UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
(RULE 14C-101)
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(C)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive information statement
AUSTRALIAN OIL & GAS CORPORATION
--------------------------------
(Name of Registrant as Specified in its Charter)
Payment of filing fee (check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Note. Where any item, other than Item 4, calls for information with respect to
any matter to be acted upon at the meeting or, if no meeting is being held, by
written authorization or consent, such item need be answered only with respect
to proposals to be made by the registrant. Registrants and acquirees that meet
the definition of "small business issuer" under Rule 12b-2 of the Exchange Act
shall refer to the disclosure items in Regulation S-B and not Regulation S-K. If
there is no comparable disclosure item in Regulation S-B, small business issuers
need not provide the information requested. Small business issuers shall provide
the financial information in Item 310 of Regulation S-B in lieu of any financial
statements required by item 1 of Rule 14c-101.
AUSTRALIAN OIL & GAS CORPORATION
2480 North Tolemac Way
Prescott, Arizona, 86305, USA
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 28, 2006
TO THE STOCKHOLDERS:
The 2006 annual meeting of stockholders of Australian Oil & Gas Corporation will
be held at the Company's Melbourne office at Level 25, 500 Collins Street,
Melbourne, Victoria, Australia on July 28, 2006, beginning at 11:00 am
(Australian Eastern Standard Time). At the meeting, the stockholders of the
Company will act on the following:
(1) To elect the three directors for a one-year term until the next Annual
Meeting or until their successors are duly elected and qualified;
(2) To transact such other business as may properly come before the
meeting.
Only stockholders of record of our common stock at the close of business on June
19, 2006, the record date, are entitled to vote at the meeting or any
postponements or adjournments of the meeting.
All stockholders are cordially invited to attend the Annual Meeting in person.
THE BOARD OF DIRECTORS IS NOT SOLICITING PROXIES AND YOU ARE REQUESTED NOT TO
SEND A PROXY.
By order of the Board of Directors
/s/ E.Geoffrey Albers
---------------------
E.Geoffrey Albers, President,
Chief Executive Officer and
Corporate Secretary
June 23, 2006
AUSTRALIAN OIL & GAS CORPORATION
2480 North Tolemac Way
Prescott, Arizona, 86305, USA
INFORMATION STATEMENT
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement contains information related to the annual meeting of
stockholders of Australian Oil & Gas Corporation ("AOGC" or the "Company") to be
held on Friday, July 28, 2006, beginning at 11:00 am (Australian Eastern
Standard Time), at the Company's Melbourne office. Proxies are NOT being
solicited by the Company. The approximate date on which this Information
Statement is being first sent to security holders is June 23, 2006.
VOTING INFORMATION
Only holders of record of the Company's common stock as of June 19, 2006 shall
be entitled to vote at the annual stockholders meeting on the basis of one vote
for each share held. As of June 19, 2006, there were 29,800,528 shares of AOGC
common stock outstanding. The presence, either in person or by proxy, of a
majority of the total number of shares of common stock outstanding on the record
date is necessary to constitute a quorum and to transact such matters as come
before the Annual Meeting.
Since the current members of the Board of Directors own, in the aggregate, more
than 50% of the outstanding shares, a quorum is available without the Company
incurring the expense of soliciting proxies. All stockholders of record on the
record date are entitled to attend the meeting and vote their shares personally
or through their own legally constituted proxy.
E. Geoffrey Albers will tabulate all votes cast in person or by proxy at the
Annual Meeting.
A stockholder who abstains from voting on any or all proposals will be included
in the number of stockholders present at the meeting for the purpose of
determining the presence of a quorum. Abstentions and broker non-votes will not
be counted either in favor of or against the election of nominees or other
proposals.
ELECTION OF DIRECTORS
The affirmative vote of a plurality of the votes cast at the meeting is required
for the election of the directors. Members of the Board of Directors holding,
directly or indirectly, more than 50% of the outstanding shares have announced
their intention to vote for the three nominees identified in this Information
Statement. Accordingly, the three nominees will be re-elected to the Board of
Directors.
The board met five times in 2005 and all three directors nominated below
attended each meeting.
NOMINEES
Three directors are to be elected at the Annual Meeting, each to hold office
until the next annual meeting of stockholders and until his successor is elected
and qualified.
The following table sets forth certain information furnished to the Company
regarding the persons who are nominees for election as directors of the Company.
