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It seems that even the Georgia Legislature can have an off schedule week.
First the House Children & Youth Committee meeting scheduled for Tuesday afternoon at the State Capitol got canceled at the last minute. According to the agenda, the topic was supposed to be a discussion about "a system-wide approach" to "children and youth with special needs."
Then JJIE.org got tipped off that the Senate Judiciary Committee had scheduled a hearing Thursday on Senate Bill 105, which proposes to establish a three-person juvenile parole panel within the Department of Juvenile Justice (DJJ). An hour-and-a-half into the committee's meeting (following a lively discussion about the controversial immigration-focused Senate Bill 40) we learned that the parole board bill would not be heard that day.
"The committee chairman has the authority to add or delete anything from the agenda," explained SB 105 sponsor Sen. Emanuel Jones (D-Decatur). "My guess is that they will probably want to hear [his bill] at the same time as the juvenile code rewrite. I could see that it makes sense to do that."
Sen. Jones now says if a hearing is not scheduled for his bill, he will "attach it" to the Juvenile Code rewrite SB 127, also known as the Child Protection and Public Safety Act.
"If they won't pull my bill out of committee, I will attach it to [Committee Chairman Sen. Bill] Hamrick's bill," he said. "My bill will be heard on the floor of the Senate."
Sen. Jones said he intends to attach it as an "amendment" to SB 127, which would no longer attach the measure to his name.
"I would have the opportunity to explain my amendment, which is essentially my bill," he said. "There are many ways to pass legislation and this is one of them. It just would no longer have my name on it, but that doesn't matter. We can't lose sight of the primary goal; changing the way we deal with our kids in Georgia."

subset: commoncrawl


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Buy this product and a bedwetting alarm at the Chummie Store.


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Antonio Conte continued his busy schedule by participating in tonight's 'Castagna d'Oro' awards dinner held by Juventus Club Mottarone. And even on a relaxed, convivial evening in Stresa, the manager was still thinking about the work that remains to be done.
The Bianconeri have been hailed in the press for their weekend victory over Palermo and Conte is aware that he will need to keep everyone focused on the task in hand: "I hear a lot of compliments going around, but we still haven't done anything yet. I'm happy, however, to hear what my players say in their interviews, like Buffon's comment yesterday [Milan favourites for the Scudetto and we're behind]. We just have to think about keeping a low profile and working hard."
source: juventus.com


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Eric Hull
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Agreed but the 2nd was so nailed on it's baffling, still doesn't excuse Moura and Kane missing sittersOn another day, we could have had both given.
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Agreed but the 2nd was so nailed on it's baffling, still doesn't excuse Moura and Kane missing sittersOn another day, we could have had both given.
We looked extremely easy to defend against today. Not enough teamwork, too much giving it to one player and hoping he can take it on/ make something happen.Listening to Poch in that interview, something isn't right behind the scenes, it's obvious.
Really worried for us honestly at this point.
Agreed mate, this is why VAR is shit, refs like Dean will always be backed, regardless.Couldn't get the whistle to his mouth fast enough. I know as i was watching his spiteful display. Firmly believe he would have awarded that pen shout 9 outta 10 times were we not involved.
That's below Poch's overall win % at Spurs if I recall correctly.In the league?
Var isn't shit but mike dean isAgreed mate, this is why VAR is shit, refs like Dean will always be backed, regardless.
Levy will never leave, not unless the club is sold by Joe.If Poch does go then Levy needs to go as well as far as I am concerned.
Levy is the reason this club has not achieved success under Poch in regards to winning trophies, key moments when we should have made statement signings over the years he has been manager and he has failed him.
We would have never been a consistent top four side without Poch at the helm either, he saved Levys bacon after the AVB/Sherwood debacle.
Yes we made some top signings this season but the mismanagement around contracts, the lack of key areas like RB not being strengthend and a number of other issues alongside the past issues of failure to back him at key moments makes him just as much to blame if it all goes tits up.
A new stadium doesn't change that.
Poch's overall win percentage in all comps with us is 56%That's below Poch's overall win % at Spurs if I recall correctly.
And that's why VAR is shit. No consistency from game to gameOn another day, we could have had both given.
Mad some think we will finish ahead of Liverpool. Them & city on another level.Has anyone seen anything, anything at all in these first 3 games that makes them feel like we can do big things this season?
