laws, or in connection with other regulatory approvals, and all other matters related to the Merger other transactions contemplated hereby.

 
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"Foreign Antitrust Laws" has the meaning set forth in Section 3.03(c).
 
"Generally Agreed upon Accounting Principles “GAAP” has the meaning set forth in Section 3.04(b).
 
"Governmental Antitrust Authority" has the meaning set forth in Section 5.09(b).
 
"Governmental Entity" has the meaning set forth in Section 3.03(c). "Hazardous Substance" shall mean (a) any material, substance, chemical, waste,
product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws, and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.
 
"HSR Act" has the meaning set forth in Section 3.03(c). "Indemnified Party" has the meaning set forth in Section 5.09(b). "Indemnifying Parties" has the meaning set forth in Section 5.08(a).
 
"Intellectual Property" means all intellectual property and other similar proprietary rights in any jurisdiction worldwide, whether registered or unregistered, including such rights in and to: (a) patents (including all reissues, divisions, Provisionals, continuations and continuations-in-part, re-examinations, renewals and extensions thereof), patent applications, patent disclosures or other patent rights ("Patents"); (c) copyrights, design, design registration, and all registrations, applications for registration, and renewals for any of the foregoing, and any "moral" rights ("Copyrights"); (d) trademarks, service marks, trade names, business names, logos, trade dress, certification marks and other indicia of commercial source or origin together with all goodwill associated with the foregoing, and all registrations, applications and renewals for any of the foregoing ("Trademarks"); (e) trade secrets and business, technical and know-how information, databases, data collections and other confidential and proprietary information and all rights therein ("Trade Secrets"); (f) software, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other software-related specifications and documentation ("Software"); and (g) Internet domain name registrations.
 
"IRS" means the United States Internal Revenue Service.
 
"Knowledge" means, when used with respect to the Company, the actual or constructive knowledge of any officer or director, after due inquiry.
 
"Laws" means any domestic or foreign laws, common law, statutes, ordinances, rules, regulations, codes, Orders or legally enforceable requirements enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Entity.

 
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"Lease" shall mean all leases, subleases and other agreements under which the Company or any of its Subsidiaries leases, uses or occupies, or has the right to use or occupy, any real property.
 
"Leased Real Estate" shall mean all real property that the Company or any of its Subsidiaries leases, subleases or otherwise uses or occupies, or has the right to use or occupy, pursuant to a Lease.
 
"Legal Action" has the meaning set forth in Section 3.09.
 
"Liability" shall mean any liability, indebtedness or obligation of any kind (whether accrued, absolute, contingent, matured, unmatured or otherwise, and whether or not required to be recorded or reflected on a balance sheet under GAAP).
 
"Liens" means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances, hypothecations, options, rights of first refusal, rights of first offer and security interests of any kind or nature whatsoever.
 
"Maximum Premium"  has the meaning set forth in Section 5.08(c).
 
"Merger" has the meaning set forth in Section 1.01.
 
"Merger Subsidiary" has the meaning set forth in the Preamble. "Merger Consideration" has the meaning set forth in Section 2.01(b). "Multi-employer Plan" has the meaning set forth in Section 3.12(c).
 
“NRSC” “Nevada Restated Statutes of Corporations” has meaning set forth in
 
Section 1.01.
 
"Notice Period" has the meaning set forth in Section 5.04(d).
 
“OTCQB” has and has meaning set forth in Section3.03(c). OTCQB. Is the Over the Counter marketplace exchange for venture stage US SEC reporting companies. The OTCQB is the mid-tier of three marketplaces for trading over-the-counter stocks provided and operated by the OTC markets group.
 
"Order" has the meaning set forth in Section 3.09.
 
"Owned Real Estate" shall mean any real estate owned in fee by Company or any of its Subsidiaries, together with all buildings, structures, fixtures and improvements thereon and all of the Company's and its Subsidiaries' rights thereto, including without limitation, all easements, rights of way and appurtenances relating thereto.
 
"Parent" has the meaning set forth in the Preamble.
 
"Parent Benefit Plans" has the meaning set forth in Section 5.07(b). "Payment Fund" has the meaning set forth in Section 2.02(a). "Permits" has the meaning set forth in Section 3.08(b).

 
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"Permitted Liens" means (a) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith (provided appropriate reserves required pursuant to GAAP have been made in respect thereof), (b) mechanics', carriers', workers', repairers' and similar statutory Liens arising or incurred in the ordinary course of business for amounts which are not delinquent or which are being contested by appropriate proceedings (provided appropriate reserves required pursuant to GAAP have been made in respect thereof), (c) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over such Person's owned or leased real property, which are not violated by the current use and operation of such real property, (d) covenants, conditions, restrictions, easements and other similar non-monetary matters of record affecting title to such Person's owned or leased real property, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person's businesses, (e) any right of way or easement related to public roads and highways, which do not materially impair the occupancy or use of such real property for the purposes for which it is currently used in connection with such Person's businesses, and (f) Liens arising under workers' compensation, unemployment insurance, social security, retirement and similar legislation.
 
"Person" means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity and other entity and group (which term will include a "group" as such term is defined in Section 13(d)(3) of the Exchange Act).
 
"Real Estate" means the Owned Real Estate and the Leased Real Estate. "Representatives" has the meaning set forth in Section 5.04(a). "Requisite Company Vote" has the meaning set forth in Section 3.03(a). "Sarbanes-Oxley Act" has the meaning set forth in Section 3.04(g).
 
"SEC" “Securities and Exchange Commission” has the meaning set forth in
 
Section 3.03(c).
 
"Securities Act" has the meaning set forth in Section 3.04(a).
 
"Subsidiary" means, when used with respect to any party, and except as set forth on Section 8.01(iii) of the Company Disclosure Letter, any corporation or other organization, whether incorporated or unincorporated, a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries.
 
"Superior Proposal" means a bona fide written Takeover Proposal involving the direct or indirect acquisition pursuant to a tender offer, exchange offer, merger,

 
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consolidation or other business combination, of all or substantially all of the Company's consolidated assets or a majority of the outstanding Company Common Stock, that the Company Board determines in good faith (after consultation with outside legal counsel and the Company Financial Advisor) is more favorable from a financial point of view to the holders of Company Common Stock than the transactions contemplated by this Agreement, taking into account (a) all financial considerations, (b) the identity of the third party making such Takeover Proposal, (c) the anticipated timing, conditions (including any financing condition or the reliability of any debt or equity funding commitments) and prospects for completion of such Takeover Proposal, (d) the other terms and conditions of such Takeover Proposal and the implications thereof on the Company, including relevant legal, regulatory and other aspects of such Takeover Proposal deemed relevant by the Company Board and (e) any revisions to the terms of this Agreement and the Merger proposed by the Parent during the Notice Period set forth in Section 5.04(d).


"Surviving Corporation" has the meaning set forth in Section 1.01.
 
"Takeover Proposal" means a proposal or offer from, or indication of interest in making a proposal or offer by, any Person (other than Parent and its Subsidiaries, including Merger Sub) relating to any (a) direct or indirect acquisition of assets of the Company or its Subsidiaries (including any voting equity interests of Subsidiaries, but excluding sales of assets in the ordinary course of business) equal to fifteen percent (15%) or more of the fair market value of the Company's consolidated assets or to which fifteen percent (15%) or more of the Company's net revenues or net income on a consolidated basis are attributable, (b) direct or indirect acquisition of fifteen percent (15%) or more of the voting equity interests of the Company, (c) tender offer or exchange offer that if consummated would result in any Person beneficially owning (within the meaning of Section 13(d) of the Exchange Act) fifteen percent (15%) or more of the voting equity interests of the Company, (d) merger, consolidation, other business combination or similar transaction involving the Company or any of its Subsidiaries, pursuant to which such Person would own fifteen percent (15%) or more of the consolidated assets, net revenues or net income of the Company, taken as a whole, or (e) liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the Company or the declaration or payment of an extraordinary dividend (whether in cash or other property) by the Company.
 
