Turan Petroleum Inc. Offers $500,000 Reward for Information, Board Meeting
- Contact Information
- Kanet Meirmanov
- Board Member and Acting CEO
- Turan Petroleum, Inc.
- (7926) 528 9775
- turanpetroleum.office@gmail.com
Summary:
$500,000 Reward, by Turan Petroleum, Inc., a Nevada Corporation, Other Board Decisions
At its meeting, the new Board of Turan Petroleum, Inc., made several decisions. That included the offer of a $500,000 reward to anyone who provides information on the murder attempts against one of the Board members (on July 11, 2007 and October 31, 2008). The new Board made other decisions concerning the Desist and Refrain Order of the Department of Corporation of California, made on April 10, 2009 against several persons who had operated, inter alia, in the name of the corporation, without being elected by a shareholders’ meeting. The Board also reviewed the expert opinions on the unauthorized stock overissue by the unauthorized individuals. The problem of the purported offshore shareholders (Belize, Panama and BVI), in whose name certain certificates were issued, in the name of the corporation, under its former operators, for themselves, who did not pay for such stock, was subject to decision-making. Finally, the Board ordered certain former operators who had acted in the name of the corporation to surrender all financial records to enable the Board to secure filing federal and state tax returns.
MINUTES AND DECISIONS
OF THE MEETINGS OF THE BOARD OF DIRECTORS OF
TURAN PETROLEUM, INC.
A NEVADA CORPORATION
May 29, 2009
a) Procedural Considerations
Turan Petroleum Inc.’s (“Turan”) Board meeting was held on May 29, 2009. The Board established that all its members, Yerkin Akkuzov, Yerkin Bektayev, Kanet Meirmanov, Sabirgan Dushaliev, and Igor Maximov, were present at the meeting either in person or by telephone. Therefore, the Board established that it had a quorum for the meeting which enabled it to make decisions, pursuant to statutory requirements, as well as in conformity with the corporate By-Laws of February 19, 2009.
The Board thereupon considered expert reports, evidence, and information about certain developments concerning the corporation. That included their review of the expert opinion and conclusions on the Nevada corporate law, attorney Richard Barrier, Esq.
b) Preliminary matters, Recitation of Shareholder Meeting Resolutions, Board’s Decisions in February of 2009 and Their Implementation
On February 19, 2009, the general meeting of shareholders of Turan took place. That was the first general meeting of the shareholders, and it was convened by the majority shareholders of Turan. Of the 30,117,032 shares eligible, present or by proxy, to be voted at the Meeting, by 89.7%, a majority of votes cast, Yerkin Akkuzov, Yerkin Bektayev, Kanet Meirmanov, Sabirgan Dushaliev and Igor Maximov were elected as directors (the “Directors”) of the Corporation. The Directors elected Yerkin Akkuzov to be the Acting Chairman of the interim Board and its acting Chief Operating Officer, Sabirgan Dushaliev as corporate secretary, and Igor Maximov as the corporate treasurer. The validity of the meetings and their Resolutions and Decisions was firmly established in the expert opinions of Richard Barrier (altogether four opinions in April and May of 2009, cited below, and available per request).
That general meeting of shareholders adopted Resolution §1, which relieved of office, if any, for cause, those individuals who had held themselves out to be the purported directors or officers of Turan. The shareholders’ general meeting found such positions with the Corporation, to be void ab initio, as no meeting of shareholders had ever been held to elect those individuals, in violation of the statutory requirements and Turan’s initial By-laws. The general meeting adopted altogether Resolutions §1-§12. Thereupon, the Board of Directors meeting was convened and undertook deliberations from February 19-26, 2009, which included the adoption of the new By-Laws.
Both the general meeting and the initial Board’s meeting considered evidence contained in certain reports and documentary records. It was determined, inter alia, that certain individuals, including but not limited to, Askar Karabayev (“Karabayev”) and Tony (Anatoly) Vanetik (“Vanetik”), holding themselves out as directors of said Corporation, inter alia: improperly acted as unauthorized officers, failed to convene a general meeting of shareholders, in violation of Nevada statute (Nevada Revised Statutes) NRS §78.347; engaged in unauthorized activities by individuals in the name of the Corporation, in violation of Nevada statute NRS §78.130, and engaged in other violations of the law.
