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MAXWELL RESOURCES, INC. Form 8-K: Current report

MAXWELL RESOURCES, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2015-12-08: Form 8-K; Period of report 2015-12-02; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
  • 2015-10-22: Form 8-K; Period of report 2015-10-21; Description 8.01 Other Events; Details 8.01.
  • 2015-09-29: Form 8-K; Period of report 2015-09-23; Description 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 1.01.
  • 2015-08-14: Form 8-K; Period of report 2015-08-12; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-12-088-K2015-12-024.01 Changes in Registrant's Certifying Accountant4.01 On December 2, 2015, the Board of Directors (the “Board”) of Maxwell Resources, Inc. (the “Company”) dismissed Rosenberg Rich Baker Berman & Company, P.A. (“RRBB”) as its independent registered public accounting firm.f8k120215_maxwellresources.htm
2015-10-228-K2015-10-218.01 Other Events8.01 On October 21, 2015, the Company issued a press release to announce that it has brought one of its gas wells online.f8k102115_maxwellres.htm
2015-09-298-K2015-09-231.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 8.01 Other Events1.01 On September 23, 2015 Maxwell Resources, Inc. (the “Company”) entered into the Asset Purchase Agreement with David Gilkeson (the “Buyer”).
2.02 The information set forth in Item 1.01 with respect to the Asset Purchase Agreement is incorporated by reference herein.
8.01 On September 24, 2015, the Company issued a press release with respect to the Asset Purchase Agreement set forth in Item 1.01 and a mineral rights lease of with respect to a gas well.
f8k092315_maxwellresources.htm
2015-08-148-K2015-08-128.01 Other Events8.01 On August 12, 2015, the Company issued a press release to provide a business update on realizing oil and gas future.f8k081215_maxwell.htm
2015-08-038-K2014-06-021.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 In November 2014, Maxwell Resources, Inc. (the “Company”) entered into a binding letter of intent pursuant to which the Company agreed to purchase from Mike Edwards and/or his assigns, oil and gas properties valued at a Proved PV(10) of a minimum of $1.4 million (the “Letter of Intent”).
2.02 The information set forth in Item 1.01 with respect to the Asset Purchase Agreement is incorporated by reference herein.
2.03 The information set forth in Item 1.01 with respect to the Convertible Promissory Notes is incorporated by reference herein.
3.02 The information set forth in Item 1.01 is incorporated by reference herein.
5.03 On May 5, 2015, the Company filed a Certificate of Designation, which designated 1,000,000 shares of the Company’s Preferred Stock, par value $0.001 as Series C Preferred Stock (the “Series C Preferred Stock”).
f8k060215_maxwellresource.htm
2014-12-248-K2014-05-141.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.02 Effective May 14, 2014, the Company entered into a Modification to Contract for Sale (the “Agreement”) to assign to Sun River Energy, Inc. (“Sun River”) via Quit claim deed, mineral rights held by the Company which was initially acquired by the Company on July 27, 2012 from Sun River pursuant to a Contract for Sale (the “July 2012 Contract for Sale”).
5.02 On November 13, 2014, Mr. Donal R. Schmidt, Jr. resigned as the interim Chief Executive Officer and as a member of the Board of Directors of Maxwell Resources, Inc. (the “Company”).
8.01 On December 12, 2014, a final order was entered in the District Court of Dallas County, Texas, approving the derivative settlement against Sun River, Donal R. Schmidt, Jr., Thimothy Wafford, James Pennington, Judson F. hoover, Robert B. Fields, Stephen W. Wahters, Mark Hall and Daniel M. Cofall, Kevin Casey and Maxwell Resources, Inc. The proposed settlement will implement corporate governance changes designed to protect Sun River and financial reform and modification of outstanding notes.