"Taxes" means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

 
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"Tax Returns" means any return, declaration, report, claim for refund, information return or statement or other document required to be filed with or provided to any taxing authority in respect of Taxes, including any schedule or attachment thereto, and including any amendment thereof.
 
"Termination Fee" means FIFTY THOUSAND DOLLARS ($50,000) base minimum amount in addition to break up fees as provided herein and within Binding Letter of Intent dated July 22, 2014.
 
"Treasury Regulations" means the Treasury regulations promulgated under the Code.
 
"Voting Debt" has the meaning set forth in Section 3.02(c). "Warrants" has the meaning set forth in Section 2.08.
 
Section 8.02                      Interpretation; Construction.
 
(a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit or Schedule, such reference shall be to a Section of, Exhibit to or Schedule of this Agreement unless otherwise indicated. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." A reference in this Agreement to $ or dollars is to U.S. dollars. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. References to "this Agreement" shall include the Company Disclosure Letter.
 
(b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

Section 8.03                      Survival. None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement will survive the Effective Time. This Section 8.03 does not limit any covenant of the parties to this Agreement which, by its terms, contemplates performance after the Effective Time. The Confidentiality Agreement will (a) survive termination of this Agreement in accordance with its terms and (b) terminate as of the Effective Time.

 
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Section 8.04                      Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Nevada. Except, as enforcement of the agreement procedurally may be brought as action in the State of ARIZONA, including enforcement of any injunctive relief or specific performance and costs or fee associate with such performance or non-performance.

Section 8.05                      Submission to Jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns shall be brought and determined exclusively in the State of Arizona, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the Superior Court of Maricopa County. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8.07 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder:
 
(i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 8.05,
 
(ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and
 
(iii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum,
 
(B) ) the venue of such suit, action or proceeding is improper, or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

 
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Section 8.06                      Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT:

(A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION,

(B) ) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,

(C)  SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND

(D) ) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.06.

Section 8.07                      Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.07):
 
If to Parent or Merger                   Core Resource Management, Inc.
Subsidiary, to:                               3131 E. Camelback Rd.
                                                         STE. 211
                                                         Phoenix, AZ 85016
                                                         Attention: Mr. James Clark
                                                         Phone: 602.34.3230
 
 
66

 
 
with a copy (which will not constitute notice to Parent or Merger Subsidiary) to:
Goldman Legal Advisers, LLC 625 W. 5th Street
Clare, MI 48617
 
If to the Company, to:
 
Nitro Petroleum, Inc. 625 W. Independence
STE 101
Shawnee, OK 74804
Phone: 405.273.9119
Attention: Mr. Jim Borem
 
Or to such other Persons, addresses or facsimile numbers as may be designated in writing by the Person entitled to receive such communication as provided above.
Section 8.08                      Entire Agreement. This Agreement (including the Exhibits to this Agreement), the Binding Letter of Intent dated July 22, 2014, the Company Disclosure Letter, and the Confidentiality Agreement constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all other prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement, the Binding Letter of Intent, the Confidentiality Agreement and the Company Disclosure Letter (other than an exception expressly set forth as such in the Company Disclosure Letter), the statements in the body of this Agreement will control.

Section 8.09                      No Third Party Beneficiaries. Except as provided in Section 5.08 hereof (which shall be to the benefit of the parties referred to in such section), this Agreement is for the sole benefit of the parties hereto and their permitted assigns, contracted legal advisers, contracted financial advisers,  and respective successors, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, other than the entity types named within this section.

Section 8.10                      Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the

 
67

 
 
transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 8.11                      Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that prior to the Effective Time, Merger Subsidiary may, without the prior written consent of the Company, assign all or any portion of its rights under this Agreement to Parent or to one or more of Parent's direct or indirect wholly-owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 8.12                      Remedies. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at Law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

Section 8.13                      Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of Arizona, in addition to any other remedy to which they are entitled at Law or in equity, in the State of ARIZONA or by jurisdiction at law by the State of NEVADA.

Section 8.14                      Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. This Agreement will become effective when each party to this Agreement will have received counterparts signed by all of the other parties.
 

SIGNATURE PAGE FOLLOWS

 
68

 

 
69
Exhibit 32
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 

 
Exhibit 10.2
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 

 
Exhibit 10.4
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 

 
Exhibit 10.7
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
Exhibit 16.1
 
 
 

 
 
Exhibit 23.1 Consent of Robert Adams, CPA Certified Accounting Statement

REPORT OF ROBERT ADAMS, C.P.A, INDEPENDENT REGISTERED ACCOUNTING FIRM


To:  The Board of Directors of Core Resource Management, Inc.:

We have audited the accompanying consolidated financial statements of Core Resources Management Inc. which comprise the consolidated statements of assets, liabilities and equity as of December, 2014 and the related consolidated statements of revenue, expenses and retained earnings, and cash flows for the period indicated and the related notes to the consolidated financial statements.   This represents the first year of us auditing your statements.  We have relied on prior years of audited statements and present no conclusion therein upon them.
 
 
Management is responsible for the preparation and fair presentation of these financial statements in accordance with U.S. Generally Accepted Accounting Principles.  Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
 
 
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.
 
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
 
 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of as of December 31, 2014 and the results of its operations and its cash flows for the years then ended in accordance with U.S. Generally Accepted Accounting Principles.
 
Robert L. Adams CPA

Ann Arbor, Michigan
December 18, 2015

 
Exhibit 31.1
 
CERTIFICATION
I, Dennis W. Miller, certify that:

            1.           I have reviewed this annual report on Form 10-K of Core Resource Management, Inc.;
 
            2.           Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
            3.           Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4.           I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15e and 15d-15e) for the registrant and have:

a.           designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
b.           designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.           evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.           disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.           all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b.           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated this 6th Day of January, 2016

/s/ Dennis W. Miller
----------------------------
Dennis W. Miller
Chief Executive Officer
Exhibit 31.2
 
CERTIFICATION
I, Jeff Tregaskes, certify that:

            1.           I have reviewed this annual report on Form 10-K of Core Resource Management, Inc.;
 
            2.           Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
 
            3.           Based on my knowledge, the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
 
4.           I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15e and 15d-15e) for the registrant and have:

a.           designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
 
b.           designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.           evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d.           disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.           all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
b.           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated this 6th Day of January, 2016

/s/ Jeff Tregaskes
----------------------------
Jeff Tregaskes
Chief Financial Officer
Exhibit 32.1
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND FINANCIAL OFFICER
UNDER SECURITIES AND EXCHANGE ACT RULES 13a-14 AND 15d-14


In connection with the Annual Report of Core Resource Management, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Dennis W. Miller, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Act of 1934 (15 U.S.C.78m or 780(d); and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 6th Day of January, 2016

By:  /s/ Dennis W. Miller
--------------------------------------
Dennis W. Miller
Chief Executive Officer
Exhibit 32.2
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND FINANCIAL OFFICER
UNDER SECURITIES AND EXCHANGE ACT RULES 13a-14 AND 15d-14


In connection with the Annual Report of Core Resource Management, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2013, as filed with the Securities and Exchange commission on the date hereof (the “Report”), I, Jeff Tregaskes, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Act of 1934 (15 U.S.C.78m or 780(d); and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 6th Day of January, 2016

