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We are also filing this Amendment
No. 1 on Form 10-K/A to amend the Form 10-K to (a) reflect clerical changes in the description of a subsequent event that was
inadvertently omitted and (b) remove extraneous exhibits that were inadvertently included in Item 15.
Pursuant to Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section
302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
The
following table sets forth the names, positions and ages of our directors and executive officers. Our directors were elected by the majority
written consent of our stockholders in lieu of a meeting. Our directors are typically elected at each annual meeting and serve for one
year and until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are
at the discretion of our board.
Name of
Director |
|
Age |
|
Director
Since |
Stanton E. Ross |
|
60 |
|
March 1992 |
Daniel F. Hutchins |
|
66 |
|
December 2007 |
Leroy C. Richie |
|
80 |
|
June 1999 |
Stanton
E. Ross. From March 1992 to June 2005, Mr. Ross was AMGAS’s Chairman
and President and served as an officer and director of each of its subsidiaries. He resigned all of these positions with AMGAS
in June 2005, except Chairman, but was reappointed as AMGAS’s President in
October 2006. Mr. Ross has served as Chairman, President and Chief Executive Officer of Digital Ally, Inc. (“Digital”) since
September 2005. Digital is a publicly held company whose common stock is traded on the Nasdaq Capital Market under the symbol DGLY. From
1991 until March 1992, he founded and served as President of Midwest Financial, a financial services corporation involved in mergers,
acquisitions and financing for corporations in the Midwest. From 1990 to 1991, Mr. Ross was employed by Duggan Securities, Inc., an investment
banking firm in Overland Park, Kansas, where he primarily worked in corporate finance. From 1989 to 1990, he was employed by Stifel,
Nicolaus & Co., a member of the New York Stock Exchange, where he was an investment executive. From 1987 to 1989, Mr. Ross was self-employed
as a business consultant. From 1985 to 1987, Mr. Ross was President and founder of Kansas Microwave, Inc., which developed a radar detector
product. From 1981 to 1985, he was employed by Birdview Satellite Communications, Inc., which manufactured and marketed home satellite
television systems, initially as a salesman and later as National Sales Manager. Mr. Ross allocates his time between Digital and the
Company as he deems necessary to discharge his fiduciary duties to each of them. Mr. Ross served on the board of directors of Studio
One Media, Inc., a publicly held company, from January 2013 to March 2013. Mr. Ross holds no public company directorships other than
with Digital and AMGAS currently and has not held any others during the previous five years.
The Company believes that Mr. Ross’s broad entrepreneurial, financial and business experience and his experience with micro-cap
public companies and role as Chairman, President and CEO gives him the qualifications and skills to serve as a director.
Daniel
F. Hutchins. Mr. Hutchins was elected to serve as a Director of AMGAS and was also
appointed to serve as Chief Financial Officer of AMGAS effective as of August 13, 2007.
Mr. Hutchins was elected as a Director of Digital in December 2007, serves as Chairman of its Audit Committee and is its financial expert.
He is also a member of Digital’s Nominating and Governance Committee. Mr. Hutchins, a Certified Public Accountant, was a Principal
with the accounting firm of Hutchins & Haake, LLC until his retirement on July 1, 2021. He was previously a member of the Advisory
Board of Digital. Mr. Hutchins has served as an instructor for the Becker CPA exam with the Keller Graduate School of Management and
has over 18 years of teaching experience preparing CPA candidates for the CPA exam. He has over 30 years of public accounting experience,
including five years with Deloitte & Touche, LLP. He holds no other public directorships and has not held any others during the previous
five years. He has served on the boards of various non-profit groups and is a member of the American Institute of Certified Public Accountants.
Mr. Hutchins earned his Bachelor of Business Administration degree in Accounting at Washburn University in Topeka, Kansas. The Company
believes that Mr. Hutchins’ significant experience in finance and accounting gives him the qualifications to serve as a director.
Leroy
C. Richie. Mr. Richie has been a director of AMGAS since June 1, 1999. Since 2005,
Mr. Richie has served as the lead outside director of Digital and currently serves as a member of Digital’s Audit Committee and
is the Chairman of its Nominating and Governance and Compensation Committees. Additionally, until 2017, Mr. Richie served as a member
of the boards of directors of Columbia Mutual Funds, (or mutual fund companies acquired by or merged with Columbia Mutual Funds), a family
of investment companies managed by Ameriprise Financial, Inc. From 2004 to 2015, he was of counsel to the Detroit law firm of Lewis &
Munday, P.C. He holds no other public directorships and has not held any others during the previous five years, except for OGE Energy
Corp. (2007-2014) and Kerr-McGee Corporation (1998-2005). Mr. Richie served as Vice-Chairman of the Board of Trustees and Chairman of
the Compensation Committee for the Henry Ford Health System, in Detroit until retirement in December 2020. Mr. Richie was formerly Vice
President of Chrysler Corporation and General Counsel for automotive legal affairs, where he directed all legal affairs for its automotive
operations from 1986 until his retirement in 1997. Before joining Chrysler, he was an associate with the New York law firm of White &
Case (1973-1978), and served as director of the New York office of the Federal Trade Commission (1978-1983). Mr. Richie received a B.A.
from City College of New York, where he was valedictorian, and a J.D. from the New York University School of Law, where he was awarded
an Arthur Garfield Hays Civil Liberties Fellowship. The Company believes that Mr. Richie’s extensive experience as a lawyer and
as an officer or director of public companies gives him the qualifications and skills to serve as a Director.
Family
Relationships
There
is no family relationship between any of our directors, director nominees and executive officers.
Board
of Directors and Committee Meetings
Our
Board held one meeting during the fiscal year ended December 31, 2021. Our directors attended all the meetings of the Board. Our directors
are expected, absent exceptional circumstances, to attend all Board meetings.
Committees
of the Board
We
do not have Audit, Compensation or Nominating and Governance Committees. Our full Board discharges the duties that such committees would
normally have. We do not have such committees because of our stage of operations and because our Board consists of only three members.
