INVESTOR INFORMATION
July 11, 2011
From the President:
Dear Stockholders:
As reported earlier, the SEC recently notified us that Ness stock trading would be suspended and that, within a short period of time, its SEC registration would be revoked. In June, as President of the company, I executed an “Offer of Settlement” for Ness Energy International, Inc. which was a voluntary act that allowed the SEC to officially revoke the registration of the company without further costly legal action that had little chance of a favorable outcome for Ness. On June 14, 2011 the Order became effective. The decision to sign the Order voluntarily was based to a great extent on the recommendation from our SEC attorney. Additionally, the SEC was stating they would give no extensions of time or delay their action.
We considered fighting the Order due to the fact that Mr. Lee was almost finished bringing all the accounting current. But after meeting with the Auditing firm to determine their time line they indicated they may not be able to complete the audit by the deadline set by the Order. Consequently, there was the likelihood that the push to complete the audit would fall short and we would have incurred the legal expense to fight the Order and the extra accounting fees to meet the deadline and then still be denied. Therefore, it is in the best interest of all parties to voluntarily sign the Order to revoke the registration without further delay.
Our goal is to protect the stockholders as much as possible. That can best be accomplished when the volatile issues are settled and all stockholders are able to obtain information in the prescribed manner. We look forward to having all of the accounting finished up in the near future. At this point, our options are to file the required SEC documents for a new registration and/or in the interim submit the proper documentation to the OTC Pink Sheets that would allow the stock to be traded over the counter as it has been.
As concerning the lawsuit over the rightful ownership of Ness Energy of Israel, Inc. the judge, at the request of the opposing party, has allowed a 60 day delay of the schedule. That will put the trial date back to November of 2011. The judge has not yet ruled on the matter of allowing our counter claims to be accepted in the case. We continue to be pleased with all the developments so far and are looking forward to justice being served in this matter.
Ness Energy International, Inc.
David M. Boyce
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Letter to Ness Energy Stockholders
May 26, 2011
Dear Stockholders and Friends,
I wish to first state the following: our commitment and resolve to see Ness Energy fully restored and viable has not lessened. We will continue to move forward and make whatever adjustments necessary to finish the job. We appreciate all those that persist in standing with us. Patience will continue to be an essential element in completing the task.
Ness Energy International, Inc. has received notice from the Securities and Exchange Commission of an Order of Suspension of Trading and an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934. The SEC communicated there were not specific complaints by any particular party that precipitated the order, but Ness Energy was one of a number of publically traded companies delinquent in their filings and were being pursued in order to suspend trading and revoke registration. Thus, the reason Ness Energy was one of nine companies listed on the orders from the SEC.
We have delayed in posting information to the website concerning the suspension of trading of Ness’ stock until we have sufficient time to gather all the facts along with obtaining counsel from both our SEC attorney and auditing firm. Our legal counsel is in the process of communicating with the Division of Enforcement in an attempt to provide information to the SEC and request additional time to come into compliance with all of the SEC reporting regulations. Our controller has been working diligently for twelve months now bringing all of the accounting records up to date beginning with fiscal year 2006. We are very disappointed in the timing of the Orders as we were preparing to submit all of the final accounting statements to the auditor when notice was received from the SEC. The auditors have performed a preliminary review of the accounting reports submitted to them and their assessment was that they could provide an unqualified audit for all delinquent years. Unfortunately, this may not matter as there are no provisions for extension of additional time to bring the filings current in the Orders. At this time it appears Ness’ registration will be revoked and its stock will not be allowed to trade over the exchange as it was last traded.
All is not lost by any means and there are other options we are exploring at this time that will allow Ness to resume trading publically. The Administrative Law Judge will issue an initial decision no later than 120 days from May 11, 2011. One option being considered, depending on the Judges’ decision, involves applying for a new registration for Ness that is similar to the process required when Kit Carson was taken over and became Ness Energy. Another option that some publically traded companies have chosen voluntarily since the SEC adopted the Sarbanes-Oxley rules is to move to a less restrictive market place. The new reporting rules required by the Sarbanes-Oxley legislation have made the reporting and auditing process much more expensive and therefore can be a large financial burden on smaller public companies. In order to avoid the onerous new rules a considerable number of publically traded companies have elected to transfer to an over-the-counter market most commonly called the “Pink Sheets”. This organization still requires full disclosure similar to the SEC, but without much of the expense required by the use of a specially qualified accounting firm to perform the audit. The over-the-counter market could be a perfect place for Ness to resume trading to hold down the overbearing cost of meeting the SEC auditing requirements until such time it is economically feasible to do so. Ness would continue to report and fully disclose all material events. Once the stock value of the company increases and profits are available then Ness could take the required steps to move to a more recognized exchange. At this point in time the over-the-counter market appears to be the best option.
