-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQ4yijnmMOajGtXTQDWch6ZYIpam2uDEW/IiPsr0wgjg8RVKe6TadmDb1/dVD+SL d5wcikmBfLV3tsrBKfS2SQ== 0000916002-06-000026.txt : 20060330 0000916002-06-000026.hdr.sgml : 20060330 20060330131406 ACCESSION NUMBER: 0000916002-06-000026 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060330 DATE AS OF CHANGE: 20060330 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FX ENERGY INC CENTRAL INDEX KEY: 0000907649 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870504461 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-50169 FILM NUMBER: 06721987 BUSINESS ADDRESS: STREET 1: 3006 HIGHLAND DR STREET 2: STE 206 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 BUSINESS PHONE: 801-486-5555 MAIL ADDRESS: STREET 1: 3006 HIGHLAND DR STREET 2: STE 206 CITY: SALT LAKE CITY STATE: UT ZIP: 84106 FORMER COMPANY: FORMER CONFORMED NAME: FRONTIER OIL EXPLORATION CO DATE OF NAME CHANGE: 19940223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Cascoh, Inc. CENTRAL INDEX KEY: 0001357750 IRS NUMBER: 431406682 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 214-292-2000 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 155 CITY: DALLAS STATE: TX ZIP: 75209 SC 13D 1 schedule13d.htm SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. _________)*

FX ENERGY, INC.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

302695 10 1

(CUSIP Number)

January 1, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 302695 10 1
1.		Names of Reporting Persons. Cascoh, Inc. I.R.S. Identification Nos. of above persons (entities only). 43-1406682
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3.		SEC Use Only
4.		Source of Funds (See Instructions WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.		Citizenship or Place of Organization Missouri
Number of Shares Beneficially Owned by Each Reporting Person With			7. Sole Voting Power 1,365,371
			8. Shared Voting power 0
			9. Sole Dispositive Power 1,365,371
			10. Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,365,371
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 3.8%
14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 302695 10 1
1.		Names of Reporting Persons. Sands Partnership No. 1 I.R.S. Identification Nos. of above persons (entities only). 75-1672962
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.		Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With			7. Sole Voting Power 30,000
			8. Shared Voting power 0
			9. Sole Dispositive Power 30,000
			10. Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 30,000
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 0.1%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 302695 10 1
1.		Names of Reporting Persons. Sands Partnership No. 1 Money Purchase Pension Plan and Trust I.R.S. Identification Nos. of above persons (entities only). 43-1384238
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.		Citizenship or Place of Organization Missouri
Number of Shares Beneficially Owned by Each Reporting Person With			7. Sole Voting Power 192,800
			8. Shared Voting power 0
			9. Sole Dispositive Power 192,800
			10. Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 192,800
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 0.5%
14.	Type of Reporting Person (See Instructions) EP

CUSIP No. 302695 10 1
1.		Names of Reporting Persons. Prime Petroleum, Inc. Profit Sharing Trust I.R.S. Identification Nos. of above persons (entities only). 75-2348013
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.		Citizenship or Place of Organization Texas
Number of Shares Beneficially Owned by Each Reporting Person With			7. Sole Voting Power 142,250
			8. Shared Voting power 0
			9. Sole Dispositive Power 142,250
			10. Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 142,250
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 0.4%
14.	Type of Reporting Person (See Instructions) EP

CUSIP No. 302695 10 1
1.		Names of Reporting Persons. A. Baron & Darlene Cass Charitable Foundation I.R.S. Identification Nos. of above persons (entities only). 75-6453922
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.		Citizenship or Place of Organization
Number of Shares Beneficially Owned by Each Reporting Person With			7. Sole Voting Power 550
			8. Shared Voting power 0
			9. Sole Dispositive Power 550
			10. Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 550
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 0.0%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 302695 10 1
1.		Names of Reporting Persons. Barton J. Cohen I.R.S. Identification Nos. of above persons (entities only).
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3.		SEC Use Only
4.		Source of Funds (See Instructions) PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.		Citizenship or Place of Organization U.S.
Number of Shares Beneficially Owned by Each Reporting Person With			7. Sole Voting Power 273,075
			8. Shared Voting power 1,588,171
			9. Sole Dispositive Power 273,075
			10. Shared Dispositive Power 1,588,171
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,861,246
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 5.2%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 302695 10 1
1.		Names of Reporting Persons. A. Baron Cass III I.R.S. Identification Nos. of above persons (entities only).
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ X ]
3.		SEC Use Only
4.		Source of Funds (See Instructions) PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.		Citizenship or Place of Organization U.S.
Number of Shares Beneficially Owned by Each Reporting Person With			7. Sole Voting Power 192,250
			8. Shared Voting power 1,588,721
			9. Sole Dispositive Power 192,250
			10. Shared Dispositive Power 1,588,721
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,780,971
12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 5.0%
14.	Type of Reporting Person (See Instructions) IN

Item 1.