Our
full Board is comprised of three Directors, one of whom is independent, as defined by the rules and regulations of the SEC. The members
of our Board are Stanton E. Ross, Leroy C. Richie and Daniel F. Hutchins. The Board determined that Mr. Richie qualifies as an “audit
committee financial expert,” as defined under the rules and regulations of the SEC
and is independent as noted above.
Stanton
E. Ross, Leroy C. Richie and Daniel F. Hutchins are the directors of the Company. Messrs. Ross and Hutchins are not considered “independent”
in accordance with Rule 5605(a)(2) of the NASDAQ Marketplace Rules. The Board has determined that Mr. Richie is independent in accordance
with the NASDAQ and SEC rules. We are currently traded on the OTC QB, which does not require that a majority of the board be independent.
If we ever become an issuer whose securities are listed on a national securities exchange or on an automated inter-dealer quotation system
of a national securities association, which has independent director requirements, we intend to comply with all applicable requirements
relating to director independence.
Under
the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by the Company’s independent registered accounting firms
must be approved in advance by the Board to assure that such services do not impair the independent registered accounting firms’
independence from the Company. Our full Board performs the equivalent functions of an audit committee, therefore, no policies or procedures
other than those required by SEC rules on auditor independence, have been implemented.
Report
of the Board Serving the Equivalent Functions of an Audit Committee
Review
and Discussion with Management
Our
Board has reviewed and discussed with management our audited financial statements for the fiscal year ended December 31, 2021, the process
designed to achieve compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and our assessment of internal control over financial
reporting.
Review
and Discussions with Independent Registered Public Accounting Firm
Our
Board has discussed with RBSM, LLP, our independent registered public accounting firm for fiscal years ended 2021 and 2020, the matters
the Board, serving the equivalent functions of an audit committee, is required to discuss. Specifically, the Board has discussed with
the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board’s
Auditing AS 1301 (Communications With Audit Committees), as modified or supplemented. The discussions occurred with management and the
independent public accountants about the quality (and not merely the acceptability) of the Company’s accounting principles, the
reasonableness of significant estimates, judgments and the transparency of disclosures in the Company’s financial statements.
The
Board has also received written disclosures in a letter from the independent registered public accounting firm required by applicable
requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s independence,
and has discussed with the independent registered public accounting firm their independence from the Company and its management. This
review also includes discussions of audit and non-audit fees as well as evaluation of the Company’s significant financial policies
and accounting systems and controls.
The
Board has also reviewed the independence of the independent registered public accounting firm considering the compatibility of non-audit
services with maintaining their independence from the Company. Based on the preceding review and discussions contained in this paragraph,
the Board recommended that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021, for filing with the SEC.
Conclusion
Based
on the review and discussions referred to above, the Board, serving the equivalent functions of the audit committee, approved our audited
financial statements for the fiscal year ended December 31, 2021 be included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 for filing with the SEC.
Board’s
Role in the Oversight of Risk Management
We
face a variety of risks, including credit, liquidity and operational risks. In fulfilling its risk oversight role, our Board focuses
on the adequacy of our risk management process and overall risk management system. Our Board believes that an effective risk management
system will (i) adequately identify the material risks that we face in a timely manner; (ii) implement appropriate risk management strategies
that are responsive to our risk profile and specific material risk exposures; (iii) integrate consideration of risk and risk management
into our business decision-making; and (iv) include policies and procedures that adequately transmit necessary information regarding
material risks to senior executives and, as appropriate, to the Board or relevant committee.
Our
Board oversees risk management for us. Accordingly, the Board schedules time for periodic review of risk management, in addition to its
other duties. In this role, the Board receives reports from management, certified public accountants, outside legal counsel, and to the
extent necessary, from other advisors, and strives to generate serious and thoughtful attention to our risk management process and system,
the nature of the material risks we face, and the adequacy of our policies and procedures designed to respond to and mitigate these risks.
Board
Leadership Structure
Our
Board has a Chairman of the Board. Our Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman
of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee
directors or be an employee. Our Board believes that it should be free to make a choice from time to time in any manner that is in the
best interests of us and our stockholders. The Board believes that Mr. Ross’s service as both Chief Executive Officer and Chairman
of the Board is in the best interests of us and our stockholders. Mr. Ross possesses detailed and in-depth knowledge of the issues, opportunities
and challenges we face and is thus best positioned to develop agendas, with the input of the other directors that ensure that the Board’s
time and attention are focused on the most critical matters. His combined role enables decisive leadership, ensures clear accountability,
and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, customers and
suppliers, particularly given the issues and other challenges the Company has faced in recent years. Our Board has determined that our
Board leadership structure is appropriate given the size of our Board and the nature of our business.
Stockholder
Communications with the Board
Stockholders
may communicate with the Board by writing to us as follows: American Noble Gas Inc, attention: Corporate Secretary, 15612 College Blvd.,
Overland Park, KS 66210. Stockholders who would like their submission directed to a particular member of the Board may so specify and
the communication will be forwarded as appropriate.
Prohibition
on Hedging
The
Company prohibit members of our Board and our officers from engaging in hedging transactions involving our securities.
Process
and Policy for Director Nominations
Our
full Board will consider candidates for Board membership suggested by Board members, management and our stockholders. In evaluating the
suitability of potential nominees for membership on the Board, the Board members will consider the Board’s current composition,
including expertise, diversity, and balance of inside, outside and independent directors. The Board considers the general qualifications
of the potential nominees, including integrity and honesty; recognized leadership in business or professional activity; a background
and experience that will complement the talents of the other board members; the willingness and capability to take the time to actively
participate in board and committee meetings and related activities; the extent to which the candidate possesses pertinent technological,
political, business, financial or social/cultural expertise and experience; the absence of realistic possibilities of conflict of interest
or legal prohibition; the ability to work well with the other directors; and the extent of the candidate’s familiarity with issues
affecting our business.
While
the Board considers diversity and variety of experiences and viewpoints to be important factors, it does not believe that a director
nominee should be chosen solely or mainly because of race, color, gender, national origin or sexual identity or orientation. Thus, although
diversity may be a consideration in the Board’s process, it does not have a formal policy regarding the consideration of diversity
in identifying director nominees.