The full texts of the Resolutions of the Minutes of the general meeting of shareholders and the Minutes and Decisions of the Board were published through media on March 2, 2009, at URL: http://www.webwire.com/ViewPressRel.asp?aId=88718.
c) Action by State of California, Department of Corporations, Against Purported Prior Management Operating in the Name of Turan
On April 10, 2009, the Department of Corporations of the State of California issued a Desist and Refrain Order directed against the old purported management of Turan, including Vanetik, Hiep Trinh, and their affiliates. That Order determined the violation by Vanetik and others of §§25110, 25401 of the Corporate Securities Act of California (1968) and invoked injunction pursuant to §25532 of said Act. (Appendix A hereto, and it is also publicly available at URL: http://www.corp.ca.gov/ENF/pdf/2009/Turan_dr.pdf).
The Board’s meeting closely studied that Order of the government of California. The Board found that the Order validated its own independent findings and confirmed that certain individuals, Vanetik and others, who purportedly undertook actions in the name of the corporation, acted ultra vires, without competent corporate authority ab initio.
Therefore, given these findings, the Board reconfirmed that any contracts which Vanetik and/or Karabayev entered into on behalf of the corporation, were declared null and void, including purported acquisition by them of an interest in the Arys Concession 753 in Kazakhstan, which was declared null and void.
d) Forfeiture of Turan’s Corporate Registration in the State of California, for Prior Management’s Unlawful Activities
The Board considered that purported prior management of Turan still continued to operate abusing that corporate name in California, despite the forfeiture of the corporate registration of Turan in the State of California. For example, Turan’s corporate registration as a foreign corporation doing business in California was forfeited in that State for the first time on March 6, 2009. Later it was reinstated, but was forfeited for the second time. In the past, Vanetik operated Turan illegally, without a corporate registration to do business in California, and failed to have it registered (C2889837) until July 20, 2006, or after 18 months of his securities’ trading in the name of Turan within California.
Despite the forfeiture and the above facts, then Karabayev continued to hold himself out as a director and Naum Voloshin (“Voloshin”) as a secretary and treasurer and, overriding the statutes. Despite forfeiture, both continued to operate in the name of Turan out of California, from an office address of 940 South Coast Drive, #100, Costa Mesa, CA, 92626.
The Board reiterated that the above two individuals were not authorized by Turan and specifically have no right to continue their activities in Turan’s name, violating the laws of the State of California. The Board further noted that any and all letterheads of Turan, bearing the above address, given the forfeiture and for other reasons, are invalid. Additionally, the Board noted that the above two individuals illegally replaced the entries with the Secretary of the State of Nevada of Turan’s lawful directors and officers which were voted upon and approved at the meeting of shareholders on February 19, 2009, and emphasized that those two individuals have been acting in California ultra vires, without any authority and in violation of the applicable laws and regulations.
BOARD OF DIRECTORS’ DECISIONS
§ 1) Board’s Decision to Offer an Award of $0.5 Million for Information.
The Board considered the evidence that one of the Board members was the victim of two murder attempts, on information and belief, associated with his holding stock in Turan Petroleum, Inc. On July 11, 2007 said member of the Board was subject to a hired assassin’s knife attack in Almaty, Kazakhstan, and received a grave injury. On October 31, 2008, again in Almaty, said member of the Board was a victim of a contract gunman, receiving 5 bullet wounds. Said member of the Board became partly incapacitated. The hired assassins and the organizer(s) have not yet been identified by the law enforcement, despite, in the second instance, over 7 months elapsed.
Therefore, the Board decided to offer a reward of US $500,000 and 00 cents to any person who provides information on the above murder attempts, leading to the identification and conviction of the organizer(s) and of the assassins. The Board considered the pledge from the family of the victim to second the offer of the reward and to pay it, if necessary, instead of the corporation. The confidentiality of any information and of the sources with respect to those murder attempts shall be guaranteed.
The Board extended the request to any person who has information on the organizer(s) of the above two murders attempts to confidentially contact the attorneys designated by Turan for that purpose, to provide information and evidence, and to claim the reward, through an escrow or other negotiable arrangements. All information and reward arrangements, through escrow, shall be kept strictly confidential.