Security and Issuer

(a)

Security

Common Stock, par value $0.001

(b)	Name of Issuer:

FX Energy, Inc.

(c)	Address of Issuer’s Principal Executive Offices:

3006 Highland Drive

Suite 206

Salt Lake City, UT 84106

Item 2.

Identity and Background

This statement is filed by Cascoh, Inc., Sands Partnership No. 1, Sands Partnership No. 1 Money Purchase Pension Plan and Trust, Prime Petroleum, Inc. Profit Sharing Trust, A. Baron & Darlene Cass Charitable Foundation, Barton J. Cohen and A. Baron Cass III. Each filing person states that (i) it has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) it has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. Set forth below is specified information with respect to each filing person.

1.(a)

Name of Person Filing:

Cascoh, Inc.

(Cascoh, Inc.’s sole directors and officers are Barton J. Cohen and A. Baron Cass III.)

1.(b)

State of Organization

Missouri

1.(c)

Principal Business

Investments

1.(d)

Address of Principal Business Office:

2100 McKinney Ave., Suite 155

Dallas, TX 75209

2.(a)

Name of Person Filing:

Sands Partnership No. 1

(The partnership’s general partners are Barton J. Cohen and A. Baron Cass III.)

2.(b)

State of Organization

Texas

2.(c)

Principal Business

Oil and gas and other investments

2.(d)

Address of Principal Business Office:

c/o Cascoh, Inc.

2100 McKinney Ave., Suite 155

Dallas, TX 75209

3.(a)

Name of Person Filing:

Sands Partnership No. 1 Money Purchase Pension Plan and Trust

(Barton J. Cohen is sole beneficiary and he and A. Baron Cass III are co-trustees)

3.(b)

State of Organization

Missouri

3.(c)

Principal Business

Employee benefit plan

3.(d)

Address of Principal Business Office:

c/o Cascoh, Inc.

2100 McKinney Ave., Suite 155

Dallas, TX 75209

4.(a)

Name of Person Filing:

Prime Petroleum, Inc. Profit Sharing Trust

(A. Barron Cass III is sole beneficiary and trustee)

4.(b)

State of Organization

Texas

4.(c)

Principal Business

Employee benefit plan

4.(d)

Address of Principal Business Office:

c/o Cascoh, Inc.

2100 McKinney Ave., Suite 155

Dallas, TX 75209

5.(a)

Name of Person Filing:

A. Baron & Darlene Cass Charitable Foundation

5.(b)

State of Organization

Texas

5.(c)

Principal Business

Charity

5.d)	Address of Principal Business Office:

c/o Cascoh, Inc.

2100 McKinney Ave., Suite 155

Dallas, TX 75209

6.(a)

Name of Person Filing:

Barton J. Cohen

6.(b)

Residence or Business Address:

c/o Cascoh, Inc.

2100 McKinney Ave., Suite 155

Dallas, TX 75209

6.(c)

Principal occupation

CEO

Baron Automotive Group, Inc. (automotive sales and servicing)

9010 Shawnee Mission Parkway

Shawnee Mission, Kansas 66202

6.(d)

Citizenship:

U.S.

7.(a)

Name of Person Filing:

A Baron Cass III

7.(b)

Residence or Business Address:

c/o Cascoh, Inc.

2100 McKinney Ave., Suite 155

Dallas, TX 75209

7.(c)

Principal occupation

Member

C3 Capital LLC (Private equity & mezzanine investments)

2100 McKinney Avenue

Suite 155

Dallas, TX 75209

7.(d)

Citizenship:

U.S.

Item 3.

Source and Amount of Funds or Other Consideration

Each of the filing persons states that it acquired the securities owned by it with its own funds and that, to its knowledge, each of the other filing persons acquired the securities owned by such other filing person with its own funds.

Item 4.

Purpose of Transaction

As of January 1, 2004, Cascoh, Inc., Barton J. Cohen and A. Baron Cass III may be deemed to have beneficially owned an aggregate of 1,467,094 shares, or approximately 5.2%, of the issuer’s common stock, of which 600,000 shares were issuable upon exercise of warrants acquired from the issuer which became exercisable on or about March 1, 2004 and entitle the holders to acquire shares of the issuer for $3.60 a share until March 1, 2008. The

reporting persons only recently became aware of their reporting obligation resulting from shares issuable upon exercise of the warrants.