Stockholder
Recommendations for Director Nominations. Our Board does not have a formal policy with respect to consideration of any director candidate
recommendation by stockholders. While the Board may consider candidates recommended by stockholders, it has no requirement to do so.
To date, no stockholder has recommended a candidate for nomination to the Board. Given that we have not received director nominations
from stockholders in the past and that we do not canvass stockholders for such nominations, we believe it is appropriate not to have
a formal policy in that regard. We do not pay a fee to any third party to identify or evaluate or assist in identifying or evaluating
potential nominees.
Stockholder
recommendations for director nominations may be submitted to the Company at the following address: American Noble Gas Inc, attention:
Corporate Secretary, 15612 College Blvd., Overland Park, KS 66210. Such recommendations will be forwarded to the Board for consideration,
provided that they are accompanied by sufficient information to permit the Board to evaluate the qualifications and experience of the
nominees, and provided that they are in time for the Board to do an adequate evaluation of the candidate before the annual meeting of
stockholders. The submission must be accomplished by a written consent of the individual to stand for election if nominated by the Board
and to serve if elected and to cooperate with a background check.
Stockholder
Nominations of Directors. The bylaws of the Company provide that in order for a stockholder to nominate a director at an annual meeting,
the stockholder must give timely, written notice to the Secretary of the Company and such notice must be received at the principal executive
offices of the Company not less than 90 days nor more than 120 days prior to the date of the meeting. If public disclosure of the date
of the meeting is made less than 100 days prior to the date of the meeting, a stockholder’s notice must be received not later than
the close of business on the tenth day following the day on which such public disclosure of the date of the meeting was made. With respect
to a special meeting called at the written request of stockholders, any notice submitted by a stockholder making the request must be
provided simultaneously with such request.
Such
stockholder’s notice shall include, with respect to each person whom the stockholder proposes to nominate for election as a director,
all information relating to such person, including such person’s written consent to being named in the proxy statement as a nominee,
serving as a director, that is required under the Exchange Act. In addition, the stockholder must include in such notice their name and
address, as they appear on the Company’s records and the name and address of the beneficial owner, if any, of such stockholder,
the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by such stockholder
of record and by the beneficial owner, if any, a description of all arrangements or understandings between such stockholder and the proposed
nominee and any other person or person (including their names) pursuant to which the nomination is to be made by such stockholder, a
representation that such stockholder intends to appear at the annual meeting to nominate the person named in its notice and any other
information required under the Exchange Act..
Code
of Ethics and Conduct
Our
Board has adopted a Code of Ethics and Conduct that is applicable to all our employees, officers and directors. Our Code of
Ethics and Conduct is intended to ensure that our employees act in accordance with the highest ethical standards. A copy of our Code
of Ethics and Conduct may be obtained by sending a written request to us at 15612 College Blvd., Overland Park, KS 66210; Attn: President
and the Code of Ethics and Conduct is filed as an exhibit to our Annual Report on Form 10-K.
Section
16(a) Beneficial Ownership Reporting
Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent (10%) of our common
stock, to file with the SEC reports of ownership of, and transactions in, our securities
and to provide us with copies of those filings. To our knowledge, based solely on our review of the copies of such forms received by
us, or written representations from certain reporting persons, we believe that during the year ended December 31, 2021, all filing requirements
applicable to our officers, directors and greater than ten percent beneficial owners were complied with during fiscal year 2021 except
as follows: one Form 4 to report two transactions was filed late by Mr. Ross, one Form 4 to report two transactions was filed late by
Mr. Hutchins and one Form 4 to report two transactions was filed late by Mr. Richie.
Director
Compensation
The
following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to each of the
Company’s directors during the fiscal years ended December 31, 2021 and 2020.
Name (5) | |
Year | | |
Fees
Earned
or Paid
in Cash
($) | | |
Stock
Awards
($)(2) | | |
Option
Awards
($)(2) | | |
Total
($) | |
Leroy C. Richie (1) | |
| 2021 | | |
$ | — | | |
$ | — | | |
$ | 17,000 | (3) | |
$ | 17,000 | |
| |
| 2020 | | |
$ | — | | |
$ | 65,000 | (4) | |
$ | — | | |
$ | 65,000 | |
|
(1) |
The
Company’s Board discontinued compensation for the Company’s officers and directors effective January 1, 2018. Mr. Richie
received no cash compensation in 2021 and 2020 and had accrued an aggregate of $363,500 for his services on the Board since January
1, 2008. On March 31, 2021, the Company and Mr. Richie entered into a Debt Settlement Agreement whereby all accrued amounts due for
such services totaling $363,500 were extinguished upon the issuance of $3,635 principal balance of 3% Convertible Promissory Note
and the issuance of warrants to purchase 727,000 shares of Common Stock at an exercise price of $0.50 per share. |
|
|
|
|
(2) |
The
value of stock option and restricted stock grants are determined as the grant date fair value pursuant to ASC Topic 718 for all stock
options and restricted stock granted. Refer to Note 5 to the financial statements that appear in our Annual Report on Form 10-K,
filed with the SEC on April 6, 2022, for further description of the awards and the underlying assumptions utilized to determine the
amount of grant date fair value related to such grants. The grant date fair value of the restricted stock awards was determined based
on the total number of restricted shares at the closing price on the date of award. |
|
|
|
|
(3) |
The
Company’s Board approved the grant of options to purchase 100,000 shares of common stock to Mr. Richie on June 4, 2021. The
amount equals grant date fair value of the stock options determined at the closing date of the stock options issuance. The stock
options will vest on June 4, 2022, assuming that he remains as a member of the Board of the Company at such points in time. |
|
|
|
|
(4) |
The
Company’s Board approved the grant of 500,000 shares of restricted Common Stock on August 19, 2020 to Mr. Richie. The amount
equals 500,000 shares of restricted Common Stock multiplied by the closing price of such shares on August 19, 2020, the award date.
