Bakken Resources, Inc. (OTCMKTS:BKKN) Files An 8-K Other Events
Item 8.01 Other Events
Bakken Resources, Inc. (Bakken, the Company, us, we, our) issues
this Current Report on Form 8-K in order to disavow two recent
filings on Form 5 and Schedule 13D submitted by a Bakken
shareholder named Allan Holms on February 13 and February 14 of
2017, respectively. Allan Holms filings improperly report that he
acquired the 26,235,000 common shares from his recently deceased
half-brother, Val M. Holms, by means of two transactions during
the second half of 2016. These purported transactions took place
following our May 5, 2016 announcement on Form 8-K, that our
board terminated Val M. Holms as CEO for cause in part due to
findings that he took a $200,000 kickback of company funds
through his unauthorized activity. Allan Holms Form 5 and
Schedule 13D filings in question also improperly identify Allan
Holms as a director and officer of the Company, and the Company
has concerns regarding authenticity of the stock power
documentation underlying Allan Holms purported transactions. The
Company requested that Allan Holms withdraw the Form 5 and
Schedule 13D (or take similar action) filings by the close of
business on February 16, 2017, and Allan Holms has not done so.
Allan Holms Recent Filings
The recent Form 5 and Schedule 13D improperly report Allan Holm
accumulated 46.24% of our common stock in 26,236,000 shares from
his half-brother Val M. Holms, also indicating that Allan Holms
is both a director and officer of the Company. The Company does
not recognize the purported transactions, nor does it recognize
Allan Holms as a director or an officer. Each filing is explained
below, followed by some of our reasons for disavowing them both.
Form 5 filed February 13, 2017
Allan Holms Form 5, filed February 13, 2017, indicates that Allan
Holms became an officer, director, and an owner of the Company
holding more than 10% following two transactions that transferred
all 26,235,000 of Bakken common stock previously owned by Val M.
Holms. Those two transactions are said to stem from: (1) an
August 1, 2016 Representation Agreement for Val M. Holms to
transfer 13,117,500 common shares to his half-brother Allan
Holms, and (2) a December 10, 2016 Assignment Agreement for Val
M. Holms to transfer his remaining 13,117,000 common shares to
his half-brother Allan Holms. As consideration for the first
transfer, Allan Holms hired a law firm with a $10,000 retainer
for his half-brother Val M. Holms and agreed to split any amount
the firm might recover. Allans Form 5 did not disclose any
definite payment beyond $10,000, meaning that Allan Holms up
front cost to acquire Vals first 13,117,000 shares was roughly
eight-one-hundredths of a cent ($0.00076) per share. Bakkens
stock was quoted at $0.13 on the date of the first transfer on
August 1, 2016. As consideration for the second transfer, Allan
Holms reportedly forgave a $1,088,000 debt owed by his
half-brother Val M. Holms and generally released Val M. Holms
from any past or future liability surrounding certain ongoing
litigation. The Form 5 disclosed no definite payment beyond
forgiving $1,088,000, meaning that Allan Holms up front cost to
acquire the remaining 13,117,000 shares was roughly eight cents
($0.0829) per share. Bakkens stock was quoted at $0.14 a day
before the second transfer on December 10, 2016. For all
26,235,000 shares, Allan Holms average up front cost was roughly
four cents ($0.0419). Substantially all of the consideration
relies upon the existence of an alleged debt owed by one
half-brother (Val M. Holms) to another (Allan Holms). The Company
has no supporting documentation to evidence this debt, and Allan
Holms’ counsel claims that he lacks authority to provide it.
Schedule 13D filed February 14, 2017
Allan Holms Schedule 13D, filed February 14, 2017, discloses the
same information as his Form 5 but also provides further
information. The Schedule 13D indicates that Allan paid for Val
M. Holms shares with personal funds, and that Allan Holms also
previously acquired 355,000 shares from Jay Edington with
personal funds on October 31, 2014. Item 5 of Allans Schedule 13D
indicates that the purpose of these transactions was to replace
our board with Allan and two others, which would then appoint
Allan as president of the Company. The apparent basis for this
claimed purpose was Allans attempted takeover of the Company on
July 20, 2016, which we disclosed in a Current Report on Form 8-K
filed July 26, 2016. As described in that Current Report, Allan
Holms attempted takeover constituted triggering events under
existing financing agreements that allowed one of our
investors/lenders, Eagle Private Equity (Eagle), to exercise
certain rights to obtain 600,000 shares of our Series A Preferred
Stock, which has the voting power of 60 million shares of our
common stock.