UPON MOTION duly made, seconded and carried by ballot, with one member recusing himself from voting to avoid appearance of conflict, it was RESOLVED that the above Decision §1 be approved. Said Decision was thus adopted.
§2) Board Review and Decision to Affirm Expert Conclusions on Issued and Outstanding Shares
Due to the Desist and Refrain Order of the Department of Corporation of California, and the apparent irregularities in the issuance of Turan shares over certain time, the Board reviewed the expert opinion and conclusions of attorney Richard Barrier (“RB”) concerning the Nevada corporate law, with respect to the requirements for the issuance of shares and authorized capital. It was noted by the Board that the individuals responsible for those irregularities have refused to produce any prior records, either upon corporate demand of shareholders, in violation of NRS §78.257, or upon the requests for production of documents in litigation as appropriate.
a) Share Issuances Prior to Articles of Incorporation of Turan
The stock transfer register and shareholder list discovered by the new Board is indicative that 10,005,000 shares were purportedly issued on ca. October 4, 2004, and a further 16,445,000 were issued on ca. December 14, 2004. However, an application for Amendment of the Articles to change the name of the corporation was not filed, as per the official secretary of State of Nevada records, until December 28, 2004.
However, the Nevada State records show that the status of the corporate shell entity, Elite Registry, Inc., the corporate predecessor of Turan, was actually revoked on April 1, 2002, that that corporation thus did not exist for 2 years and 7 months and could not conduct any business, before it was reinstated with Amended Articles as Turan. Therefore, the purported “founders stock” could not possibly be issued by Vanetik for any lawful consideration and such purported stock, distributed among insiders in October-December of 2004, was void.
The Board further considered and adopted RB’s opinion on the above non-compliance and conclusions towit: “In order to amend the Articles, the Board must adopt a resolution setting forth the amendment which must be approved by a vote of a majority of the stockholders entitled to vote (NRS 78.390.1). The company’s files should include a board resolution and minutes reflecting a vote by the stockholders approving the name change. If the procedure required by the Nevada Revised Statutes was not followed, then the Board would be acting without authority and ultra vires.”
Therefore, as the said expert found and the Board affirmed, it was impossible, among other, for the shares purportedly issued in October of 2004 to be valid. The Board adopted the expert’s conclusion, towit (RB): “Ten million shares issued in Turan in October 2004 would not seem to be enforceable…” “If in fact Turan did not have a bank account until January 2005, the company’s records must have evidence that the issued shares have been fully paid—unless the shares were all issued for past or future services and promissory notes, and money was not the form of consideration paid for the shares.” Given that no such evidence has ever been provided, despite all efforts and ample opportunities given to Vanetik and others to provide such documentation, the Board concluded that no such consideration was paid.
Additionally, Turan could not have had a bank account prior to January of 2005, so there is no evidence that the shares issued could have been fully paid and non-assessable. As Turan did not exist until the end of December, 2004, there could be no valid Certificate of Incumbency for Turan noting authorized signatories for the share certificates or Turan’s bank account. This conclusively establishes, under the applicable law, that the 26,450,000 shares that Vanetik and others issued by Vanetik prior to January 1, 2005 were illegally issued, and were therefore void.
b) Statutory Requirements for the Issuance of Shares
The Board considered and adopted the expert’s findings as follows (RB): “In the U.S., an issuance of stock is generally either registered, exempt from registration or illegal.” The Board determined upon proper investigation that, despite ample opportunities provided to Vanetik and any interested party, no evidence was submitted that any compliance with any such laws took place. No subscription agreements have been found, despite the opportunities to the purported operators to provide those. Based on the expert opinion, the Board therefore resolved that any shares issued to private investors may in fact have been illegal, for example, as a secondary distribution, and therefore invalid, even if subscribed for in good faith, and that thorough scrutiny of all evidence and documentation was required.
c) Legally Binding Share Certificates
The Board further reviewed evidence, through the examination of the newly discovered share certificate transaction register, of the unlawful conduct perpetrated by Vanetik with respect to the 27 million shares issued for consideration of the transfer to Turan of the Arys license in Kazakhstan, which is of considerable value. The relevant share certificates issued, ##83, 93 and 95, issued for the rights under the Arys Concession all had a notation of the authorized share capital being 50 million shares.