By:  /s/ Jeff Tregaskes
--------------------------------------
Jeff Tregaskes
Chief Financial Officer
Exhibit 99.1
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 

 
v3.3.1.900
Document and Entity Information
12 Months Ended
Dec. 31, 2014
USD ($)
shares
Document And Entity Information  
Entity Registrant Name Core Resource Management, Inc.
Entity Central Index Key 0001581312
Document Type 10-K
Document Period End Date Dec. 31, 2014
Amendment Flag false
Current Fiscal Year End Date --12-31
Is Entity a Well-known Seasoned Issuer? No
Is Entity a Voluntary Filer? No
Is Entity's Reporting Status Current? No
Entity Filer Category Smaller Reporting Company
Entity Public Float | $ $ 15,936,171
Entity Common Stock, Shares Outstanding | shares 12,162,855
Document Fiscal Period Focus FY
Document Fiscal Year Focus 2014
v3.3.1.900
Condensed Consolidated Balance Sheets - USD ($)
Dec. 31, 2014
Dec. 31, 2013
Current assets:    
Cash $ 101,858 $ 210,321
Employee Receivable 3,000 3,000
Accounts Receivable, net of Allowance for Doubtful 103,514 13,463
Due from Related Party (0) 0
Accrued Interest Receivable 0 2,625
Prepaid Expenses 16,326 30,592
Total current assets 224,699 260,001
Oil and Gas Properties, full cost method 5,248,714 1,744,901
Investments in Convertible Notes 0 175,000
Investments in Equity Securities 100 4,612
Goodwill 1,503,010  
Deposits 5,757 464,941
Certificates of Deposit 0 300,000
Property and Equipment, net 86,207 52,469
Total assets 7,068,487 3,001,924
Current liabilities:    
Accounts payable 742,413 15,445
Accrued expenses 394,841 117,603
Due to Stockholders - current 102,000 145,000
Notes Payable - current 0  
Shares subject to Mandatory Redemption 168,000 0
Deferred Rent 14,617 14,824
Total current liabilities 1,421,872 292,872
Shares subject to Mandatory Redemption 209,665 0
Asset Retirement Obligations 76,620 1,254
Related Party Notes Payable, net of Discount 0 0
Notes Payable, net of Discount 1,655,049 2,611,496
Commitments and Contingent Liabilities 0 0
Total liabilities 3,363,206 2,905,622
Stockholder's Equity    
Common stock 1,216 1,108
Treasury Stock, at cost (45,000) 0
Additional paid-in capital 11,400,937 2,616,684
Common Stock Receivable 0 (100,000)
Accumulated deficit (7,651,871) (2,421,490)
Total Stockholder's Equity 3,705,282 96,302
Total Liabilities and Stockholder's Equity $ 7,068,487 $ 3,001,924
v3.3.1.900
Condensed Consolidated Statements of Operations - USD ($)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]    
Oil and Gas Revenues $ 207,038 $ 101,208
Interest and Dividend Income 37,811 10,502
Gain on forgiveness of debt 0 12,079
Realized and Unrealized Gain (Loss) on Investments 17,009 (42,705)
Total Revenues 261,858 81,084
Depletion, Depreciation, Amortization and Accretion 56,583 81,223
General and Admin Expenses 2,638,729 148,069
Debt Inducement Expenses (Bond Conversion) 2,150,451 1,403,481
Interest expense 284,326 452,819
Total Expenses 5,130,089 2,085,592
Net Loss $ (4,868,231) $ (2,004,508)
Net Loss per Common Share $ (0.40) $ (0.21)
Weighted Avg number of Common Shares Outstanding 12,162,855 9,551,627
v3.3.1.900
Condensed Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Cash Flows From Operating Activities    
Net loss $ (4,868,231) $ (2,004,508)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depletion, Depreciation, Amortization and Accretion 151,649 148,069
Realized and Unrealized Gain on Investments in Securities (17,009) 42,705
Issuance of common stock for services 0 80,000
Gain on forgiveness of debt 0 (12,079)
Amortization of debt services 0 251,146
Debt Conversion Expense 2,150,451 0
Change in Operating Assets and Liabilities:    
Deferred rent (207) (967)
Employee receivable 0 73,583
Accounts receivable (90,051) 0
Due from related party 0 0
Accrued interest receivable 2,625 (2,625)
Royalty receivable 0 (13,463)
Prepaid expenses 14,266 (30,592)
Deposits 0 (460,000)
Accounts payable 726,968 15,445
Accrued expenses 277,238 107,426
Due to stockholders (43,000) 0
Shares subject to mandatory redemption 168,000 0
Net cash used in operating activities (1,527,301) (1,805,860)
Cash Flows From Investing Activities    
Purchase of certificate of deposits 0 (300,000)
Purchase of oil and gas properties including goodwill (5,006,823) (1,880,268)
Purchase of equity securities 0 (47,317)
Proceeds from sale of convertible notes 175,000 (175,000)
Proceeds from sale of equity securities 4,512 0
Proceeds from reduction in deposits 459,184 0
Proceeds from sale of certificate of deposits 300,000 0
Net proceeds from property and equipment 5,770 (14,826)
Net cash used in investing activities (4,062,357) (2,417,411)
Cash Flows From Financing Activities    
Shares issued subject to mandatory redemption 209,665 0
Issuance of asset retirement obligations 75,366 0
Proceeds from shareholder note payable 0 0
Proceeds from notes payable issuance 1,423,489 3,563,000
Advances from shareholders 0 58,714
Payments to shareholder note payable 0 (137,500)
Treasury stock purchase (45,000) 0
Payment to shareholders 0 (227,549)
Common stock issuance 3,817,675 362,999
Net cash provided by financing activities 5,481,195 3,619,664
Net increase in cash (108,463) (603,607)
Cash at beginning of period 210,321 813,928
Cash at end of period 101,858 210,321
Interest paid 284,326 148,885
Income taxes paid 0 0
Supplemental Schedule of Non-Cash Financing Activities    
Stock issued with promissory note 0 0
Asset retirement obligation 76,620 1,203
Beneficial conversion features of convertible notes $ 494,440 $ 1,202,649
v3.3.1.900
Condensed Consolidated Statements of Stockholder's Equity - USD ($)
Common Stock
Treasury Stock
Additional Paid-In Capital
Common Stock Receivable
Accumulated Deficit
Total
Beginning Balance, Shares at Dec. 31, 2012 300,035   972,113 (100,000) (416,982) 455,161
Beginning Balance, Amount at Dec. 31, 2012 $ 30          
Shares issued, Shares 10,741,583          
Shares issued, Amount $ 1,074   $ 361,926     $ 363,000
Shares issued for service, Shares 40,000          
Shares issued for service, Amount $ 4   79,996     80,000
Convertible notes payable - beneficial conversion features     1,202,649     1,202,649
Net Loss         $ (2,004,508) (2,004,508)
Ending Balance, Shares at Dec. 31, 2013 11,081,618          
Ending Balance, Amount at Dec. 31, 2013 $ 1,108   2,616,684 $ (100,000) (2,421,490) 96,302
Shares issued, Shares 150,396          
Shares issued, Amount $ 15   370,596     370,611
Shares issued for convertible note conversion, Shares 1,543,529          
Shares issued for convertible note conversion, Amount $ 154   4,520,412     4,520,566
Shares issued for service, Shares 22,312          
Shares issued for service, Amount $ 2   44,622     44,624
Stock options vested     14,998     14,998
Shares to be issued     3,839,996     3,839,996
Shares subject to mandatory redemption     (377,665)     (377,665)
Shares redeemed into treasury   $ (45,000) 45,000     0
Shares retirement, Shares (635,000)          
Shares retirement, Amount $ (63)   (110,286) 100,000 (362,150) (372,499)
Doubtful Account Adjustment         0 0
Convertible notes payable - beneficial conversion features     436,580     436,580
Net Loss         (4,868,231) (4,868,231)
Ending Balance, Shares at Dec. 31, 2014 12,162,855          
Ending Balance, Amount at Dec. 31, 2014 $ 1,216 $ (45,000) $ 11,400,937 $ 0 $ (7,651,871) $ 3,705,282
v3.3.1.900
1. ORGANIZATION AND BUSINESS ACTIVITIES
12 Months Ended
Dec. 31, 2014
Organization And Business Activities  
ORGANIZATION AND BUSINESS ACTIVITIES

Core Resource Management, Inc. (formerly known as Direct Pet Health Holdings, Inc.) (the “Company”) was incorporated in Nevada as Apex Sports.com, Inc. on February 17, 1999, as a Development Stage Company. The Company was renamed to Quad X Sports.com, Inc. in March 1999. The Company’s business strategy was to make acquisitions within the extreme sports industry. The Company was unable to make any acquisitions, ceasing operations in 2000. The Company was renamed to Bethel Holdings in August 2001.  The business strategy involved seeking attractive business combinations. No operations commenced or acquisitions completed during this time. The Company was renamed to Direct Pet Health Holdings, Inc. in June 2006. The Company’s strategy was to seek combinations in online pet health products. The Company has an authorized capital of 100,000,000 commons shares with a par value of $0.0001. The Company’s year-end is December 31.

