STTX / Stratex Oil & Gas Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Stratex Oil & Gas Holdings, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1482361
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Stratex Oil & Gas Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
November 13, 2015 15-15D

Stratex Oil & Gas Holdings NOTICE OF SUSPENSION OF DUTY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 333-164856 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as spe

October 28, 2015 EX-4.3

Wendell Lew, Trustee of the Wendell Y. M. Lew Revocable Living Trust P.O. Box 22729 Honolulu, HI 96823 October 23, 2015

Exhibit 4.3 Wendell Lew, Trustee of the Wendell Y. M. Lew Revocable Living Trust P.O. Box 22729 Honolulu, HI 96823 October 23, 2015 Hand Delivered Stratex Oil & Gas Holdings, Inc. 175 South Main Street, Suite 900 Salt Lake City, UT 84111 Attn: Michael A. Cederstrom RE: Notice of Default and Acceleration of Payments of Principal and Interest Due under $3,194,972 Convertible Promissory Note ? Common

October 28, 2015 EX-4.2

H. Lee Hornbeck Agent for Stratex Oil & Gas Holdings LLC 12% Secured Convertible Promissory Notes 3356 S. Hwy. 14 Greenville, S.C. 29615 October 26, 2015

Exhibit 4.2 H. Lee Hornbeck Agent for Stratex Oil & Gas Holdings LLC 12% Secured Convertible Promissory Notes 3356 S. Hwy. 14 Greenville, S.C. 29615 October 26, 2015 BY FEDEX & BY EMAIL Stratex Oil & Gas Holdings Inc 39 Echo Lake Road Watertown, Ct. 06795 Attention: Stephen Funk Email: [email protected] RE: NOTICE OF EVENTS OF DEFAULT; NOTICE OF ACCELERATION OF OBLIGATIONS; NOTICE OF DEMANDS ?

October 28, 2015 8-K

Stratex Oil & Gas Holdings CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 23, 2015 STRATEX OIL & GAS HOLDINGS, INC (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (

October 14, 2015 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2015 STRATEX OIL & GAS HOLDINGS, INC (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (

September 24, 2015 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2015 STRATEX OIL & GAS HOLDINGS, INC (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

September 11, 2015 8-K

Current Report

8-K 1 f8k090815stratexoil.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2015 STRATEX OIL & GAS HOLDINGS, INC (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State o

August 14, 2015 10-K/A

Stratex Oil & Gas Holdings AMENDMENT NO. 2 TO ANNUAL REPORT (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment #2) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-164856 STRATEX OIL

August 14, 2015 10-Q

Stratex Oil & Gas Holdings QUARTERLY REPORT (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2015 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

August 14, 2015 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 13, 2015 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (

July 29, 2015 EX-16.3

July 28, 2015

Exhibit 16.3 July 28, 2015 Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.02 of Form 8-K for the event that occurred on July 21, 2015, to be filed by our former client, Stratex Oil & Gas Holdings, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly

July 29, 2015 8-K

Stratex Oil & Gas Holdings CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 28, 2015 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Co

July 17, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment #1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment #1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-164856 STRATEX OIL

July 17, 2015 EX-99.5

July 9, 2015

Exhibit 99.5 July 9, 2015 Stratex Oil & Gas Holdings, Inc. 175 S. Main, Suite 900 Salt Lake City UT 84111 Attn: Mr. Michael Cederstorm Re: Reserves and Engineering Evaluation Stratex Oil & Gas Holdings Year End 2014 ? SEC Pricing EXECUTIVE SUMMARY An evaluation was performed on Forty-Nine (49) producing (PDP) wells, Fifteen (15) behind pipe (PBP) wells, Eleven (11) non-producing (PDNP) wells, Thir

May 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2015 o TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2015 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

May 11, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 5, 2015 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Comm

May 11, 2015 EX-16.2

May 8, 2015

Exhibit 16.2 May 8, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Stratex Oil & Gas Holdings, Inc. Dear Sirs/Madams: We have read Item 4.01 of the Current Report on Form 8-K dated May 8, 2015 of Stratex Oil & Gas, Inc. and we agree with the statements made therein concerning our firm. Sincerely, Sadler, Gibb & Associates, LLC

May 1, 2015 EX-10.6

SEPARATION AND MUTUAL RELEASE

Exhibit 10.6 SEPARATION AND MUTUAL RELEASE This Separation and Mutual Release Agreement ("Agreement") is made between Alan Gaines ("Gaines") and Stratex Oil & Gas Holdings, Inc. ("Stratex") with an effective date of April 28, 2015 ("Effective Date"). (Gaines and Stratex may sometimes hereafter be referred to collectively as the "Parties or individually as a "Party.") WHEREAS on May 5, 2014, Gaines

May 1, 2015 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2015 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (C

April 24, 2015 EX-16.1

April 23, 2015

Exhibit 16.1 April 23, 2015 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 17, 2015, to be filed by our former client, Stratex Oil and Gas Holdings, Inc. We agree with the statements made in response to that item insofar as they relate to our Firm. We have n

April 24, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 f8k041715stratexoil.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 17, 2015 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (Sta

April 17, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-164856 STRATEX OIL & GAS HOLDINGS,

April 17, 2015 EX-99.4

March 24, 2015

Exhibit 99.4 March 24, 2015 Stratex Oil & Gas Holdings, Inc. 175 S. Main, Suite 900 Salt Lake City UT 84111 Attn: Mr. Michael Cederstorm Re: Reserves and Engineering Evaluation Stratex Oil & Gas Holdings Year End 2014 ? SEC Pricing EXECUTIVE SUMMARY An evaluation was performed on fourty-nine (49) producing (PDP) wells, fifteen (15) behind pipe (PBP) wells, eleven (11) non-producing (PDNP) wells, t

April 1, 2015 NT 10-K

Stratex Oil & Gas Holdings NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-164856 NOTIFICATION OF LATE FILING CUSIP NUMBER 86280B105 (Check one): ?Form 10-K o Form 20-F o Form 11-K o Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tran

February 17, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 13, 2015 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

January 22, 2015 EX-10.4

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT AMENDMENT AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael J. Thurz, an individual residing in the State of Connecticut ("Executive"), h

January 22, 2015 EX-10.5

EMPLOYMENT AGREEMENT

Exhibit 10.5 EMPLOYMENT AGREEMENT AMENDMENT AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael A. Cederstrom, an individual residing in the State of Utah ("Executive"), her

January 22, 2015 EX-10.3

EMPLOYMENT AGREEMENT

EX-10.3 4 f8k011515ex10iiistratexoil.htm AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT, EFFECTIVE AS OF JANUARY 1, 2015, BETWEEN STRATEX OIL & GAS COMPANY AND MATTHEW S. COHEN. Exhibit 10.3 EMPLOYMENT AGREEMENT AMENDMENT AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its p

January 22, 2015 EX-10.2

EMPLOYMENT AGREEMENT SECOND AMENDMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT SECOND AMENDMENT SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Stephen P. Funk , an individual residing in the State of Connecticut ("

January 22, 2015 8-K

Current Report

8-K 1 f8k011515stratexoil.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2015 STRATEX OIL & GAS HOLDINGS, INC (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (St

January 22, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT AMENDMENT AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) dated as of January 1, 2015 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Alan Gaines, an individual residing in the State of California ("Executive") hereby a

December 29, 2014 EX-16.1

December 23, 2014

December 23, 2014 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.

