FRESH MEADOWS, N.Y., Oct. 09, 2017 (GLOBE NEWSWIRE) -- Native American Energy Group, Inc., an active Delaware corporation (OTC-PINK:NAGP) (the "Company") announces that on October 4, 2017, the Securities and Exchange Commission ("SEC" or the “Commission”) and the Company jointly submitted a signed settlement offer to the SEC that would provide that pursuant to section 12(j) of the Securities Exchange Act of 1934 (the "Exchange Act"), the registration of the Company's common stock and any other class of securities will be revoked. On October 6, 2017, the SEC accepted the referenced settlement proposal and revoked the registration of the company common stock pursuant to Section 12 of the Exchange Act, resulting in NAGP now being delisted from trading. The Company’s NAGP security last traded at seventeen and a half cents ($0.175).
We sincerely appreciate the support we have received from stockholders over the past few weeks as well as the advice we received from various professionals both on and off the record. Such advice and support helped Management determine that it was quintessential to work with the SEC and deregister the Company and that taking these actions was in the best interests of all stockholders. We have also advised the SEC that we will do everything reasonably necessary, including filing a new registration statement, to become compliant and to re-register and relist the company.
As reported in previous stockholder updates, Management had taken the necessary actions to regain compliance with the SEC and was already in the process of finalizing its accounts to support the review and auditing of its quarterly and annual financial statements, respectively. However, the SEC’s “Order for Initial Administrative Proceeding” (“OIP”) signifying our deregistration and delisting came before Management, along with its accountants/advisors, could complete its pending filings.
Therefore, after various consultations with its legal advisors, stakeholders, financial partners and discussions with regulatory agencies such as the Securities & Exchange Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”) and the Depository Trust and Clearing Corporation (DTCC) (collectively the “Consultations”), Management calculated the timeframe for filing each pending quarterly / annual filing with an eye to regaining compliance under a new registration statement, as opposed to filing under the current registration. Along with a new registration statement, the financial information for each period since September 30, 2013 would be audited and included, therefore avoiding any gap in disclosure of audited financial information. Such gaps in reporting have hindered previous re-registrations by the SEC, as well as, issuances of new trading symbols by FINRA and integration of stockholders’ positions in brokerage accounts by DTCC.
After discussion, Management realized that as the Company is simply re-registering the Company’s same securities and not effecting any sort of restructure (forward or reverse splits) or changing its company name, the Company’s CUSIP number will remain the same. Therefore upon effective registration of our new Form 10 Registration Statement with the SEC (which is automatically effective 60 days after the filing date, and would be inclusive of audited financial statements for all pending years and up-to-date financial statements), it would distinguish the Company from other companies that have failed to regain a tradable market for their shareholders due to their inability to provide straight-thru financial information.
In the Company’s case, management and its accounting systems haven’t changed. The financials that were in the process of being prepared will now be audited and filed in an all-inclusive, Form 10 Registration Statement ensuring there are no gaps in its financial disclosure history going forward. Post filing its new Form 10 Registration Statement, the Company will immediately request a registered Broker-Dealer to make application for a new symbol with FINRA via filing of a form “15c211” or “211”. Subsequent to approval by FINRA and issuance of the new trading symbol, DTCC will automatically update all brokerage account positions with the new symbol as the CUSIP number shall remain the same.
The proposed 5-year audit will be a key step in the Company's goal to achieve fully-reporting status. Coupled with its previous 5 years of audited financials (already publicly available), that will equal 10 years of audited financials. Once a fully-reporting company again, Native American Energy Group will not only be seen as having the highest degree of transparency and credibility among public companies, but it is also expected to provide a wider range of public market listing options for the Company's stock.
Clarifications to Relieve Misunderstandings
In order to avoid any stockholders’ or stakeholders’ soul-searching and prognostication in advance of receiving the facts and to avoid any misunderstandings proceeding forward, the Company wishes to clarify several facts, as listed below, which are confirmed not only by this official update but also in previous updates provided via official press releases and disclosure filings with the Commission.
- The Company is Active and in Good Standing in Delaware and it is not void anywhere, contrary to the SEC’s previous assertion which they have corrected since then.
- The Company has been in existence for the last 12 years since January 2005; publicly traded since February 2005 and was duly registered with the SEC for the last 7 years since August 20, 2010.
- The Company has over 2,500 stockholders.
- The Company has the same Management team in place since its inception in January 2005.
- The Company has been routinely notifying the SEC and the public of its inability to file (via FORM 12b-25 notifications) as required by SEC rules and regulations.
- Since 2013, the Company’s management has been split in two parts; one half operating in the U.S. and the other half stationed abroad in Asia.
- As reported previously in its January 2017 Update, the Company had paid its Auditors for all pending filings as of December 31, 2016, and as of today, can confirm that its Auditors are paid for independent auditing services for all Annual Periods ending December 31, 2013, 2014, 2015, 2016 and 2017 (five years of audited financials).
- As reported previously in its June 2016 Update, the Company has been working closely with prospective financial partners abroad to satisfy various requirements for an anticipated financing.
We appreciate the continued indulgence and support of our stockholders and look forward to keeping them updated on all developments and progress moving forward. We intend to keep our stockholders informed via official press releases and Stockholder Letters posted on our website: www.nativeamericanenergy.com and/or scheduled conference calls with our stockholders. For regular updates, please visit the Investor Relations page on our website at the following link: http://www.nativeamericanenergy.com/investors/press-releases/
Forward Looking Information:
Other than statements of historical fact, this release may contain descriptions of the Company's expectations regarding future business activities. Such forward-looking statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ from the results discussed in the forward-looking statements. A number of these risks and other factors that might cause differences, some of which could be material, along with additional discussion of forward-looking statements, are set forth in the Company's filings with the Securities and Exchange Commission.
Contact Information:
Richard Ross
Chief Communications Officer
Native American Energy Group, Inc.
+1 (718) 408-2323