Of the 500,000 total shares of restricted Common Stock, a total of 62,500 shares vest at the end of calendar quarter over the following
8 fiscal quarters ending June 30, 2022, assuming that he remains as a member of the Board of the Company at such points in time. |
|
|
|
|
(5) |
Mr.
Ross’ and Mr. Hutchins’ compensation and option awards are noted in the Executive Compensation table because neither
of them received compensation or stock options for their services as a director. |
INFORMATION
ABOUT OUR EXECUTIVE OFFICERS
Our
executive officers are:
Name |
|
Age |
|
Positions
and Offices Held |
Stanton
E. Ross |
|
60 |
|
Chairman,
President and Chief Executive Officer |
Daniel
F. Hutchins |
|
66 |
|
Director,
Chief Financial Officer, Secretary |
Biographical
information on Messrs. Ross and Hutchins appears above in this Part III - Item 10.
Item
11. Executive Compensation.
The
following table shows compensation paid, accrued or awarded with respect to our named executive officers during the years indicated,
a significant portion of all compensation after 2008 is accrued but not paid:
2021
- Summary Compensation Table
Name and Principal Position | |
Year | | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($)(4) | | |
Option Awards ($)(4) | | |
Total ($) | |
Stanton Ross (1) | |
| 2021 | | |
$ | 30,000 | | |
$ | — | | |
$ | — | | |
$ | 85,000 | (5) | |
$ | 115,000 | |
Chief Executive Officer | |
| 2020 | | |
$ | 40,000 | | |
$ | — | | |
$ | 260,000 | (6) | |
$ | — | | |
$ | 300,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Daniel F. Hutchins(2) | |
| 2021 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 17,000 | (7) | |
$ | 17,000 | |
Chief Financial Officer | |
| 2020 | | |
$ | — | | |
$ | — | | |
$ | 65,000 | (8) | |
$ | — | | |
$ | 65,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
John Loeffelbein(3) | |
| 2021 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 59,500 | (9) | |
$ | 59,500 | |
Chief Operating Officer | |
| 2020 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | |
|
(1) |
The
Company’s Board discontinued compensation for the Company’s officers and directors effective January 1, 2018. In addition,
due to the financial condition of the Company, Mr. Ross has deferred the receipt of a portion of his salary since January 2009. Mr.
Ross received $30,000 and $40,000 of his deferred salary in cash during the years ended December 31, 2021 and 2020, respectively.
On March 31, 2021, the Company and Mr. Ross entered into a Debt Settlement Agreement whereby all accrued amounts due for such services
totaling $525,708 were extinguished upon the issuance of $5,257 principal balance of 3% Convertible Promissory Note and the issuance
of warrants to purchase 1,051,416 shares of Common Stock at an exercise price of $0.50 per share. |
|
(2) |
The
Company’s Board discontinued compensation for the Company’s officers and directors effective January 1, 2018. Mr. Hutchins
began serving the Company as Chief Financial Officer in August 2007. Since January 2009 he has deferred his compensation and a total
of $900,000 of direct compensation was accrued but unpaid. Previously, Mr. Hutchins received other indirect compensation consisting
of services billed at the normal standard billing rate of Hutchins & Haake, LLC plus out-of-pocket expenses for general corporate
and bookkeeping purposes. For the years ended December 31, 2021 and 2020, the Company was billed $-0- for such services. Total amounts
accrued for his indirect compensation was $-0- and $762,407 as of December 31, 2021 and 2020, respectively. On March 31, 2021, the
Company and Mr. Hutchins entered into a Debt Settlement Agreement whereby all accrued amounts due for such services totaling $1,662,407
were extinguished upon the issuance of $16,624 principal balance of 3% Convertible Promissory Note and the issuance of warrants to
purchase 3,324,813 shares of Common Stock at an exercise price of $0.50 per share. |
|
|
|
|
(3) |
The
Company’s Board appointed John Loeffelbein, as its Chief Operating Officer effective September 30, 2019. Mr. Loeffelbein
received no cash compensation for his services for the years ended December 31, 2021 and 2020. On April 18, 2022, Mr. Loeffelbein
resigned from his position as Chief Operating Officer, effective immediately. Mr. Loeffelbein’s resignation as an officer did
not result from any disagreement with the Board. |
|
|
|
|
(4) |
The
value of stock option and restricted stock grants are determined as the grant date fair value pursuant to ASC Topic 718 for all stock
options and restricted stock granted. Refer to Note 5 to the financial statements that appear in our Annual Report on Form 10-K,
filed with the SEC on April 6, 2022, for further description of the awards and the underlying assumptions utilized to determine the
amount of grant date fair value related to such grants. The grant date fair value of the restricted stock awards was determined based
on the total number of restricted shares at the closing price on the date of award. |
|
|
|
|
(5) |
The
Company’s Board approved the grant of options to purchase 500,000 shares of common stock on June 4, 2021 to Mr. Ross. The stock
options will vest on June 4, 2022, assuming that he remains as a member of the Board of the Company at such points in time and have
an exercise price of $0.50 per share. |
|
|
|
|
(6) |
The
Company’s Board approved the grant of 2,000,000 shares of restricted Common Stock on August 19, 2020 to Mr. Ross. Of the 2,000,000
total restricted shares, a total of 250,000 shares vest at the end of calendar quarter over the following 8 fiscal quarters ending
June 30, 2022, assuming that he remains as an employee of the Company at such points in time. The value of the restricted stock awards
was determined based on the total number of restricted shares at the closing price on the date of award on August 19, 2020. |
|
|
|
|
(7) |
The
Company’s Board approved the grant of options to purchase 100,000 shares of common stock on June 4, 2021 to Mr. Hutchins. The
stock options will vest on June 4, 2022, assuming that he remains as a member of the Board of the Company at such points in time
and have an exercise price of $0.50 per share. |
|
(8) |
The
Company’s Board approved the grant of 500,000 shares of restricted Common Stock on August 19, 2020 to Mr. Hutchins. Of the
500,000 total restricted shares, a total of 62,500 shares vest at the end of calendar quarter over the following 8 fiscal quarters
ending June 30, 2022, assuming that he remains as an employee of the Company at such points in time. The value of the restricted
stock awards was determined based on the total number of restricted shares at the closing price on the date of award on August 19,
2020. |
|
|
|
|
(9) |
The
Company’s Board approved the grant of options to purchase 350,000 shares of common stock effective June 4, 2021 to Mr. Loeffelbein.