If I woke up and found out that AVB had swapped places with Poch this season then I would not be shocked based on the level of performances
Fullbacks sitting deeper is fine as long as the wingers stay high and wide and make runs in behind (see man city and Bayern and Juve). Son and Lucas however, are allergic to playing out wide, they're more like second strikers than out and out wingers. We also give up so much creativity by playing winks and Sissoko, who then don't do enough defensively to compensate for that. a) How often do those two pass the ball sideways to each other or a defender, or b) receive a pass and then turn their man and get goal side of him before playing a threatening pass? I'd say a) almost always, and b) almost never. Here's what I want to see from us.More to it than that.
I do want Kane to become more active. He has really changed his application since his younger years. No more channel runs. Is this a Poch application?
The Fbs are no longer a weapon in our side. They sit far deeper than they ever have and only provide width when the ball is in the final third. They are no longer making the break into the final third. Pool showed yesterday what early balls into the channels can do for a front three.
The biggest issue is our lack of a press. Since we decided to sit more, our clear cut scoring opportunities have taken a massive hit. We are relying far too much on magic strikes from stagnant build up. Gone are the days of winning the ball in the teams half and causing a ruckus. We did that today for 5 minutes and looked like we were about to break through, then we went back to sitting back.
That's absolute bollocks and you know it, there is no way these people you are referring to "went missing" you act like some posters have a vendetta against the club and just want us to fail which is absolute bollocks, it's the opposite, they want to see us succeed, hence why they point out where we are failing and need to improve.I am not criticising other 'fans' but the usual piss their pants merchants that come out in force after a Spurs defeat that a very large number went missing the minute Moura got his third against ajax.
VAR isn't shit but it's shit in the PL which us rife with corruption behind the scenes and protects the refs and makes them untouchable.Var isn't shit but mike dean is
If we put up the same figures as last year, we're not finishing in the top 4Probably get crucified for this but last season we played 38 games and lost 13 (average of 1 in 3) finished 4th. This season played 3 lost 1.... no change. (Just saying)
Maybe that's what we need to goto the next level.Levy will never leave, not unless the club is sold by Joe.
It was Mike Dean. Why are you wondering?Still
Wondering how that was not a penalty! Mike dean you cunt
If we put up the same figures as the end of last season across the entirety of this season we won't finish top half, let alone top 4,If we put up the same figures as last year, we're not finishing in the top 4
Hes fucking what now?!?Sanchez has been our best player this game. A centerback should not have to be our best player against Newcastle.
Poch has to take a long hard look at himself because these tactics have to be put into question.


text: U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A Amendment #1 |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 ----------------- || TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 33-16820-D ---------- ARETE INDUSTRIES, INC. ---------------------------------------------- (Name of small business issuer in its charter) Colorado 84-1508638 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) .. P.O. Box 141 Westminster, CO 80032 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (303) 652-3113 --------------------------- (Issuer's telephone number) Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.0001 Par Value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [X] No [] Issuer's revenues for fiscal year ended December 31, 2005 were $92,354. The aggregate market value of the voting stock held by non-affiliates as of May 10, 2006 was $1,175,692 The number of shares outstanding of the issuer's common stock as of May 10, 2006 was 279,655,754 Documents incorporated by reference: None. The following is Amendment No. 1 to the Annual Report on Form 10-KSB for the period ended December 31, 2005 (the "Form 10-KSB") of ARETE INDUSTRIES, INC. This Amendment No. 1 is being filed to reflect certain typing errors and missing exhibits (21 and 23.1) of the Company's 10-K's exhibits, the auditor's opinion (the date was omitted), and to revise presentations in other parts of the Form 10-KSB to be consistent. All other statements and provisions in the Form 10-KSB have not been updated and remain unchanged. Cautionary Note Regarding Forward-Looking Statements This report contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, that are based on management's exercise of business judgment as well as assumptions made by, and information currently available to, management. When used in this document, the words "may", "will", "anticipate", "believe", "estimate", "expect", "intend", and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Item 1. Description of Business ----------------------- Company Overview Arete Industries, Inc., (the "Company") was organized under the laws of the State of Colorado on July 21, 1987, under the name "Travis Investments, Inc." In late 1987 the company completed a blank check public offering and merged with a company named Vallarta, Inc., and its subsidiary Le Mail, Inc., where after the name was changed to Travis Industries, Inc. On September 1, 1998, the shareholders approved the name change of the Company to Arete Industries, Inc. Since then, the Company has been in an evolutionary process of becoming a seed and growth stage business development company. From inception in 1987 until early March 2000, the Company was in the business of cooperative direct mail coupon advertising. This business included a nationally franchised sales force and an in-house printing and mailing facility assembled from several business acquisitions made by the Company from inception through 1994, when the Company underwent a reorganization and change in control. From 1995 until May 1, 1998, the Company's former management sought the acquisition of an entirely new business while maintaining the coupon printing