Why the Company Disavows Allan Holms Recent Form 5 and
Schedule 13D
Bakken does not recognize the validity of Allan Holms purported
transfers, nor does the Company recognize that Allan Holms was
legally permitted to attempt such transfers in the first place.
As described below, we question validity because the Medallion
underlying documentation of both transfers cannot be verified,
and we question legal permissibility to execute such transactions
because injunctions from Nevada and Montana courts forbade such
activity.
Medallion Transfer Guarantee
Both the Form 5 and Schedule 13D in question indicate that the
two disclosed transactions relied on Stock Powers documents dated
December 10, 2016. Each of the Stock Powers contained a Medallion
Guarantee mark. Such marks are part of widely-recognized programs
the Medallion Guarantee programs in which many American and
Canadian transfer agent and financial institution participates.
The purpose of these programs is to ensure authenticity and
prevent fraud in the transfer of securities. Participating
financial institutions will mark documents with special ink and
thereby guaranty authenticity or else indemnify losses resulting
from fraud.
Like most American transfer agents, our transfer agent Nevada
Agency and Transfer Company (NATCO) requires a Medallion
Guarantee mark in order to process the kind of transfer that
Allan Holms requested. The Medallion Guarantee mark that Allan
Holms provided to NATCO in early February of 2017 appeared to
have been guaranteed by Washington Trust Bank (WTB). However, a
letter from WTBs in-house counsel dated February 9, 2017 stated:
This is to confirm that WTB is unable to verify the Medallion
Stamps on the Holms transaction. As of this filing, Allan Holms
has not addressed this issue, and he has provided NATCO with no
alternative documentation permitting NATCO to execute the
transfers that Allan Holms reported in his Form 5 and Schedule
13D filings.
Outstanding Injunctions
Had Allan Holms provided NATCO with acceptable documentation, he
would have done so in violation of outstanding injunctions issued
by the Montana and, possibly, Nevada state courts.
A Montana restraining order issued on July 22, 2016 remains in
place against Allan and Val Holms.1 It restrained Val
M. Holms from taking any action of any kind that could have a
material detrimental impact on [Bakkens] business/operations. Val
transferring 26,235,000 shares to Allan Holms in order to replace
our board and management directly violated this restraint. The
order also restrains, in relevant part, Allan Holms from taking
any actions on behalf of [Bakken] including attempts to replace
[Bakkens] Board, Corporate Officers or [Bakkens] attorneys, from
representing to any person or entity that [he is a] Director of
[Bakken] with authority to conduct business or take actions on
behalf of [Bakken], from attempting to act on behalf of [Bakken]
in any manner whatsoever, and from taking any actions that could
affect the business/operations of [Bakken] in any respect. Allan
Holms recent filings directly violate these restraints. The Form
5 and Schedule 13D was an assertion of Allans role as a director
and officer with authority to act on behalf of the Company, and
replacing both the board and management would clearly have an
effect on our business operations.
A Nevada restraining order was also issued on July 22, 2016 and
also remains in place.2 Allan Holms disclosures in
this Form 5 and Schedule 13D is directly at odds with an existing
Nevada restraining order where the Nevada court rules that the
60,000,000 [voting] shares held by Eagle Private Equity are the
majority of voting shares of all BRI stock and thus renders the
subject takeover attempt ineffectual.
