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Post# of 5803
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euddoggwyn

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euddoggwyn

Re: euddoggwyn post# 1284

Tuesday, 06/26/2007 2:11:49 AM

Tuesday, June 26, 2007 2:11:49 AM

Post# of 5803
unconfirmed [serg]: volga-neft sale rescinded

http://www.secinfo.com/drPan.uHk.htm

according to sec filing (making it pretty safe bet).

bottom of p.3 (we had already seen before) to top of p.4 (we had not seen before unless we were looking).

____________________________________-

http://www.secinfo.com/drPan.uHk.htm

In April 2007, we were advised that the financial statements of Volga-Neft purportedly audited by RSM Top-Audit in Russia for periods prior to our acquisition of Volga-Neft, that we filed with the Securities and Exchange Commission on a Form 8-K/A on December 8, 2006, should no longer be relied upon because the individuals who purportedly performed the audit were not the auditing firm's representatives. These financial statements pertain to the audited balance sheets of Volga-Neft as of October 6, 2006 and December 31 2005, and the related statements of income, stockholders' equity and cash flows for the period January 1, 2006 through October 6, 2006 and the year ended December 31, 2005. We filed a Current Report on Form 8-K to disclose these developments on May 11, 2007.

-4-

Together with our audit committee, we are carefully examining the events leading to the auditing firm's determination that the financial statements of Volga-Neft included in our December 8, 2006 Form 8-K/A could not be relied upon and whether the management of Volga-Neft acted complicitly with those who prepared the audit. We have engaged special investigative counsel with respect to this matter. We are continuing our investigation and intend to provide updated disclosure through a Current Report on Form 8-K when the investigation is completed.

By a Rescission Agreement of Stock Purchase Agreement dated June 14, 2007 among us, Volga-Neft and the individuals from whom we acquired the shares of Volga-Neft, the Stock Purchase Agreement was rescinded, we returned the shares of Volga-Neft we received to the former stockholders who, in turn, returned to us the 10,000,000 shares of our common stock that we had previously issued. In addition, Volga-Neft issued a $4,200,000 promissory note in our favor which we, in turn, sold to an unaffiliated third party on a non-recourse basis for $3,000,000.

On November 6, 2006, we entered into a Letter of Intent to acquire 100% of the common stock of Samaratransoil Ltd., a company organized under the laws of the Russian Federation, from its sole stockholder in exchange for 1,000,000 shares of our common stock. The consummation of this transaction was subject to certain conditions, including completion of due diligence to our satisfaction. ]b]After performing our due diligence, we determined not to proceed further with the transaction.

On November 28, 2006, we entered into a Stock Purchase Agreement to acquire 51% of the capital stock of Kommunarskoe NGDU, a Russian limited liability company, from its sole stockholder in exchange for 6,000,000 shares of our common stock. The consummation of this transaction was subject to certain conditions, including completion of due diligence to our satisfaction. After performing our due diligence as part of satisfying the closing conditions, we determined not to proceed further with the transaction. Effective June 14, 2007, all parties to this Stock Purchase Agreement agreed not to proceed with the transaction and to end all further negotiations.


---------------------------

wow.

All parties even remotely related to serg need to close deals.
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