December 29, 2014 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 23, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

December 3, 2014 EX-99.2

STRATEX OIL & GAS HOLDINGS, INC. PROVIDES UPDATE FOLLOWING ACQUISITION OF RICHFIELD OIL & GAS COMPANY

EX-99.2 4 f8k120114ex99iistratexoil.htm PRESS RELEASE Exhibit 99.2 STRATEX OIL & GAS HOLDINGS, INC. PROVIDES UPDATE FOLLOWING ACQUISITION OF RICHFIELD OIL & GAS COMPANY FOR IMMEDIATE RELEASE SALT LAKE CITY, UT (Marketwired) 12/3/14 – Stratex Oil & Gas Holdings, Inc. (OTCQB: STTX) ("Stratex" or the "Company") provided an update today with respect to the Company’s recent acquisition of Richfield Oil

December 3, 2014 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 2 f8k120114ex10istratexoil.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 1, 2014 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael A. Cederstrom, an individual residing i

December 3, 2014 EX-99.1

STRATEX OIL & GAS HOLDINGS, INC. COMPLETES ACQUISITION OF RICHFIELD OIL & GAS COMPANY

Exhibit 99.1 STRATEX OIL & GAS HOLDINGS, INC. COMPLETES ACQUISITION OF RICHFIELD OIL & GAS COMPANY FOR IMMEDIATE RELEASE SALT LAKE CITY, UT- (Marketwired) -12/1/14 – Stratex Oil & Gas Holdings, Inc. (OTCQB: STTX) ("Stratex" or the "Company") and Richfield Oil & Gas Company (“Richfield”) today announced the successful completion of the previously announced merger of a wholly owned subsidiary of Str

December 3, 2014 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 1, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

November 13, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

October 24, 2014 424B3

MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT

424B3 1 f424b3102414stratexoil.htm PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-198384 MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT Dear Richfield Stockholders: The board of directors of Richfield Oil & Gas Company, which we refer to as Richfield, has adopted and approved an Agreement and Plan of Merger, dated as of May 6, 2014 and an amendment dated July 17, 2014, which we coll

October 22, 2014 CORRESP

STTX / Stratex Oil & Gas Holdings, Inc. CORRESP - -

October 22, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

October 15, 2014 CORRESP

STTX / Stratex Oil & Gas Holdings, Inc. CORRESP - -

Attorneys & Government Relations Professionals Brian S. North 215 665 3828 [email protected] Two Liberty Place 50 S. 16th Street, Suite 3200 Philadelphia, PA 19102-2555 T 215 665 8700 F 215 665 8760 www.bipc.com October 15, 2014 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Roger Sc

October 3, 2014 S-4/A

STTX / Stratex Oil & Gas Holdings, Inc. S-4/A - - AMENDMENT TO REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 3, 2014 Registration No.

October 3, 2014 CORRESP

STTX / Stratex Oil & Gas Holdings, Inc. CORRESP - -

Attorneys & Government Relations Professionals Brian S. North 215 665 3828 [email protected] Two Liberty Place 50 S. 16th Street, Suite 3200 Philadelphia, PA 19102-2555 T 215 665 8700 F 215 665 8760 www.bipc.com October 3, 2014 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Mr. Roger Sch

October 3, 2014 EX-99.1

SPECIAL MEETING OF STOCKHOLDERS OF RICHFIELD OIL & GAS COMPANY NOVEMBER 24, 2014 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of the Special Meeting, Proxy Statement/Prospectus and Proxy Card are available at Please sign, date and ma

Exhibit 99.1 SPECIAL MEETING OF STOCKHOLDERS OF RICHFIELD OIL & GAS COMPANY NOVEMBER 24, 2014 NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of the Special Meeting, Proxy Statement/Prospectus and Proxy Card are available at Please sign, date and mail your proxy card in the envelope provided as soon as possible. i Please detach along perforated line and mail in the envelope provided.

September 19, 2014 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 15, 2014 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Michael J. Thurz, an individual residing in the State of Connecticut ("Executive"). WHEREAS, the Board of

September 19, 2014 8-K

Financial Statements and Exhibits, Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 15, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation

September 19, 2014 EX-10.2

STRATEX OIL & GAS HOLDINGS, INC. STOCK OPTION AGREEMENT

Exhibit 10.2 STRATEX OIL & GAS HOLDINGS, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is effective as of September 15, 2014 (the "Option Grant Date") by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") and Michael J. Thurz, an individual residing in the State of Connecticut (the "Optionee"). The Optionee and the Company hereby agree

September 12, 2014 EX-99.1

STRATEX OIL & GAS ANNOUNCES 35,000 ACRE JOINT DEVELOPMENT AGREEMENT IN Mississippi Lime Company Additionally Establishes New AMI in Kansas

Exhibit 99.1 STRATEX OIL & GAS ANNOUNCES 35,000 ACRE JOINT DEVELOPMENT AGREEMENT IN Mississippi Lime Company Additionally Establishes New AMI in Kansas HOUSTON, TX-(Marketwired – September 12, 2014) – Stratex Oil & Gas Holdings, Inc. (STTX) ("Stratex" or the “Company”) is pleased to announce that it has entered into a Joint Development Agreement (“JDA”) with Eagle Oil & Gas Co. (“Eagle”) and Eagle

September 12, 2014 EX-10.1

JOINT DEVELOPMENT AGREEMENT Gunsmoke Prospect Ford County, Kansas

EX-10.1 2 f8k090814ex10istratexoil.htm JOINT DEVELOPMENT AGREEMENT Exhibit 10.1 JOINT DEVELOPMENT AGREEMENT Gunsmoke Prospect Ford County, Kansas This Joint Development Agreement (“JDA”) is made by and between Eagle Oil & Gas Co. (“Eagle”), and Eagle Dodge City Partners, LP (“EDC”), each of whose address is 5950 Berkshire Lane, Suite 1100, Dallas, Texas 75225-5854 (collectively, the “Eagle Group”)

September 12, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8k090814stratexoil.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 8, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (

August 26, 2014 S-4

STTX / Stratex Oil & Gas Holdings, Inc. S-4 - - REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 26, 2014 Registration No.

August 21, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 20, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (

August 21, 2014 425

STTX / Stratex Oil & Gas Holdings, Inc. 425 - Merger Prospectus -

425 1 f8k082014stratexoil.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 20, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other ju

August 14, 2014 8-K

Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 8, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (C

August 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2014 o TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2014 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

August 14, 2014 EX-10.2

STRATEX OIL & GAS HOLDINGS, INC. STOCK OPTION AGREEMENT

EX-10.2 3 f8k080814ex10iistratexoil.htm STOCK OPTION AGREEMENT Exhibit 10.2 STRATEX OIL & GAS HOLDINGS, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is effective as of August 8, 2014 (the "Option Grant Date") by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") and Matthew S. Cohen, an individual residing in the State of New York (th

August 14, 2014 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 2 f8k080814ex10istratexoil.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of August 8, 2014 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Matthew S. Cohen, an individual residing in the S

July 23, 2014 EX-10.1

AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT Principal Amount: $4,000,000 July 17, 2014 Salt Lake City, Utah FOR VALUE RECEIVED, each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY GROUP, INC., a Texas corporation (“HEG”), HEWITT OPERATING, INC., a Utah corporation (“HOI”), HOI KANSAS PROPERTY SERIES, LLC, a Kansas series limited

July 23, 2014 EX-2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of July 17, 2014 by and among STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (the “Parent”), RICHFIELD ACQUISITION CORP., a Nevada corporation (“Merger Sub”), and RICHFIELD OIL & GAS COMPANY, a Nevada corporation (the “Company”). RECITAL A

July 23, 2014 EX-10.1

AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT Principal Amount: $4,000,000 July 17, 2014 Salt Lake City, Utah FOR VALUE RECEIVED, each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY GROUP, INC., a Texas corporation (“HEG”), HEWITT OPERATING, INC., a Utah corporation (“HOI”), HOI KANSAS PROPERTY SERIES, LLC, a Kansas series limited

July 23, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 17, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Co

July 23, 2014 425

STTX / Stratex Oil & Gas Holdings, Inc. 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act OF 1934 Date of Report (Date of Earliest Event Reported): July 17, 2014 RICHFIELD OIL & GAS COMPANY (Exact name of registrant as specified in its charter) Nevada 000-54576 35-2407100 (State or other jurisdiction of incorporation) (Commission

July 23, 2014 EX-10.1

AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT

AMENDED AND RESTATED NOTE AND SECURITY AGREEMENT Principal Amount: $4,000,000 July 17, 2014 Salt Lake City, Utah FOR VALUE RECEIVED, each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY GROUP, INC.