business for possible sale or liquidation. In May 1998, a second change in control was implemented and its then officers and directors resigned and were replaced by a new Chairman and CEO. Beginning in May 1998 the Company became a holding company by the formation of a new minority-owned subsidiary corporation, Aggression Sports, Inc. to develop business opportunities in the outdoor sports industry. The Company also transferred all print and direct mail operations in Council Bluffs, Iowa, including certain operating assets and liabilities into a second, wholly owned subsidiary, Global Direct Marketing Services, Inc. and at the end of the fiscal year ended December 31, 2004, the Company resolved to dissolve two of its subsidiaries and has initiated procedures to close out all inter-company accounts and consolidating accounts related to these subsidiaries. The Company has looked for opportunities to assist more mature emerging and high growth-stage businesses with financial and board level managerial support with a view of taking such companies public through a registered rights offering or dividend spin-off distribution to the Company's shareholders. To assist these efforts, the Company launched an initiative with an independent corporate and commercial bond financing originator to develop a captive source of investment capital for its venture development activities. While a number of projects were originated and in progress, the events of September 11, 2001 essentially neutralized these efforts. In December 2001, the Company began a private placement of up to $200,000 in Series 2 Convertible Preferred Stock. This subscription was completed in March 2003 with the investment by affiliates of the Company's then two directors and certain non-affiliated investors of $100,000 in cash and by the conversion of $100,000 in notes payable to unrelated parties into 20,000 shares of Series 2 Convertible Preferred stock, convertible into 20,000,000 shares of Common Stock of the Company In July 2002, the shareholders approved a 20 to 1 reverse stock split of our common stock without reducing authorized capital. From mid-2002 through the second quarter of 2003, we pursued a number of business development projects as acquisition or dividend spin-off candidates and corporate finance clients. Our efforts were impaired by the lack of availability of outside investment capital and because our internal 2 bond funding venture failed to produce results. By June 2003, we terminated our efforts to develop acquisition capital through bond and other equity fund instruments, and embarked on an entirely new business model pursuing traditional and alternative energy investments. In September of 2003, we added three independent directors to help the Company upgrade our corporate governance and to support the CEO in executing the new business model. These new independent directors form the Company's Audit, Compensation and Nominating Committees of the board of directors. During the fall of 2003, we retained several independent business and financial consultants to assist in focusing our business plan, developing investment banking relationships, perform business development, public and financial relations and to help recruit advisory board members to add expertise in traditional energy. To more appropriately reflect our current business activities and operations, in August of 2003 we recast the Company as in its development stage, and bifurcated our financial statements to reflect discontinued operations separately from continuing operations. Since that time, our continuing operations have consisted of development of business opportunities in traditional oil and gas by direct acquisition and funding of drilling and/or development partnerships and joint ventures. We also have continued our efforts to improve our corporate governance, our securities law compliance, and liquidating or disposing non-productive and unused operating assets and eliminating debt barred by the statute of limitations. Without revenue, we have operated in reliance on contributions from affiliates throughout 2005, on accrual and deferral of executive compensation, and payment for advisory and consulting services with common stock and stock options. Our efforts in these areas reflect our intent to attract new investors and give the Company additional transactional options including a possible acquisition through a reverse merger. We also are in the process of identifying and qualifying several ventures for placement into new subsidiaries and possibly spinning them out to our shareholder base in a stock dividend. In the fourth quarter of 2004, the Company formed a new subsidiary (Colorado Oil & Gas, Inc.) to pursue an acquisition of one of the mentioned prospects with a number of producing wells and several potential new in-field or offset wells in Northeastern Colorado. The subsidiary was initially capitalized by small cash contributions made personally by three of the Company's outside directors including the introducing director for an aggregate of 15% of the new subsidiary's common stock with the understanding that the Company would receive the other 85% of the founders' stock. It is contemplated that this prospect would, if possible, be financed through a portion of short-term bank financing plus private equity through third parties which will in all likelihood dilute the Company's equity position by an as yet undetermined amount. Since inception of our new subsidiary, we have reviewed numerous prospects and pursued funding and acquisition efforts for two specific deals through an oil and gas investment banking consultant which we contracted in June of 2004. Ultimately, the first deal was terminated without cause by the seller of that project in April of 2004, and after significant evaluation and due diligence on our part, the second group of prospects initiated in May of 2004 did not qualify for financing, and in the first quarter of 2005, we terminated our negotiations with the seller group for this prospect. During the first nine month period 2005, we decided to pursue a much smaller and ostensibly easier prospect to acquire and fund which included a number of producing shallow wells in Colorado with several potential re-entry and in-field development wells for total cost of under $3 Million. That deal was terminated in mid December 2005. The subsidiary was