Since January 1, 2004, the undersigned have acquired, in the aggregate, an additional 622,952 shares and disposed of 36,000 shares. Of the net 586,952 shares of the issuer’s common stock acquired since January 1, 2004, 171,352 are subject to presently exercisable warrants acquired from the issuer by Barton J. Cohen and Cascoh, Inc. in November 2003 and 130,000 are subject to call options acquired on the open market by Sands Partnership No. 1 Money Purchase Pension Plan and Trust and Prime Petroleum, Inc. Profit Sharing Trust. The warrants became exercisable in November 2004, expire on November 5, 2008 and are exercisable at a price of $3.75. The call options expire in September 2006 and are exercisable at a price of $5.00. In addition to these shares, Sands Partnership No. 1 Money Purchase Pension Plan and Trust and Prime Petroleum, Inc. Profit Sharing Trust each have sold short put options in the open market, expiring June 2006, obligating them, upon exercise by the holders, to purchase 65,000 shares of the issuer’s common stock at $5.00 per share.

Each of the undersigned acquired the shares which it is reporting herein for investment purposes and generally regards itself as a passive investor. However, as a result of the issuer’s recent performance and recent drilling failures, in early February 2006 Barton J. Cohen sought a meeting with senior management, and on February 22, 2006, Mr. Cohen and two other shareholders met with senior management to discuss recent drilling failures and prospects, the direction of the issuer’s business and governance issues. Management was encouraged by those present to place one or more new independent directors on the Board having one or more of the following attributes: exploration and production experience comparable to the issuer’s business, capital market expertise and significant stock ownership. Mr. Cohen intends to continue encouraging management to take such action to improve its board of directors.

Item 5.

Interest in Securities of the Issuer.

(a)–(b) In the aggregate, the reporting persons beneficially own 2,054,046 shares of the issuer's common stock, representing 5.7% of its outstanding shares as calculated pursuant to Rule 13d-3. Set forth below is specified information with respect to shares of the issuer beneficially owned by each of the persons named in this report.

1. Cascoh, Inc. (Barton J. Cohen and A. Baron Cass III each own 50% of this company and may be deemed to share power to vote and dispose of shares owned by it.)

(a) Amount beneficially owned: 1,365,371 (includes 642,793 shares issuable upon exercise of presently exercisable warrants with exercise prices ranging from $3.60 to $3.75 per share)

(b)	Percent of Class: 3.8%
(c)	Number of shares as to which the person has
	(i)	Sole power to vote or to direct the vote - 1,365,371

(ii)	Shared power to vote or to direct the vote - 0

(iii)

Sole power to dispose or to direct the disposition of - 1,365,371

(iv)	Shared power to dispose or to direct the disposition of - 0

2. Sands Partnership No. 1 (Barton J. Cohen and A. Baron Cass III each have a 50% interest in this partnership and may be deemed to share power to vote and dispose of shares owned by it.)

(iii)

Sole power to dispose or to direct the disposition of - 30,000

(iv)	Shared power to dispose or to direct the disposition of – 0

3. Sands Partnership No. 1 Money Purchase Pension Plan and Trust (Barton J. Cohen and A. Baron Cass III are co-trustees and Barton J. Cohen is sole beneficiary and may be deemed to share power to vote and dispose of shares owned by it. A. Baron Cass III disclaims beneficial ownership of these shares.)

(a) Amount beneficially owned: 192,800 (includes 65,000 shares subject to long call options at $5.00 per share)

(b)	Percent of Class: 0.5%
(c)	Number of shares as to which the person has
	(i)	Sole power to vote or to direct the vote - 192,800
	(ii)	Shared power to vote or to direct the vote - 0
	(iii)	Sole power to dispose or to direct the disposition of - 50
	(iv)	Shared power to dipose or to direct the disposition of - 0

4. Prime Petroleum, Inc. Profit Sharing Trust (A. Baron Cass III is sole beneficiary and trustee.)

(a) Amount beneficially owned: 142,250 (includes 65,000 shares subject to call option at $5.00 per share)

(b)	Percent of Class: 0.4%
(c)	Number of shares as to which the person has
	(i)	Sole power to vote or to direct the vote - 142,250
	(ii)	Shared power to vote or to direct the vote - 0
	(iii)	Sole power to dispose or to direct the disposition of - 142,250