July 23, 2014 EX-2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of July 17, 2014 by and among STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (the “Parent”), RICHFIELD ACQUISITION CORP., a Nevada corporation (“Merger Sub”), and RICHFIELD OIL & GAS COMPANY, a Nevada corporation (the “Company”). RECITAL A. Parent, Me

July 23, 2014 EX-2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of July 17, 2014 by and among STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (the “Parent”), RICHFIELD ACQUISITION CORP., a Nevada corporation (“Merger Sub”), and RICHFIELD OIL & GAS COMPANY, a Nevada corporation (the “Company”). RECITAL A

July 23, 2014 425

STTX / Stratex Oil & Gas Holdings, Inc. 425 - Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 17, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Co

July 3, 2014 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 2, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Com

June 12, 2014 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): June 6, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Com

June 12, 2014 EX-4.1

12% SERIES B SENIOR SECURED CONVERTIBLE PROMISSORY NOTE STRATEX OIL & GAS HOLDINGS, INC. NOTE NO. ______________________ __________________, 2014

Exhibit 4.1 THIS 12% SERIES B SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (THE "NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO STRATEX OIL & GAS HOLDINGS, INC. OF AN OPINION O

June 12, 2014 EX-4.2

SERIES B WARRANT TO PURCHASE COMMON STOCK OF STRATEX OIL & GAS HOLDINGS, INC. Date of Issuance: _________, 2014 Warrant No. B-________

Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISF

May 19, 2014 EX-99.1

STRATEX OIL & GAS PROVIDES OPERATIONS UPDATE

Exhibit 99.1 Filed by Stratex Oil & Gas Holdings, Inc. (Commission File No.: 333-164856) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Richfield Oil & Gas Company (Commission File No.: 333-164856) STRATEX OIL & GAS PROVIDES OPERATIONS UPDATE HOUSTON, TX - May 19, 2014 - Stratex Oil & Gas Holdings,

May 19, 2014 425

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act OF 1934 Date of Report (Date of Earliest Event Reported): May 19, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Com

May 19, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act OF 1934 Date of Report (Date of Earliest Event Reported): May 19, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Com

May 19, 2014 EX-99.1

STRATEX OIL & GAS PROVIDES OPERATIONS UPDATE

Exhibit 99.1 Filed by Stratex Oil & Gas Holdings, Inc. (Commission File No.: 333-164856) Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Richfield Oil & Gas Company (Commission File No.: 333-164856) STRATEX OIL & GAS PROVIDES OPERATIONS UPDATE HOUSTON, TX - May 19, 2014 - Stratex Oil & Gas Holdings,

May 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2014 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2014 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

May 7, 2014 EX-10.3

LOCK-UP AGREEMENT

Exhibit 10.3 LOCK-UP AGREEMENT May 6, 2014 STRATEX OIL & GAS HOLDINGS, INC. 30 Echo Lake Road, Watertown, CT 06795 Re: Stratex Oil & Gas Holdings, Inc. Merger with Richfield Oil & Gas Company Gentlemen: The undersigned understands that Stratex Oil & Gas Holdings, Inc., (“Parent”) and its wholly owned subsidiary Merger Sub (“Merger Sub), propose to enter into an Agreement and Plan of Merger (the “M

May 7, 2014 EX-99.1

STRATEX OIL & GAS AND RICHFIELD OIL & GAS ENTER INTO AGREEMENT AND PLAN OF MERGER

STRATEX OIL & GAS AND RICHFIELD OIL & GAS ENTER INTO AGREEMENT AND PLAN OF MERGER HOUSTON, TX and SALT LAKE CITY, UT - May 7, 2014 - Stratex Oil & Gas Holdings, Inc.

May 7, 2014 EX-10.1

NOTE AND SECURITY AGREEMENT Principal Amount: $3,000,000.00 May 6, 2014 Salt Lake City, Utah

Exhibit 10.1 NOTE AND SECURITY AGREEMENT Principal Amount: $3,000,000.00 May 6, 2014 Salt Lake City, Utah FOR VALUE RECEIVED, each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY GROUP, INC., a Texas corporation (“HEG”), HEWITT OPERATING, INC., a Utah corporation (“HOI”), HOI KANSAS PROPERTY SERIES, LLC, a Kansas series limited liability company (

May 7, 2014 EX-10.2

VOTING AGREEMENT

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT is entered into as of May 6, 2014, by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Richfield Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of Richfield Oil & Gas C

May 7, 2014 EX-99.1

STRATEX OIL & GAS AND RICHFIELD OIL & GAS ENTER INTO AGREEMENT AND PLAN OF MERGER

STRATEX OIL & GAS AND RICHFIELD OIL & GAS ENTER INTO AGREEMENT AND PLAN OF MERGER HOUSTON, TX and SALT LAKE CITY, UT - May 7, 2014 - Stratex Oil & Gas Holdings, Inc.

May 7, 2014 EX-2.1

Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") Richfield Oil & Gas Company a Nevada corporation May 6, 2014

Exhibit 2.1 Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation ("Parent") Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") and Richfield Oil & Gas Company a Nevada corporation ("Company") May 6, 2014 TABLE OF CONTENTS SECTION PAGE ARTICLE I. THE TRANSACTIONS 1 Section 1.1 The Merger 1 Section 1.2 Closing. 2 Section 1.3 Effect of the Mer

May 7, 2014 EX-10.1

NOTE AND SECURITY AGREEMENT Principal Amount: $3,000,000.00 May 6, 2014 Salt Lake City, Utah

Exhibit 10.1 NOTE AND SECURITY AGREEMENT Principal Amount: $3,000,000.00 May 6, 2014 Salt Lake City, Utah FOR VALUE RECEIVED, each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY GROUP, INC., a Texas corporation (“HEG”), HEWITT OPERATING, INC., a Utah corporation (“HOI”), HOI KANSAS PROPERTY SERIES, LLC, a Kansas series limited liability company (

May 7, 2014 EX-2.1

Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") Richfield Oil & Gas Company a Nevada corporation May 6, 2014

Exhibit 2.1 Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation ("Parent") Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") and Richfield Oil & Gas Company a Nevada corporation ("Company") May 6, 2014 TABLE OF CONTENTS SECTION PAGE ARTICLE I. THE TRANSACTIONS 1 Section 1.1 The Merger 1 Section 1.2 Closing. 2 Section 1.3 Effect of the Mer

May 7, 2014 EX-10.4

EMPLOYMENT AGREEMENT

Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2014 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Alan Gaines, an individual residing in the State of California ("Executive"). WHEREAS, the Board of Directors of

May 7, 2014 EX-10.2

VOTING AGREEMENT

EX-10.2 4 f8k050614ex10iistratexoil.htm FORM OF VOTING AGREEMENT Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT is entered into as of May 6, 2014, by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Richfield Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the undersigned stockholders (each a "Stockholde

May 7, 2014 EX-10.3

LOCK-UP AGREEMENT

Exhibit 10.3 LOCK-UP AGREEMENT May 6, 2014 STRATEX OIL & GAS HOLDINGS, INC. 30 Echo Lake Road, Watertown, CT 06795 ] Re: Stratex Oil & Gas Holdings, Inc. Merger with Richfield Oil & Gas Company Gentlemen: The undersigned understands that Stratex Oil & Gas Holdings, Inc., (“Parent”) and its wholly owned subsidiary Merger Sub (“Merger Sub), propose to enter into an Agreement and Plan of Merger (the

May 7, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act OF 1934 Date of Report (Date of Earliest Event Reported): May 6, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Comm

May 7, 2014 425

Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act OF 1934 Date of Report (Date of Earliest Event Reported): May 7, 2014 RICHFIELD OIL & GAS COMPANY (Exact name of registrant as specified in its charter) Nevada 000-54576 35-2407100 (State or other jurisdiction of incorporation) (Commission F

May 7, 2014 EX-10.4

EMPLOYMENT AGREEMENT

EX-10.4 6 f8k050614ex10ivstratexoil.htm EMPLOYMENT AGREEMENT Exhibit 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 5, 2014 (the "Effective Date") between Stratex Oil & Gas Holdings, Inc., a Colorado corporation having its principal place of business at 30 Echo Lake Road, Watertown, CT 06795 (the "Company"), and Alan Gaines, an individual residing in the State of