 

The Company per Plan of Merger dated September 20, 2012 deemed it advisable that Clark Scott LLC, Inc. (“Clark Scott”) be merged into Direct Pet Health Holdings, Inc. Clark Scott was the surviving Corporation and subsequent to merger was renamed to “Core Resource Management, Inc.”. The Company filed the appropriate state filings with the State of Nevada on September 20, 2012.

 

The Company will engage in the acquisition of existing oil and gas production in partnership with established oil and gas operators in Texas and the Southwest. The Company itself will not engage in exploration but will acquire positions of up to 50% in current oil & gas production from well-established operators, seeking from time to time, to sell a percentage of their existing production in order to recycle their capital into new leases and wells. Management believes it can maximize value for its shareholders while also negotiating fair and reasonable valuations for its drilling partners.

 

On December 18, 2014 the Company completed acquisition of Nitro Petroleum, Inc. (“Nitro”) through the merger of Core Resource Holding Co., a Nevada corporation and wholly-owned subsidiary of the Company with and into Nitro, with Nitro surviving the merger and becoming a wholly owned subsidiary of the Company. With the addition of Nitro Petroleum, Inc., the Company has become an oil and gas manager in addition to the current structured finance and commodity derivative business.

 

On November 1, 2014 the Company acquired various well interests from Whitestone Resource Management Limited (“Whitestone”) and Royal Petroleum, LLC (“Royal”). These wells were added to the Company portfolio before the end of year 2014.

v3.3.1.900
2. BASIS OF PREPARATION
12 Months Ended
Dec. 31, 2014
Basis Of Preparation  
BASIS OF PREPARATION

The accompanying financial statements as of December 31, 2014 include all transactions occurring during the period from the Company’s incorporation to its fiscal year end.  These financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

The accompanying financial statements include all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. This includes all normal and recurring adjustments. References to GAAP are done using the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC” or “Codification”) 105, Generally Accepted Accounting Principles (“ASC 105”).

 

CONSOLIDATION

 

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries Core Resource Management Holding, Inc., Core Chiltepin Holdings, Inc., and Nitro Petroleum, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

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3. RECENT ACCOUNTING PRONOUNCEMENT
12 Months Ended
Dec. 31, 2014
Recent Accounting Pronouncement  
RECENT ACCOUNTING PRONOUNCEMENT

During the years ended December 31, 2014 and 2013, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company's financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements.

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4. GOING CONCERN
12 Months Ended
Dec. 31, 2014
Going Concern  
GOING CONCERN

These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company's significant operating losses and a continued decline in asset values could raise substantial doubt about its ability to continue as a going concern in subsequent periods. Inherent in the Company's business are various risks and uncertainties, including its limited operating history, historical operating losses, dependence upon strategic alliances, and the historical success rate of oil and gas exploration as well as oil and gas prices. Management's plan is not to engage in exploration, but to acquire interests in current oil & gas Companies with production from well-established operators. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If unable to acquire Capital market investments, or structure financing, Management intends to finance operations by initially funding any company related expenses internally on an as-needed basis.  Furthermore, the settlement of assumed liabilities as a result of the acquisition and the required impairments of assets as the result of oil and gas prices declines would affect the solvency and continuation of the Company as a going concern.

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5. ACQUISITIONS & DIVESTURES
12 Months Ended
Dec. 31, 2014
Acquisitions Divestures  
ACQUISITIONS & DIVESTURES

On December 18, 2014 the Company completed acquisition of Nitro and other certain other minority well interest through the merger of Core Resource Holding Co., a Nevada corporation and wholly-owned subsidiary of the Company with and into Nitro, with Nitro surviving the merger and becoming a wholly owned subsidiary of the Company and each outstanding share of common stock of NITRO will be converted into the right to receive .0952 shares of common stock of Core, plus cash in lieu of any fractional shares. The total shares issued by the Company to Nitro shareholders were 707,737 shares.

 

The transaction has been accounted for using the acquisition method of accounting which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair values as of the acquisition date. The Company has not finalized the determination of the fair values of the assets acquired and liabilities assumed and, therefore, the provisional amounts set forth are subject to adjustment when the valuations are completed.

 

Net oil and gas property value for December 31, 2014 and 2013:

 

    December 31 2014     December 31 2013  
Acquisition Cost   $ 6,300,668     $ 1,881,472  
Less: Accumulated depletion     (1,051,954 )     (136,571 )
Total oil and gas properties net   $ 5,248,714     $ 1,744,901  

 

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6. NOTES PAYABLES
12 Months Ended
Dec. 31, 2014
Notes Payables  
NOTES PAYABLES

The company maintains certain convertible notes payable.  These notes have a beneficial conversion feature which recognizes added cost of the debt issuance as a result of potential conversion.

 

7% convertible notes

 

The Company raised $3,778,000 in senior convertible debentures (“The Note”) that matures in 2017 and 2018. The Note is convertible into shares of the Company’s common stock, at an initial conversion price of $3.00 per share. The Note accrues interest at a rate of 7.0% per annum, compounded quarterly, to be paid on each April 15, July 15, October 15, and January 15.

 

During April 2014, the Company issued conversion-subscription rights offering to the note holders for a short period. The offering modifies the conversion price from $3.00 per share to $2.00 per share. During this time period, holders of an aggregate of $3,033,000 in principal of the notes exercised their rights and the Company issued an aggregate of 1,543,529 shares of common stock to the note holders for the conversion of $3,033,000 of principal to common stock. After conversion, $745,000 of the principal amount of the convertible note remained outstanding. In connection with the modification and conversion of the Notes, the Company recorded a debt conversion inducement expense of $2,140,458, reflecting the cost of reducing the conversion price from $3.00 to $2.00 per share.

 

8% convertible notes

 

The Company raised $1,104,489 in senior convertible debentures (“The Note”) that matures in 2019. The Note is convertible into shares of the Company’s common stock, at an initial conversion price of $3.00 per share. The Note accrues interest at a rate of 8.0% per annum, compounded quarterly, to be paid on each April 15, July 15, October 15, and January 15.

 

KBM Worldwide, Inc. note

 

The Company entered into a convertible note agreement with KBM Worldwide, Inc. in the amount of $104,000 with a stated interest rate of 8% per annum. The note was settled after a technical default at the face value.

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7. DEBT CONVERSION EXPENSES
12 Months Ended
Dec. 31, 2014
Debt Conversion Expenses  
DEBT CONVERSION EXPENSES

As a result of the conversion of certain convertible note payable, the Company will recognize the remaining capitalized value of the beneficial conversion feature and other costs pertaining to the conversion of the debt into common equity.

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8. USE OF ESTIMATES
12 Months Ended
Dec. 31, 2014
Use Of Estimates  
USE OF ESTIMATES

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The oil and gas industry is subject, by its nature, to environmental hazards and clean-up costs.  At this time, the Company itself does not engage in exploration and knows of no substantial costs from environmental accidents or events for which the Company may be currently liable. In addition, the Company's oil and gas business makes it vulnerable to changes in prices of crude oil and natural gas. Such prices have been volatile in the past and can be expected to be volatile in the future.

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9. OIL AND GAS PROPERTIES
12 Months Ended
Dec. 31, 2014
Oil And Gas Properties  
OIL AND GAS PROPERTIES

The Company follows the full cost method of accounting for oil and gas operations whereby all costs of exploring for and developing oil and gas reserves are initially capitalized on an aggregate (one cost center) basis.  Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition and exploration activities.

 

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves.  Petroleum products and reserves are converted to a common unit of measure, using six (6) MCF of natural gas to one barrel of oil.

 

Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations.  These unevaluated properties are assessed annually to ascertain whether impairment has occurred.  When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

 

Future net cash flows from proved reserves using average monthly prices, non-escalated and net of future operating and development costs are discounted to present value and compared to the carrying value of oil and gas properties.

 

Proceeds from a sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the rate of depletion.