		(iv)	Shared power to dispose or to direct the disposition of - 0
5.	A. Baron & Darlene Cass Charitable Foundation
	(a)	Amount beneficially owned: 550
	(b)	Percent of Class: 0.0%
	(c)	Number of shares as to which the person has
		(i)	Sole power to vote or to direct the vote - 550
		(ii)	Shared power to vote or to direct the vote - 0
		(iii)	Sole power to dispose or to direct the disposition of - 50
		(iv)	Shared power to dispose or to direct the disposition of - 0
6.	Barton J. Cohen

(a) Amount beneficially owned: 1,861,246 (includes shares referred to in item 1, 2 and 3 above and 128,559 additional warrants with exercise prices ranging from $3.60 to $3.75 per share)

(b)	Percent of Class: 5.2%
(c)	Number of shares as to which the person has
	(i)	Sole power to vote or to direct the vote - 273,075
	(ii)	Shared power to vote or to direct the vote - 1,588,171

(iii)	Sole power to dispose or to direct the disposition of - 273,075
(iv)	Shared power to dispose or to direct the disposition of -1,588,171

7.	A. Baron Cass III

(a) Amount beneficially owned: 1,780,971 (includes shares shown in items 1, 2, 3, 4 and 5 above)

(b)	Percent of Class: 5.0%
(c)	Number of shares as to which the person has
	(i)	Sole power to vote or to direct the vote - 50,000
	(ii)	Shared power to vote or to direct the vote - 1,588,721

(iii)	Sole power to dispose or to direct the disposition of - 50,000
(iv)	Shared power to dispose or to direct the disposition of - 1,588,721

(c)	Not applicable
(d)	Not applicable
(e)	Not applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except for the warrants and options described in Item 4, there are no contracts, arrangements, understandings or relationships known to any of the undersigned among the persons named in Item 2 or between such persons and any other person with respect to any securities of the issuer.

Item 7.	Material to be filed as Exhibits.
	99.1	Joint Filing Agreement and Power of Attorney
	99.2	Form of Warrants expiring March 1, 2008
	99.3	Form of Warrants expiring November 5, 2008

SIGNATURE

	Cascoh, Inc.
	Sands Partnership No. 1
	Sands Partnership No. 1 Money Purchase
	Pension Plan & Trust
	Prime Petroleum, Inc. Profit Sharing Trust
	A. Baron & Darlene Cass Charitable
	Foundation
	A. Baron Cass III.


Date: March 29, 2006	By: /s/ Barton J. Cohen__________________
	Barton J. Cohen,
	Attorney-in-Fact


Date: March 29, 2006	___/s/ Barton J. Cohen___________________
	Barton J. Cohen

EX-99 2 exhibit991.htm EXHIBIT 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

AND

POWER OF ATTORNEY

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13-D (including amendments thereto) with respect to the Common Stock of FX Energy, Inc. and that this Agreement be included as an Exhibit to such statement.

Each of the undersigned does hereby constitute and appoint Barton J. Cohen as such undersigned’s true and lawful attorney-in-fact to execute for and on behalf of such undersigned any Schedule 13D (and any amendments thereto) which such undersigned is required to file with the United States Securities and Exchange Commission as a result of such undersigned’s ownership of or transactions in securities of FX Energy, Inc. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of such undersigned, is not assuming any of such undersigned’s responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect as to any of the undersigned until such undersigned is no longer required to file reports under Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to such undersigned’s holdings of and transactions in securities issued by FX Energy, Inc, unless earlier revoked by such undersigned in a signed writing delivered to the foregoing attorney-in-fact.

This Joint Filing Agreement and Power of Attorney may be executed at different times and in two or more counterparts, each of which shall be deemed an original but all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the last date set forth below.

SIGNATURE

Date: March 29, 2006	Cascoh, Inc.

	By ___/s/ Barton J. Cohen______________
	President

Date: March 29, 2006	Sands Partnership No. 1

	By ___/s/ Barton J. Cohen______________
	Barton J. Cohen
	General Partner

	By ___/s/ A Baron Cass III_____________
	A. Baron Cass III
	General Partner

Date: March 29, 2006	Sands Partnership No. 1 Money Purchase
	Pension Plan & Trust

