0001002014-17-000182.txt : 20170906 0001002014-17-000182.hdr.sgml : 20170906 20170906171255 ACCESSION NUMBER: 0001002014-17-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170905 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170906 DATE AS OF CHANGE: 20170906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Amazing Energy Oil & Gas, Co. CENTRAL INDEX KEY: 0001375618 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 820290112 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52392 FILM NUMBER: 171072062 BUSINESS ADDRESS: STREET 1: 701 SOUTH TAYLOR STREET STREET 2: SUITE 470, LB 113 CITY: AMARILLO STATE: TX ZIP: 79101 BUSINESS PHONE: 855-448-1922 MAIL ADDRESS: STREET 1: 701 SOUTH TAYLOR STREET STREET 2: SUITE 470, LB 113 CITY: AMARILLO STATE: TX ZIP: 79101 FORMER COMPANY: FORMER CONFORMED NAME: GOLD CREST MINES INC DATE OF NAME CHANGE: 20060915 8-K 1 amaz8k-09052017.htm AMAZING ENERGY OIL AND GAS, CO. FORM 8-K (09/05/2017)





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
September 5, 2017 (September 5, 2017)

AMAZING ENERGY OIL AND GAS, CO.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

000-52392
(Commission File No.)

701 S Taylor Street
Suite 470, LB 113
Amarillo, Texas 79101
(Address of principal executive offices and Zip Code)

(855) 448-1922
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[   ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 


ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS.

On September 5, 2017, Willard McAndrew III was elected our Board of Directors. Mr. McAndrew III, 62, has had forty-seven years of experience in the energy industry from field operations to refining. Since December 2006 Mr. McAndrew has served as the Chairman, CEO and President of Xtreme Oil & Gas, Inc. He began his career in 1969, gaining experience working for Hercules Drilling Company as a roustabout in South Louisiana. Mr. McAndrew attended Louisiana State University and severed honorably in the United States Marine Corps. Later, he joined Exxon Corporation Refinery's Distillation and Specialties division in Baton Rouge, Louisiana, becoming the fourth generation in his family to work for Exxon.  Mr. McAndrew has served as President and owner of several small companies that were involved in all phases of the oil and gas business from drilling, reworking, completion, leases etc. He has been a consultant since 1990 to companies and is responsible for the structure, formation and marketing of partnerships and energy financing. Mr. McAndrew was the COO and Director of Torchlight Energy Resources, Inc. (NASDAQ: TRCH) for three years from September 2013 to October 2016.

On the same date, Edward Devereaux was elected to our Board of Directors. Mr. Devereaux has more than 45 years of experience in the financial services & investment banking industries. In the 1970 and 1980's he worked as an investment advisor and investment banker for national investment firms headquartered in New York. Between the late 1990's and mid 2000's, Mr. Devereaux served as President of both a mutual fund company in California and a New York based real estate investment trust (REIT). In 2007, Mr. Devereaux formed an investment banking consulting firm serving the retail brokerage and Registered Investment Advisory (RIA) communities. In 2013, he became a member of the board of directors for a public oil and gas exploration and production company located in Dallas where he served as Chairman of the company's audit committee until 2017. From 2016 to present, he has held a staff position at a Southwestern regional investment. Mr. Devereaux has participate in raising over $10 billion of investment capital in his career. Mr. Devereaux has a Bachelor of Arts Degree from Hofstra University.

On the same date, Rolf Berg was elected to our Board of Directors. He founded Infinitive, Inc., a manufacturing "job shop," in 1979. Mr. Berg's business grew from the 1980's to late 2000's handling multiple products associated to large diesel engines and supported an original equipment manufacturer (OEM) as well as a large after-market provider until 2009. Mr. Berg is currently a supplier to Class 1 railroads and short lines in both the United States and Internationally. His interests include aviation, aeronautics, photography and SCUBA. Mr. Berg holds multiple ratings for fixed-wing land, sea and helicopter operation.