spun-off during the shareholders of the Company in September 2005 on a pro rata basis of 1 for 250 to shareholders of record on September 9, 2005. The subsidiary will continue to pursue the oil and gas business on its own and file to register its stock during the first half of 2006. Arete Energy Development Group LTD was originally formed as a Colorado corporation on April 29, 2004 as a subsidiary of Arete Industries, Inc. for the purpose of pursuing a joint venture in oil and gas. The joint venture opportunity for Arete Energy Development Group LTD was abandoned with no further activity occurring in Arete Energy Development Group. The name was changed to Avatar Energy Development Group, LTD. in September 2004 in anticipation of developing an alternative energy business. The corporation remained dormant until late 2005. The board decided to change the direction of Avatar Energy Development Group, LTD to pursue a technology related business which was consistent with the expertise of one of the current directors. The board 3 approved a name change to Avatar Technology Group, Inc. The main business focus for Avatar Technology Group is the delivery of technology solutions for small to medium size businesses as well as public entities. These solutions include business services, custom software development and web design, network security services and IT solutions. Avatar has secured reseller/affiliate agreements with major partners in each area to deliver these services primarily through a website model. Avatar Technology Group maintains a website at www.avtekgroup.com. Avatar plans to market these services to specific vertical markets using advertising in print media and targeted opt in email campaigns. Most of the services are based on a recurring revenue model. All of the technology solution offerings were selected to be complimentary to each other. The Company is pursuing a merger candidate for the parent company Arete Industries, Inc. as soon as possible. The board of directors are in negotiations with two candidates and expect a letter of intent and deposit for the right to begin due diligence by the middle of May 2006. Intellectual Property There is no intellectual property of Arete Industries for its current business focus other than the intellectual property and trademarks developed in its subsidiaries and investments. The Company owns certain US registered trademarks associated primarily with its subsidiary, Aggression Sports, Inc., and certain trademarks associated with its discontinued print and direct mail operations, which, pending other decisions, it intends to maintain in full force and effect. Available Information Our principal executive offices are located at Arete Industries, Inc., 7260 Osceola Street, Westminster, Colorado 80030; out telephone number is (303)652-3113. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), which requires that we file reports, proxy statements and other information with the Securities and Exchange Commission ("SEC"). The SEC maintains a website on the Internet at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including Arete Industries, Inc., which file electronically with the SEC. In addition, our Exchange Act filings may be inspected and copied at the SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Risk Factors o We have had limited operations which makes our future operating results difficult to predict. We were incorporated as a Colorado corporation in 1998 and we have no current operating business. Although we are developing a business in one of our subsidiary company's, we have spun -off our operating subsidiary, and we are seeking a merger we are unable to predict the future ability to continue to operate. We have a limited operating history. We face the risks and uncertainties of other early-stage companies. As a result of our limited operating history, we may not be able to correctly estimate our future operating expenses, which could lead to cash shortfalls. Our budgeted expense levels are based in part on our expectations concerning future revenues. We may be unable to adjust our operations in a timely manner to compensate for any unexpected shortfall in revenues. Accordingly, a significant shortfall in demand for our services would decrease our revenues and could have an immediate and material adverse effect on our business, results of operations and financial condition. To the extent that expenses precede or are not rapidly followed by increased revenue, our business, results of operations and financial condition may be materially adversely affected. 4 o We may need additional financing our business expansion plans may be significantly limited. We have no or little cash generated from our operations and what cash we generate are insufficient to satisfy our working capital and capital expenditure requirements, we will need to raise additional funds through the public or private sale of our equity or debt securities. The timing and amount of our capital requirements will depend on a number of factors, including any cash flow generated by our subsidiary company. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our then-existing shareholders will be reduced. There is no assurance that additional financing will be available on terms favorable to us, if at all. Any future equity financing, if available, may result in substantial dilution to existing shareholders, and debt financing, if available, may include restrictive covenants or may require us to grant a lender a security interest in our assets. Any failure by us to procure timely additional financing or investment adequate to fund our ongoing operations will have material adverse consequences on our business operations and as a result, on our consolidated financial condition, results of operations and cash flows. If we are unable to raise sufficient additional financing, we will not be able to continue our operations. o Our business is dependent upon management and employees for continuing operations and expansion. Our success will depend, to a significant extent, on the efforts and abilities of management and board of directors. Our current management team is understaffed and has very limited experience managing a public company subject to the SEC's periodic reporting obligations. Hiring qualified management will be difficult due to the limited number of qualified professionals in the