VOIL / Virtus Oil and Gas Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Virtus Oil and Gas EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54526 CUSIP NUMBER (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 o Form N-CSR For Period Ended: May 31, 2016 o Tran

VOILD / Virtus Oil and Gas Corp. / TANGIERS INVESTMENT GROUP, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. ) * Virtus Oil and Gas Corp. (Name of issuer) Common Stock. $0.001 value per share (Title of class of securities) 92834V209 (CUSIP number) July 7, 2016 (Date of Event Which Requires filing of this Statement) Check the appropriate box to designate the rule pu

PURCHASE AND ASSIGNMENT AGREEMENT

Exhibit 10.1 PURCHASE AND ASSIGNMENT AGREEMENT THIS PURCHASE AND ASSIGNMENT AGREEMENT (this ?Agreement?), is entered into on April 26, 2016, by and between Vis Vires Group, Inc. (the ?Assignor?) and FirstFire Global Opportunities Fund LLC (the ?Assignee?), and by Virtus Oil and Gas Corp., a Nevada corporation (the ?Company?), solely with respect to Sections 1.2(c), 7.9 and for the express purposes

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, 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): April 26, 2016 VIRTUS OIL AND GAS CORP. (Exact name of registrant as specified in its charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Emplo

CONVERTIBLE PROMISSORY NOTE

EX-4.1 2 virtus8k-ex0401.htm FORM OF CONVERTIBLE NOTE Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE AB

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE S

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 29, 2016 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 000-54526 VIRTUS OIL

Virtus Oil and Gas FORM 10-Q (Quarterly Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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: February 29, 2016 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 000-54526 VIRTUS OIL AND GAS CORP. (Nam

Virtus Oil and Gas 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54526 CUSIP NUMBER (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 o Form N-CSR For Period Ended: February 29, 2016 o

Virtus Oil and Gas ANNUAL REPORT (Annual Report)

U.S. 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 November 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 No. 000-54526 VIRTUS OIL AND GAS CORP. (Exact name o

Virtus Oil and Gas DEFINITIVE NOTICE AND INFORMATION STATEMENT

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: o Preliminary Information Statement x Definitive Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) VIRTUS OIL AND GAS CORP. (Name of Re

Virtus Oil and Gas EXTENSION

NT 10-K 1 virtusext.htm EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54526 CUSIP NUMBER (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: November 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition R

Virtus Oil and Gas PRELIINARY NOTICE AND INFORMATION STATEMENT

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 ? Definitive Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) VIRTUS OIL AND GAS CORP. (Name of Re

VIRTUS OIL & GAS CORP 7,264,973 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-205237 Prospectus Supplement No. 1 (to Prospectus dated August 10, 2015) VIRTUS OIL & GAS CORP 7,264,973 Shares of Common Stock This prospectus supplement supplements the prospectus dated August 10, 2015 (the ?Prospectus?), which forms a part of our Amendment No. 1 to our Registration Statement on Form S-1 (Registration No. 333-205237). This pr

SENIOR CONVERTIBLE NOTE

Exhibit 4.1 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGI

Virtus Oil and Gas NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54526 CUSIP NUMBER (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 o Form N-CSR For Period Ended: August 31, 2015 o T

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, 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): October 7, 2015 VIRTUS OIL AND GAS CORP. (Exact name of registrant as specified in its charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Empl

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of October 7, 2015, between VIRTUS OIL AND GAS CORP., a Nevada corporation (the ?Company?), and HIMMIL INVESTMENTS, LTD., a British Virgin Island company (the ?Investor?). In connection with the Securities Purchase Agreement, dated as of October 7, 2015, entered into by the

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the 7th day of October, 2015 by and between VIRTUS OIL AND GAS CORP., a Nevada corporation (the ?Company?), and HIMMIL INVESTMENTS, LTD., a British Virgin Island company (the ?Investor?). WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 26, 2015 VIRTUS OIL AND GAS CORP. (Exact name of registrant as specified in its charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Emplo

VIRTUS OIL AND GAS CORP. 7,264,973 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-205237 VIRTUS OIL AND GAS CORP. 7,264,973 Shares of Common Stock This prospectus relates to the resale of up to 7,264,973 shares of common stock by Himmil Investments, Ltd. (the ?selling security holder?). The shares of common stock subject to this prospectus include: (1) 5,369,763 shares of common stock issuable upon conversion of the converti

Virtus Oil and Gas ESP

VIRTUS OIL AND GAS CORP. 1517 San Jacinto Street Houston, Texas 77002 (281) 806-5000 August 7, 2015 Mr. H. Roger Schwall Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Virtus Oil and Gas Corp. Registration Statement on Form S-1 File No. 333-205237 Dear Mr. Schwall: Request is hereby made to accelerate the effectiv

Virtus Oil and Gas FORM S-1 AMENDMENT

As filed with the Securities and Exchange Commission on August 5, 2015 Registration No.