The stock options will vest on June 4, 2022, assuming that he remains as a member of the Board of the Company at such points in time
and have an exercise price of $0.50 per share. On April 18, 2022, Mr. Loeffelbein resigned from his position as Chief Operating Officer,
effective immediately. Mr. Loeffelbein’s resignation as an officer did not result from any disagreement with the Board. |
Compensation
Policies and Objectives
We
structure compensation for executive officers, including the named executive officers, to drive performance, to accomplish both our short-term
and long-term objectives, and to enable us to attract, retain and motivate well qualified executives by offering competitive compensation
and by rewarding superior performance. We also seek to link our executives’ total compensation to the interests of our shareholders.
To accomplish this, our board of directors relies on the following elements of compensation, each of which is discussed in more detail
below:
●
salary;
●
annual performance-based cash awards;
●
equity incentives in the form of stock and/or stock options; and
●
other benefits.
Our
Board believes that our executive compensation package, consisting of these components, is comparable to the compensation provided in
the market in which we compete for executive talent and is critical to accomplishing our recruitment and retention aims.
In
setting the amounts of each component of an executive’s compensation and considering the overall compensation package, the Committee
generally considers the following factors:
Benchmarking—For
executive officers, the board of directors considers the level of compensation paid to individuals in comparable executive positions
of other oil and gas exploration and production companies of a similar size. The board of directors believes that these companies are
the most appropriate for review because they are representative of the types of companies with which we compete to recruit and retain
executive talent. The information reviewed by the board of directors includes data on salary, annual and long-term cash incentive bonuses
and equity compensation, as well as total compensation.
Internal
Equity—The board of directors considers the salary level for each executive officer and each position in overall management
in order to reflect their relative value to us.
Individual
Performance—The board of directors considers the individual responsibilities and performance of each named executive officer,
which is based in part on the board of directors’ assessment of that individual’s performance as well as the evaluation of
the individual by the Chief Executive Officer.
All
executive officers are eligible for annual cash bonuses and equity incentive awards that reinforce the relationship between pay and performance
by conditioning compensation on the achievement of the Company’s short- and long-term financial and operating goals, including
operating profits, reserve finding costs, and growth in the Company’s daily oil and gas production and estimated proved, probable
and possible recoverable oil and gas reserves.
Components
of Executive Compensation
The
following provides an analysis of each element of compensation, what each element is designed to reward and why the Board chose to include
it as an element of our executive compensation.
Salaries
Salaries
for executive officers are intended to incentivize the officers to focus on executing the Company’s day-to-day business and are
reviewed annually. Changes are typically effective in April of each year and are based on the factors discussed above. Compensation arrangements
with Mr. Hutchins were determined through arms-length negotiations. The Company’s Board discontinued regular cash compensation
for the Company’s officers and directors effective January 1, 2018.
Annual
Bonuses
The
awarding of annual bonuses to executives is in the discretion of the Board, in their serving the equivalent functions of the compensation
committee discretion. The objective of the annual bonus element of compensation is to align the interest of executive officers with the
achievement of superior Company performance for the year and also to encourage and reward extraordinary individual performance. In light
of the Company’s operating results for 2021 and 2020, the Board determined that it was appropriate not to grant annual bonuses
to the executive officers for 2021 and 2020.
Stock
Options
Including
an equity component in executive compensation closely aligns the interests of the executives and our stockholders and rewards executives
consistent with stockholder gains. Stock options produce value for executives only if our stock price increases over the exercise price,
which is set at the market price on the date of grant. Also, through vesting and forfeiture provisions, stock options serve to encourage
executive officers to remain with the Company. Awards made other than pursuant to the annual equity grants are typically made to newly
hired or recently promoted employees.
In
determining the stock option grants for Messrs. Ross, Hutchins and Loeffelbein, the Board considered the number of options previously
granted that remained outstanding, the number and value of shares underlying the options being granted and the related effect on dilution.
The Board also took into account the number of shares that remained available for grant under our stock option and restricted stock plans.
Messrs. Ross, Hutchins and Loeffelbein were granted stock options during the year ended December 31, 2021 but not 2020. Information regarding
all outstanding equity awards as of December 31, 2021 for the named executive officers is set forth below in the “Outstanding Equity
Awards at Fiscal Year End” table.
Restricted
Stock Grants
Including
an equity component in executive compensation closely aligns the interests of the executives and our stockholders and rewards executives
consistent with stockholder gains. Restricted stock grants produce value for executives as our stock price increases. The awards generally
vest over a long period of time only if they remain as employees of the Company at specified points in time. Executives generally have
to recognize taxable income based on the market price of the underlying common stock on such vesting dates. Also, through vesting and
forfeiture provisions, restricted stock grants serve to encourage executive officers to remain with the Company. Awards made other than
pursuant to the annual equity grants are typically made to newly hired or recently promoted employees.
In
determining the restricted stock grants for Messrs. Ross and Hutchins, the Board considered the number of stock options previously granted
that remained outstanding, the number and value of restricted common shares being granted and the related effect on dilution. The Board
also took into account the number of shares that remained available for grant under our stock option and restricted stock plans. Messrs.
Ross and Hutchins were granted 2,000,000 and 500,000 shares of restricted Common Stock during the year ended December 31, 2020, respectively,
and none in 2021. The restricted stock grants in 2020 vest ratably at the end of the next eight calendar quarters following issuance.
Information regarding all outstanding equity awards as of December 31, 2021 for the named executive officers is set forth below in the
“Outstanding Equity Awards at Fiscal Year End” table.