Name Age Position
---------------------- --- ---------------------------
Ernest Geoffrey Albers 61 President and Director
William Ray Hill 55 Vice President and Director
Mark Anthony Muzzin 43 Vice President and Director
E. Geoffrey Albers has been our President and Treasurer and a director since
August 2003. Mr. Albers is a company director with over 30 years experience as a
lawyer and administrator in corporate law, petroleum exploration and resource
sector investment. During this period Mr Albers has sponsored the formation of
companies that have made the original Maari (Moki) oilfield discovery in New
Zealand, the Yolla Gas/Condensate discovery in Bass Strait, the Evans Shoal
gasfield discovery/appraisal in the Timor Sea and the SE Gobe oilfield
development in Papua New Guinea. Mr Albers is Chairman of Rocky Mountain
Minerals, Inc., and Octanex NL. He is a director of Bass Strait Oil Company Ltd
and various other private and public companies. He is a member of the Petroleum
Exploration Society of Australia and a member of the APPEA Exploration Committee
and a Fellow of the Institute of Directors in Australia.
W. Ray Hill has been a director of the Company since August 2003. Mr. Hill
founded Rocky Mountain Minerals, Inc. in 1978 and is currently President and
director. Mr. Hill is President and Director of The Zonia Company, an Arizona
real estate development company. Mr. Hill is the founder and President of
Geowest Corporation, which is involved in the development of a solid waste
construction and demolition landfill. In 1988 Mr. Hill founded Citizens Recycle
& Collection, a solid waste hauling and Transfer Company, which was acquired by
Waste Management, Inc. in 1996.
Mark A Muzzin was appointed a director of the Company on November 16, 2005. Mr
Muzzin has had over 19 years of commercial experience and holds a B.A. degree
from Latrobe University, Melbourne, Australia. His career commenced in the mid
eighties at a London stock broking firm and has consulted for two of the major
banks in Australia in the share custodian area. He has been involved in many
capital raising activities for resource companies in Australia and is a
consultant for various oil and gas companies. He is a director of a number of
Australian public and private companies. He is Managing Director of Goldsborough
Limited and is a member of the Petroleum Exploration Society of Australia.
DIRECTORS' COMPENSATION
The members of the Board of Directors do not receive any cash compensation for
their service as directors.
COMMITTEES
The Company does not have a standing audit, nominating or compensation
committee. These functions are fulfilled by the Board of Directors. The Company
believes that, because of the small size of the Board, all of these functions
can be efficiently performed at the Board of Directors level. All directors
participate in the consideration of director nominees.
Prior to his resignation from the board of directors in November 2005, David B.
Hill qualified as an "audit committee financial expert" under Item 401(e) of
Regulation S-K because of his experience and credentials as a certified public
accountant. However, since Mr. Hill's resignation from the Board, we do not have
an audit committee financial expert serving on our Board of Directors because no
current member of the Board has the requisite experience and education to
qualify as an audit committee financial expert as defined in Item 401 of
Regulation S-B and because we are a start up oil and gas exploration company
with no revenues to date. However, in the future the current members of the
Board intend to consider such qualifications in making future nominations of
persons to join our board of directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires that directors and officers of the
Company and persons who beneficially own more than 10% of the common stock file
with the SEC initial reports of beneficial ownership and reports of changes in
beneficial ownership of the common stock of the Company. Directors, officers and
greater than 10% beneficial owners are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of Forms 3 and 4 furnished to the Company, the
Company is not aware of any director, officer, or beneficial owner of more than
ten percent of the common stock of the Company, who failed to file, on a timely
basis, reports required by Section 16(a) of the Securities Exchange Act of 1934,
except that E. Geoffrey Albers failed to timely file a Form 4 for his December
22, 2005 acquisition of shares from the Company.
COMMUNICATIONS WITH DIRECTORS
Stockholders may communicate in writing with any of the Company's directors by
sending such written communication to Mark Muzzin, Director, at the Company's
principal executive offices, Level 25, 500 Collins Street, Melbourne, Victoria,
3000 Australia. Copies of any written communications received at such address
will be provided to the relevant director or directors.