Virtus Oil and Gas ESP

Brewer & Pritchard A PROFESSIONAL CORPORATION ATTORNEYS & COUNSELORS Three Riverway, 18th Floor Houston, Texas 77056 Tel: (713) 209-2950 Fax: (713) 659-5302 Email: info@BPLaw.

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

Exhibit 10.18 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT This First Amendment to Securities Purchase Agreement (hereinafter referred to as the ?Amendment?), is entered into as of this 4th day of August, 2015, by and among Virtus Oil and Gas Corp., (?Company?) and Himmil Investments, Ltd. (?Investor?). RECITALS WHEREAS, the Company and Investor executed that certain Securities Purchase Agreem

Virtus Oil and Gas ESP

Brewer & Pritchard A PROFESSIONAL CORPORATION ATTORNEYS & COUNSELORS Three Riverway, 18th Floor Houston, Texas 77056 Tel: (713) 209-2950 Fax: (713) 659-5302 Email: info@BPLaw.

FORM OF SENIOR CONVERTIBLE NOTE

EXHIBIT 4.3 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT

SENIOR CONVERTIBLE NOTE

EX-4.2 2 virtusex0402.htm FIRST ADDITIONAL CONVERTIBLE NOTE EXHIBIT 4.2 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFE

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 26, 2015 VIRTUS OIL AND GAS CORP. (Exact name of registrant as specified in its charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Emplo

CODE OF ETHICS

EXHIBIT 14.1 CODE OF ETHICS This Code of Ethics is designed to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure of financial information in the periodic reports of Virtus Oil and Gas Corp. (the ?Company?), and compliance with applicable laws, rules, and regulations. APPLICABILITY OF THE CODE This Code of Ethics (the ?Code?) applies to the Company?s chi

Virtus Oil and Gas REGISTRATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VIRTUS OIL AND GAS CORP. (Exact name of registrant as specified in its charter) Nevada 1311 46-0524121 (State or other jurisdiction of (Primary Standard Industrial (I. R. S. Employer incorporation or organization) Classification Code Number) Identification Number

FORM OF COMMON STOCK CERTIFICATE

EXHIBIT 4.1 FORM OF COMMON STOCK CERTIFICATE NUMBER SHARES PAR VALUE $.001 VIRTUS OIL AND GAS CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA COMMON STOCK CUSIP # 92834V100 SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT Is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF VIRTUS OIL AND GAS CORP. (hereinafter called the "Corporation"), transferable only on

STOCK PURCHASE AGREEMENT

EX-1 2 vitrus13da2-ex1.htm STOCK PURCHASE AGREEMENT Exhibit 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the 20th day of June, 2014, is made and entered into by and between Daniel M. Ferris, as the seller (“Seller”), and Rupert Ireland (“Ireland”), as the purchaser. WHEREAS, Seller desires to sell to Ireland, and Ireland desires to purchase from Seller,

VOILD / Virtus Oil and Gas Corp. / FERRIS DANIEL M. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Virtus Oil & Gas Corp. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 92834V100 (CUSIP Number) Daniel M. Ferris 311 N. Robertson Blvd #703 Beverly Hills, California 90211 (213) 533-4122 (Name, Address and Telephone Numbe

Rupert Ireland 1515 7th Street, Suite 59 Santa Monica, CA 90401

Exhibit 3 Rupert Ireland 1515 7th Street, Suite 59 Santa Monica, CA 90401 June 26, 2014 Mr.

NOTE REPAYMENT AGREEMENT

Exhibit 4 NOTE REPAYMENT AGREEMENT THIS NOTE REPAYMENT AGREEMENT (this “Agreement”), dated as of the 1st day of June, 2015, is made and entered into by and between Rupert Ireland (“Ireland”) and Daniel M.