May 7, 2014 425

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act OF 1934 Date of Report (Date of Earliest Event Reported): May 6, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Comm

May 7, 2014 EX-10.3

LOCK-UP AGREEMENT

Exhibit 10.3 LOCK-UP AGREEMENT May 6, 2014 STRATEX OIL & GAS HOLDINGS, INC. 30 Echo Lake Road, Watertown, CT 06795 Re: Stratex Oil & Gas Holdings, Inc. Merger with Richfield Oil & Gas Company Gentlemen: The undersigned understands that Stratex Oil & Gas Holdings, Inc., (“Parent”) and its wholly owned subsidiary Merger Sub (“Merger Sub), propose to enter into an Agreement and Plan of Merger (the “M

May 7, 2014 EX-10.1

NOTE AND SECURITY AGREEMENT

Exhibit 10.1 NOTE AND SECURITY AGREEMENT Principal Amount: $3,000,000.00 May 6, 2014 Salt Lake City, Utah FOR VALUE RECEIVED, each of the undersigned, RICHFIELD OIL & GAS COMPANY, a Nevada corporation (“Richfield”), HEWITT ENERGY GROUP, INC., a Texas corporation (“HEG”), HEWITT OPERATING, INC., a Utah corporation (“HOI”), HOI KANSAS PROPERTY SERIES, LLC, a Kansas series limited liability company (

May 7, 2014 EX-99.1

STRATEX OIL & GAS AND RICHFIELD OIL & GAS ENTER INTO AGREEMENT AND PLAN OF MERGER

STRATEX OIL & GAS AND RICHFIELD OIL & GAS ENTER INTO AGREEMENT AND PLAN OF MERGER HOUSTON, TX and SALT LAKE CITY, UT - May 7, 2014 - Stratex Oil & Gas Holdings, Inc.

May 7, 2014 EX-2.1

Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") Richfield Oil & Gas Company a Nevada corporation May 6, 2014

Exhibit 2.1 Agreement and Plan of Merger by and among Stratex Oil & Gas Holdings, Inc. a Colorado corporation ("Parent") Richfield Acquisition Corp. a Nevada corporation ("Merger Sub") and Richfield Oil & Gas Company a Nevada corporation ("Company") May 6, 2014 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 6, 2014, is made and entere

May 7, 2014 EX-10.2

VOTING AGREEMENT

Exhibit 10.2 VOTING AGREEMENT THIS VOTING AGREEMENT is entered into as of May 6, 2014, by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation ("Parent"), Richfield Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and each of the undersigned stockholders (each a "Stockholder" and collectively, the "Stockholders") of Richfield Oil & Gas C

April 16, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 10, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (C

April 16, 2014 EX-99.1

STRATEX OIL & GAS ENTERS INTO JOINT DEVELOPMENT AGREEMENT TO EXPLOIT SIGNIFICANT SAN MIGUEL OIL RESOURCE IN ZAVALA COUNTY, TEXAS

Exhibit 99.1 STRATEX OIL & GAS ENTERS INTO JOINT DEVELOPMENT AGREEMENT TO EXPLOIT SIGNIFICANT SAN MIGUEL OIL RESOURCE IN ZAVALA COUNTY, TEXAS Houston, TX - (Marketwired) – April 16, 2014 - Stratex Oil & Gas Holdings, Inc. (OTCQB: STTX) (the “Company”) announced today that it has entered into a Joint Development Agreement (“JDA”), dated as of April 11, 2014, by and among the Company, Quadrant Resou

April 16, 2014 EX-10.1

JOINT DEVELOPMENT AGREEMENT

Exhibit 10.1 JOINT DEVELOPMENT AGREEMENT THIS JOINT DEVELOPMENT AGREEMENT (“Agreement”) is dated as of April 11, 2014 (the “Execution Date”), by and among Quadrant Resources LLC, a Florida limited liability company (“Participant”), Eagleford Energy, Zavala Inc., a Nevada corporation (“EEZ”), and Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Stratex”). Each of Participant, EEZ, and Str

April 16, 2014 EX-10.2

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 11, 2014 (the “Effective Date”), is by and between Stratex Oil & Gas Holdings, Inc. (the “Company”) and Jeffrey Robinson (the “Executive”). RECITALS WHEREAS, the Company is a Colorado corporation having its principal office at 30 Echo Lake Road Watertown, CT 06795; and WHEREAS, the E

April 16, 2014 EX-10.3

STRATEX OIL & GAS HOLDINGS, INC. STOCK OPTION AGREEMENT

Exhibit 10.3 STRATEX OIL & GAS HOLDINGS, INC. STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is effective as of April 11, 2014 (the "Option Grant Date") by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") and Jeffrey Robinson, an individual residing in the State of Oklahoma business (the "Optionee"). The Optionee and the Company hereby agr

March 31, 2014 EX-10.5

AMENDMENT TO CONSULTING AGREEMENT

Exhibit 10.5 AMENDMENT TO CONSULTING AGREEMENT This Amendment to Consulting Agreement (this "Amendment") is made effective as of the 20th day of December, 2013 (the "Effective Date"), by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the "Company") with offices located at 30 Echo Lake Road, Watertown CT 06795 (the "Premises") and Alan Gaines, an individual residing at 23 Car

March 31, 2014 EX-99.3

ESTIMATE OF RESERVES AND FUTURE CASH FLOW to the STRATEX OIL & GAS INTEREST VARIOUS OIL AND GAS PROPERTIES located in COLORADO, KANSAS, MONTANA, AND NORTH DAKOTA as of DECEMBER 31, 2013 based on SEC GUIDELINES

Exhibit 99.3 ESTIMATE OF RESERVES AND FUTURE CASH FLOW to the STRATEX OIL & GAS INTEREST in VARIOUS OIL AND GAS PROPERTIES located in COLORADO, KANSAS, MONTANA, AND NORTH DAKOTA as of DECEMBER 31, 2013 based on SEC GUIDELINES February 20, 2014 Mr. Stephen P. Funk Stratex Oil & Gas 30 Echo Lake Road Watertown, Connecticut 06795 Dear Mr. Funk: At your request, LaRoche Petroleum Consultants, Ltd. (LP

March 31, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-164856 STRATEX OIL & GAS HOLDINGS,

March 31, 2014 EX-10.4

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 to Executive Employment Agreement (this ?Amendment?) is entered into as of the day of November, 2013, by and among Stratex Oil & Gas, Inc. (the ?Company?), Stephen P. Funk (the ?Executive?) and, solely with respect to Sections 3(c) and 3(d), Stratex Oil & Gas Holdings, Inc. (?Holdings?). This Amendment shall be dee

March 31, 2014 EX-4.1

Principal Amount: $000,000.00 Issue Date: January 24, 2014 Maturity Date: January 23, 2017 PROMISSORY NOTE

Exhibit 4.1 Principal Amount: $000,000.00 Issue Date: January 24, 2014 Maturity Date: January 23, 2017 PROMISSORY NOTE FOR VALUE RECEIVED, STRATEX OIL & GAS HOLDINGS, INC., a Colorado corporation (hereinafter called ?Borrower? or the ?Company?), hereby promises to pay to (the ?Holder?) or order, without demand, the aggregate principal amount of (the ?Principal Amount?), payable on January 23, 2017

March 17, 2014 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 13, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (C

January 27, 2014 EX-99.1

STRATEX OIL & GAS HOLDINGS. INC. AMENDS EAGLE FORD SHALE JOINT DEVELOPMENT AGREEMENT

Exhibit 99.1 STRATEX OIL & GAS HOLDINGS. INC. AMENDS EAGLE FORD SHALE JOINT DEVELOPMENT AGREEMENT HOUSTON, TX- (Marketwired)- JANUARY 27, 2014- Stratex Oil & Gas Holdings, Inc. ("Stratex" or "the Company") announced today that it had amended its Joint Development Agreement ("JDA") previously entered into on December 3, 2013 with Eagleford Energy, Inc., an Ontario, Canada corporation (“Eagleford”),