The same Nevada court also ruled in the Companys favor on June
27, 2016 concerning the Eagle transaction. After briefing, a
day of argument, and testimony from the Companys CFO, Dan
Anderson, and Eagles principal, Carl George, the Nevada court
issued a preliminary injunction in favor of the Company. Based on
part upon finding Mr. Andersons and Mr. Georges testimony
credible and persuasive, the court found that the Eagle
transaction was in the best interests of the Company under the
presumptions set forth in Nevadas business judgment rule. The
Nevada court, in so granting the Companys preliminary injunction,
dissolved an earlier temporary restraining order that it had
granted in favor of Val Holms in the same case.
| Item 9.01 | Financial Statements and Exhibits. | |
| (d) | Exhibits |
| Exhibit 99.1 |
Allan Holms February 7, 2017 e-mail to Nevada Agency and Trust Company (with attachments) |
|
| Exhibit 99.2 |
February 9, 2017 e-mail from Washington Trust Bank’s Counsel to Nevada Agency Trust and Company |
|
| Exhibit 99.3 |
February 14, 2017 e-mail with attachments from Bakken’s corporate and securities counsel (Paul Law Group) to Allan Holms’ counsel (Witherspoon Kelly) |
|
| Exhibit 99.4 |
Additional Paul Law Group e-mails dated February 14, 2017 to Witherspoon Kelley |
|
| Exhibit 99.5 |
Excerpted December 12, 2016 Montana hearing transcript extending Montana restraining order to present |
|
| Exhibit 99.6 |
November 1, 2016 Nevada court order extending Nevada restraining order to present |
|
| Exhibit 99.7 |
July 14, 2016 Nevada order dissolving Val Holms temporary restraining order issued against the Company regarding the transaction with Eagle Private Equity |
On July 22, 2016 a Montana court issued a temporary
restraining order against both Val and Allan Holms in response to
Allan Holms attempted takeover on July 20, 2016. Bakken
Resources Inc. v. Holms, Case No. CDV-2016-612, State of
Montana, First Judicial District, Lewis and Clark County. The
court then extended the restraining order on August 9, 2016.
Id., Case No. CDV-2016-612, p. 138, transcript of
proceedings (referencing the temporary restraining order to
indicate that the court will leave everything in place until we
get the briefs in.). The court then again extended the
restraining order on December 20, 2016. Id., Case No.
CDV-2016-612, p. 40-42, transcript of proceedings (discussing the
restraining order in question, the court declared that it wants
to keep everything the goal here is to keep everything in place,
[to keep] the status quo in place.). There have been no further
proceedings in Montana to decide Bakkens restraining order
against Val and Allan.
The Nevada restraining order issued on July 22, 2016.
Holms v. Bakken Resources Inc. et. al., State of Nevada,
Second Judicial District, Washoe County, Case No. CV16-01086
(July 22, 2016), consolidated with Graiwer v. Holms,
State of Nevada, Second Judicial District, Washoe County, Case
No. CV14-00544. The Nevada court then extended its restraining
order indefinitely on November 1, 2016 pending resolution of
trial later in 2017. Id., Case No. CV14-00544, p. 2-3
(extending the temporary restraining order against Allan though
and including a formal decision following trial on the merits. .
. ).
See Graiwer v. Holms, State of Nevada, Second
Judicial District, Washoe County, Case No. CV14-00544, June 27,
2016.
About Bakken Resources, Inc. (OTCMKTS:BKKN)
Bakken Resources, Inc. is an early-stage company. The Company is an oil and gas exploration company, with properties located mostly in the Bakken. As of December 31, 2014, the Company owned mineral rights to approximately 7,200 gross acres and 1,600 net mineral acres of land located over eight miles southeast of Williston, North Dakota. The Company intends to focus on evolving into an independent energy company engaged in the acquisition, exploration, exploitation and development of oil and natural gas properties. The Company’s activities are focused mainly in the Williston Basin, a sedimentary basin in eastern Montana, Western North and South Dakota, and Southern Saskatchewan known for its deposits of petroleum and potash. The Company holds mineral acreage in the Duck Lake region of Western Montana, in an oil play commonly referred to as the Alberta Bakken, as well as approximately 17% working interest in an operating well located in Archer County, Texas. Bakken Resources, Inc. (OTCMKTS:BKKN) Recent Trading Information
Bakken Resources, Inc. (OTCMKTS:BKKN) closed its last trading session up +0.006 at 0.166 with shares trading hands.