maxwel8k051414.htm
2014-06-058-K2014-05-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 1, 2014, Philip Dias resigned as the Chief Executive Officer and President of Maxwell Resources, Inc. (the “Company”).maxwell8k050114.htm
2014-02-148-K2014-02-115.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 11, 2014, Donal R. Schmidt, Jr. was elected as a member of the Board of Directors of the Company, to serve until the next annual meeting of the shareholders and until his successor is duly appointed.maxwell8k021114.htm
2014-02-068-K2014-02-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.maxwell8k020514.htm
2013-08-068-K2013-04-308.01 Other Events8.01 On April 30, 2013, Golder Associates Inc. issued a Desktop Study of the potential for resource development of the mineral rights held by Maxwell Resources, Inc. in Colfax County, New Mexico.maxwell8k043013.htm
2013-01-098-K2013-01-068.01 Other Events8.01 On January 6, 2013, Maxwell Resources, Inc. (the “Company”) released a press release clarifying that it has not approved or endorsed certain articles and reports posted on different websites and/or via email touting the Company`s mineral assets and recommending the purchase of the Company`s stock.maxwell8k010613.htm
2012-12-288-K2012-12-263.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On December 26, 2012, Maxwell Resources, Inc. (the “Company”) filed a Certificate of Designation (the “Certificate of Designation”) of Series B Preferred Stock with the Secretary of State of Nevada.maxwell8k122612.htm
2012-10-268-K2012-10-224.01 Changes in Registrant's Certifying Accountant4.01 On October 22, 2012, Maxwell Resources, Inc. (the “Company”) dismissed Ronald R. Chadwick, P.C. (“Chadwick”) as the Company’s independent registered public accounting firm which dismissal was approved by the Company’s Board of Directors on October 22, 2012.maxwell8k102212.htm
2012-08-298-K2012-08-225.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 As reported on its Form 8-K filed with the Securities and Exchange Commission on August 2, 2012 (the “Prior 8-K”), the shareholders of Mericol, Inc. (the “Company”) approved proposals to effect certain corporate actions, including a change of the Company’s name from “Mericol, Inc.” to “Maxwell Resources, Inc.”, a forward split of the Company’s common stock, the authorization of 10 million shares of blank check preferred stock, of which 2.4 million will be designated as the Company’s Series A Preferred Stock, par value $0.001, the adoption of a provision to opt out of Nevada Revised Statutes §§78.378 to 78.3793 inclusive, and to adopt a form of amended and restated articles of incorporation to effect the above changes.mericol8k082212.htm
2012-08-028-K2012-07-271.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders1.01 On July 27, 2012, Mericol, Inc. (the “Company”) accepted subscriptions from investors in a private placement described under Item 3.02 below, and a final closing for the placement was held.
2.01 The information included in Item 1.02 of this Form 8-K relating to the Contract for Sale and the acquisition of the mineral interests described therein is hereby incorporated by reference into this Item 2.01.
3.02 On July 27, 2012, the Company held a final closing in connection with a private placement of its common stock.
5.01 As a result the transactions described in Items 1.01 and 2.01, incorporated into this Item 5.01 by reference, Sun River beneficially owns in excess of a majority of the Company’s outstanding common stock.
5.02 (a) Resignation of Director.
5.07 On July 27, 2012, the Company’s board of directors and the holders of in excess of a majority of the Company’s outstanding common stock, acting by written consent in lieu of a meeting, approved proposals to (i) change the name of the Company from “Mericol, Inc.” to “Maxwell Resources, Inc.”, (ii) to effect a forward split of the Company’s common stock at a ratio of not less than 11-for-1 and not greater than 12-for-1, with the exact ratio to be set within such range in the discretion of the board of directors, without further approval or authorization of the shareholders of the Company, (iii) to authorize 10 million shares of blank check preferred stock, of which 2.4 million will be designated as the Company’s Series A Preferred Stock, par value $0.001, which shall be convertible into common stock at a ratio of 1-for-1, and have 15x voting rights, (iv) to opt out of the provisions of the Nevada Revised Statutes §§78.378 to 78.3793 inclusive, and (v) to adopt a form of amended and restated articles of incorporation to effect the above changes, the form of which is attached hereto 3.1 and incorporated herein by reference.
mericol8k072712.htm
2011-10-208-K2011-10-194.01 Changes in Registrant's Certifying Accountant4.01 1) On October 17, 2011, the Board of Directors of the Registrant recommended and approved the dismissal of Cordovano and Honeck, LLP as the Registrant’s independent registered public accounting firm effective October 17, 2011.f8kmericol.htm