PROMISSORY NOTE

Exhibit 2 PROMISSORY NOTE U.S. $1,820,000.00 June 26, 2014 Dallas, Texas FOR VALUE RECEIVED, the undersigned, RUPERT IRELAND (“Borrower”), unconditionally promises to pay to the order of DANIEL M. FERRIS (“Lender”), the principal sum of One Million Eight Hundred Twenty Thousand and No/100 Dollars ($1,820,000.00) in lawful money of the United States and in immediately available funds, together with

VOILD / Virtus Oil and Gas Corp. / Ireland Rupert - SCHEDULE 13D AMENDMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Virtus Oil & Gas Corp. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 92834V100 (CUSIP Number) Rupert Ireland 1515 7th Street, Suite 59 Santa Monica, CA 90401 (281) 806-5000 (Name, Address and Telephone Number of Person

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of May 22, 2015, between VIRTUS OIL AND GAS CORP., a Nevada corporation (the ?Company?), and HIMMIL INVESTMENTS, LTD., a British Virgin Island company (the ?Investor?). In connection with the Securities Purchase Agreement, dated as of May 22, 2015, entered into by the Compan

SENIOR CONVERTIBLE NOTE

Exhibit 4.1 SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGI

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

8-K 1 virtus8k.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): May 22, 2015 VIRTUS OIL AND GAS CORP. (Exact name of registrant as specified in its charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commissi

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the ?Agreement?) is made as of the 22nd day of May, 2015 by and between VIRTUS OIL AND GAS CORP., a Nevada corporation (the ?Company?), and HIMMIL INVESTMENTS, LTD., a British Virgin Island company (the ?Investor?). WHEREAS, the Company and the Investor are executing and delivering this Agreement in reliance upon the ex

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 virtus8k.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): April 2, 2015 Virtus Oil & Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commissio

FIRST AMENDMENT TO LETTER AGREEMENT

EX-10.2 3 virtusex1002.htm FIRST AMENDMENT TO LETTER AGREEMENT Exhibit 10.2 FIRST AMENDMENT TO LETTER AGREEMENT THIS FIRST AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of the 31st day of March, 2015 (the “Effective Date”), by and among VIRTUS OIL & GAS CORP., a Nevada corporation (“Virtus”). TOM JOHNSON and BILL BERRYMAN (collectively, “TJBB”). WHEREAS. Virtus and T

THIS CONTRACT CONTAINS PROVISIONS RELATING TO INDEMNITY, RELEASE OF LIABILITY, AND ALLOCATION OF RISK – SEE PARAGRAPHS 4.9, 6.3(c), 10, 12, AND 14

Exhibit 10.1 NOTE: This form contract is a suggested guide only and use of this form or any variation thereof shall be at the sole discretion and risk of the user parties. Users of the form contract or any portion or variation thereof are encouraged to seek the advice of counsel to ensure that their contract reflects the complete agreement of the parties and applicable law. The International Assoc

VOIL / Virtus Oil and Gas Corp. NT 10-K - - NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54526 CUSIP NUMBER (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: November 30, 2014 o

January 28, 2015

Exhibit 16.1 January 28, 2015 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street NE Washington, DC 20549 Re: Virtus Oil and Gas Corp. Ladies and Gentlemen: We have read the statements under item 4.01 in the Form 8-K dated January 26, 2015, of Virtus Oil and Gas Corp. (the “Company”) to be filed with the Securities and Exchange Commission and we agree with such stat

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 26, 2015 Virtus Oil & Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Emplo

Entry into a Material Definitive Agreement, 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): September 22, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Emp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, 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): August 19, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Employ

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): July 11, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Employer

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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 1, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Nu

MASTER GEOPHYSICAL DATA-USE LICENSE (Multiple Transaction)

EX-10.1 2 virtus8k-ex1001.htm MASTER GEOPHYSICAL DATA-USE LICENSE Exhibit 10.1 MASTER GEOPHYSICAL DATA-USE LICENSE (Multiple Transaction) This Master Geophysical Data-Use License (the “License”) is dated effective this 12TH day of June, 2014, between Seismic Exchange, Inc., a Louisiana corporation (“Licensor”) and Virtus Oil and Gas Corp., a Nevada corporation (“Licensee”). In consideration of the

VOILD / Virtus Oil and Gas Corp. / Ireland Rupert - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Virtus Oil & Gas Corp. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 92834V100 (CUSIP Number) Rupert Ireland 1515 7th Street, Suite 59 Santa Monica, CA 90401 (281) 806-5000 (Name, Address and Telephone Number of Person Authorized to Receive