Other
Elements of Executive Compensation
We
have not provided cash perquisites to our executive officers given our limited funds.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
(As
of December 31, 2021)
| |
Option Awards | | |
| | |
Stock Awards | |
Name | |
Number of Securities Underlying Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisable | | |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | |
Option Exercise Price ($) | | |
Option Expiration
Date | | |
Number of Shares or Units of Stock That Have Not Vested (#) | | |
Market Value of Shares or Units of Stock That Have Not Vested ($) | |
Stanton Ross | |
| — | | |
| 500,000 | (1) | |
| — | | |
$ | 0.50 | | |
| 6/4/2031 | | |
| — | | |
| — | |
Chief Executive Officer | |
| 60,000 | (2) | |
| — | | |
| — | | |
$ | 30.00 | | |
| 1/16/2024 | | |
| — | | |
| — | |
| |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 500,000 | (5) | |
$ | 180,000 | |
Daniel F. Hutchins | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Chief Financial Officer | |
| — | | |
| 100,000 | (3) | |
| — | | |
$ | 0.50 | | |
| 6/4/2031 | | |
| — | | |
| — | |
| |
| 15,000 | (2) | |
| — | | |
| — | | |
$ | 30.00 | | |
| 1/16/2024 | | |
| — | | |
| — | |
| |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 125,000 | (6) | |
$ | 45,000 | |
John Loeffelbein | |
| — | | |
| 350,000 | (4) | |
| — | | |
$ | 0.50 | | |
| 6/4/2031 | | |
| — | | |
| — | |
Chief Operating Officer | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
(1)
On June 4, 2021, the Company granted Mr. Ross stock options to purchase 500,000 shares of Common Stock at an exercise price of $0.50
per share with a termination date of June 4, 2031. Such stock options shall vest on June 4, 2022, so long as Mr. Ross remains in the
service of the Company at such point in time.
(2)
The stock options were granted on January 17, 2014, outside of the stock option plans of the Company. These stock options vest as follows:
one-third on the date of grant; one-third on January 16, 2015; and one-third on January 16, 2016.
(3)
On June 4, 2021, the Company granted Mr. Hutchins stock options to purchase 100,000 shares of Common Stock at $0.50 per share with a
termination date of June 4, 2031. Such stock options shall vest on June 4, 2022, so long as Mr. Hutchins remains in the service of the
Company at such point in time.
(4)
On June 4, 2021, the Company granted Mr. Loeffelbein stock options to purchase 350,000 shares of Common Stock at $0.50 per share with
a termination date of June 4, 2031. Such stock options shall vest on June 4, 2022, so long as Mr. Loeffelbein remains in the service
of the Company at such point in time. On April 18, 2022, Mr. Loeffelbein resigned from his position as Chief Operating Officer, effective
immediately.
(5)
On August 19, 2020, the Company granted Mr. Ross 2,000,000 shares of restricted stock. Such restricted stock vest ratably on a quarterly
basis through June 30, 2022, so long as Mr. Ross remains in the service of the Company at such point in time.
(6)
On August 19, 2020, the Company granted Mr. Hutchins 500,000 shares of restricted stock. Such restricted stock vest ratably on a quarterly
basis through June 30, 2022, so long as Mr. Hutchins remains in the service of the Company at such point in time.
Employment
Contracts and Termination of Employment and Change-In-Control Arrangements
We
have no employment agreements or similar contracts with Stanton E. Ross, Daniel F. Hutchins or John Loeffelbein.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth, as of April 27, 2022, information regarding beneficial ownership of our capital stock by:
|
● |
each
person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our equity securities; |
|
|
|
|
● |
each
of our named executive officers; |
|
|
|
|
● |
each
of our directors; and |
|
|
|
|
● |
all
of our executive officers and directors as a group. |
The
percentage ownership information shown in the table below is based upon 19,262,015 shares of Common Stock and 21,276 shares of Series
A Preferred Stock outstanding as of April 27, 2022 which shares of Series A Preferred Stock are entitled to a total of 3,484,538 votes.
The percentage ownership information shown in the table excludes (a) shares of Common Stock issuable upon the exercise of outstanding
warrants to purchase an aggregate of up to 17,580,784 shares of Common Stock, with a weighted average exercise price of $0.47 per share,
(b) shares of Common Stock issuable upon outstanding stock options exercisable for up to 1,892,000 shares of Common Stock, with a weighted
average exercise price of $1.93 per share, (c) 1,300,000 shares of Common Stock issuable upon conversion of $650,000 principal balance
of 8% Convertible Promissory Notes outstanding, and (c) 65,930 shares of Common Stock issuable upon conversion of $28,665 principal balance
of 3% Convertible Promissory Notes outstanding.
Beneficial
ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if
he, she or it possesses sole or shared voting or investment power of that security, including securities that are convertible into and
exercisable for shares of Common Stock within sixty (60) days after April 27, 2022. Except as indicated by the footnotes below,
we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power
with respect to all shares of Common Stock and Series A Preferred Stock shown that they beneficially own, subject to community property
laws where applicable.
For
purposes of computing the percentage of outstanding shares of our Common Stock held by each person or group of persons named above, any
shares of Common Stock that such person or persons has the right to acquire within sixty (60) days after April 27, 2022 is deemed to
be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion
herein of any shares of Common Stock listed as beneficially owned does not constitute an admission of beneficial ownership.
Except
as otherwise noted below, the address for persons listed in the table is c/o American Noble Gas, Inc., 15612 College Blvd., Overland
Park, KS 66210.