CODE OF ETHICS
Because we are a start up oil and gas exploration company with no revenues to
date, we have not yet adopted a Code of Ethics as defined in Item 406 of
Regulation S-K. The Board of Directors intends, however, to adopt a code of
ethics for its principal executive, financial and accounting officers on or
before December 31, 2006 and will file the code of ethics as an exhibit to the
Company next annual report on Form 10-KSB.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the annual and
long-term compensation of the person serving as our chief executive officer
since his appointment in August 2003. No other executive officers received
annual compensation in excess of $100,000 during that time.
Securities/
Other Annual Underlying All Other
Name and Principal Position Year Salary Compensation Options Compensation
---------------------------- ---- ------ ------------ ------- ------------
E. Geoffrey Albers, 2005 -0- -0- -0- * $250,000
Chief Executive Officer 2004 -0- -0- -0-
2003 -0- -0- -0-
* Represents the value of the 2,500,000 shares issued on December 22, 2005, @ 10
cents per share, to E. Geoffrey Albers, for compensation described herein. The
shares were issued pursuant to a private placement in reliance on Section 4(2)
of the Securities Act of 1933.
Option Grants in the Last Fiscal Year
-------------------------------------
The Company does not have a stock option plan and has not granted any options
during the last fiscal year.
Fiscal Year-End Option Numbers and Values
-----------------------------------------
The Company does not have a stock option plan and has not granted any options
during the last fiscal year.
Equity Compensation Plan Information
------------------------------------
The Company does not have a stock option plan and has not granted any options
during the last fiscal year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of June 19, 2006, certain information with
respect to the beneficial ownership of shares of common stock by (i) an officer
of our company, (ii) each director of our company, (iii) each person known to us
to be the beneficial owner of more than 5 percent of our outstanding shares of
common stock, and (iv) our directors and executive officers as a group.
Number
Beneficial Owner of Shares (1) Percent of Class (2)
---------------- ------------- --------------------
Ernest Geoffrey Albers (3) 15,800,000 53.0
William Ray Hill 100,000 0.36
Mark Anthony Muzzin Nil 0.00
All officers and directors as a 15,900,000 53.36%
group (3 persons)
(1) The number of shares and the percentage of the class beneficially owned by
the entities above is determined under rules promulgated by the SEC and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual has sole or shared voting power or investment
power and also any shares which the individual has the right to acquire
within 60 days through the exercise of any stock option or other right. The
inclusion herein of such shares, however, does not constitute an admission
that the named stockholder is a direct or indirect beneficial owner of such
shares. Unless otherwise indicated, each person or entity named in the
table has sole voting power and investment power (or shares such power with
his or her spouse) with respect to all shares of capital stock listed as
beneficially owned by such person or entity.
(2) Percentages are based upon the total 29,800,528 outstanding shares of
Common Stock combined with the number of shares of Common Stock
beneficially owned by each person or entity.
(3) Includes shares of common stock registered in the names of Mr. Albers'
family members and affiliates.
On May 4, 2005, the Company entered into a deed with respect to the terms of
appointment of E. Geoffrey Albers as Chairman of directors and as an executive
officer of the Company. A copy of the deed was filed as an exhibit (10.3) in the
Company's annual report on Form 10-KSB for the year ended December 31, 2005. The
Board of Directors decided, due to the Company's limited capital resources, that
E. Geoffrey Albers be remunerated by way of the issuance of common stock in lieu
of cash payments E. Geoffrey Albers was issued with 2,500,000 shares of common
stock for his services between January 1, 2005 to December 31, 2005. A further
2,000,000 shares of common stock are to be issued to him for his services
between January 1, 2006, and December 31, 2006 and a further 1,500,000 shares of
common stock are to be issued for his services for the period from January 1,
2007 to 31 December, 2007.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Set forth below is information regarding transactions between executive
officers, directors and significant shareholders of the Company since January 1,
2004.
Some of our directors and officers are engaged in various aspects of oil and gas
exploration and development for their own account and through other entities in
which they are directors and or shareholders. Furthermore, certain of our
directors and officers are involved in transactions with the Company. We have no
policy prohibiting, nor does our Certificate of Incorporation prohibit,
transactions between the Company and our officers and directors. We may enter
into cost-sharing arrangements with respect to the drilling of the Company's oil
and gas properties. Directors and officers may participate, from time to time,
in these arrangements and such transactions may be on a non-promoted basis
(actual costs), although they have participated mainly on a promoted basis, but
must be approved by a majority of the disinterested directors of the Board of
Directors.