work force in general and the costs of these qualified professionals. We have in the past experienced difficulty in recruiting qualified personnel and there can be no assurance that we will be successful in attracting and retaining additional members of management if the business begins to grow. Failure to attract and retain personnel, particularly management personnel would materially harm our business, financial condition and results of operations. o We must continue to meet the OTCBB continued listing requirements or we risk delisting. Our securities are currently listed for trading on the Over the Counter Bulletin Board (OTCBB). We must continue to satisfy OTCBB's continued listing requirements or risk delisting of our securities which would have an adverse effect on our business. If our securities are de-listed from the OTCBB, it may trade on the pink or gray sheet market, which may be a less liquid market. In such case, our shareholders' ability to trade, or obtain quotations of the market value of, shares of our common stock would be severely limited because of lower trading volumes and transaction delays. These factors could contribute to lower prices and larger spreads in the bid and ask prices for our securities. o Our business plan and proposed strategy has not been independently evaluated. We have not obtained any independent evaluation of our business plan and proposed business strategy. There can be no assurance that our proposed strategy will generate sufficient revenues and capital to continue in business. o We could use the issuance of additional shares of our authorized stock to deter a change in control. As of May 10, 2006, we have 279,655,754 shares of common stock outstanding, out of a total of 500,000,000 shares of common stock authorized for future issuance under our Articles of Incorporation. This does not include 1,000,000 shares of common stock reserved for issuance under our Stock Option and Appreciation Rights Plan. 5 In addition, our Board is authorized to issue "blank check" preferred stock, with designations, rights and preferences as they may determine. Accordingly, our Board may, without stockholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock. This type of preferred stock could also be issued to discourage, delay or prevent a change in our control. The ability to issue "blank check" preferred stock is a traditional anti-takeover measure. These provisions in our charter documents make it difficult for a majority stockholder to gain control of the Board of Directors and of our company. The issuance of additional shares would make it more difficult for a third party to acquire us, even if its doing so would be beneficial to our shareholders. o We do not anticipate paying dividends on common shares in the foreseeable future. Since our inception we have not paid any dividends on our common stock and we do not anticipate paying any dividends on our common stock in the foreseeable future. We expect that if we have future earnings applicable to the common shareholders they will be used for working capital and to finance growth. o Future sales of our common stock may depress our stock price. The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market, or as a result of the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock. As of May 10, 2006, we have authorized shares of which 279,655,754 shares of common stock are issued and outstanding. o There is a limited public trading market for our common stock. Our stock is currently traded on the OTCBB under the trading symbol of "ARET". There is a limited public trading market for our common stock. Without an active trading market, there can be no assurance of any liquidity or resale value of our common stock, and stockholders may be required to hold shares of our common stock for an indefinite period of time. o Our stock price has been volatile and may fluctuate in the future. The trading price of our securities may fluctuate significantly. This price may be influenced by many factors, including: o our performance and prospects; o the depth and liquidity of the market for our securities; o sales by selling shareholders of shares issued in connection with the private placement; o investor perception of us; o changes in buy/sell recommendations by analysts; o general financial and other market conditions; and o domestic and international economic conditions. Public stock markets have experienced, and are currently experiencing, substantial price and trading volume volatility. These broad market fluctuations may adversely affect the market price of our securities. In addition, fluctuations in our stock price may have made our stock attractive to momentum, hedge or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction particularly when viewed on a quarterly basis. 6 o Provisions in our bylaws provide for indemnification of officers and directors, which could require us to direct funds away from our business. Our bylaws provide for the indemnification of our officers and directors. We may be required to advance costs incurred by an officer or director and to pay judgments, fines and expenses incurred by an officer or director, including reasonable attorneys' fees, as a result of actions or proceedings in which our officers and directors are involved by reason of being or having been an officer or director of our company. Funds paid in satisfaction of judgments, fines and expenses may be funds we need for the operation of our business, thereby affecting our ability to attain profitability. o As a public company, our business is subject to numerous reporting requirements that are currently evolving and could substantially increase our operating expenses and divert management's attention from the operation of our business. The Sarbanes-Oxley Act of 2002, which became law in July 2002, has required changes in some of our corporate governance, securities disclosure and compliance practices. In response to the requirements of that Act, the SEC and the American Stock Exchange have promulgated new rules and listing standards covering a variety of subjects. Compliance with these new rules and listing standards has significantly increased our legal and financial and accounting costs, and we expect these increased costs to continue. In addition, the requirements have taxed a significant amount of management's and the Board's time and