 

    2014     2013  
    Oil (Bbs)     Gas (Mcf)     Oil (Bbs)     Gas (Mcf)  
 Proved developed reserves                        
 Beginning of year     42,177       18,131       -       -  
 Revisions of previous estimates     (2,749 )     (4,449 )     -       -  
 Purchases of minerals in place     115,116       50,008       43,406       18,131  
 Production     (2,599 )     (453 )     (1,229 )     -  
 Sales of minerals in place     (494 )     -       -       -  
 End of year     151,451       63,237       42,177       18,131  
 Proved developed reserves                                
 Beginning of year      42,177       18,131       -       -  
 End of year     151,451       63,237       42,177       18,131  

 

Standardized measure of discounted future net cash flows at December 31, 2014 and 2013  
 Future cash flows   $ 14,194,696     $ 4,029,32  
 Future production costs     (4,404,987 )     (579,071 )
 Future development costs     -       -  
 Future income tax expenses     -       -  
 Future net cash flows     9,789,709       3,450,311  
 10% annual discount for estimate timing of cash flows     (4,540,985 )     (2,100,805 )
 Standardized measures of discontinued future cash flows relating to proved oil and gas reserves   $ 5,248,724     $ 1,349,506  

 

The following reconciles the change in the standardized measure of discounted Future net cash flow during 2014 and 2013  
Beginning of year   $ 1,349,506     $ -  
Sales of oil and gas produced, net of production cost     (162,590 )     -  
Net changes in prices and production costs     (71,056 )     -  
Accretion of discount     136,883       -  
Revisions of previous quantity estimates     (143,531 )     -  
Net change from purchases and sales of minerals     4,139,512       1,349,506  
End of year   $ 5,248,724     $ 1,349,506  

 

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10. ASSETS RETIREMENT OBLIGATION
12 Months Ended
Dec. 31, 2014
Assets Retirement Obligation  
ASSETS RETIREMENT OBLIGATION

The Company has adopted ASC Topic No. 410 Asset Retirement and Environmental Obligations (ASC 410), which requires that asset retirement obligations ("ARO") associated with the retirement of tangible long-lived assets, including natural gas and oil properties, be recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the assets. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted cash flows are accreted to the expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company's credit-adjusted risk-free interest rate. At December 31, 2014 and 2013, the Company’s asset retirement obligation liability was $75,366 and $1,254, respectively.

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11. REVENUE RECOGNITION
12 Months Ended
Dec. 31, 2014
Revenue Recognition [Abstract]  
REVENUE RECOGNITION

The Company recognizes oil and gas revenues for its ownership percentage of total production under the entitlement method, whereby the working interest owner records revenue based on its share of entitled production, regardless of whether the Company has taken its ownership share of such volumes. An over-produced owner would record the excess of the amount taken over its entitled share as a reduction in revenues and a payable while the under-produced owner records revenue and a receivable for the imbalance amount.

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12. BASIC AND DILUTED NET LOSS PER COMMON SHARE
12 Months Ended
Dec. 31, 2014
Basic And Diluted Net Loss Per Common Share  
BASIC AND DILUTED NET LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing the net loss available to common shareholders (the numerator) for the period by the weighted average number of common shares outstanding (the denominator) during the period. The computation of diluted earnings is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. For the periods ended December 31, 2014 and 2013, basic and fully diluted loss per share are the same since the calculation of diluted per share amounts would result in an anti-dilutive calculation.

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13. RECLASSIFICATIONS
12 Months Ended
Dec. 31, 2014
Reclassifications  
RECLASSIFICATIONS

Certain amounts in the consolidated financial statements have been reclassified from financial statements previously presented to conform to the presentation of the December 31, 2014 financial statements.

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14. INCOME TAX
12 Months Ended
Dec. 31, 2014
Income Tax  
INCOME TAX

The Company accounts for income taxes under the provisions of the ASC Topic No. 740 , Income Taxes (ASC 740) which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

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15. STOCK BASED COMPENSATION
12 Months Ended
Dec. 31, 2014
Stock Based Compensation  
STOCK BASED COMPENSATION

The Company accounts for stock-based employee compensation arrangements using the fair value method in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation (“ASC 718”).

 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees." Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable.

 

The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

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16. PROPERTY AND EQUIPMENT
12 Months Ended
Dec. 31, 2014
Property And Equipment  
PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives using the straight-line method. Leasehold improvements are amortized over the life of the respective lease or the service life of the improvements, whichever is shorter.

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17. PAYROLL OBLIGATIONS
12 Months Ended
Dec. 31, 2014
Payroll Obligations  
PAYROLL OBLIGATIONS

The Company generally does not accrue payroll obligations at an operational level and relies heavily on independent contractors and consultants.  Accordingly, no liability for payroll obligations, benefits and related expenses has been recorded in the accompanying consolidated financial statements. Management believes the effect of this policy is not material to the accompanying financial statements.

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18. IMPAIRMENT OF LONG-LIVED ASSETS
12 Months Ended
Dec. 31, 2014
Impairment Of Long-lived Assets  
IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Oil and gas properties accounted for using the full cost method of accounting; a method utilized by the Company; are excluded from this requirement but will continue to be subject to the ceiling test limitations as dictated by Statement of Financial Accounting Standards (SFAS) No. 144.  The Company has did not recognize an impairment of any long lived assets although such impairment maybe necessary once all of the acquired asset interest and other liabilities have been fully recognized and settled.

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19. CASH AND CASH EQUIVALENTS
12 Months Ended
Dec. 31, 2014
Cash and Cash Equivalents [Abstract]  
CASH AND CASH EQUIVALENTS

Cash consists of cash on deposit with high quality major financial institutions, and to date the Company has not experienced losses on any of its balances. The carrying amount approximates fair market value due to the liquidity of these deposits. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company is obligated to maintain all deposits in one financial institution. The Federal Deposit Insurance Corporation provides coverage for all accounts of up to $250,000. As of December 31, 2014 and 2013, none of the Company’s cash was in excess of federally insured limits.

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20. FAIR VALUE OF FINANCIAL INSTRUMENTS
12 Months Ended
Dec. 31, 2014
Fair Value Of Financial Instruments  
FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the reporting requirements of Accounting Standards Codification ("ASC") Topic No. 825, Financial Instruments, (ASC 825) the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the consolidated financial statements when the fair value is different than the carrying value of those financial instruments.

 

The estimated fair value of accounts payable and accrued liabilities and advances from shareholder approximate their carrying amounts due to the nature and short maturity of these instruments. The carrying values of the short-term convertible notes and note payable approximate their fair value since they bear market rates of interest and other terms.

 

The Company's financial instruments consist primarily of cash and cash equivalents, investments, accounts payable, certificate of deposits, and long-term debt.  The carrying values of cash and cash equivalents, investments, accounts payable, certificate of deposits, and long-term debt are representative of their fair values due to their short-term maturities.

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21. RECENT ACCOUNTING PRONOUNCEMENTS
12 Months Ended
Dec. 31, 2014
Recent Accounting Pronouncement  
RECENT ACCOUNTING PRONOUNCEMENTS

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

 

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

 

In May 2014, the Financial Accounting Standards Board issued accounting guidance on revenue recognition. The amended guidance will enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Improved disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. This guidance will be effective for fiscal 2017 and will be required to be applied retrospectively. We are currently assessing the impact that this guidance will have on our financial statements at this time.

 

In August 2014, the Financial Accounting Standards Board issued ASU No. 2014-15. This standard provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. This ASU is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2016, with early adoption permitted. The Company is evaluating the new guidance and plans to provide additional information about its expected impact at a future date.

 

In April 2015, the Financial Accounting Standards Board issued ASU No. 2015-03. This standard provides guidance on the balance sheet presentation for debt issuance costs and debt discounts and debt premiums. To simplify the presentation of debt issuance costs, this standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This ASU is effective for fiscal years beginning after December 15, 2015. The Company is evaluating the new guidance and plans to provide additional information about its expected impact at a future date.

 

The ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. Impairment analyses will be made of all assets using future cash flow analysis. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount.

 

The Company held investments in equity securities that are required to be measured at fair value on a recurring basis. The Company’s investments consist of common stock of publicly traded company for which market prices are readily available.