E. Geoffrey Albers, the President and a director, and Mark A Muzzin, a director,
each have interests in certain of the oil and gas properties under option to the
Company. The affiliates paid for their proportionate share of all costs to
acquire, develop and operate these properties.
E. Geoffrey Albers is a director and shareholder of each of Great Missenden
Holdings Pty Ltd and of Setright Oil & Gas Pty Ltd. Effective from April 4,
2005, in return for the previous advances of $212,000, the Company issued to
Great Missenden Holdings Pty Ltd 212 Series I Convertible Notes of $1,000 each,
with an interest coupon of 10% per annum, convertible into shares of Common
Stock at any time on or before December 31, 2007 on the basis of 12,500 shares
of Common Stock for every $1,000 Convertible Note or part thereof. Effective
from April 26, 2005, Great Missenden Holdings Pty Ltd approved a further
$100,000 Line of Credit to the Company in return for the issue to Great
Missenden Holdings of 100 Series II Convertible Notes of $1,000 each with an
interest rate of 10% per annum, convertible into shares of Common Stock at any
time on or before 31 December, 2008 on the basis of 10,000 shares of Common
Stock for every $1,000 Series II Convertible Notes or part thereof. As at
December 31, 2005, an amount of $38,000 had been drawn down pursuant to the
$100,000 Line of Credit, which were converted into these Series II Notes. A
total charge of $6,165 by way of interest on all advances from Great Missenden
Holdings Pty Ltd was incurred during the quarter. For the quarter ended December
31, 2005, Setright Oil & Gas Pty Ltd charged the Company $5,525 for the
provision of accounting and administrative services rendered by third parties
for the benefit of the Company, but not including services rendered by E.
Geoffrey Albers, who is remunerated separately. At December 31, 2005, an
aggregate amount of $20,845 was recorded as a liability to Setright Oil & Gas
Pty Ltd.
As the Company's capital resources are limited, the Company remunerates E.
Geoffrey Albers by the issue of common stock in lieu of cash payments.
Specifically, during the fourth quarter 2005, the Company issued 2,500,000
shares of common stock to E. Geoffrey Albers for his services in relation for
the period January 1, 2005, to December 31, 2005. A further 2,000,000 shares of
common stock are to be issued to him for his services between January 1, 2006,
and December 31, 2006 and a further 1,500,000 shares of common stock are to be
issued for his services for the period from January 1, 2007 to 31 December,
2007.
We also have the use of premises in Australia at Level 25, 500 Collins Street,
Melbourne, Victoria. The office space is taken on a nonexclusive basis, with no
rent payable, but the usage of the premises is included in the charges Setright
Oil & Gas Pty Ltd makes in respect to the administration of the Company.
With regard to exploration permits ACP/33 and ACP/35, E. Geoffrey Albers is a
director and shareholder in the joint venture participants; namely Natural Gas
Corporation Pty Ltd and Auralandia N.L.
On April 12, 2006, the Company completed the acquisitions of each of Nations
Natural Gas Pty Ltd (Nations) and Alpha Oil & Natural Gas Pty Ltd (Alpha), both
companies incorporated in Australia. E. Geoffrey Albers is also a director and
or shareholder of each of the vendors of shares in Nations and Alpha.
The acquisition of Alpha was made in order to cost-effectively acquire a 20%
interest in the Browse Joint Venture, being permits, WA-332-P, WA-333-P and
WA-342-P. The shareholders of Alpha shall receive 2,000,002 shares of common
stock in AOGC and the payment of AUD$100,000. Prior to the agreement between
AOGC and Alpha being finalized, Alpha (with the approval of AOGC) sold its 20%
interest in WA-341-P for an amount substantially in excess of book value. The
settlement funds have been received by Alpha and are incorporated in settlement
funds available to AOGC through its new wholly owned subsidiary, Alpha. With
regard to the interest in the Browse Joint Venture, E. Geoffrey Albers is a
director and shareholder in each of Batavia Oil & Gas Pty Ltd and Hawkestone Oil
Pty Ltd. He is a major shareholder in Alpha Oil & Natural Gas Pty Ltd and
Goldsborough Energy Pty Ltd., a subsidiary of Goldsborough Limited. All of these
companies are the participants in the Browse Joint Venture.
Mark A Muzzin is a director of Goldsborough Energy Pty Ltd, a subsidiary of
Goldsborough Limited.