January 27, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): January 24, 2014 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

January 27, 2014 EX-10.1

FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT TO JOINT DEVELOPMENT AGREEMENT (hereinafter, the “First Amendment”) is made as of the 24th day of January, 2014, by and between EAGLEFORD ENERGY INC., an Ontario, Canada corporation (“Eagleford”), its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (“Zavala”) and STRATEX OIL AND GAS HOLDIN

December 20, 2013 8-K

Entry into a Material Definitive Agreement, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 10, 2013 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

December 10, 2013 EX-10.1

JOINT DEVELOPMENT AGREEMENT

Exhibit 10.1 JOINT DEVELOPMENT AGREEMENT THIS JOINT DEVELOPMENT AGREEMENT (hereinafter, the “Agreement”) is made as of the 3rd day of December, 2013, by and between EAGLEFORD ENERGY INC., an Ontario, Canada corporation (“Eagleford”), its wholly-owned subsidiary, EAGLEFORD ENERGY, ZAVALA INC., a Nevada corporation (“Zavala”) and STRATEX OIL AND GAS HOLDINGS, INC., a Colorado corporation (hereinafte

December 10, 2013 EX-99.1

STRATEX OIL & GAS HOLDINGS ENTERS INTO EAGLE FORD SHALE JOINT DEVELOPMENT AGREEMENT

EX-99.1 3 f8k120313ex99istratex.htm STRATEX OIL & GAS HOLDINGS, INC., PRESS RELEASE, ISSUED DECEMBER 10, 2013 Exhibit 99.1 STRATEX OIL & GAS HOLDINGS ENTERS INTO EAGLE FORD SHALE JOINT DEVELOPMENT AGREEMENT Watertown, CT- (Marketwired – December 10, 2013) - Stratex OIl & Gas Holdings, Inc. (OTCQB-STTX) ("Stratex" or "the Company") announced today that it entered into a Joint Development Agreement

December 10, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): December 3, 2013 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

December 3, 2013 EX-99.1

STRATEX OIL & GAS HOLDINGS, INC. ACQUIRES WORKING INTERESTS IN JEFFREY LEASE LOCATED IN CALLAHAN COUNTY, TEXAS

Exhibit 99.1 STRATEX OIL & GAS HOLDINGS, INC. ACQUIRES WORKING INTERESTS IN JEFFREY LEASE LOCATED IN CALLAHAN COUNTY, TEXAS Watertown, CT- Stratex OIl & Gas Holdings, Inc. (OTCQB-STTX) ("Stratex" or "the Company") announced today that it had acquired certain working interests in the Jeffrey Lease (the Lease"), located in Callahan County, TX. Stratex will conduct various drilling, workover and comp

December 3, 2013 EX-10.1

THE JEFFREY LEASE PURCHASE, PARTICIPATION AND OPERATIONS AGREEMENT BY AND BETWEEN STRATEX OIL & GAS, INC. MESA RESOURCES, INC. NOVEMBER 22, 2013

Exhibit 10.1 THE JEFFREY LEASE PURCHASE, PARTICIPATION AND OPERATIONS AGREEMENT BY AND BETWEEN STRATEX OIL & GAS, INC. AND MESA RESOURCES, INC. NOVEMBER 22, 2013 This Purchase, Participation and Operations Agreement (this “Agreement”) is entered into this 22nd day of November, 2013 by and between Stratex Oil & Gas, Inc. (“Stratex” or “Buyer”), a Colorado Corporation whose address is 30 Echo Lake R

December 3, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 22, 2013 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2013 o TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

October 22, 2013 8-K

Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 17, 2013 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

October 18, 2013 EX-10.1

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made effective as of the 15th day of October, 2013 (the “Effective Date”), by and between Stratex Oil & Gas Holdings, Inc., a Colorado corporation (the “Company”) with offices located at 30 Echo Lake Road, Watertown CT 06795 (the “Premises”) and Alan Gaines, an individual residing at 23 Cardinal Road, Weston CT 06883

October 18, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): October 15, 2013 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation)

September 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 f8k083013stratexoil.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 30, 2013 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (St

August 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 o TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

August 14, 2013 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-164856 NOTIFICATION OF LATE FILING CUSIP NUMBER 86280B105 (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR For Period Ended: June 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report o

June 5, 2013 CORRESP

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STRATEX OIL & GAS HOLDING, INC. June 5, 2013 VIA EDGAR AND OVERNIGHT MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-4628 Attention: Paul Monsour H. Roger Schwall Re: Stratex Oil & Gas Holdings, Inc. Current Report on Form 8-K Filed July 12, 2012, as amended on July 13, 2012 (File No. 333-164856) Gentlemen: On behalf of Stratex Oil &

June 5, 2013 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets - CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 6, 2012 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation

May 15, 2013 EX-3.1

EX-3.1

Exhibit 3.1

May 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2013 o TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

April 5, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 o TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-164856 STRATEX OIL & GAS HOLDINGS,

April 1, 2013 NT 10-K

- FORM NT-10K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-164856 NOTIFICATION OF LATE FILING CUSIP NUMBER 86280B105 (Check one): ýForm 10-K o Form 20-F o Form 11-K o Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tran

February 27, 2013 CORRESP

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VIA EDGAR AND OVERNIGHT MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

February 27, 2013 EX-10.14

CONSULTING AGREEMENT

EX-10.14 8 f8k070612a2ex10xivstratex.htm GEOVAL CONSULTING AGREEMENT (FILED HEREWITH) Exhibit 10.14 CONSULTING AGREEMENT This agreement is made the El", day otz1345. 2011, by and between Stratex Oil & Gas, Inc., a Delaware Corporation located at 888 Seventh Avenue 12th Floor, New York, NY 10019 (hereinafter "SOG"), and Geoval LLC, located at (hereinafter "GEOVAL"). RECITALS A. SOG is seeking the s

February 27, 2013 CORRESP

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VIA EDGAR AND OVERNIGHT MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

February 27, 2013 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets - AMENDED CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 6, 2012 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation

February 27, 2013 EX-10.13

February 27, 2012

Exhibit 10.13 February 27, 2012 Mr. Stephen Funk, CEO Stratex Oil & Gas 30 Echo Lake RD Watertown, CT 06795 RE: Engagement Letter Dear Mr. Funk: This letter, if accepted by you below, shall constitute an agreement between LaRoche Petroleum Consultants, Ltd. (hereinafter "LPC") and Stratex Oil & Gas (the Company). We are pleased to have the opportunity to provide to the Company consulting, petroleu

February 27, 2013 EX-3.1

Colorado Secretary of State Date and Time: 05/24/2012 02:51 PM Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. $50.00 ID Number: 20121288926 Documen

EXHIBIT 3.1 Colorado Secretary of State Date and Time: 05/24/2012 02:51 PM Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. $50.00 ID Number: 20121288926 Document number: 20121288926 Amount Paid: $50.00 To access other information or print copies of filed documents, visit www.sos.state.co.us and se

February 27, 2013 EX-2.2

Delaware PAGE 1 The First State

EXHIBIT 2.2 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES: "STRATEX ACQUISITION CORP.", A COLORADO CORPORATION, WITH AND INTO "STRATEX OIL & GAS, INC." UNDER THE NAME OF "STRATEX OIL & GAS, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE L

February 27, 2013 EX-2.3

Document processing fee If document is filed on paper If document is filed electronically $150.00 Currently Not Available Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other

EX-2.3 3 f8k070612a2ex2iiistratex.htm STATE OF COLORADO STATEMENT OF MERGER EXHIBIT 2.3 Document processing fee If document is filed on paper If document is filed electronically $150.00 Currently Not Available Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos

February 27, 2013 EX-10.15

BRIO FINANCIAL GROUP 220 DAVIDSON AVE SUITE 305 SOMERSET, NEW JERSEY 08873

Exhibit 10.15 BRIO FINANCIAL GROUP 220 DAVIDSON AVE SUITE 305 SOMERSET, NEW JERSEY 08873 March 1, 2012 The Board of Directors of: Stratex Oil & Gas Steve Funk 30 Echo Lake Road Watertown, CT 06795 In order to document the understanding between us as to the scope of the work that Brio Financial Group will perform for the period March 1, 2012 through December 31, 2012, as well as certain other matte

February 27, 2013 EX-10.10

ASSIGNMENT, CONVEYANCE AND BILL OF SALE

Exhibit 10.10 ASSIGNMENT, CONVEYANCE AND BILL OF SALE STATE OF NEBRASKA o COUNTY OF SIOUX o KNOW ALL MEN BY THESE PRESENTS THAT, NEBRASKA ALLIANCE RESOURCES LLC, whose address is 1421 S. Steele, Denver, CO 80210 (hereinafter referred to as "Assignor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is here

February 27, 2013 EX-10.6

99853 Fee: 496.00 Page 1 of 17 Golden Valley County, Filed 8/12/2011 at 11:12 AM Susan Davidson, North Dakota Recorder By Crystal Nesilg Deputy RETURN TO ROBERT PRIGGE, ATTORNEY AT LAW PO BOX 1457 BILLINGSMT 59103

Exhibit 10.6 99853 Fee: 496.00 Page 1 of 17 Golden Valley County, Filed 8/12/2011 at 11:12 AM Susan Davidson, North Dakota Recorder By Crystal Nesilg Deputy RETURN TO ROBERT PRIGGE, ATTORNEY AT LAW PO BOX 1457 BILLINGSMT 59103 STATE OF NORTH DAKOTA } } COUNTY OF GOLDEN VALLEY } GRANTOR ü GRANTEE ü TRACT ü ASSIGNMENT OF OIL AND GAS LEASES KNOW ALL MEN BY THESE PRESENTS: That, Sage Oil & Gas Co., wh

November 26, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2012 o TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2012 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

November 26, 2012 EX-10.1

PURCHASE AND SALE AGREEMENT

Exhibit 10.1 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (the ?Agreement?) is made and entered into this day of October, 2012 and made effective on the 1st day of November, 2012 (the ?Effective Date?), between Fortuna Energy, Inc, whose address is 4848 Hwy 84 #110, Williston, ND 58801 (?SELLER?); and Stratex Oil & Gas, Inc (?BUYER?), whose address is 30 Echo Lake Road, Watertown,

November 15, 2012 NT 10-Q

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-164856 NOTIFICATION OF LATE FILING CUSIP NUMBER 86280B105 (Check one): ¨ Form 10-K o Form 20-F o Form 11-K ý Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o T

August 28, 2012 EX-99.1

Stratex Announces Offer to Acquire Magellan Petroleum

Exhibit 99.1 Stratex Announces Offer to Acquire Magellan Petroleum Watertown, CT, August 28, 2012 (GLOBE NEWSWIRE) – Stratex Oil & Gas Holdings, Inc. (OTCQB:STTX) (“Stratex”), today announced that it has made an offer to acquire Magellan Petroleum (NASDAQ: MPET) for $2.30 per share in cash and stock. The offer was made in a letter to Magellan’s CEO with a copy to the Board of Directors yesterday a

August 28, 2012 EX-99.2

OIL & GAS HOLDINGS, INC.

Exhibit 99.2 STRATEX OIL & GAS HOLDINGS, INC. August 27, 2012 Mr. Tom Wilson President and CEO Magellan Petroleum Corp. 1775 Sherman Street, Suite 1950 Denver, CO 80203 Dear Tom: As you know from our meeting in Portland ME along with Tim Kelly of Stratex and Antoine Lafarque of Magellan that Stratex is quite interested in a business combination of Stratex and Magellan. To that end Stratex has arra

August 28, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2012 o TRAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

August 28, 2012 8-K

Financial Statements and Exhibits, Other Events - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 28, 2012 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (

August 28, 2012 SC TO-C

- SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 MAGELLAN PETROLEUM CORPORATION (Name of Subject Company (Issuer)) STRATEX OIL & GAS HOLDINGS, INC. (Name of Filing Persons (Offerors)) Common Stock, par value $0.01 per share (Title of Class of Securities) 559091301 (CU

August 28, 2012 EX-99.1

Stratex Announces Offer to Acquire Magellan Petroleum

Exhibit 99.1 Stratex Announces Offer to Acquire Magellan Petroleum Watertown, CT, August 28, 2012 (GLOBE NEWSWIRE) – Stratex Oil & Gas Holdings, Inc. (OTCQB:STTX) (“Stratex”), today announced that it has made an offer to acquire Magellan Petroleum (NASDAQ: MPET) for $2.30 per share in cash and stock. The offer was made in a letter to Magellan’s CEO with a copy to the Board of Directors yesterday a

August 28, 2012 425

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): August 28, 2012 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (

August 28, 2012 EX-99.2

OIL & GAS HOLDINGS, INC.

Exhibit 99.2 STRATEX OIL & GAS HOLDINGS, INC. August 27, 2012 Mr. Tom Wilson President and CEO Magellan Petroleum Corp. 1775 Sherman Street, Suite 1950 Denver, CO 80203 Dear Tom: As you know from our meeting in Portland ME along with Tim Kelly of Stratex and Antoine Lafarque of Magellan that Stratex is quite interested in a business combination of Stratex and Magellan. To that end Stratex has arra

August 20, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2012 Or o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-164856 STRATEX OIL & GAS HOLDINGS, INC.

August 16, 2012 CORRESP

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August 16, 2012 Via Edgar Paul Monsour Staff Attorney U.S. Securities & Exchange Commission Division of Corporation Finance Washington, DC 20549 Re: Stratex Oil & Gas Holdings, Inc. Current Report on Form 8-K Filed July 12, 2012, as amended on July 13, 2012 File No. 333-164856 Dear Mr. Monsour: We are in receipt of your comment letter dated August 10, 2012 to the above referenced Current Report fi

August 14, 2012 NT 10-Q

- QUARTERLY EXTENSION FOR THE PERIOD ENDING 06/12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-164856 NOTIFICATION OF LATE FILING CUSIP NUMBER 86280B105 (Check one): ¨Form 10-K o Form 20-F o Form 11-K ý Form 10-Qo Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transiti

July 13, 2012 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets - CURRENT REPORT AMENDMENT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K /A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 6, 2012 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporatio

July 12, 2012 EX-10.1

SPLIT-OFF AGREEMENT

Exhibit 10.1 SPLIT-OFF AGREEMENT This SPLIT-OFF AGREEMENT, dated as of July 3, 2012 (this “Agreement”), is entered into by and among Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Seller”), PMB Holdings, Inc., a Nevada corporation and a wholly-owned subsidiary of Seller (“Split-Off Subsidiary”) and Allan Ligi (“Buyer”). RECITALS: WHEREAS, Seller is the owner of all of the issued and ou

July 12, 2012 EX-10.2

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 1, 2012 (the “Effective Date”), is by and between Stratex Oil & Gas, Inc. (the “Company”) and Timothy Kelly (the “Executive”). RECITALS WHEREAS, the Company is a Delaware corporation having its principal office at 30 Echo Lake Road, Watertown, NY 06795; and WHEREAS, the Executive is

July 12, 2012 EX-10.8

723086 Page: 1 of 3 11/28/2011 10:26 AP WILLIAMS COUNTY, ND OGL $16.00

Exhibit 10.8 723086 Page: 1 of 3 11/28/2011 10:26 AP WILLIAMS COUNTY, ND OGL $16.00 PRODUCERS 88-PAID UP Rev. 5-80, No. 2 OIL AND GAS LEASE AGREEMENT, Made and entered into the 19th Day of December 2011, by and between Diane C. Geving, a married woman dealing in her sole and separate property, and as an Heir of Lenard A. Flaten, deceased, whose post office address is 3206 Russell Road, Centralia W