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 1, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Employer

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 virtus8k.htm CURRENT REPORT ON 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): June 26, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorpo

VOIL / Virtus Oil and Gas Corp. SC 14F1 - - SCHEDULE 14F-1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Virtus Oil & Gas Corp. (Exact name of registrant as specified in its corporate charter) 000-54526 (Commission File No.) Nevada 46-0524121 (State of Incorporation) (IRS Employer Identification No.) 1517 San Jacinto

CONSULTING AGREEMENT

EXHIBIT 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2014 (the “Effective Date”), by and between Virtus Oil & Gas Corp., a Nevada corporation (the “Company”), and Brett A. Murray & Associates, Inc., a Colorado corporation (“Consultant”). RECITALS: A. The Company is a development stage company seeking oil and gas exploration opportuni

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): May 28, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Employer

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of the 13th day of May, 2014 (the “Effective Date”), by and between Virtus Oil & Gas Corp., a Nevada corporation (the “Company”), and Rupert Ireland (“Ireland”). WHEREAS, the Company desires to employ Ireland, and Ireland desires to be employed by the Company, upon the terms and conditions set forth in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, 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): May 13, 2014 Virtus Oil & Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Employer

Mr. Dan Ferris

Exhibit 10.2 Mr. Dan Ferris Virtus Oil and Gas 1517 San Jacinto St Houston, TX 77002 Re: Letter Agreement Third Party Iron County, Utah acreage Mr. Ferris, This Letter Agreement (the "Agreement"), sets forth our mutual agreement regarding the sale to Virtus Oil and Gas ("VOG") the working interest in leases owned by Tom Johnson and Bill Berryman ("TJBB") in Iron County, Utah, hereinafter referred

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 virtus8k-051214.htm FORM 8K 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 Virtus Oil & Gas Corp. (Exact Name of Registrant as specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commi

May 6, 2014

EX-10.1 2 virtus8k-ex1001.htm FIRST AMENDMENT TO LETTER Exhibit 10.1 May 6, 2014 First Amendment to the "Letter Agreement" between Tidewater Oil and Gas Company LLC, "Tidewater", and Virtus oil and gas, "Virtus" signed November 14, 2013 and approved by the bankruptcy court on December 11, 2013. The parties to this agreement, Tidewater and Virtus, mutually agreed that it is to their best interest t

- NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54526 CUSIP NUMBER (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 o Form N-CSR For Period Ended: February 28, 2014 o

Virtus Oil and Gas ANNUAL REPORT (Annual Report)

U.S. 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 November 30, 2013 Commission File No. 001478725 VIRTUS OIL AND GAS CORP. (Exact name of small business issuer as specified in its charter) Nevada 46-0524121 (State or other jurisdiction of incorporation or organizati

- NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54526 CUSIP NUMBER (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: November 30, 2013 o

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - CURRENT REPORT ON 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): November 14, 2013 Virtus Oil & Gas Corp. (Exact Name of Registrant as specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Empl

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES ACT. UPON ANY SALE, SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE

November 14, 2013

EX-10.1 2 virtus8k-ex1001.htm PURCHASE AGREEMENT Exhibit 10.1 November 14, 2013 Mr. Dan Ferris Virtus Oil & Gas The Gas Tower 555 W. 5th St. 31st Floor Los Angeles, CA 90013 Re: Letter Agreement Tidewater’s Iron County, Utah acreage Mr. Ferris, This Letter Agreement (the “Agreement”) sets forth our mutual agreement regarding the sale to Virtus Oil & Gas (“VOG”) of Tidewater Oil & Gas Company, LLC’

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 - 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): August 1, 2013 Virtus Oil and Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Emplo

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is entered into as of the 5th day of December, 2013 (the “Effective Date”), by and between Virtus Oil and Gas Corp., a Nevada corporation (the “Company”), and Daniel M. Ferris (“Ferris”). WHEREAS, the Company desires to employ Ferris, and Ferris desires to be employed by the Company, upon the terms and conditions set for