Mr. McAndrew, Mr. Deveraux, and Mr. Berg have no current or previous family relationship with us.


ITEM 7.01
REGULATION FD DISCLOSURE

On September 5, 2017, we announced the election of three new members to our Board of Directors.

-2-


ITEM 9.01
EXHIBITS

Exhibits
Document Description
 
 
99.1
Press Release





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated this 5th day of September 2017.

 
AMAZING ENERGY OIL AND GAS, CO.
     
     
 
BY:
WILLARD McANDREW III
   
Willard McAndrew III, Chief Executive Officer







-3-
EX-99.1 2 exh99-1.htm PRESS RELEASE
Exhibit 99.1

Amazing Energy Appoints Three New Members to its Board of
Directors and Strengthens Controls

AMARILLO, TX / September 5, 2017 / Amazing Energy Oil and Gas Co. (OTCQX: AMAZ) ("Amazing", "Amazing Energy", or "the Company"), today announced that it has elected three new members to the Company's Board of Directors. Amazing has elected Mr. Willard G. McAndrew, III the Company's CEO, Mr. Edward Devereaux and Mr. Rolf Berg as new members of Amazing's Board of Directors.

"We are pleased to welcome Misters McAndrew, Devereaux and Berg to Amazing's Board of Directors," stated Jed Miesner, Amazing's Chairman. "With over a century of combined experience, these gentlemen bring valuable insight and guidance to directing the future of Amazing Energy. We look forward to their influence as we continue to grow our corporate platform and controls."

Mr. McAndrew has 44 years of experience in the oil and gas industry specializing in management and field operations. Most recently, Mr. McAndrew served as an Officer and Director for three years for Torchlight Energy, Inc. (a NASDAQ company) Mr. McAndrew has served as President and owner of several companies involved in all phases of the oil and gas business from prospect acquisitions, drilling and/or completion. He has acted as a strategic consultant to both private and public companies and is responsible for the structure, formation, funding and marketing of multiple partnerships and joint-venture oil and gas financings.

Mr. Edward Devereaux has more than 45 years of experience in the financial services & investment banking industries. In the 1970 and 1980's he worked as an investment advisor and investment banker for national investment firms headquartered in New York. Between the late 1990's and mid 2000's, Mr. Devereaux served as President of both a mutual fund company in California and a New York based real estate investment trust (REIT). In 2007, Mr. Devereaux formed an investment banking consulting firm serving the retail brokerage and Registered Investment Advisory (RIA) communities. In 2013, he became a member of the board of directors for a public oil and gas exploration and production company located in Dallas where he served as Chairman of the company's audit committee until 2017. From 2016 to present, he has held a staff position at a Southwestern regional investment. Mr. Devereaux has participated in raising over $10 billion of investment capital in his career. Mr. Devereaux has a Bachelor of Arts Degree from Hofstra University.

Mr. Rolf Berg brings a wealth of business and management experience to Amazing's Board of Directors. He founded Infinitive, Inc., a manufacturing "job shop," in 1979. Mr. Berg's business grew from the 1980's to late 2000's handling multiple products associated to large diesel engines and supported an original equipment manufacturer (OEM) as well as a large after-market provider until 2009. Mr. Berg is currently a supplier to Class 1 railroads and short lines in both the United States and Internationally. His interests include aviation, aeronautics, photography and SCUBA. Mr. Berg holds multiple ratings for fixed-wing land, sea and helicopter operation.

About Amazing Energy Oil and Gas

Amazing Energy Oil and Gas, Co. is an independent oil and gas exploration and production company based in Amarillo, TX. The Company's primary leasehold is in the Permian Basin of West Texas working within a 70,000 acre leasehold in Pecos County, TX. The Company primarily engages in the exploration, development, production and acquisition of oil and natural gas properties. Amazing Energy's operations are currently focused in Texas.


Investor Relations Contact
Derek Gradwell
MZ Group
SVP Natural Resources
Phone: 512-270-6990
Email: dgradwell@mzgroup.us
Web: www.mzgroup.us










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