resources. Likewise, these developments may make it more difficult for us to attract and retain qualified members of our board of directors, particularly independent directors, or qualified executive officers. Market and Competition - ---------------------- The Company will compete as a financial intermediary with substantially more mature and well funded financial institutions, investment banks and venture capital organizations for acquisition and capital funding opportunities in traditional energy projects. We will also compete with well-funded major oil and gas exploration companies. We believe that economic conditions in the United States and elsewhere are exceptionally harsh to young growth-stage companies in terms of obtaining funding and senior management support, but that there also is an abundance of promising investment opportunities that fall below the radar screens of these larger concerns. We perceive a significant opportunity for the Company to lie in the traditional oil and gas and the alternative and renewable energy sectors. We especially see a successful entry strategy involving re-development of capped and shut-in natural gas fields where re-entry and re-working projects in large, known producing fields can yield significant returns without the attendant risks of wildcat exploration projects. There is an abundance of overlooked and by-passed reserves of natural gas and a number of experienced independent oil and gas development companies looking for development capital. Redevelopment of existing natural gas fields that were abandoned during times of significantly lower prices and lack of transportation facilities is a trend that has just begun to gain popularity with professional investors and traditional private energy investors. Again, to meet these competitive conditions, the Company must be able to demonstrate that it can execute on its ability to source equity or debt capital for its potential portfolio companies, as well as execute its dividend spin-off program effectively. To meet this challenge, the Company needs to build a track record and demonstrate that it has access to capital, of which there can be no assurance. Employees - --------- Arete Industries' executive officers are currently employed as an independent contractors and has been compensated during the current fiscal year in common stock. The other directors are being compensated for their input and consultation on a project by project basis as well as for the risk associated with holding a position as an officer and director of a public company without Errors and Omissions Insurance. 7 Item 2-Description of Property Arete Industries Inc. currently leases approximately 200 square feet of office space that it shares with Colorado Oil & Gas, Inc. located in Westminster, Colorado. The Company also rents an off-site storage facility. It is anticipated this location is sufficient for Arete's business development operations for the foreseeable future. Item 3-Legal Proceedings As of the date of this Report, there were no material pending or contemplated legal proceedings against the Company or any of its subsidiaries, other than routine matters incidental to the business. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of our security holders during the fourth quarter of the fiscal year ended December 31, 2005. Part II Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities Market Information The common stock of the Company is listed on the Over the Counter "Electronic Bulletin Board" of the National Association of Securities Dealers, Inc., ("NASD") under the symbol "OTCBB:ARET". The following table shows the range of quarterly high and low bid quotations for the Company's common stock for the past two fiscal years, as reported by NASDAQ's OTC Bulletin Board. Prices reflect inter-dealer prices and do not necessarily reflect actual transactions, retail mark-up, mark-down or commission. STOCK QUOTATIONS FYE December 31, 2004 BID Quarter Ending High Low 3/31/04 0.038 0.016 6/30/04 0.03 0.0102 9/30/04 0.011 0.005 12/31/04 0.022 0.005 FYE December 31, 2005 Quarter Ending High Low 3/31/05 0.008 0.0032 6/30/05 0.0085 0.0022 9/30/05 0.0249 0.0037 12/31/05 0.0085 0.0024 As of May 10, 2006 the number of record holders of the Company's common stock was 489. This number does not include the indeterminate number of stockholders whose shares are held by brokers as "nominees" or in street name. 8 Dividends - --------- The Company has not paid any dividends with respect to its common stock and it is not anticipated that the company will pay dividends in the foreseeable future. There are no accrued dividends outstanding on any class of preferred stock of the Company. Recent Sales of Unregistered Securities - --------------------------------------- We had no sales of unregistered securities during the twelve month period ended December 31, 2005 Repurchases of Equity Securities of the Issuer - ---------------------------------------------- None. Item 6. Management's Discussion and Analysis Forward-looking information - --------------------------- This report contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, that are based on management's exercise of business judgment as well as assumptions made by, and information currently available to, management. When used in this document, the words "may", "will", "anticipate", "believe", "estimate", "expect", "intend", and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as noted below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with our audited financial statements and related notes included elsewhere in this Annual Report on Form 10-KSB. This Annual Report on Form 10-KSB, including the following discussion, contains trend analysis and other forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this Annual Report on Form 10-KSB that are not statements of historical facts are forward-looking statements. These forward looking statements made herein are based on our current expectations, involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include without limitation: o our dependence on key management personnel o the presence of competitors with greater financial resources o the ability of management to execute acquisition and expansion plans and motivate personnel in the execution of those plans o interruptions or cancellation of existing contracts o adverse publicity related to the company o an inability to arrange additional debt or equity financing o the adoption of new, or changes in, accounting principles o the costs inherent with complying with new statutes and regulations applicable to public reporting companies, such as the Sarbanes-Oxley Act of 2002 Actual results may differ materially from those set forth in such forward-looking statements as a result of factors set forth elsewhere in this Annual Report on Form 10-KSB, including under "Risk Factors." More information about factors that potentially could affect the Company's financial results is included in our filings with the Securities and Exchange Commission. The Company is under no obligation and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. 