	By ___/s/ Barton J. Cohen______________
	Barton J. Cohen
	Co-Trustee

	By ___/s/ A Baron Cass III_____________
	A. Baron Cass III
	Co-Trustee

Date: March 29, 2006	Prime Petroleum, Inc. Profit Sharing Trust

	By ___/s/ A Baron Cass III_____________
	A. Baron Cass III
	Trustee

Date: March 29, 2006	A. Baron & Darlene Cass Charitable
	Foundation

	By ___/s/ A Baron Cass III_____________
	A. Baron Cass III
	Authorized Officer

Date: March 29, 2006	By ___/s/ Barton J. Cohen______________
	Barton J. Cohen

Date: March 29, 2006	By ___/s/ A Baron Cass III_____________
	A. Baron Cass III

EX-99 3 exhibit992.htm EXHIBIT 99.2

EXHIBIT 99.2

Warrant no. o

FX ENERGY, INC.

o Shares

Warrant for the Purchase of Shares of Common Stock, Par Value $0.001;

Void After 5:00 PM Mountain Time on March 1, 2008

These securities have not been registered with the U.S. Securities and Exchange

Commission (the “SEC”) under the Securities Act of 1933, as amended (the

“Securities Act”), and are being offered in reliance on exemptions from registration

provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D

promulgated thereunder and preemption from the registration or qualification

requirements (other than notice filing and fee provisions) of applicable state laws under

the National Securities Markets Improvement Act of 1996.

THIS WARRANT (this “Warrant”) certifies that, for value received, __________, or registered assigns (the “Holder” or “Holders”), is entitled, at any time or from time to time on or after March 1, 2004, and on or before 5:00 p.m. Mountain Time on March 1, 2008, to subscribe for, purchase, and receive ________shares (the “Shares”) of fully paid and nonassessable common stock, par value $0.001 (the “Common Stock”) of FX Energy, Inc., a Nevada corporation (the “Company”). This Warrant is exercisable to purchase the Shares at a price of $3.60 per share (the “Exercise Price”). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Mountain Time on March 1, 2008, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire.

Subject to the terms set forth herein, this Warrant may be assigned by the Holder in whole or in part by execution of the form of assignment attached hereto or may be exercised by the Holder in whole or in part by execution of the form of exercise attached hereto and payment of the Exercise Price in the manner described above, all subject to the terms hereof.

1. Exercise of Warrants. The Holder shall have the rights of a stockholder only with respect to Shares fully paid for by the Holder under this Warrant. On the exercise of all or any portion of this Warrant in the manner provided above, the Holder exercising the same shall be deemed to have become a Holder of record of the Shares as to which this Warrant is exercised for all purposes, and certificates for the securities so purchased shall be delivered to the Holder within a reasonable time, but in no event longer than 10 days after this Warrant shall have been exercised as set forth above. If this Warrant shall be exercised in respect to only a part of the Shares covered hereby, the Holder shall be entitled to receive a similar Warrant of like tenor and date covering the number of Shares with respect to which this Warrant shall not have been exercised.

2. Assignment of Warrants. In the event this Warrant is assigned in the manner provided herein, the Company, upon request and upon surrender of this Warrant by the Holder at the principal office of the Company accompanied by payment of all transfer taxes, if any, payable in connection therewith, shall transfer this Warrant on the books of the Company. If the assignment is in whole, the Company shall execute and deliver a new Warrant or Warrants of like tenor to this Warrant to the appropriate assignee expressly

evidencing the right to purchase the aggregate number of Shares purchasable hereunder; and if the assignment is in part, the Company shall execute and deliver to the appropriate assignee a new Warrant or Warrants of like tenor expressly evidencing the right to purchase the portion of the aggregate number of Shares as shall be contemplated by any such agreement, and shall concurrently execute and deliver to the Holder a new Warrant of like tenor to this Warrant evidencing the right to purchase the remaining portion of the Shares purchasable hereunder that have not been transferred to the assignee.

3. Fully Paid Shares. The Company covenants and agrees that the Shares that may be issued on the exercise of this Warrant will, on issuance pursuant to the terms of this Warrant, be fully paid and nonassessable, free from all taxes, liens, and charges with respect to the issue thereof, and not issued in violation of the preemptive or similar right of any other person. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will have authorized and reserved a sufficient number of Shares of Common Stock to provide for the exercise of the rights represented by this Warrant.

4.	Adjustment of Exercise Price and Number of Shares.

(a)	Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows:

(i) In the event the Company shall declare a dividend or make any other distribution on any capital stock of the Company payable in Common Stock, rights to purchase Common Stock, or securities convertible into Common Stock, or shall subdivide its outstanding shares of Common Stock into a greater number of shares or combine such outstanding stock into a smaller number of shares, then in each such event, the number of Shares subject to this Warrant shall be adjusted so that the Holder shall be entitled to purchase the kind and number of Shares of Common Stock or other securities of the Company that it would have owned or have been entitled to receive after the happening of any of the events described above, had such Warrant been exercised immediately prior to the happening of such event or any record date with respect thereto; an adjustment made pursuant to this subsection (a) shall become effective immediately after the effective date of such event retroactive to the record date for such event.