 

The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below.

 

  Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. Substantially all of our investments in equity securities are traded on an exchange in active markets and fair values are based on the closing prices as of the balance sheet date.

 

  Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Fair values of investments in fixed maturity securities and notes payable and other borrowings are primarily based on price evaluations which incorporate market prices for identical instruments in inactive markets and market data available for instruments with similar characteristics. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit rating, estimated duration and yields for other instruments of the issuer or entities in the same industry sector.

 

  Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and we may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities. Fair value measurements of non-exchange traded derivative contracts and certain other investments are based primarily on valuation models, discounted cash flow models or other valuation techniques that are believed to be used by market participants.

 

  There were no transfers between the three levels during the year ended December 31, 2014. The Changes in Level 3 assets measured at fair value for the year ended December 31, 2014 were: Oil & Gas Properties - $3,874,228
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22. INVESTMENTS IN CONVERTIBLE NOTES
12 Months Ended
Dec. 31, 2014
Investments In Convertible Notes  
INVESTMENTS IN CONVERTIBLE NOTES

In May 2013, the Company invested $175,000 in an unsecured convertible promissory note issued by Nitro Petroleum, Inc. The note bears interest at 9% and matured on June 30, 2016 with conversion price of $0.55 per share. As of December 31, 2013, the Company did not record any allowance for doubtful accounts. Interest payments received from this note will be recorded as interest income in the statement of operations. In 2014, this note was used as consideration to purchase oil and gas properties from Nitro Petroleum, Inc.

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23. INVESTMENTS IN EQUITY SECURITIES
12 Months Ended
Dec. 31, 2014
Investments In Equity Securities  
INVESTMENTS IN EQUITY SECURITIES

The Company’s investments in equity securities are classified as trading securities and as such are carried at fair value based on quoted market prices. Realized and unrealized gains and losses for trading securities are included as earnings in statements of operations. There were no equity securities as of December 31, 2014.

 

Investments in equity securities as of December 31, 2013:  $100.00

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24. COMMON STOCK
12 Months Ended
Dec. 31, 2014
CommonStockAbstract  
COMMON STOCK

There were 12,162,855 and 11,081,618 shares of common stock issued and outstanding as of December 31, 2014 and 2013, respectively.

 

In 2014 and 2013, the Company issued an aggregate of 22,312 and 40,000 common stock for past services to the Company. These shares were valued at $44,624 and $80,000, respectively.

 

In 2014, the Company repurchased an aggregate of 45,000 shares of common stock at $1 per share.

 

In 2014, the Company retired an aggregate of 635,000 shares of common stock, resulting in an increase of $362,150 in accumulated deficit and a decrease of $100,000 in common stock receivable. The shares remain as authorized stock; however, they are now considered unissued.

 

In 2014, the Company issued an aggregate of 1,543,529 shares of common stock in related to the conversion of $3,033,000 of convertible notes.

 

On August 20, 2014, the Company executed a put option agreement with 2 shareholders in which the Company is obligated to purchase 422,000 shares of common stock for the period of 18 months with a purchase price of the lesser of one dollar or fifty percent of the fair market value of the traded shares on the purchase date. Under the applicable accounting guidance, these option agreements were classified as a liability at its estimated fair value of $422,000.

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25. COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2014
Commitments And Contingencies  
COMMITMENTS AND CONTINGENCIES

The Company has an obligation under an operating lease agreement for rent of its office space in Phoenix, Arizona. The term of the lease is from 2012 through 2017. The average monthly base lease payment over the remaining term of the lease is $4,196.

 

As of December 31, 2014 and December 31, 2013, the officers of the Company advanced $102,000 and $20,000 to the Company, respectively.

 

In 2013, the Company guaranteed a personal loan to one of the officers of the Company. The Company pledges the certificate of deposit as collateral for this loan. On April 2014, the certificate of deposit has been released and the Company has been released from its position as loan guarantee for the officer.

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26. INCOME TAXES
12 Months Ended
Dec. 31, 2014
Income Tax  
INCOME TAXES

The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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27. RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

The former director of the Company is a managing director of Pegasus Funds, LLC (“Pegasus”). As of December 31, 2014, Pegasus owned approximately 789,000 common shares.

 

One of the shareholder advances funds for the Company’s operations. These advances have no formal agreement, no stated interest rate and due on demand. The amount due as of December 31, 2014 and December 31, 2013 was $2,000 and $20,000, respectively.

 

On December 2014, one of the shareholders entered into a secured promissory note with the Company for $100,000 as an advance to Company to fund operations. The note is payable 120 days from the issue date at par value with consideration of 200,000 of Company common stock.  The note is governed by the jurisdictional laws of Arizona.

 

The Company advances funds to a former executive of the Company. These advances have a mutual repayment agreement in which the Company is to be reimbursed over a six month period. The amount receivable as of December 31, 2014 was $41,568.

 

The Company guaranteed a personal loan to W. Brown Glenn, Jr., former executive of the Company. The Company pledged the certificate of deposit as collateral guarantee for this loan. These actions taken by the Company were improperly made by Mr. Glenn without approval of the board of directors of the Company. On April 2014, the certificate of deposit was released and the Company has been released from its position as loan guarantor for Mr. Glenn.

 

On or about August 21, 2013, Mr. Glenn wired approximately $460,000 of the Company's funds to a law firm in Minnesota to settle a judgment which had been entered against Pegasus in a matter completely unrelated to the Company. In his instructions to the Company's bank, Mr. Brown indicated the wire was for a transaction with Nacona Production Company and caused the Company to file its Form 10-K reflecting that the wire was a deposit against a pending asset acquisition, all of which was not true. The Company has been aggressively pursuing its claims against Pegasus and its members, including Mr. Brown. The Company has settled its claims against Pegasus and all its members, except Mr. Brown. The Company is currently in settlement discussions with Mr. Brown, but should such discussions not result in a satisfactory settlement, the Company intends to aggressively pursue all of its legal remedies against Mr. Brown. On September 15, 2014, the Company entered into a settlement agreement with Pegasus and its members except for Mr. Brown, the principal terms of which included the forgiveness by Pegasus of the balance of the promissory note ($100,000 amount due as of September 30, 2014), surrender of 350,000 shares of the Company’s common stock to the Company, and placement of a lockup on most of the remaining shares of the Company’s common stock owned Pegasus and the other settling parties. Neither Pegasus nor any of its members, including Mr. Brown, has any further relationship with Company in any form.

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28. LONG-TERM DEBT
12 Months Ended
Dec. 31, 2014
Long-term Debt, Unclassified [Abstract]  
LONG-TERM DEBT

In 2014 Mr. Miller entered into a debenture transaction with the Company with the face value of $250,000.  These Debentures are of the same class offered to investors (Senior Unsecured Debentures).  Each yields an annual return on investment of 8% per annum, with a five year maturity.

 

During the fiscal year of 2014, Director Mr. Alexander Campbell entered into four separate debenture transactions with the Company for a total of $700,000.  These Debentures are of the same class offered to investors (Senior Unsecured Debentures).  Each yields an annual return on investment of 8% per annum, with a five year maturity.

v3.3.1.900
29. NATURAL GAS AND OIL EXPLORATION RISK
12 Months Ended
Dec. 31, 2014
Natural Gas And Oil Exploration Risk  
NATURAL GAS AND OIL EXPLORATION RISK

Exploration Risk

 

The Company's future financial condition and results of operations will depend upon prices received for its natural gas and oil production and the cost of finding, acquiring, developing and producing reserves. Substantially all of its production is sold under various terms and arrangements at prevailing market prices. Prices for natural gas and oil are subject to fluctuations in response to changes in supply, market uncertainty and a variety of other factors beyond its control. Other factors that have a direct bearing on the Company's prospects are uncertainties inherent in estimating natural gas and oil reserves and future hydrocarbon production and cash flows, particularly with respect to wells that have not been fully tested and with wells having limited production histories; access to additional capital; changes in the price of natural gas and oil; availability and cost of services and equipment; and the presence of competitors with greater financial resources and capacity.