July 12, 2012 EX-3.3

BYLAWS STRATEX ACQUISITION CORP. ARTICLE I

Exhibit 3.3 BYLAWS OF STRATEX ACQUISITION CORP. ARTICLE I OFFICES Section l. Offices: The principal office of the Corporation shall be determined by the Board of Directors, and the Corporation shall have other offices at such places as the Board of Directors may from time to time determine. ARTICLE II STOCKHOLDER'S MEETINGS Section l. Place: The place of stockholders’ meetings shall be the princip

July 12, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): July 6, 2012 STRATEX OIL & GAS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Commission File N

July 12, 2012 EX-99.1

ESTIMATE OF RESERVES AND FUTURE NET CASH FLOW to the STRATEX OIL & GAS INTEREST in certain properties located in ROOSEVELT COUNTY, MONTANA as of DECEMBER 31, 2011 BASED ON CONSTANT PRICES AND COSTS in Accordance with SECURITIES AND EXCHANGE COMMISSIO

Exhibit 99.1 ESTIMATE OF RESERVES AND FUTURE NET CASH FLOW to the STRATEX OIL & GAS INTEREST in certain properties located in ROOSEVELT COUNTY, MONTANA as of DECEMBER 31, 2011 BASED ON CONSTANT PRICES AND COSTS in Accordance with SECURITIES AND EXCHANGE COMMISSION GUIDELINES LaRoche Petroleum Consultants, Ltd. 1 LaRoche Petroleum Consultants, Ltd. March 15, 2012 Mr. Stephen Funk, CEO Stratex Oil &

July 12, 2012 EX-4.1

Principal Amount: ___________ Purchase Price: ___________ Issue Date: October __, 2011 Maturity Date: October __, 2012 CONVERTIBLE PROMISSORY NOTE

Exhibit 4.1 THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, N

July 12, 2012 EX-10.6

AKNOWLEDGEMENT

Exhibit 10.6 KNOW ALL MEN BY THESE PRESENTS: That, Sage Oil & Gas Co., whose address is 4319 Palisades Park, Billings, Montana 59106, herein called "Assignor," in consideration of Ten Dollars ($10.00) and other good and valuable consideration to it in hand paid, the receipt and sufficiency of which are hereby acknowledged, does hereby ASSIGN, TRANSFER, SELL, SET OVER and CONVEY unto Stratex Oil an

July 12, 2012 EX-10.4

STRATEX OIL & GAS, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.4 STRATEX OIL & GAS, INC. 2012 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide incentives to individuals who perform services for the Company, and ● to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Opt

July 12, 2012 EX-3.2

BYLAWS STRATEX OIL & GAS, INC. Adopted by Resolution on February 18, 2011 ARTICLE I

Exhibit 3.2 BYLAWS OF STRATEX OIL & GAS, INC. Adopted by Resolution on February 18, 2011 ARTICLE I Shareholders Section 1. Annual Meetings. An annual meeting of shareholders shall be held for the election of directors on such date and at such time and place as the Board of Directors may, from time to time, determine. Any other proper business may be transacted at the annual meeting. If the annual

July 12, 2012 EX-2.1

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION

Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on July 3, 2012, by and among Stratex Oil & Gas Holdings, Inc., a Colorado corporation (“Parent”), Stratex Acquisition Corp., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and Stratex Oil & Gas, Inc.

July 12, 2012 EX-10.3

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 1, 2012 (the “Effective Date”), is by and between Stratex Oil & Gas, Inc. (the “Company”) and Stephen P. Funk (the “Executive”). RECITALS WHEREAS, the Company is a Delaware corporation having its principal office at 30 Echo Lake Road, Watertown, NY 06795; and WHEREAS, the Executive i

July 12, 2012 EX-16.1

John Kinross-Kennedy, C.P.A. 17848 Skypark Circle Irvine, CA 92614-6401 (949) 955-2522. Fax (949)724-3817 July 9, 2012

Exhibit 16.1 John Kinross-Kennedy, C.P.A. 17848 Skypark Circle Irvine, CA 92614-6401 (949) 955-2522. Fax (949)724-3817 [email protected]\ July 9, 2012 Office of the Chief Accountant Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549 I have read Item 4 included in the Form 8-K dated July 9, 2012 of Stratex Oil & Gas Holdings, Inc. to be filed with the Securities and Exch

July 12, 2012 EX-10.11

ASSIGNMENT OF OVERRIDING ROYALTY INTEREST

Exhibit 10.11 ASSIGNMENT OF OVERRIDING ROYALTY INTEREST STATE: KANSAS COUNTY: LANE ASSIGNOR: PINECONE PETROLEUM 1421 S. Steele Denver, CO 80210 ASSIGNEES: Stratex Oil and Gas, Inc. Meir Cohen 30 Echo Lake Road 675 Third Avenue, Suite 2400 Watertown, CT 06795 New York, NY 10017 Rotary Partners Lynden Capital 196 Fern Avenue 57 Gramercy Avenue Litchfield, CT 06759 Rye, NY 10580 Assignor, named above

July 12, 2012 EX-10.9

ASSIGNMENT OF OIL, GAS & MINERAL LEASE

Exhibit 10.9 ASSIGNMENT OF OIL, GAS & MINERAL LEASE KNOW ALL MEN BY THESE PRESENTS: That the undersigned, Northland Natural Resources, LLC, Whose Address is 98 Wadsworth Blvd. #127-118, Lakewood, CO 80226-1553, ("hereinafter called "Assignor"), for and in consideration of the sum of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

July 12, 2012 EX-2.3

EX-2.3

EX-2.3 4 f8k0712ex2iiistratex.htm STATE OF COLORADO STATEMENT OF MERGER Exhibit 2.3

July 12, 2012 EX-3.1

EX-3.1

Exhibit 3.1

July 12, 2012 EX-10.5

AGREEMENT OF PURCHASE AND SALE

Exhibit 10.5 AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT is made and entered into, by and between B&R Development, Inc., 1925 Grand Ave Suite 126, Billings, Montana 59102 ("SELLER") and Stratex Oil and Gas, Inc., 30 Echo Lake Road, Watertown, Connecticut 06795 ("BUYER"). SELLER agrees to sell and BUYER agrees to buy, for the cash sum of $700,000.00 or as may otherwise be adjusted as provided for

July 12, 2012 EX-4.4

Colorado Secretary of State Date and Time: 06/21/2012 12:21 PM Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print

Exhibit 4.4 Colorado Secretary of State Date and Time: 06/21/2012 12:21 PM Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business. $25.00 ID Number: 19891001421 Document number: 20121336550 Amoun

July 12, 2012 EX-4.3

NOTE PURCHASE AGREEMENT

EX-4.3 10 f8k0712ex4iiistratex.htm FORM OF NOTE PURCHASE AGREEMENT Exhibit 4.3 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the day of October, 2011 by and between Stratex Oil & Gas, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and, collecti

July 12, 2012 EX-4.2

COMMON STOCK PURCHASE WARRANT

Exhibit 4.2 THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, N

July 12, 2012 EX-2.2

EX-2.2

Exhibit 2.2

July 12, 2012 EX-21.1

Subsidiaries of Stratex Oil & Gas Holdings, Inc. Stratex Oil & Gas, Inc., a Delaware corporation.

Exhibit 21.1 Subsidiaries of Stratex Oil & Gas Holdings, Inc. Stratex Oil & Gas, Inc., a Delaware corporation.