However, as evidence shows, Vanetik and others created the illegal duplicates of Certificates #93 and #95, namely #249 and #250 in the identical amounts, but backdated by Vanetik as if issued almost two years earlier. Those duplicate certificates did not have any notation as to the authorized capital. Therefore the Board has asked for the expert’s clarification.
The Board reviewed and affirmed the expert’s conclusion on the State of Nevada corporate law, towit (RB): “NRS 78.235 provides that except in the case of un-certificated shares of stock, every stockholder is entitled to have a certificate, signed by the officers or agents certifying the number of shares in the corporation owned by the stockholder. To the extent the certificate does not state the number of authorized shares, the number of shares held by the stockholder would have less meaning if the number of authorized shares were not also stated on the certificate.”
The Board affirmed the expert’s conclusions that 50 million shares were authorized and these remain the only legal authorized capital of the corporation. The remainder of the stock, issued and overissued by Vanetik and certain other operators, was illegal and unenforceable. Therefore, the Board resolved to consider the invalidity of the stock certificates, overissued by Vanetik and later Karabayev, on a case-by-case basis.
The Board made a notation that each and every bona fide investor who paid good money for any stock certificate in compliance with the federal and state law, will be fully secured his/her rights, to be redeemed by appropriate legal mechanism, with the full review by the Board of the payments made and respective rights for any paid stock preserved, at its subsequent meetings.
UPON MOTION duly made, seconded and carried by ballot, it was RESOLVED that the above Decision §2 be approved. Said Decision was thus adopted.
§3) Share Certificates Illegally Issued to Offshore Nominees in Belize, Panama and the British Virgin Islands Void
The Board specifically relied on the Desist and Refrain Order, issued by the Department of Corporations of California on April 10, 2009, which cited the violation by Vanetik and others of §§25110, 25401 of the Corporate Securities Act of California (1968) and injunction pursuant to §25532 of said Act. The Order further highlighted the available evidence of issuance of invalid certificates for no consideration, such as issued by insiders Karabayev and Vanetik to their nominees, agents, particularly using offshore jurisdiction. The Board made the necessary determinations, based on the Desist and Refrain Order and to fulfill its obligations to seek the corporation’s compliance with the law.
Considering the State government’s action under the above statutes, all evidence and the legal opinion cited above, the Directors recognized that certain stock certificates in Turan were obtained by or through certain unauthorized individuals, who unlawfully transferred such stock to their nominees, in self-dealing. Those offshore nominees, as evidence shows, have been controlled by these same unauthorized individuals. These unlawful transferees, used by the unauthorized operators of Turan, using insider transactions, were in the name of offshore entities incorporated, inter alia, in Belize (Okke Financial Ltd., Pington Investments Ltd., Alcina Co., Corp.); Panama (Hines Investments S.A.; Pine Brook S.A.), and the British Virgin Islands (Varrial Financial Trading Ltd.; Essex Managers Ltd.).
The Board specifically considered the evidence that former operator of Turan Vanetik filed with the transfer agent a letter of cancellation for Certificates #93 and 95 made to Trek Resources Inc. (“Trek”), and then ordered the transfer agent to issue two new certificates, #249 and #250 (the “duplicate certificates”), returned under Vanetik’s control, the latter certificates being backdated as if made almost two years earlier. That stock was then used for conversion and in part was distributed to offshore entities.
Given the evidence that the issuance of the certificates issued by Vanetik to these offshore entities was in fact based on unlawful directions to the transfer agent, in violation of the state and federal securities laws, the Board resolved that the certificates in the name of these offshore entities, enumerated below, are void and were void at all times, as follows.
A) BELIZE (offshore unlawful stock transfer void)
1 Okke Finance Ltd. (Belize), 1,000,000 shares, Certificate #226, dated April 26, 2007, holds no interest and no rights, because, as evidence shows, it resulted from an insider transaction with no consideration paid. It was issued, among insiders, for unlawful purposes, as well as it was outside of the authorized capital. With reference to the Desist and Refrain Order, that certificate was determined to be null and void.