(ii) No adjustment in the number of Shares purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least 1% in the number of Shares purchasable on the exercise of this Warrant; provided, however, that any adjustments that by reason of this subsection (a) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(iii) Whenever the number of Shares purchasable on the exercise of this Warrant is adjusted, as herein provided, the Exercise Price payable on exercise shall be adjusted by multiplying the Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Shares purchasable on the exercise of this Warrant immediately prior to such adjustment and the

denominator of which shall be the number of Shares so purchasable immediately thereafter.

(iv) Whenever the number of Shares purchasable on the exercise of this Warrant or the Exercise Price of such Shares is adjusted, as herein provided, the Company shall cause to be promptly mailed by first class mail, postage prepaid, to the Holder of this Warrant notice of such adjustment or adjustments and shall deliver a resolution of the board of directors of the Company setting forth the number of Shares purchasable on the exercise of this Warrant and the Exercise Price of such Shares after such adjustment, setting forth a brief statement of the facts requiring such adjustment, together with the computation by which such adjustment was made. Such resolution, in the absence of manifest error, shall be conclusive evidence of the correctness of adjustment.

(v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

(b)

No Adjustment in Certain Cases. No adjustments shall be made in connection with: (i) the issuance of any Shares on the exercise of this Warrant; (ii) the conversion of shares of Preferred Stock; (iii) the exercise or conversion of any rights, options, warrants, or convertible securities containing the right to purchase or acquire Common Stock; (iv) the issuance of additional Shares or other securities on account of the anti-dilution provisions contained in or relating to this Warrant or any other option, warrant, or right to acquire Common Stock; (v) the purchase or other acquisition by the Company of any shares of Common Stock, evidences of its indebtedness or assets, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock; or (vi) the sale or issuance by the Company of any shares of Common Stock, evidences of its indebtedness or assets, or rights, options, warrants, or convertible securities containing the right to subscribe for or purchase Common Stock or other securities pursuant to options, warrants, or other rights to acquire Common Stock or other securities.

5. Notice of Certain Events. In the event of: (a) any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof who are entitled to receive any dividends or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other rights; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any transfer of all or substantially all of the assets of the Company to any other person, or any consolidation, share exchange, or merger involving the Company; or (c) any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company will mail to the Holder(s) of this Warrant, at least 20 days prior to the earliest date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, or right; the amount and character of such dividend, distribution, or right; or the date on which any such reorganization, reclassification, transfer, consolidation, share exchange, merger, dissolution, liquidation, or winding up of the Company will occur and the terms and conditions of such transaction or event.

6. Limitation of Transfer. Subject to the restrictions set forth in paragraph 7 hereof, this Warrant is transferable at the offices of the Company. On such transfer, every Holder hereof agrees that the Company may deem and treat the registered Holder(s) of this Warrant as the true and lawful owner(s) thereof for all purposes, and the Company shall not be affected by any notice to the contrary.

7. Disposition of Warrants or Shares. Each registered owner of this Warrant, by acceptance hereof, agrees for itself and any subsequent owner(s) that, before any disposition is made of any Warrants or Shares of Common Stock, the owner(s) shall give written notice to the Company describing briefly the manner of any such proposed disposition. No such disposition shall be made unless and until: (a) the Company has received written assurances from the proposed transferee confirming a factual basis for relying on exemptions from registration under applicable federal and state securities laws for such transfer or an opinion from counsel for the Holder(s) of the Warrants or Shares stating that no registration under the Securities Act or applicable state statute is required with respect to such disposition; or (b) a registration statement under the Securities Act has been filed by the Company and declared effective by the SEC covering such proposed disposition and the disposition has been registered or qualified, or is exempt therefrom, under the state having jurisdiction over such disposition.