The acquisition of Nations was made in order to cost-effectively acquire a 30%
interest in the four permits of the National Gas Consortium, being permits,
NT/P62, NT/P63, NT/P64 and NT/P65. The shareholders of Nations shall receive
2,100,001 shares of common stock in AOGC and AUD$50,000 as consideration for
Nations. With regard to the interest in the National Gas Consortium, E Geoffrey
Albers is a director and shareholder in each of National Oil & Gas Pty Ltd,
Australian Natural Gas Pty Ltd and Nations Natural Gas Pty Ltd.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our principal accountant, Demetrius & Company L.L.C., billed us aggregate fees
in the amounts of approximately $12,100 and $12,000 respectively for the fiscal
years ended 2005 and 2004. These amounts were billed for professional services
that Demetrius & Company, L.L.C. provided for the audit of our annual financial
statements, review of the financial statements included in our report on 10-QSB
and other services typically provided by an accountant in connection with
statutory and regulatory filings or engagements for those fiscal years.
There were no fees billed to us for the fiscal year ended December 31, 2005 for
assurance and other services related to the performance of the audit or review
of our financial statements.
There were $1,500 accrued fees for the fiscal year ended December 31, 2005 for
tax compliance, tax advice, and tax planning.
There were no other fees billed to us for the fiscal year ended December 31,
2005.
Audit Committee's Pre-Approval Practice
---------------------------------------
Inasmuch as the Company does not have an audit committee, its board of directors
performs the functions of its audit committee. Section 10A(i) of the Securities
Exchange act of 1934 prohibits our auditors from performing audit services for
us as well as any services not considered to be "audit services" unless such
services are pre-approved by the board of directors (in lieu of the audit
committee) or unless the services meet certain de minimis standards.
The Board of Directors has adopted resolutions that provide that the board must:
Preapprove all audit services that the auditor may provide to us or any
subsidiary (including, without limitation, providing comfort letters in
connection with securities underwritings or statutory audits) as
required by Section 10A(i) (1) (A) of the Securities Exchange Act of
1934 (as amended by the Sarbanes-Oxley Act of 2002).
Preapprove all non-audit services (other than certain de minimis
services described in Section 10A(i) (1) (B) of the Securities Exchange
act of 1934 (as amended by the Sarbanes-Oxley Act of 2002) that the
auditors propose to provide to the Company or any of its subsidiaries.
The Board of Directors considers at each of its meetings whether to approve any
audit services or non-audit services. In some cases, management may present the
request; in other cases, the auditors may present the request. The Board of
Directors has approved Demetrius & Company L.L.C. performing our audit for the
2004 and 2005 fiscal years.
A representative of Demetrius and Company L.L.C. has been invited to attend the
meeting, with an opportunity to make a statement if they desire to do so and to
respond to appropriate questions.
PROPOSAL ONE
ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting for a one-year terms
ending at the 2007 Annual Meeting of Stockholders. The members of the Board of
Directors have nominated E. Geoffrey Albers, William R. Hill and Mark A Muzzin
as directors, each of whom are presently serving as directors of the Company.
The affirmative vote of a plurality of the votes cast at the meeting is required
for the election of the directors. Members of the Board of Directors holding,
directly or indirectly, more than 50% of the outstanding shares have announced
their intention to vote for the three nominees identified in this Information
Statement. Accordingly, the three nominees will be re-elected to the Board of
Directors.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be included in our information statement or
proxy statement, as applicable, for our 2007 annual meeting of stockholders must
be addressed to the attention of our Corporate Secretary and received at our
principal executive offices at Level 25, 500 Collins Street Melbourne, Victoria,
3000, Australia by March 1, 2007. For other stockholder proposals intended to be
presented at the 2007 annual meeting (but not in our information statement or
proxy statement), the deadline is May 16, 2007.
OTHER MATTERS
The Board of Directors does not intend to bring any other business before the
meeting, and so far as is known to the Board, no matters are to be brought
before the meeting except as specified in the notice of the meeting. In addition
to the scheduled items of business, the meeting may consider stockholder
proposals and matters relating to the conduct of the meeting.
By Order of the Board of Directors,
/s/ E.Geoffrey Alber
--------------------
E.Geoffrey Albers, President,
Chief Executive Officer and
Corporate Secretary
June 23, 2006