 

Distribution Risk

 

The Company is dependent on the operator to market any oil production from its wells and any subsequent production which may be received from other wells.  It relies on the operator's ability and expertise in the industry to successfully market the same. Prices at which the operator sells gas/oil both in intrastate and interstate commerce, will be subject to the availability of pipelines, demand and other factors beyond the control of the operator. The Company and the operator believe any oil produced can be readily sold to a number of buyers.

v3.3.1.900
30. STOCK OPTIONS/STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2014
Stock Optionsstock-based Compensation  
STOCK OPTIONS/STOCK-BASED COMPENSATION

The Company approved a non-qualified stock option plan in November 2013 to provide directors, officers and employees.  This plan allows for 40,000 shares of common stock per grant to be reserved for issuance. The options are non-qualified stock options and are valued at the fair market value of the stock on the date of grant. The options expire five years after the date of grant.

 

The Company accounts for stock-based compensation under the provisions of FASB ASC 718-10-55. This statement requires the Company to record an expense associated with the fair value of stock-based compensation. The Company uses the Black- Scholes option valuation model to calculate stock-based compensation at the date of grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. The Company used the simplified method to determine the expected term of the options due to the lack of sufficient historical data. Changes in these assumptions can materially affect the fair value estimate.   As of December 31, 2014, there was $59,994 of unrecognized compensation expenses related to the non-vested stock grant.

 

    Shares    

Weighted-Average

Exercise Price

   

Remaining

Contractual Term

(in Years)

 
Outstanding at December 31, 2013     160,000       2.00       5.00  
Granted     -       -       -  
Exercised     -       -       -  
Forfeited     (120,000 )     2.00       5.00  
Outstanding at December 31, 2014     40,000       2.00       4.00  
Exercisable at December 31, 2014     8,000       2.00       4.00  

 

The weighted average fair value at date of grant for options year ended December 31, 2014 was estimated using the Black-Scholes option valuation model with the following inputs:

 

Average expected life in years     5.00  
Average risk-free interest rate     2 %
Average volatility     33.3 %
Dividend yield     0 %

 

A summary of the status of the Company’s vested and non-vested option grants at December 31, 2014 and the weighted average grant date fair value is presented below:

 

    Shares    

Weighted-Average

Grant Date Fair Value per Share

    Weighted-Average Grant Date Fair Value  
Non-vested at December 31, 2013     160,000       1.87       299,200  
Granted     -       -       -  
Vested     (8,000 )     1.87       (14,960 )
Forfeited     (120,000 )     1.87       (224,400 )
Non-vested at December 31, 2014     32,000       1.87       59,840  
Vested at December 31, 2014     8,000       1.87       14,960  

 

v3.3.1.900
31. ASSET RETIREMENT OBLIGATIONS
12 Months Ended
Dec. 31, 2014
AssetRetirementObligationsAbstract  
ASSET RETIREMENT OBLIGATIONS

The total future asset retirement obligation is estimated by management based on the Company’s net working interests in all wells and facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future periods. At December 31, 2014 and 2013, the Company estimated the undiscounted cash flows related to asset retirement obligation to total approximately $171,697. The fair value of the liability at December 31, 2014 and 2013 is estimated to be $76,620 and $1,254, respectively, using risk free rates of 7 percent and inflation rates of 2.4 percent. The actual costs to settle the obligation are expected to occur in approximately 15 to 60 years.

 

Changes to the asset retirement obligation were as follows:

 

    December 31 2014     December 31 2013  
Balance, beginning of year   $ 1,254     $ -  
Liabilities incurred     75,439       1,203  
Change in estimate     (73 )     -  
Disposal     (194 )     -  
Accretion exepense     194       51  
Balance, end of year   $ 76,620     $ 1,254  

 

v3.3.1.900
32. SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Subsequent to year end, one of the shareholders executed two debentures with each yields an annual return on investment of 8% per annum, with a five year maturity.  The two debentures have a total face value amount of $400,000.  In addition, on June 8, 2015, this shareholder pledged $34,666 in the form of a Secured Promissory Note to retire a Company debt.  KBM Worldwide was the counterparty and received the funds in exchange for debt payoff.

 

Subsequent to year end, one of the shareholders pledged $34,000 in the form of a Secured Promissory Note to retire a Company debt.  KBM Worldwide was the counterparty and received the funds in exchange for debt payoff.

 

Subsequent to year end, one of the shareholders pledged $35,334 in the form of a Secured Promissory Note to retire a Company debt.  KBM Worldwide was the counterparty and received the funds in exchange for debt payoff.

 

Subsequent to year end, KBM Worldwide Note was paid off.

 

Subsequent to year end, the Company entered into a warrant agreement with one of the shareholder in which the shareholder is entitled to purchase from the Company 200,000 shares at exercise price of $.10

 

Subsequent to year end, the Company issued 2,141,731 shares of common stock.

 

Subsequent to year end, the Company restated, through renewal, its consulting agreement with Goldman Advisers, LLC.

 

Subsequent to year end, the Company revised the Purchase Sale Agreement (“PSA”) with White Stone Resources and Royal Petroleum.  The agreement between the two Companies allowed for cash consideration due in lieu of the PSA to be paid via Company common stock (OTQB: CRMI).  Issuance of 800,000 additional shares were made to fully retired all amounts due to White Stone, Royal and all related parties for the acquisition of such assets.

v3.3.1.900
5. ACQUISITIONS & DIVESTURES (Tables)
12 Months Ended
Dec. 31, 2014
Acquisitions Divestures Tables  
Net Oil and Gas Property Value
    December 31 2014     December 31 2013  
Acquisition Cost   $ 6,300,668     $ 1,881,472  
Less: Accumulated depletion     (1,051,954 )     (136,571 )
Total oil and gas properties net   $ 5,248,714     $ 1,744,901  
v3.3.1.900
9. OIL AND GAS PROPERTIES (Tables)
12 Months Ended
Dec. 31, 2014
Oil And Gas Properties Tables  
Oil and gas properties
    2014     2013  
    Oil (Bbs)     Gas (Mcf)     Oil (Bbs)     Gas (Mcf)  
 Proved developed reserves                        
 Begining of year     42,177       18,131       -       -  
 Revisions of previous estimates     (2,749 )     (4,449 )     -       -  
 Purchases of minerals in place     115,116       50,008       43,406       18,131  
 Production     (2,599 )     (453 )     (1,229 )     -  
 Sales of minerals in place     (494 )     -       -       -  
 End of year     151,451       63,237       42,177       18,131  
 Proved developed reserves                                
 Beginning of year      42,177       18,131       -       -  
 End of year     151,451       63,237       42,177       18,131  
Standardized measure of discounted future net cash flows
Standarized measure of disconted future net cash flows at December 31, 2014 and 2013  
 Future cash flows   $ 14,194,696     $ 4,029,32  
 Future production costs     (4,404,987 )     (579,071 )
 Future development costs     -       -  
 Future income tax expenses     -       -  
 Future net cash flows     9,789,709       3,450,311  
 10% annual discount for estimate timing of cash flows     (4,540,985 )     (2,100,805 )
 Standardized measures of discontinued future cash flows relating to proved oil and gas reserves   $ 5,248,724     $ 1,349,506  
Reconciliation of changes in the standardized measure of discounted future net cash flow
The following reconciles the change in the standardized measure of discounted Future net cash flow during 2014 and 2013  
Beginning of year   $ 1,349,506     $ -  
Sales of oil and gas produced, net of production cost     (162,590 )     -  
Net changes in prices and production costs     (71,056 )     -  
Accretion of discount     136,883       -  
Revsions of previous quantity estimates     (143,531 )     -  
Net change from purchases and sales of minerals     4,139,512       1,349,506  
End of year   $ 5,248,724     $ 1,349,506  
v3.3.1.900
30. STOCK OPTIONS/STOCK-BASED COMPENSATION (Tables)
12 Months Ended
Dec. 31, 2014
Stock Optionsstock-based Compensation Tables  
Stock option activity
    Shares    

Weighted-Average

Exercise Price

   

Remaining

Contractual Term

(in Years)

