Am I the only one is happy to see a pump and dump in the mail.
American Energy Fields, Inc., was incorporated as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties. We are an exploration stage company with no revenues or operating history. On December 21, 2009, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to "American Energy Fields, Inc.", change our authorized capital to 200,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share and create "blank check" preferred stock.
On December 21, 2009, the board of directors declared a dividend of an additional 11.2 shares of its common stock on each share of its common stock outstanding on December 21, 2009.
On December 24, 2009, we entered into a Share Exchange Agreement (the "Exchange Agreement") with Green Energy Fields, Inc., a privately-held Nevada corporation ("Green Energy"), and the shareholders of Green Energy (the "Green Energy Shareholders"). Upon closing of the transaction contemplated under the Exchange Agreement, on December 24, 2009, the shareholders of Green Energy transferred all of the issued and outstanding capital stock of Green Energy to us in exchange for shares of our common stock. Such exchange caused Green Energy to become our wholly-owned subsidiary (the "Exchange").
Pursuant to the terms and conditions of the Exchange Agreement:
? Upon the closing of the Exchange, each share of Green Energy's common stock issued and outstanding immediately prior to closing was exchanged for the right to receive one share of our common stock. Accordingly, an aggregate of 28,788,252 shares of our common stock were issued to the shareholders of Green Energy.
? Following the closing of the Exchange, we issued an aggregate of 9,300,000 shares of our common stock and two-year warrants to purchase an additional 4,650,000 shares of common stock exercisable at $0.40 per share, in a private placement to 16 investors (the "Private Placement") for $1,395,000. For a period of twelve months from the closing date of the Private Placement, holders of our shares issued in the Private Placement, as well as the shares of common stock underlying the Investor Warrants issued in the Private Placement, have the right to seek "piggyback" registration of their shares in certain circumstances.
? Upon the closing of the Exchange, Julie Carter resigned as our sole officer and director and simultaneously with the effectiveness of the Exchange a new board of directors and new officers were appointed. The new board of directors consists of Joshua Bleak, who was also appointed as our Chief Executive Officer and Chief Financial Officer.
? Immediately following the closing of the Exchange and the Private Placement, under an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the "Conveyance Agreement"), transferred all of our pre-Exchange assets and liabilities to our wholly-owned subsidiary, Sienna Resources Holdings, Inc. ("SplitCo"). Thereafter pursuant to a stock purchase agreement (the "Stock Purchase Agreement"), transferred all of the outstanding capital stock of SplitCo to Julie Carter in exchange for the cancellation of shares of our common stock that she owned (the "Split-Off"), with 12,200,000 shares of common stock held by persons who acquired such shares in purchases from stockholders of ours prior to the Exchange remaining outstanding. These 12,200,000 shares constitute our "public float" and are our only shares of registered common stock and accordingly are our only shares available for resale without further registration.
Ticker AEFI.OB not ratable but still funny, one to keep an eye on if the pump takes this over $1.50 get your red-thumbs ready.