David M. Boyce
President
Ness Energy International, Inc.
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03/07/2011
A new beginning for Ness is in the process. I have to apologize for the absence of updates and communications on the website and emails. Frankly, we had more questions than answers ourselves. We were and still are dealing with all sorts of SEC related issues and working on auditing financial statements that have not been done since 2005. We have been doing our best to deal with various legal issues, the continual challenges with the restoration process, not to mention running and managing challenges of our own oil and gas company. Many have not understood our lack of communication, but this paragraph is an attempt to give a general understanding of some of the reasons. I can speak for everyone in our office that 2010 was one of the most challenging years of our careers in the oil and gas industry and most of the challenges relate back to our commission to restore and move forward as Ness Energy.
Currently, the acting controller, Mr. Bob Lee continues to work diligently on bringing all of the accounting up to date. When the audit is complete and the SEC (10 K) filings are complete many questions will be answered about the number of shares outstanding and other questions will then have answers. As I have mentioned in another communication, Mr. Lee has had to overcome many challenges in piecing back together all of the accounting detail and documentation to meet the SEC requirements so the accounting firm may provide an “unqualified” audit. That is our goal, to provide complete accounting records and documentation to meet the SEC standards for an unqualified audit. We have been projecting the accounting work would be finished in the next “week or two” for several months now. We estimate we are 85% to 90% complete with the accounting documentation and the information ready to be submitted to the accounting firm for the completion of the audit. We still cannot give a hard date, but hope to have a complete audit in two months or less? We cannot complement and thank Mr. Lee sufficiently for all he has persevered and accomplished when there was very little to work with. Thank you Bob, for all of the hard work you have done through this point in time. We could not accomplish the restoration without you.
Trip to Israel
On September 23rd of 2010 I made my first trip to Israel as the president of the company. It was a true honor to make that trip knowing that Ness would soon be back on track to accomplish its mission in Israel. The trip was made for several reasons. One main reason was to drive to and walk over and field check some areas that we feel may be of interest for future exploration for oil and gas. Another purpose for the trip was to meet with a person with the Cyrus Foundation who shares a parallel vision of providing assistance and housing for those of Jewish decent who lack the financial resources needed to move to Israel. We were able to visit some prospective communities for the purpose of identifying future building sites for residences that will be required as a greater number of Jews are forced to move to Israel in the coming years. We also have a business relationship with a person in the US who is working to provide aid of all sorts to the suffering Palestinians. This person has made us aware of a great need to non-Jews in Israel which will be a part of our future assistance plan. We met with our legal counsel who represents Ness Energy International and Viceroy as it concerns a lawsuit in Israel. In the lawsuit filed by Alpha Capital the court has allowed Viceroy to be named along with other parties as a defendant in the lawsuit. We are working to protect Ness’ and Viceroy’s interests in Israel through our legal efforts. Additionally, we met twice with a principal officer of an Israeli oil and gas energy exploration company to discuss a possible partnership in their company. I discovered much has changed in Israel since my last trip, which was taken back in 1999 when I traveled with the geophysicist Ness contracted to perform a work study on the license area it held at that time. The country’s growth has exploded!
Current and Future Goals
We are focused on restoring Ness to a fully reporting public entity. We will create a viable and prosperous oil and gas producing company under the direction and experience of a core of seasoned oil and gas industry professionals that understand the original Christ centered vision under which the company was founded. We will continue to build on and expand the vision in order to take the company to progressively higher levels of purpose and profitability.
Answers to a few questions recently asked:
No Preferred stock has been issued. Mr. Lee has reviewed all the corporate minutes and we have a current copy of the stockholders list and there has been the reporting of no preferred shares issued, only common stock.
I want to state also that as soon as the overshadowing legal issue is settled, additional like minded directors and officers will be named. I will remain the sole officer and director until then. We will also consider advisory board positions as we move forward.
We will be providing details on the lawsuit with Alpha Capital in the coming communications. The communication will also provide some information about the Ness Energy of Israel, Inc. ownership history.