Shares Beneficially Owned | |
| | |
| | |
% | |
| |
| | |
| | |
Series A
Preferred | | |
Total Voting | |
| |
Common Stock | | |
Stock | | |
Power | |
| |
Shares | | |
% | | |
Shares | | |
% | | |
(1) | |
5% or greater stockholders: | |
| | | |
| | | |
| | | |
| | | |
| | |
Lawrence D. Smith, estate | |
| 4,277,790 | | |
| 16.3 | % | |
| - | | |
| - | % | |
| 16.2 | % |
Thomas J. Heckman (2) | |
| 3,463,175 | | |
| 12.2 | % | |
| 347,188 | | |
| 10.0 | % | |
| 13.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Directors and executive officers | |
| | | |
| | | |
| | | |
| | | |
| | |
Stanton E. Ross (3) President, Chief Executive Officer and Chairman | |
| 3,651,007 | | |
| 13.9 | % | |
| - | | |
| - | % | |
| 13.8 | % |
Daniel F. Hutchins (4) Director, Chief Financial Officer, Treasurer and Secretary | |
| 3,996,048 | | |
| 15.2 | % | |
| - | | |
| - | % | |
| 15.1 | % |
John Loeffelbein (5) Chief Operating Officer | |
| 2,350,000 | | |
| 9.0 | % | |
| - | | |
| - | % | |
| 8.9 | % |
Leroy C. Richie (6) Director | |
| 1,235,361 | | |
| 4.8 | % | |
| - | | |
| - | % | |
| 4.6 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Directors and executive officers as a group (4 persons) (7) | |
| 11,232,416 | | |
| 42.9 | % | |
| - | | |
| - | % | |
| 42.4 | % |
(1) |
Percentage
of total voting power represents voting power with respect to all shares of our Common Stock and Series A Preferred Stock, which
have the same voting rights as our shares of Common Stock. Holders of Common Stock are entitled to one (1) vote per share for each
share of Common Stock held by them and holders of our shares of Series A Preferred Stock are entitled to one (1) vote for each share
of Common Stock into which the Series A Preferred Stock is convertible, on an as converted basis. Notwithstanding the foregoing,
the Series A Preferred Stock includes beneficial ownership limitations so that all holders of our Series A Preferred Stock are unable
to convert their shares of Series A Preferred Stock to shares of Common Stock so that they would own greater than 4.99% of our issued
and outstanding shares of Common Stock, unless they provide at least 61 days’ prior written notice to increase such beneficial
ownership limitation up to a maximum of 9.99% of our issued and outstanding shares of Common Stock. These percentages reflect such
beneficial ownership limitations. |
|
|
(2) |
Such
shares of Common Stock beneficially owned by Mr. Heckman include: (i) 502,000 shares of Common Stock issuable upon full exercise
of vested options, (ii) 442,746 shares held by Ozark Capital LLC (“Ozark”), which shares Mr. Heckman is deemed to beneficially
own, (iii) 1,111 shares of Series A Preferred Stock held by Ozark (convertible into up to 347,188 shares of common stock) and
(iv) upon exercise of March Warrants for up to 256,410 common shares held by Ozark. Such shares of Common Stock beneficially
owned by Mr. Heckman exclude an aggregate of 85,169 shares of Common Stock that would be issuable in any combination, but for the
applicable Beneficial Ownership Limitation (i) upon conversion of 1,111 shares of Series A Preferred Stock held by Ozark (convertible
into up to 347,188 shares of common stock) and (ii) upon exercise of March Warrants for up to 256,410 common shares held
by Ozark. |
|
|
|
Such
shares of Series A Preferred Stock beneficially owned by Mr. Heckman include 1,111 shares of Series A Preferred Stock held by Ozark,
which shares Mr. Heckman, who in the managing member of Ozark, is deemed to beneficially own and are convertible into 347,188 shares
of Common Stock. Conversion of such shares of Series A Preferred Stock beneficially owned by Mr. Heckman are subject to the applicable
beneficial ownership limitation. |
(3) |
Such
shares of Common Stock beneficially owned by Mr. Ross include: (i) 560,000 shares of Common Stock issuable upon full exercise of
vested options, (ii) up to 1,051,416 shares of Common Stock issuable upon full exercise of a Creditor Warrant, (iii) 12,091 shares
of Common Stock issuable upon full conversion of a Note, including accruable interest, and (iv) 250,000 restricted shares of Common
Stock, which are subject to forfeiture. |
|
|
(4) |
Such
shares of Common Stock beneficially owned by Mr. Hutchins include: (i) 115,000 shares of Common Stock issuable upon full exercise
of vested options, (ii) up to 3,324,813 shares of Common Stock issuable upon full exercise of a Creditor Warrant, (iii) 38,235 shares
of Common Stock issuable upon full conversion of a Note, including accruable interest, and (iv) 62,500 restricted shares of Common
Stock, which are subject to forfeiture. |
|
|
(5) |
Such
shares of Common Stock beneficially owned by Mr. Loeffelbein include (i) 350,000 shares of Common Stock issuable upon full exercise
of vested options, and (ii) 2,000,000 restricted shares of Common Stock issued to Mr. Loeffelbein as compensation in October 2019,
which are fully vested. |
|
|
(6) |
Such
shares of Common Stock beneficially owned by Mr. Richie include: (i) 115,000 shares of Common Stock issuable upon full exercise of
vested options, (ii) 727,000 shares of Common Stock issuable upon full exercise of a Creditor Warrant, (iii) 8,361 shares of Common
Stock issuable upon full conversion of a Note, including accruable interest, and (iv) 62,500 restricted shares of Common Stock, which
are subject to forfeiture. |
|
|
(7) |
See
the information included in footnotes 2 through 6 above. |
Item
13. Certain Relationships and Related Transactions and Director Independence.
Serving
the equivalent functions of the audit committee, the Board’s practice is to review and approve any transaction involving the Company
and a related party at least once a year or upon any significant change in the transaction or relationship. For these purposes, a “related
party transaction” includes any transaction required to be disclosed pursuant to Item 404 of Regulation S-K.
