VIRTUS OIL & GAS CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01 Entry Into a Material Definitive Contract.
On August 1, 2013, Virtus Oil and Gas Corp., a Nevada corporation (the
"Company"), entered into an engagement letter with Clear Financial Solutions,
Inc., a Texas corporation ("Clear Financial"). On December 5, 2013, the Company
and Clear Financial entered into Amendment No.1 to Engagement Letter. The
engagement letter and the amendment (collectively, the "Engagement Letter") are
attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.
Under the Engagement Letter, Clear Financial will provide certain financial
consulting services to the Company and Mr. Steven M. Plumb, founder and
President of Clear Financial, will serve as the Chief Financial Officer of the
Company. Clear Financial will, among other things, prepare and review the
Company's financial statements, oversee internal accounting controls and provide
advice on generally accepted accounting principles. In addition, Mr. Plumb will
execute the certifications required by Form 10-K and Form 10-Q pursuant to the
requirements of the Securities Exchange Act of 1934 and Section 302 of the
Sarbanes-Oxley Act of 2002. As compensation for the services provided, the
Company will pay Clear Financial a fee of $4,500 per month and has agreed to
issue up to 1,000,000 shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), to Mr. Plumb. The Engagement Letter has an initial
term of one year and will automatically renew for successive one-year periods
until terminated by either party upon 60 days' written notice prior to the end
of the then current term.
The Engagement Letter further provides that Clear Financial may from time to
time bring oil and gas investment opportunities to the Company's attention.
Pursuant to the Engagement Letter, the Company will assign a 1% carried interest
to each of Mr. Plumb and/or Mr. Jerry Walters, a principal of Clear Financial,
with respect to each oil and gas investment opportunity that Messrs. Plumb
and/or Walters bring to the Company's attention and in which the Company
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the execution of the Engagement Letter, the Company has
appointed Mr. Plumb to serve as its Chief Financial Officer. As indicated in
Item 1.01 above, the Company will pay Clear Financial a fee of $4,500 per month
for Mr. Plumb's services. In addition, Mr. Plumb will receive 1,000,000 shares
of the Company's Common Stock in two installments of 500,000 shares on December
5, 2013 and December 5, 2014. The remainder of the material terms of the
Engagement Letter are set forth in Item 1.01 of this Current Report on Form 8-K
and are incorporated into this Item by reference.
Mr. Plumb, age 54, is a certified public accountant licensed in the State of
Texas. Mr. Plumb is the President of Clear Financial, an accounting and
consulting firm based in Houston, Texas. Mr. Plumb has over 25 years of
experience in accounting, operations, finance and marketing. Prior to forming
Clear Financial in 2001, Mr. Plumb was the Chief Financial Officer of ADVENTRX
Pharmaceuticals Inc. He also held various roles with the "Big 4" accounting
firms and was the Chief Financial Officer for DePelchin Children's Center, a
Houston-based nonprofit organization that offers mental health, foster care and
adoption services in Texas. Mr. Plumb earned his Bachelor's Degree in Business
Administration in Accounting from the University of Texas at Austin in 1981.
There is no family relationship between Mr. Plumb and any director or executive
officer of the Company, and there is no transaction between Mr. Plumb and the
Company that would require disclosure under Item 404(a) of Regulation S-K.
On December 5, 2013, the Company entered into an Employment Agreement with
Daniel M. Ferris regarding his position as President and Chief Executive Officer
of the Company. Mr. Ferris will be paid a base salary of $120,000 per year. Mr.
Ferris will also be entitled to receive up to 1,500,000 shares of Common Stock
to be issued in increments of 500,000 shares on December 5 in 2014, 2015 and
2016. The Employment Agreement has an initial term of three years and will
automatically renew for successive one-year periods until earlier terminated.
The Employment Agreement may be terminated (i) at any time by the Company for
"cause", (ii) upon 90 days' written notice by either party for any reason, or
(iii) upon 30 days' written notice by either party at the end of any term. The
Employment Agreement also terminates immediately upon Mr. Ferris' death or
If Mr. Ferris' employment is terminated for "cause" by the Company, or if he
voluntarily resigns, then he will forfeit any shares of Common Stock that have
not yet been issued by the Company as of the date of such termination or
resignation. If Mr. Ferris' employment is terminated for any other reason, he
will be entitled to receive the full 1,500,000 shares of Common Stock. The
Employment Agreement defines "cause" as the willful and continued failure by Mr.
Ferris to perform his duties, the conviction of a felony, or any other material
conduct that is contrary to the best interests of the Company or adversely
affects the reputation of the Company. The Employment Agreement is attached as
Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by
Item 9.01 Financial Statements and Exhibits.
10.1 Engagement Letter dated August 1, 2013 between Clear Financial Solutions,
Inc. and Virtus Oil and Gas Corp.
10.2 Amendment No. 1 to Engagement Letter dated as of December 5, 2013 between
Clear Financial Solutions, Inc. and Virtus Oil and Gas Corp.
10.3 Employment Agreement dated as of December 5, 2013 by and between Virtus Oil
and Gas Corp. and Daniel M. Ferris
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