July 12, 2012 EX-10.7

ASSIGNMENT OF OIL AND GAS LEASE STATE OF MONTANA § § COUNTY OF SHERIDAN §

Exhibit 10.7 FILM 639 EXP 1701 ASSIGNMENT OF OIL AND GAS LEASE STATE OF MONTANA § § COUNTY OF SHERIDAN § KNOW ALL MEN BY THESE PRESENTS: THAT, L & H Resources, LLP. whose address P. 0. Box 20711, Billings, MT 59104 (hereinafter called "Assignor"), for the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt of which is hereby acknowledged, does hereby assign, transfer and deli

July 12, 2012 EX-99.2

Stratex Announces Completion of Merger to Advance Exploration, Acquisition and Production of Oil and Gas Properties in the United States

Exhibit 99.2 Stratex Announces Completion of Merger to Advance Exploration, Acquisition and Production of Oil and Gas Properties in the United States Watertown, CT, July 9, 2012 (GLOBE NEWSWIRE) – Stratex Oil & Gas Holdings, Inc. (OTCQB:PWMY) (“Stratex”), today announced the successful completion of a merger on July 6, 2012 with Stratex Oil & Gas, Inc. (the “Merger”), an oil and gas company specia

July 12, 2012 EX-10.12

ASSIGNMENT, CONVEYANCE AND BILL OF SALE

EX-10.12 23 f8k0712ex10xiistratex.htm ASSIGNMENT, CONVEYANCE AND BILL OF SALE Exhibit 10.12 ASSIGNMENT, CONVEYANCE AND BILL OF SALE STATE OF COLORADO  COUNTY OF WELD  KNOW ALL MEN BY THESE PRESENTS THAT, FRONT RANGE ENERGY PARTNERS, LLC, whose address is 801 Englewood Parkway. D-303, Englewood, CO 80110 (hereinafter referred to as "Assignor"), for and in consideration of the sum of Ten Dollars (

July 12, 2012 EX-10.10

ASSIGNMENT, CONVEYANCE AND BILL OF SALE

Exhibit 10.10 ASSIGNMENT, CONVEYANCE AND BILL OF SALE STATE OF NEBRASKA o COUNTY OF SIOUX o KNOW ALL MEN BY THESE PRESENTS THAT, NEBRASKA ALLIANCE RESOURCES LLC, whose address is 1421 S. Steele, Denver, CO 80210 (hereinafter referred to as "Assignor"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is here

June 6, 2012 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 31, 2012 Stratex Oil & Gas Holdings, Inc. (Exact name of registrant as specified in its charter) Colorado 333-164856 94-3364776 (State or other jurisdiction of incorporation) (Comm

June 6, 2012 EX-3

Articles of Amendment filed on May 25, 2012

Exhibit 3

May 21, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2012 Commission File No. 33-164856 POWA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2012 Commission File No. 33-164856 POWAY MUFFLER AND BRAKE, INC. (exact name of registrant as specified in its charter) Colorado 94-3364776 (State or other jurisdiction of incorporation or

May 18, 2012 PRE 14C

- POWAY MUFFLER & BRAKE PRELIMINARY SCHEDULE 14C INFORMATION STAEMENT, 05.17.12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14 (c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement Poway Muffler and Brake, Inc. (Name

May 15, 2012 NT 10-Q

- POWAY MUFFLER AND BRAKE 12B-25 EXTENSION FOR 10Q, 03.31.12

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-172590 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: March 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o

April 3, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 33-164856 POWAY MUFFLER AND BRAKE, INC.

March 30, 2012 NT 10-K

- POWAY MUFFLER AND BRAKE 12B-25 EXTENSION FOR 10K, 12.31.11

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12B-25 COMMISSION FILE NUMBER: 33-164856 NOTIFICATION OF LATE FILING Check One: x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-

November 21, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2011 Commission File No. 33-164856

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2011 Commission File No. 33-164856 POWAY MUFFLER AND BRAKE, INC. (exact name of registrant as specified in its charter) Colorado 94-3364776 (State or other jurisdiction of incorporation

November 15, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-172590 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-172590 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: September 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10

September 9, 2011 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I

September 8, 2011 CORRESP

POWAY MUFFLER & BRAKE, INC.

POWAY MUFFLER & BRAKE, INC. September 8, 2011 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Attn: Mr. John Stickel Division of Corporate Finance 100 F. Street NE Washington, D.C. 20549 Re: Poway Muffler & Brake, Inc. Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Poway Muffler & Brake, Inc. (the “Co

August 24, 2011 CORRESP

August 23, 2011

Synergen Law Group A Professional Law Corporation August 23, 2011 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 3 to Registration Statement on Form S-1 - POS-AM File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, I

August 24, 2011 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I

August 12, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2011 Commission File No. 33-164856 POWAY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2011 Commission File No. 33-164856 POWAY MUFFLER AND BRAKE, INC. (exact name of registrant as specified in its charter) Colorado 94-3364776 (State or other jurisdiction of incorporation or o

August 12, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2011 Commission File No. 33-164856 POWA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2011 Commission File No. 33-164856 POWAY MUFFLER AND BRAKE, INC. (exact name of registrant as specified in its charter) Colorado 94-3364776 (State or other jurisdiction of incorporation or

July 29, 2011 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I

July 1, 2011 POS AM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - POST-EFFECTIVE AMENDMENT NO. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I

April 21, 2011 CORRESP

POWAY MUFFLER & BRAKE, INC.

POWAY MUFFLER & BRAKE, INC. April 21, 2011 THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Attn: Mr. John Stickel Division of Corporate Finance 100 F. Street NE Washington, D.C. 20549 Re: Poway Muffler & Brake, Inc. Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Poway Muffler & Brake, Inc. (the ?Compa

April 15, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registran

S-1/A 1 poways1a8.htm POWAY MUFFLER & BRAKE S-1 AMENDMENT #8, 04.15.11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Stand

April 15, 2011 CORRESP

April 14, 2011

Synergen Law Group A Professional Law Corporation April 14, 2011 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 8 to Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, Inc. (the '

April 4, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 7 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer

April 1, 2011 CORRESP

April 1, 2011

Synergen Law Group A Professional Law Corporation April 1, 2011 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 7 to Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, Inc. (the ''

March 10, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer

March 9, 2011 CORRESP

March 9, 2011

Synergen Law Group A Professional Law Corporation March 9, 2011 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 6 to Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, Inc. (the ''

February 4, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/A - AMENDMENT NO. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer

February 3, 2011 CORRESP

February 3, 2011

Synergen Law Group A Professional Law Corporation February 3, 2011 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 5 to Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, Inc. (the

January 21, 2011 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/ A - AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1/ A - AMENDMENT NO. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer

January 20, 2011 CORRESP

January 20, 2011

Synergen Law Group A Professional Law Corporation January 20, 2011 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 4 to Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, Inc. (the

December 1, 2010 CORRESP

Synergen Law Group A Professional Law Corporation November 18, 2010

Synergen Law Group A Professional Law Corporation November 18, 2010 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 2 to Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, Inc. (th

November 22, 2010 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registrant as specified in it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer Identification Numbe

September 24, 2010 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registrant as specified in it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer Identification Numbe

September 24, 2010 CORRESP

Synergen Law Group A Professional Law Corporation September 16, 2010

Synergen Law Group A Professional Law Corporation September 16, 2010 Mr. John Stickel, Attorney Advisor Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Via EDGAR Only Re: Poway Muffler and Brake, Inc. Amendment No. 1 to Registration Statement on Form S-1 File No. 333-164856 Dear Mr. Stickel: On behalf of Poway Muffler and Brake, Inc. (t

April 5, 2010 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registrant as specified in it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer Identification Numbe

February 11, 2010 EX-3.1

ARTICLES OF INCORPORATION ROSS INVESTMENTS, INC.

Exhibit 3.1 ARTICLES OF INCORPORATION OF ROSS INVESTMENTS, INC. KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporator being a natural person of the age of eighteen years or more and desiring to form a body corporate under the laws of the State of Colorado does hereby sign, verify and deliver in duplicate to the Secretary of State of the State of Colorado, these Articles of Incorporatio

February 11, 2010 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. _______________________________________ (Exact name of registrant as specified in it

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWAY MUFFLER AND BRAKE, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation or organization) 5 (Primary Standard Industrial Classification Code Number) 94-3364776 (I.R.S. Employer Identification Numbe

February 11, 2010 EX-3.2

ROSS INVESTMENTS, INC. ARTICLE I

Exhibit 3.2 BYLAWS OF ROSS INVESTMENTS, INC. ARTICLE I OFFICES Section l. Offices: The principal office of the Corporation shall be determined by the Board of Directors, and the Corporation shall have other offices at such places as the Board of Directors may from time to time determine. ARTICLE II STOCKHOLDER'S MEETINGS Section l. Place: The place of stockholders’ meetings shall be the principal

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