John
L. Loeffelbein, the Company’s Chief Operating Officer from September 2019 to April 2022, is a non-controlling member of Core Energy
Resources, LLC (“Core”). The Company acquired an Option from Core to purchase the production and mineral rights/leasehold
for the oil and gas properties in the Central Kansas Uplift (the “Properties”). The Company paid a non-refundable deposit
of $50,000 in 2019 to bind the original Option, which gave it the right to acquire the Properties for $2.5 million prior to December
31, 2019. The Company was not able to exercise the Option prior to December 31, 2019. On September 2, 2020, the Company acquired a new
Option from Core under similar terms as the previous Option, however the newly acquired Option permitted the Company to purchase the
Properties at a reduced price of $900,000 at any time prior to November 1, 2020 and the Company agreed to immediately conduct a capital
raise of between approximately $2-10 million to fund its acquisition and development of the Properties. On December 14, 2020, the parties
executed an asset purchase and sale agreement which extended the new Option to January 11, 2021, which expired. The parties entered into
a Side Letter agreement on March 31, 2021, pursuant to which we and Core agreed to set the closing date on which the Properties would
be purchased to April 1, 2021. Pursuant to the Side Letter, the Company is responsible for reimbursing Core for certain prorated revenues
and expenses from January 1, 2021 through the April 1, 2021 closing date. On April 1, 2021, we completed the acquisition of the Properties,
under the same terms of the asset purchase agreement executed on December 14, 2020 which provided a purchase price of $900,000. The Company
raised approximately $2.05 million on March 26, 2021 through the issuance of convertible preferred stock with detachable common stock
purchase warrants. The funds raised pursuant to the Series A Convertible Preferred Stock issuance were used to complete the acquisition
of the Properties on April 1, 2021 and to retire the outstanding convertible note payable. On April 18, 2022, Mr. Loeffelbein resigned
from his position as Chief Operating Officer, effective immediately. Mr. Loeffelbein’s resignation as an officer did not result
from any disagreement with the Board.
The
Company does not have any employees other than its Chief Executive Officer, Chief Operating Officer and Chief Financial Officer. In previous
years, certain general and administrative services (for which payment is deferred) had been provided by Mr. Hutchins’s accounting
firm, Hutchins & Haake, LLC, at its standard billing rates plus out-of-pocket expenses consisting primarily of accounting, tax and
other administrative fees. The Company no longer utilizes Hutchins & Haake, LLC for such support services and was not billed for
any such services during the years ended December 31, 2021 and 2020. On March 31, 2021 the parties entered into a Debt Settlement Agreement
whereby all amounts due to such firm for services totaling $762,407 were extinguished upon the issuance of $7,624 principal balance of
3% Convertible Promissory Note and the issuance of warrants to purchase 1,524,814 shares of Common Stock. Total amounts due to the related
party was $-0- and $762,407 as of December 31, 2021 and December 31, 2020, respectively.
The
Company has accrued compensation to its officers and directors in previous years. The Board authorized the Company to cease the accrual
of compensation for its officers and directors, effective January 1, 2018. On March 31, 2021, the parties entered into Debt Settlement
Agreements whereby all accrued amounts due for such services totaling $1,789,208 were extinguished upon the issuance of $17,892 principal
balance of 3% Convertible Promissory Note and the issuance of warrants to purchase 3,578,416 shares of Common Stock as further described
in Notes 3, 4, 7 and 13 to the financial statements that appear in our Annual Report on Form 10-K, filed with the SEC on April 6, 2022.
Total amounts due to the officers and directors related to accrued compensation was $-0- and $1,789,208 as of December 31, 2021 and 2020,
respectively.
The
Company owes Offshore Finance, LLC (“Offshore”) financing costs in connection with a subordinated loan to the Company which
was converted to shares of Common Stock in 2014. The managing partner of Offshore and Mr. Hutchins are partners in Hutchins & Haake,
LLC, which the Company used for general corporate purposes in the past. On March 31, 2021 the parties entered into a Debt Settlement
Agreement whereby all amounts due for such services totaling $26,113 were extinguished upon the issuance of $261 principal balance of
3% Convertible Promissory Note and the issuance of warrants to purchase 52,226 shares of common stock. Total amounts due to this related
party was $-0- and $26,113 as of December 31, 2021 and 2020, respectively.
On
May 13, 2020, the Company borrowed $41,000 from its Chairman, CEO & President in the form of an unsecured promissory note bearing
6% interest and due on demand. The proceeds were used for general working capital purposes. The entire $41,000 principal balance and
$654 of accrued interest related to the note was retired on August 19, 2020 and there is no remaining balance as of December 31, 2021
and 2020.
Stanton
E. Ross, Leroy C. Richie and Daniel F. Hutchins are the directors of the Company. Messrs. Ross and Hutchins are not considered “independent”
in accordance with Rule 5605(a)(2) of the NASDAQ Marketplace Rules. The Board has determined that Mr. Richie is independent in accordance
with the NASDAQ and SEC rules. We are currently traded on the OTC QB, which does not require that a majority of the board be independent.
If we ever become an issuer whose securities are listed on a national securities exchange or on an automated inter-dealer quotation system
of a national securities association, which has independent director requirements, we intend to comply with all applicable requirements
relating to director independence.
Item
14. Principal Accounting Fees and Services.
Audit
and Related Fees
The
Audit committee of the Company has appointed RBSM, LLP as the Company’s independent registered public accounting firm for the year
ended December 31, 2021 and 2020.
The
following table is a summary of the fees billed to us by RBSM for fiscal years ended December 31, 2021 and December 31, 2020:
Fee Category | |
Fiscal 2021 fees | | |
Fiscal 2020 fees | |
Audit fees | |
$ | 87,500 | | |
$ | 58,000 | |
Audit-related fees | |
| 5,000 | | |
| — | |
Tax fees | |
| — | | |
| — | |
All other fees | |
| — | | |
| — | |
Total fees | |
$ | 92,500 | | |
$ | 58,000 | |
Audit
Fees. Such amount consists of fees billed for professional services rendered in connection with the audit of our annual
financial statements and review of the interim financial statements included in our quarterly reports. It also includes services that
are normally provided by our independent registered public accounting firms in connection with statutory and regulatory filings or engagements.
Audit-Related
Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under “Audit Fees.” These services include employee benefit
plan audits, consents issued for certain filings with the SEC, accounting consultations in connection with acquisitions, attest services
that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.
Tax
Fees. Tax fees consist of fees billed for professional services related to tax compliance, tax advice and tax planning.
These services include assistance regarding federal, state and international tax compliance, tax audit defense, customs and duties, mergers
and acquisitions, and international tax planning.
All
Other Fees. Consists of fees for products and services other than the services reported above.
Serving
the equivalent functions of the audit committee, the Board’s practice is to consider and approve in advance all proposed audit
and non-audit services to be provided by our independent registered public accounting firm. All the fees shown above were pre-approved
by the Board.