2 Alcina Co., Inc., (Belize), 3,000,000 shares, represented by Certificate #227, of April 26, 2007, holds no interest and no rights, as it resulted, as evidence shows, from an insider transaction with no consideration paid. It was issued, among insiders, for unlawful purposes and it was outside of the authorized capital. With reference to the Desist and Refrain Order, that certificate was determined to be null and void.
3 Pington Investment Ltd. (Belize), 5,333,000 shares, represented by purported Certificate #252, dated August 7, 2007, holds no interest and no rights. That Certificate was issued immediately upon the illegal cancellation of the original Certificates #93 and #95 and derived from the invalid issue of the backdated Certificates #249 and #250. It was issued, among insiders, without payment for unlawful purposes and it was outside of the authorized capital. With reference to the above Desist and Refrain Order, that certificate was determined to be null and void.
B) BRITISH VIRGIN ISLANDS (offshore unlawful stock transfer void)
4 Essex Managers Ltd. (British Virgin Islands), 5,000,000 shares, represented by purported Certificates ##87-92, dated July 12, 2005, hold no interest and no rights, because that entity, inter alia, was dissolved in the BVI at that time and had no power to hold any assets. As evidence shows, this constituted self-dealing by an insider, no consideration was paid to the corporation, with the evidence that such stock was issued for the sole purpose of the unlawful secondary distribution. With reference to the Desist and Refrain Order made by the government of California, these certificates, not paid for, and issued for unlawful purposes among insiders, were determined to be null and void.
5 Varrial Financial Trading, Ltd. (British Virgin Islands), 15,333,000 shares, purported Certificate #253 dated August 7, 2007 and #295 dated February 25, 2008, holds no interest and no rights. Both Certificates were issued upon the illegal cancellation of the original Certificates #93 and #95 and represented invalid issue, between insiders, deriving from the backdated Certificates #249 and #250. No consideration was paid, and such certificates, issued among insiders, were outside of the authorized capital. With reference to the Desist and Refrain Order, these two certificates were determined to be null and void.
C) PANAMA (offshore unlawful stock transfer void)
6 Hines Investments, S.A. (Panama), 8,382,862 shares, represented by purported Certificate #260, dated October 15, 2007, holds no interest and no rights. That stock was issued following the illegal cancellation of the original Certificates #93 and #95 and derived from illegal replacing those by the backdated Certificates #249 and #250. That stock, the balance of subsequent three unlawful transfers converted into Certificate #251 was invalid. No consideration was paid in a transaction among insiders, and this occurred outside of the authorized capital. With reference to the Desist and Refrain Order, these certificates were determined to be null and void.
7 Pine Brook, S.A. (Panama), 10,300,000 shares, represented by purported Certificates #296 and #318, dated February 25 and March 24, 2008, hold no interest and no rights, because, as evidence showed, those resulted from offshore insider transactions with no consideration paid. Such stock derived in part from the illegal cancellation of the original Certificates #93 and #95. Such transactions among insiders, the invalid replacing those Certificates by #249 and #250, were unlawful and such stock was outside of the authorized capital. With reference to the Desist and Refrain Order, these two certificates were determined to be null and void.
D) UNDETERMINED OFFSHORE JURISDICTION (unlawful stock transfer void)
8 Coast Finance Ltd. (offshore entity of undetermined jurisdiction), 5,333,000 shares, represented by purported Certificate #254, dated June 7, 2007, holds no interest and no rights. That Certificate was issued immediately upon the illegal cancellation of the original Certificates #93 and #95 and invalid replacing those by the backdated Certificates #249 and #250. No payment was made, the self-dealing transfer was among insiders, and it was outside of the authorized capital. With reference to the Desist and Refrain Order, that certificate was determined to be null and void.
As evidence shows, some or all of the above offshore entities are held by bearer shares, to conceal identifies of their owners, which the Board resolved as the aggravating circumstance enhancing the requirement for investigation on the compliance with all the applicable laws.
The Board resolved that, given the relevant Circulars of the IRS on offshore frauds, the directions on the general problems of corporate malfeasance and tax evasion, coming from the Obama administration, the corporation will not permit Turan be used for offshore manipulations of Turan stock in violation of the applicable law, at any time in the future.