8. Restricted Securities; Registration of Securities. The Holder acknowledges that this Warrant is, and that the Shares issuable on exercise hereof will be, “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. Accordingly, this Warrant must be taken for investment and held indefinitely and may not be exercised or converted unless subsequently registered under the Securities Act and/or comparable state securities laws or unless an exemption from such registration is available. Likewise, any Shares issued on exercise of this Warrant must be taken for investment and held indefinitely and may not be resold unless such resale is registered under the Securities Act and/or comparable state securities laws or unless an exemption from such registration is available. A legend to the foregoing effect shall be placed conspicuously on the face of all certificates for Shares issuable on exercise of this Warrant. The Company has agreed to register the resale of such Shares in certain circumstances, as set forth in that certain Registration Rights Agreement dated March 12, 2003, by and between the Company and the Holder.

9. Reports under Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell the Shares issuable on exercise of this Warrant, the Company shall, until such Shares may be resold pursuant to the provisions of Rule 144(k) or any similar provision: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934; and (c) furnish to any Holder, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Securities Exchange Act of 1934, or that it qualifies as a registrant whose securities may be resold pursuant to Form S 2 or Form S 3; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

10. Transfer of Registration Rights. The registration rights provided under the Registration Rights Agreement dated March 12, 2003, and all related obligations under this Warrant, shall automatically be transferred to and binding on any transferee or assignee of the Shares; provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Warrant; (c) the transfer or assignment is in compliance with the Securities Act and applicable state securities law or an exemption from the registration requirements of the Securities Act and applicable state securities laws; and (d) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

11. Governing Law. This Warrant shall be construed under and be governed by the laws of the state of Nevada.

12. Notices. Any notice, demand, request or other communication permitted or required under this Warrant shall be in writing and shall be deemed to have been given (a) as of the date so delivered, if personally served; (b) as of the date so sent, if transmitted by facsimile and receipt is confirmed by the facsimile operator of the recipient; (c) as of the date of sent, if sent by electronic mail and receipt is acknowledged by the recipient; (d) one day after the date so sent, if delivered by overnight courier service; or (e) three days after the date so mailed, if mailed by certified mail, return receipt requested, if to the Company, to FX Energy, Inc., 3006 Highland Drive, Suite 206, Salt Lake City, Utah 84106, telephone no. (801) 486-5555, telecopy no. (801) 486-5575, and if to the Holder, at the address on the Warrant transfer register maintained by the Company, or such other addresses, facsimile numbers, or electronic mail address as shall be furnished in writing by any party in the manner for giving notices hereunder.

13. Loss, Theft, Destruction, or Mutilation. Upon receipt by the Company of reasonable evidence of the ownership of and the loss, theft, destruction, or mutilation of this Warrant, the Company will execute and deliver, in lieu thereof, a new Warrant of like tenor.

14. Taxes. The Company will pay all taxes in respect of the issue of this Warrant or the Shares issuable upon exercise thereof.

Dated October 29, 2003	FX ENERGY, INC.	Attest.

	By __________________	By ____________________
	David N. Pierce, President	Scott J. Duncan, Secretary

Assignment

TO:	FX ENERGY, INC.

FOR VALUE RECEIVED, the Holder(s) does(do) hereby sell, assign, and transfer unto ___________________________ the within Warrant right to purchase and does hereby irrevocably constitute and appoint ______________________________, attorney, to transfer such right on the books of the Company, with full power of substitution in the premises.

Dated __________________

Signature: __________________

Signature Guaranteed

Exercise

TO:	FX ENERGY, INC.

The undersigned, the owner of the within Warrant, hereby irrevocably elects to exercise the purchase rights represented by the Warrant for, and to purchase thereunder, _______ shares of Common Stock of FX Energy, Inc., and herewith makes payment of $_________ therefor. Please issue the shares of Common Stock as to which this Warrant is exercised in accordance with the instructions set forth separately and, if the Warrant is being exercised with respect to less than all of the Shares to which it pertains, prepare and deliver a new Warrant of like tenor for the balance of the Shares purchasable under the attached Warrant.

Dated __________________

Signature: __________________

Signature Guaranteed

EX-99 4 exhibit993.htm EXHIBIT 99.3

EXHIBIT 99.3

Warrant no. o

FX ENERGY, INC.

o Shares

Warrant for the Purchase of Shares of Common Stock, Par Value $0.001; Void After 5:00 PM Mountain Time on November 5, 2008

These securities have not been registered with the U.S. Securities and Exchange

Commission (the “SEC”) under the Securities Act of 1933, as amended (the

“Securities Act”), and are being offered in reliance on exemptions from registration

provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D

promulgated thereunder and preemption from the registration or qualification

requirements (other than notice filing and fee provisions) of applicable state laws under

the National Securities Markets Improvement Act of 1996.