In my Message from the President dated February 25, 2011, I indicated that "Viceroy currently retains any ownership acquired in Ness Energy of Israel, Inc." I used the words "any ownership" because there are competing claims to the ownership of Ness Energy of Israel, Inc., which are being asserted in a federal court lawsuit by Viceroy and others. The federal court has entered a preliminary injunction prohibiting Viceroy from holding itself out as the owner of Ness Israel and until the lawsuit is finally decided by the Court on the merits, ownership of Ness Energy of Israel, Inc., is uncertain.
I MUST CONTINUE TO WARN EVERYONE THAT THERE ARE STILL LEGAL ISSUES TO RESOLVE AND DEBTS TO PAY OFF BEFORE THE COMPANY IS IN ORDER AND CURRENT ON ITS SEC FILINGS. WE WILL BE FILING OTHER ANNOUNCEMENTS CONCERNING MATERIAL CHANGES THAT WILL OCCUR IN THE COMING WEEKS.
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A Message from the President:02/25/2011
As the President of the company I must make a declaration in establishing a priority and put first things first. To do so, I am beginning this letter with the scriptural cornerstone verse for Ness Energy and all of us serving the Kingdom of God through her:
“And whatever you do --- no matter what it is --- in word or deed, do everything in the name of the Lord Jesus and in [dependence upon] His Person, giving praise to God the Father through Him.” (Colossians 3:17 Amplified Version)
We in Ness Energy are serving Jesus Christ and endeavoring to honor Him and properly represent and build His Kingdom through the company. Ness is a type of vessel or ark that has a divine and special purpose and we have a commission to sail or move her reverently forward as representatives of the Lord Jesus. The reverent fear of the Lord came upon us and has driven this point deep into our hearts and minds as we answered the call to step up, commit and humble ourselves in order to complete the task of restoring the company. This call/commission on our lives has produced a reverent awe in us much like the spirit and attitude one must have while serving in the military during the time of war. It has been a difficult and most challenging job for all of us serving in Ness up to this point because it has required us to surrender our plans and alter the path of our personal and professional lives in order to “stay” the narrow course this commission demands. The scripture quickened to our hearts that best describes what our motives and attitude must be in operating Ness is found in 1 Peter 5: 1 – 4 (Amplified Version):
“To the elders among you, I appeal as a fellow elder, a witness of Christ’s sufferings and one who also will share in the glory to be revealed: 2. Be shepherds of God’s flock that is under your care, serving as overseers --- not because you must, but because you are willing, as God wants you to be; not greedy for money, but eager to serve; 3. not lording it over those entrusted to you, but being examples to the flock. 4. And when the Chief Shepherd appears, you will receive the crown of glory that will never fade away.”
There must not be any doubt about our motives or who we represent. We can and are working to do all things through Christ who strengthens us. That is the only way the task of restoring and moving the company forward can be properly and successfully accomplished. That is the reason we named the holding company Viceroy, LLC. The definition of a viceroy is: “one who rules a country or province as the representative of his sovereign or king and who is empowered to act in the sovereign’s name.” And that is our goal, to govern or rule our business affairs as a representative empowered to act in the Sovereign or King’s name and that name is Jesus Christ.
Ness Energy International, Inc:
David M. Boyce, President
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A Message from the President:
Securities And Exchange Commission - Form 8-K Current Report
02/14/2011
Click here to view
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Securities And Exchange Commission - Form 8-K Filing
06/01/2010
Click here to view
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LETTER TO NESS ENERGY STOCKHOLDERS
04/07/2010
We want to express our appreciation for all of the stockholder’s continued patience and prayers as we press forward in the quest to resurrect Ness.
The resurrection process of Ness continues. Several months back a limited number of files both paper and digital were released to us from the former Ness President. We were able to obtain additional files that were obtained from a storage building where they had been kept for two years or more. The files were far from complete and had been placed in boxes in no particular order. Even though incomplete, the files represent a source of information that has been reviewed page by page through the untiring and patient efforts of Mr. Bob Lee (Original Ness CFO through 2004).
The task was a daunting one as there were close to eighty boxes with some properly marked, most not. Mr. Lee has just recently completed the organization and evaluation process of those files. Now that the information in the files has been reviewed a request has been submitted to the SEC to determine how compliance to the Agency’s standards can be accomplished with incomplete documentation.
We anticipate having an assessment from the SEC in the coming month or two. Additional communication will follow as substantive information becomes available.
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LETTER TO NESS ENERGY STOCKHOLDERS
07/28/2009
Dear Ness Stockholders,
Mr. Boyce expresses his deepest appreciation to all of the long-time Ness stockholders who have kept faith in the vision and have prayed for the restoration of the company.