 
Outstanding at December 31, 2013     160,000       2.00       5.00  
Granted     -       -       -  
Exercised     -       -       -  
Forfeited     (120,000 )     2.00       5.00  
Outstanding at December 31, 2014     40,000       2.00       4.00  
Exercisable at December 31, 2014     8,000       2.00       4.00  
Assumptions were used to estimate the fair value of options
Average expected life in years     5.00  
Average risk-free interest rate     2 %
Average volatility     33.3 %
Dividend yield     0 %
Unvested option activity
    Shares    

Weighted-Average

Grant Date Fair Value per Share

    Weighted-Average Grant Date Fair Value  
Non-vested at December 31, 2013     160,000       1.87       299,200  
Granted     -       -       -  
Vested     (8,000 )     1.87       (14,960 )
Forfeited     (120,000 )     1.87       (224,400 )
Non-vested at December 31, 2014     32,000       1.87       59,840  
Vested at December 31, 2014     8,000       1.87       14,960  
v3.3.1.900
31. ASSET RETIREMENT OBLIGATIONS (Tables)
12 Months Ended
Dec. 31, 2014
Asset Retirement Obligations Tables  
Changes to the Asset Retirement Obligation
    December 31 2014     December 31 2013  
Balance, beginning of year   $ 1,254     $ -  
Liabilities incurred     75,439       1,203  
Change in estimate     (73 )     -  
Disposal     (194 )     -  
Accretion exepense     194       51  
Balance, end of year   $ 76,620     $ 1,254  
v3.3.1.900
5. ACQUISITIONS & DIVESTURES (Details) - USD ($)
Dec. 31, 2014
Dec. 31, 2013
Acquisitions Divestures Details    
Acquisition Cost $ 6,300,668 $ 1,881,472
Less: Accumulated depletion (1,051,954) (136,571)
Total oil and gas properties net $ 5,248,714 $ 1,744,901
v3.3.1.900
9. OIL AND GAS PROPERTIES (Details)
Dec. 31, 2014
Barrel
Mcf
Dec. 31, 2013
Barrel
Mcf
Oil (Bbs)    
Proved developed reserves    
Beginning of year | Barrel 42,177 0
Revisions of previous estimates | Barrel (2,749) 0
Purchases of minerals in place | Barrel 115,116 43,406
Production | Barrel (2,599) (1,229)
Sales of minerals in place | Barrel (494) 0
End of year | Barrel 151,451 42,177
Gasl (Mcf)    
Proved developed reserves    
Beginning of year | Mcf 18,131 0
Revisions of previous estimates | Mcf (4,449) 0
Purchases of minerals in place | Mcf 50,008 18,131
Production | Mcf (453) 0
Sales of minerals in place | Mcf 0 0
End of year | Mcf 63,237 18,131
v3.3.1.900
9. OIL AND GAS PROPERTIES (Details 1) - USD ($)
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Oil And Gas Properties Details 1      
Future cash flows $ 14,194,696 $ 402,932  
Future production costs (4,404,987) (579,071)  
Future development costs 0 0  
Future income tax expenses 0 0  
Future net cash flows 9,789,709 3,450,311  
10% annual discount for estimate timing of cash flows (4,540,985) (2,100,805)  
Standardized measures of discontinued future cash flows relating to proved oil and gas reserves $ 5,248,724 $ 1,349,506 $ 0
v3.3.1.900
9. OIL AND GAS PROPERTIES (Details 2) - USD ($)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Oil And Gas Properties Details 2    
Beginning of year $ 1,349,506 $ 0
Sales of oil and gas produced, net of production cost (162,590) 0
Net changes in prices and production costs (71,056) 0
Accretion of discount 136,883 0
Revsions of previous quantity estimates (143,531) 0
Net change from purchases and sales of minerals 4,139,512 1,349,506
End of year $ 5,248,724 $ 1,349,506
v3.3.1.900
24. COMMON STOCK (Details Narative) - shares
Dec. 31, 2014
Dec. 31, 2013
Common Stock Details Narative    
Common stock, shares issued 12,162,855 11,081,618
Common stock, shares outstanding 12,162,855 11,081,618
v3.3.1.900
25. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Commitments And Contingencies Details Narrative    
Advance from officers $ 102,000 $ 20,000
v3.3.1.900
27. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
Dec. 31, 2014
Dec. 31, 2013
Shareholder    
Amount due to related party $ 2,000 $ 20,000
Former Executive    
Amount due from related party $ 41,568  
v3.3.1.900
30. STOCK OPTIONS/STOCK-BASED COMPENSATION (Details)
12 Months Ended
Dec. 31, 2014
$ / shares
shares
Stock Optionsstock-based Compensation Details  
Outstanding shares at December 31, 2013 | shares 160,000
Shares Granted | shares 0
Shares Exercised | shares 0
Shares Forfeited | shares (120,000)
Outstanding shares at December 31, 2014 | shares 40,000
Exercisable shares at December 31, 2014 | shares 8,000
Outstanding beginning, Weighted-Average Exercise Price at December 31, 2013 | $ / shares $ 2.00
Options granted, Weighted-Average Exercise Price | $ / shares 0.00
Options exercised, Weighted-Average Exercise Price | $ / shares 0.00
Options forfeited, Weighted-Average Exercise Price | $ / shares 2.00
Outstanding, ending, Weighted-Average Exercise Price at December 31, 2014 | $ / shares 2.00
Weighted-Average Exercise Price Exercisable at December 31, 2014 | $ / shares $ 2.00
Outstanding remaining contractual life (in years) at December 31, 2013 5 years
Granted remaining contractual life (in years) 0 years
Exercised remaining contractual life (in years) 0 years
Forfeited remaining contractual life (in years) 5 years
Outstanding remaining contractual life (in years) at December 31, 2014 4 years
Exercisable remaining contractual life (in years) at December 31, 2014 4 years
v3.3.1.900
30. STOCK OPTIONS/STOCK-BASED COMPENSATION (Details 1)
12 Months Ended
Dec. 31, 2014
Stock Optionsstock-based Compensation Details 1  
Average expected life in years 5 years
Average risk-free interest rate 2.00%
Average volatility 33.30%
Dividend yield 0.00%
v3.3.1.900
30. STOCK OPTIONS/STOCK-BASED COMPENSATION (Details 2)
12 Months Ended
Dec. 31, 2014
USD ($)
$ / shares
shares
Stock Optionsstock-based Compensation Details 2  
Outstanding Non-vested shares at December 31, 2013 | shares 160,000
Shares Granted | shares 0
Shares Vested | shares (8,000)
Shares Forfeited | shares (120,000)
Outstanding Non-vested shares at December 31, 2014 | shares 32,000
Vested shares at December 31, 2014 | shares 8,000
Outstanding, Weighted-Average Exercise Price Non-vested at December 31, 2013 | $ / shares $ 1.87
Weighted-Average Exercise Price Granted | $ / shares 0.00
Weighted-Average Exercise Price Vested | $ / shares 1.87
Weighted-Average Exercise Price Forfeited | $ / shares 1.87
Outstanding, Weighted-Average Exercise Price Non-vested at December 31, 2014 | $ / shares 1.87
Weighted-Average Exercise Price Vested at December 31, 2014 | $ / shares $ 1.87
Outstanding Weighted-Average Grant Date Fair Value Non-vested at December 31, 2013 | $ $ 299,200
Weighted-Average Grant Date Fair Value Granted | $ 0
Weighted-Average Grant Date Fair Value Vested | $ (14,960)
Weighted-Average Grant Date Fair Value Forfeited | $ (224,400)
Oustanding Weighted-Average Grant Date Fair Value Non-vested at December 31, 2014 | $ 59,840
Weighted-Average Grant Date Fair Value Vested at December 31, 2014 | $ $ 14,960
v3.3.1.900
31. ASSET RETIREMENT OBLIGATIONS (Details) - USD ($)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Asset Retirement Obligations Details    
Balance, beginning of year $ 1,254 $ 0
Liabilities incurred 75,439 1,203
Change in estimate (73) 0
Disposal (194) 0
Accretion exepense 194 51
Balance, end of year $ 76,620 $ 1,254
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