SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 2, 2014
(Date of earliest event reported)
Legend Oil and Gas, Ltd.
(Exact Name of Registrant as Specified in Charter)
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Colorado
(State or Other Jurisdiction of Incorporation)
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000-49752
(Commission File Number)
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84-1570556
(IRS Employer Identification No.)
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555 Northpoint Center East, Suite 400
Alpharetta, GA
(Address of Principal Executive Offices)
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30022
Zip Code
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(678) 366-4400
(Registrant’s telephone number, including area code)
1218 Third Avenue, Suite 505
Seattle, WA 98101
(Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On July 2, 2014, Legend Oil and Gas Ltd. (the “Company”) received the resignation of James Vandeberg, from the positions of the Company's non-employee Chief Financial Officer (“CFO”), Secretary and Director, effective immediately. Mr. Vandeberg’s resignation as CFO does not arise from any disagreement on any matter relating to the Company’s operations, policies or practices, nor regarding the general direction of the Company.
In connection with his resignation, Mr. Vandeberg will retain his shares of common stock in the Company. Further, Mr. Vandeberg will not receive any severance nor additional common shares or other securities in the Company.
On July 2, 2014, the Company announced the appointment of Warren S. Binderman, 50, as the Company's non-employee Executive Vice President, CFO and Principal Accounting Officer, commencing on July 3, 2014. Prior to assuming this position with the Company, since 2007, Mr. Binderman serves and has served as the President and Managing Director of Binderman Group, LLC, a multi-faceted public accounting and consulting firm. Prior to establishing Binderman Group, LLC, Mr. Binderman was a Partner with UHY, LLP and Managing Director for UHY Advisors Mid-Atlantic, Inc., an owner of SPS Consulting, LLC, a boutique consulting firm in Bethesda, Maryland, and an Audit Manager in the Mid-Atlantic practice for Arthur Andersen, LLP from 1990 through 1999. In 1990, Mr. Binderman received a B.S. in Business and Management, with a concentration in Accounting, from the University of Maryland, magna cum laude. He is a licensed CPA in Georgia and Maryland and a member of the AICPA.
The material terms of Mr. Binderman's agreement with the Company are as follows:
· Mr. Binderman, through Binderman Group, LLC, will be paid a monthly cash fee of $6,000.
· Mr. Binderman will receive a stock grant equivalent to or options to purchase an amount equal to 7,500,000 shares of the Company’s common stock, exercised at his option, at a price per share at the market closing price on July 2, 2014.
· If Mr. Binderman’s services are terminated by the Company without cause, he will receive a final payment of $15,000, in addition to his monthly fees accrued as of that date.
It is expected that Mr. Binderman will enter into a consulting agreement with the Company setting forth these and other terms of his role as Executive Vice President and Chief Financial Officer.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
July 3, 2014
LEGEND OIL AND GAS LTD.
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By:
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/s/ Marshall Diamond-Goldberg
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Marshall Diamond-Goldberg, CEO
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Exhibit 99.1
Legend Oil & Gas, Ltd. Announces New Chief Financial Officer
July 7, 2014
Legend Oil and Gas, Ltd. is pleased to announce the appointment of Warren S. Binderman, CPA, as its Executive Vice President, Chief Financial Officer, and Principal Accounting Officer.
Mr. Binderman, 50, has over 25 years accounting, finance and business experience to add value to Legend. He has worked for National firms (Big 4 and Top 20) as both an auditor and transaction services/due diligence Director and audit Partner. Concurrent with his position at Legend, Mr. Binderman runs Binderman Group, LLC, a boutique accounting, auditing and consulting firm.
He graduated with a B.S. in Business and Management, concentrating in accounting, from the University of Maryland, magna cum laude, in 1990. He is a CPA in Georgia and Maryland, and is a member of the American Institute of CPAs, and has been since 1991.
"Warren has deep strength in technical accounting and finance, as well as audit methodologies. His strength in developing, enhancing and remediating our Company's system of internal control over financial reporting, segregation of duties and budget control will raise our level of corporate competencies," states Marshall Diamond-Goldberg, Legend’s CEO.
Andrew Reckles, Chief Restructuring Officer indicated that the "revised strategic initiatives the Company now has in place due to the Hillair capital infusion require a level of corporate responsibility and competence the Company has not had to deal with previously." Reckles noted that "we are attempting to build a world-class team of professionals at Legend due to the more process complexities, the significant level of new wells being drilled, as well as other complex transactions we plan to consummate. Warren is the ideal executive and teammate to maintain the appropriate accounting and controls for Legend, so that Marshall and myself can principally focus on the growing operational side of the business."
Both Reckles and Diamond-Goldberg are excited about the action plan going forward, and "welcome Warren to our team. We are both excited about the near and long-term prospects of the Company," said Reckles.
Notice Regarding Forward-Looking Statements
This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development, costs and results of our exploration program at our properties and any anticipated production. Actual results could differ from those projected in any forward-looking statements due to numerous factors including, among others, the inherent uncertainties associated with petroleum exploration and development stage exploration companies. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate.
Cautionary Note to U.S. Investors -- The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. We use certain terms in this press release, such as "probable," "possible," "recoverable" or "potential" reserves among others, that the SEC's guidelines strictly prohibit us from including in filings with the SEC. Investors are urged to consider closely the disclosure in our Annual Report on Form 10-K and our other filings with the SEC at www.sec.gov or from us at New Western Energy Corp., 1140 Spectrum, Irvine, CA 92618.
Contact:
Andrew Reckles
(678) 366-4400
andy@northpointep.com
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