Acting pursuant to NRS §78.250 and given the fact that such above cited Certificates, in the name of offshore nominees, were invalid ab initio and that their holders had no rights under the above enumerated Certificates, the Board resolved to order the above stock holders, wherever situated, to surrender the above Certificates to the Board.
At the same time, in fairness being guided by utmost diligence, the Board resolved to offer to any person(s) alleging to hold any of the above Certificates, to submit to the Board’s Commission on Claims’ Resolution an Application for Redemption and to submit evidence of: - a) payments made for the acquisition of the above Certificates of stock, - b) services rendered which are backed up by Turan board resolutions specifying the services provided, which can be ascertained under the prevailing accounting rules in monetary terms, - c) identity of purported beneficiaries, and –d) showing that all IRS and SEC rules with regards to such off shore transactions and beneficiaries were complied with.
In the event that the claimants submit evidence of consideration provided and that such consideration was not in violation of any laws, the Board will issue Promissory Notes replacing the above invalid Certificates. The terms of such Promissory Notes will be the nominal amount of the contribution either in monetary form or in ascertainable value of lawful services provided, if any, with accrued interest established at the 30 day US T-bill rate at the time of submission, payable subject to and within 6 months from energy revenues from Arys if and when oil and/or gas production from Arys produces first profit after exploration, development and deduction of production costs.
The claims by any holders of the above Certificates, supported by the above cited documentation, will be accepted for consideration by the Board’s Commission on Claims’ Resolution until October 15, 2009, and will be processed, with the decision and response to the holder within 30 days upon a claim’s submission.
UPON MOTION duly made, seconded and carried by ballot, with one Board member recusing himself from voting to avoid appearance of conflict, it was RESOLVED that the above Decision §3 be approved. Said Decision was thus adopted.
§4) Board’s Decision to Secure Filing of Missing Corporate IRS and State Tax Returns
The Board received information that the individuals who held themselves out as directors of Turan prior to February 19, 2009, did not file any tax returns for that corporation, either federal (IRS) or state returns, due in Nevada and California (at least as of August of 2008).
The Board, mindful of Resolution §10 of the shareholders’ general meeting of February 19, 2009, reconfirmed that certain former self-appointed directors and/or officers, including but not limited to Karabayev, Vanetik, were repeatedly directed to turn over to the Interim Management Committee all books, records, audits, treasury directions, bank statements, contracts, any and all other such records as required by the Interim Management Committee.
Subject to obtaining the required records from the above individuals, the Board made a decision to direct urgent preparation by competent Certified Public Accountants of the Federal and State tax returns in the United States, and to file those returns, in full compliance with the law, as soon as possible.
UPON MOTION duly made, seconded and carried by ballot, it was RESOLVED that the above Decision §4 be approved. Said Decision was thus adopted.
Conclusion of the Deliberations and of the Meeting. and Decision to Make Minutes Records Open to the Public
UPON MOTION duly made, seconded and carried by ballot, it was RESOLVED that the above Decisions and Minutes be approved in their entirety. Thereupon, the Board resolved that its agenda for the Meeting had been fully addressed and resolved to conclude deliberations.
The Board considered a proposal from the floor to have the Minutes and its Decisions public document, available through Internet media, for the purpose of transparency and for the benefit of the interested parties, as well as for the benefit of the Board’s efforts to secure the corporation’s compliance with the law, particularly after the Desist and Refrain Order, dated April 10, 2009, directed at former operators in the name of Turan.
UPON MOTION duly made, seconded and approved, it was RESOLVED that the Minutes and Decisions may be made available to the public through appropriate Internet information media. Additionally, the Board, upon its own Motion, held that it may cause to disclose reports, exhibits and documents that the Board had reviewed for that meeting, per request of interested parties. There being no further business left, UPON MOTION duly made, seconded and approved, it was RESOLVED that the meeting be terminated.
Dated: May 29, 2009
________________________________
Signed for public disclosure, based on original documents:
Kanet Meirmanov,
Acting Chief Executive Officer and Member of the Board of Directors
Seal of Turan Petroleum, Inc.
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