AMENDMENT NO. 1 ENGAGEMENT LETTER

Exhibit 10.2 AMENDMENT NO. 1 TO ENGAGEMENT LETTER This Amendment No. 1 to the Engagement Letter (this "Amendment") is executed as of December 5, 2013, by VIRTUS OIL AND GAS CORP., a Nevada corporation (the "Company"), and CLEAR FINANCIAL SOLUTIONS, INC., a Texas corporation, or its assigns ("Provider"), to amend the Engagement Letter dated August 1, 2013 between those parties (the “Agreement”). Th

August 1, 2013

Exhibit 10.1 August 1, 2013 Daniel Ferris President Virtus Oil and Gas Corp. 29 Farmington, Nr Cheltenham, Gloucestershire, GL54 3ND, United Kingdom Dear Dan: It was a pleasure to meet with you and learn about your business over the past couple of weeks. It is our understanding that Virtus Oil and Gas Corp. (the "Client" or "Virtus") would like to retain Clear Financial Solutions, Inc. (the "Firm"

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): October 19, 2013 Virtus Oil & Gas Corp. (Exact Name of Registrant as specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Emplo

1206 W. South Jordan Parkway • Unit B •South Jordan, Utah 84095 • (801) 566-3000 • Fax: (801) 446-5500

EX-10.1 2 virtus8k-ex1001.htm PURCHASE AGREEMENT Exhibit 10.1 October 16, 2013 Re: Purchase Agreement Bureau of Land Management Leases UTU-85125, and UTU-85129 Beaver County, Utah Gentlemen: This letter serves as the purchase agreement wherein Virtus Oil & Gas, whose address is The Gas Tower, 555 W 5th St., 31st Floor, Los Angeles, CA 90013 (“BUYER”), agrees to purchase all of the right, title and

VOIL / Virtus Oil and Gas Corp. / FERRIS DANIEL M. - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 Virtus Oil and Gas Corp. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 92834V100 (CUSIP Number) Daniel M. Ferris The Gas Tower, 555 West 5th Street, 31st Floor Los Angeles, California 90013 (213) 533-4122 (Name, Address

Other Events - CURRENT REPORT ON 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): August 30, 2013 Virtus Oil and Gas Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Empl

- DEFINITIVE NOTICE AND INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Information Statement [] Confidential, for Use of the SEC Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 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 25, 2013 Curry Gold Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54526 46-0524121 (State of Incorporation) (Commission File Number) (IRS Employer Ident

This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation (Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250)

Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate to Accompany Restated Articles of Amended and Restated Articles This Form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation (Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250) (This form is also t

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [X] Preliminary Information Statement [] Confidential, for Use of the SEC Only (as permitted by Rule 14c-5(d)(2)) [] Definitive

- NOTICE OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54526 CUSIP NUMBER (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 o Form N-CSR For Period Ended: May 31, 2013 o Tran

Section 4.1 of the Bylaws is amended to read in its entirety as follows:

EX-3.3 2 curgex33.htm TEXT OF AMENDMENT TO COMPANY'S BYLAWS Exhibit 3.3 Text of Amendment to Section 4.1 of the Company’s Bylaws Section 4.1 of the Bylaws is amended to read in its entirety as follows: “4.1. Board of Directors. The business and affairs of the corporation shall be managed by a board of at least one (1) but not more than nine (9) directors. Directors need not be shareholders of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 curg8k.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): July 18, 2012 (July 17, 2012) Curry Gold Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 0001478725 46-0524121 (State of Incorporat

STOCK PURCHASE AGREEMENT

Exhibit 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of the 6th day of June, 2012, is by and between Sönke Timm, as the seller (“Seller”), and Dan M.

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

Exhibit 2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 3rd day of July, 2012, between Sönke Timm, as the seller (“Seller”), and Dan M.

VOIL / Virtus Oil and Gas Corp. / FERRIS DANIEL M. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Curry Gold Corp. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 231368101 (CUSIP Number) Daniel M. Ferris Keepers Cottage, 29 Farmington, Cheltenham Gloucestershire GL54 3ND, United Kingdom +44 7775 505 138 (Name, Address and Telephone Numbe

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 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 10, 2012 (July 5, 2012) Curry Gold Corp. (Exact Name of Registrant as Specified in its Charter) Nevada 0001478725 46-0524121 (State of Incorporation) (Commission File Number) (IR

- INFORMATION STATEMENT

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER Curry Gold Corp. (Exact name of registrant as specified in its corporate charter) 001478725 (Commission File No.) Nevada 46-0524121 (State of Incorporation) (IRS Employer Identification No.) Bachstrasse 1, CH-9606