THIS WARRANT (this “Warrant”) certifies that, for value received, o, or registered assigns (the “Holder” or “Holders”), is entitled, at any time or from time to time on or after November 5, 2004, and on or before 5:00 p.m. Mountain Time on November, 2008, to subscribe for, purchase, and receive o shares (the “Shares”) of fully paid and nonassessable common stock, par value $0.001 (the “Common Stock”) of FX Energy, Inc., a Nevada corporation (the “Company”), at a price of $3.75 per share (the “Exercise Price”). The number of Shares to be received on exercise of this Warrant and the Exercise Price may be adjusted on the occurrence of certain events as described herein. If the rights represented hereby are not exercised by 5:00 p.m. Mountain Time on November 5, 2008, this Warrant shall automatically become void and of no further force or effect, and all rights represented hereby shall cease and expire.

4.	Adjustment of Exercise Price and Number of Shares.

(a)	Adjustment of Exercise Price and Number of Shares. The number of Shares purchasable on the exercise of this Warrant and the Exercise Price shall be adjusted appropriately from time to time as follows:

denominator of which shall be the number of Shares so purchasable immediately thereafter.

(v) All such adjustments shall be made by the board of directors of the Company, which shall be binding on the Holder in the absence of demonstrable error.

(b)

5. Notice of Certain Events. In the event of: (a) any taking by the Company of a record of the holders of any class of securities of the Company for the purpose of determining the holders thereof that are entitled to receive any dividends or other distribution, or any right to subscribe for, purchase, or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other rights; (b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any transfer of all or substantially all of the assets of the Company to any other person, or any consolidation, share exchange, or merger involving the Company; or (c) any voluntary or involuntary dissolution, liquidation, or winding up of the Company, the Company will mail to the Holder(s) of this Warrant, at least 20 days prior to the earliest date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution, or right; the amount and character of such dividend, distribution, or right; or the date on which any such reorganization, reclassification, transfer, consolidation, share exchange, merger, dissolution, liquidation, or winding up of the Company will occur and the terms and conditions of such transaction or event.

8. Restricted Securities; Registration of Securities. The Holder acknowledges that this Warrant is, and that the Shares issuable on exercise hereof will be, “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. Accordingly, this Warrant must be taken for investment and held indefinitely and may not be exercised or converted unless subsequently registered under the Securities Act and/or comparable state securities laws or unless an exemption from such registration is available. Likewise, any Shares issued on exercise of this Warrant must be taken for investment and held indefinitely and may not be resold unless such resale is registered under the Securities Act and/or comparable state securities laws or unless an exemption from such registration is available. A legend to the foregoing effect shall be placed conspicuously on the face of all certificates for Shares issuable on exercise of this Warrant. The Company has agreed to register the resale of such Shares in certain circumstances, as set forth in the separate Registration Rights Agreement entered into between the Company and the Holder.

9. Reports under Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell the Shares issuable on exercise of this Warrant, the Company shall, until such Shares may be resold pursuant to the provisions of Rule 144(k) or any similar provision: (a) make and keep public information available, as those terms are understood and defined in SEC Rule 144; (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Securities Exchange Act of 1934; and (c) furnish to any Holder, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144, the Securities Act and the Securities Exchange Act of 1934, or that it qualifies as a registrant whose securities may be resold pursuant to Form S-2 or Form S-3; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

10. Transfer of Registration Rights. The registration rights provided under the separate Registration Rights Agreement entered into between the Company and the Holder, and all related obligations under this Warrant, shall automatically be transferred to and binding on any transferee or assignee of the Shares; provided that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Warrant; (c) the transfer or assignment is in compliance with the Securities Act and applicable state securities law or an exemption from the registration requirements of the Securities Act and applicable state securities laws; and (d) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

11. Governing Law. This Warrant shall be construed under and be governed by the laws of the state of Nevada.

14. Taxes. The Company will pay all taxes in respect of the issue of this Warrant or the Shares issuable upon exercise thereof.

Dated November 5, 2003	FX ENERGY, INC.	Attest.

	By ____________________	By ____________________
	David N. Pierce, President	Scott J. Duncan, Secretary

Assignment

TO:	FX ENERGY, INC.

Dated _______________________

Signature: _______________________

Signature Guaranteed

Exercise

TO:	FX ENERGY, INC.

Dated _______________________

Signature: _______________________

Signature Guaranteed

-----END PRIVACY-ENHANCED MESSAGE-----

Amount beneficially owned: 30,000

Percent of Class: 0.08%

Number of shares as to which the person has

Sole power to vote or to direct the vote - 30,000

Shared power to vote or to direct the vote - 0