9 General - ------- This management's discussion and analysis of financial conditions and results of operations is intended to provide investors with an understanding of the past performance, its financial condition and its prospects in the future. We will discuss and provide our analysis of the following: o Overview of the business o Critical accounting policies o Results of operations o Liquidity and capital resources o New accounting pronouncements Overview - -------- During the third quarter of 2003, the Company was reclassified as being in its development stage with the cessation of operations of its Aggression Sports, Inc. subsidiary; having discontinued operations as a business development company focusing on developing certain bond and other funding vehicles for growth stage companies; and having embarked on an entirely new business of developing opportunities in the traditional and alternative and renewable energy sectors, which contemplates the formation of capital and management resources to pursue development of new business opportunities in these areas. This reclassification of the Company as in its development stage is intended to more correctly and accurately reflect the current status of the Company and to properly record results of operations and changes in financial conditional as it pursues its new business plan. This Report and the accompanying audited financial statements have been revised to reflect this reclassification and divergence from its past business endeavors including losses from the write down of assets and valuation of assets held for disposal from discontinued operations. (See: Notes to Financial Statements - Note 1 Summary of Significant Accounting Policies.) Since the beginning of 2002, we terminated our business incubation business; discontinued operations of its Aggression Sports, Inc. subsidiary; downsized operations to a single executive suite and a single administrative assistant to the CEO. From the third quarter of 2002 forward through the third quarter of 2003, the CEO deferred his salary and continued as CEO in an independent contractor status to allow him the opportunity to supplement his income from legal and consulting fees from outside clients and to pursue outside opportunities that are neither in conflict with, nor in competition with the current business interests of the Company. The CEO resumed accruing consulting fees in November of 2004, and beginning in the second quarter of 2005, has discontinued his employment agreement to negotiate his compensation with the board on a quarterly basis. The Company believes that the overhead consisting of staff, outside consultants and facilities, coupled with the deferral of salary and/or payment of professional business consulting services in common stock are at their absolute minimum to ensure the Company remains viable and current in its reporting under the federal securities laws, as a public company, which Management believes is its primary advantage and sole means of developing future value for its shareholders. The Company changed its course in mid 2003 to focus its primary efforts on generating new projects in the traditional and alternative and renewable energy sectors of the Energy Industry. During the first quarter of 2004, the Company originated a series of two ventures to develop certain domestic oil and gas prospects in known oil and gas fields in Texas and Oklahoma. These prospects required raising equity capital through professional equity investors for each in excess of $20 Million and took considerable time and resources of the Company to investigate and validate. For a variety of economic and technical factors the first project was terminated in April of 2004 and the second project was terminated in the first quarter of 2005. At the instance of certain of the outside board members, a new project was initiated in the first quarter of 2005 to acquire a project with a number of proven producing wells with in-field drilling capabilities into a majority owned subsidiary of the Company. This 10 project is in its very early stages of documentation, validation and preparation for funding, and there are no assurances that this project will ultimately be realized. In recognition of the Company's limited resources, the board of directors has shifted the company's immediate focus toward pursuing significantly smaller projects that will spin out cash flow, that will sustain our operations and provide a base for growth from producing and proven undeveloped properties. We continue our efforts to compromise or resolve outstanding obligations including accrued employee compensation, withholding and other taxes, operating and trade payables of the Company and its former subsidiary operations. To date these efforts have been funded by cash advances from related parties, by the issuance of common stock for services and from proceeds from exercise of stock options. The Company will be required to rely upon ongoing financial support from these parties for the foreseeable future. Critical Accounting Policies - ---------------------------- The following discussion and analysis of the results of operations and financial condition are based on the Company's consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the Untied States of America. Our significant accounting policies are more fully described in Note 2 of Notes to the Consolidated Financial Statements. However, certain accounting policies and estimates are particularly important to the understanding of the our financial position and results of operations and require the application of significant judgment by our management or can be materially affected by changes from period to period in economic factors or conditions that are outside the control of management. As a result, they are subject to uncertainty. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financial results, the terms of existing contracts, our observance of trends in the industry, information provided by our customers and information available from other outside sources, as appropriate. Actual results may differ from these estimates. All historical numbers are presented on a consolidated basis that includes all acquisitions and eliminates inter-company transactions. Basis of presentation: The financial statements have been prepared on the basis of the Company being a development stage entity, having discontinued several unsuccessful ventures including cessation of operations of its subsidiary, Aggression Sports, Inc., having discontinued operations as a business development company focused on developing certain bond and other funding vehicles for growth stage companies, and having embarked on an entirely new business of developing opportunities in the traditional and alternative and renewable energy sectors, and which contemplates the formation of capital and management resources to pursue development of new business opportunities. The recast of the Company as development stage is intended to more correctly and accurately reflect the current status of the Company and to properly record results of operations and changes in financial condition as it pursues its new business plan. As shown in the accompanying financial statements, the Company has recast its financial statements to reflect this divergence from its past business endeavors including losses from write down of assets and valuation of assets held for disposal from discontinued operations. Use of Estimates in the Preparation of Financial Statements Preparation of the Company's financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenue and expense during the reporting periods. Accordingly, actual results could differ from those estimates. 11 Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Property and Equipment Property and equipment are stated at cost. Costs of property maintenance and repairs are charged against operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the individual assets, as follows: Equipment, and furniture 5-7 years Results of Operations The nature of our operations, and the locations in which we operate create certain challenges and risks to us. These challenges and risks are discussed in Item I of this Annual Report. However certain of these factors are especially important to this discussion and to understanding our results of operations, financial condition and cash flows, and the reasons why historical financial results may not be indicative of our future operating performance. Key selected financial and operating data for the years ended December 31, 2005 and 2004 are as follows. All references to the earnings per share are on a diluted basis. The following consolidated Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements. The Company had $11,114 revenues for nor for fiscal year ended December 31, 2005 and no revenues from operations for the fiscal year ended December 31, 2004. Net loss from continuing operations for the fiscal year ended December 31, 2005 was $684,024 as compared to a net loss from continuing operations of $977,037 for the fiscal year ended December 31, 2004. The extinguishment of debt of $81,200 offset other losses in the fiscal year ended December 31, 2005 and the extinguishment of debt of $54,054 offset other losses in fiscal year ended December 31, 2004. This resulted in an aggregate net losses for the fiscal year ended December 31, 2005 of $602,824 and $922,983 for the fiscal year ended December 31, 2004. The decreased the overhead expenses during the fiscal year ended December 31, 2005 by $586,146 over the prior year but has included the loss attributed to the operations of Colorado Oil & Gas for the first nine months of fiscal year ended December 31, 2005 of $282,296. As stated above, we will continue to operate the Company on an austere program of minimum overhead, while obtaining access to expertise in the areas we are pursuing with the use of our common stock and common stock options as incentives during the development stage of our new business model. Further as opportunities for participation in profitable revenue producing projects come forward, we intend that consultants and advisors will be offered compensation from revenues or interests, direct participations, royalties or other incentives from the specific projects to which they contribute. While reducing the amount of variable costs, there is almost no way to reduce or offset our fixed expenses related to office expense, legal, accounting, transfer agent fees, Securities Act reporting, corporate governance, and shareholder communications. Our future expectation is that monthly operating expenses will remain as low as possible until new opportunities are initiated, of which there can be no assurance, in which event, the operating costs of the Company may increase relative to the need for administrative and executive staff and overhead to provide support for these new business activities. 12 Liquidity and Capital Resources - ------------------------------- The Company had a working capital deficit as of December 31, 2005 of $888,159. This compares to a working capital deficit of $938,856 in the fiscal year ended December 31, 2004. During the 12-month period ended December 31, 2004 an aggregate of 100,453,142 shares of common stock were issued for aggregate consideration of $1,406,937, (avg. $0.014 per share) and recorded $20,858 in value of stock options granted to consultants. This compares to the 12-month period ended December 31, 2005 in which an aggregate of 79,109,986 shares of common stock were issued for aggregate consideration of $369,181 (avg. $0.0047 per share), recorded $7,727 in value of stock options granted to consultants. The Company had a stockholder's deficit at December 31, 2005 of $886,234. This is compared to stockholder's deficit at December 31, 2004 of $934,887. The stockholder's deficit decreased due to the Company's net operating loss offset by the exercise of stock options for cash and an increase in payments for services with common stock. At December 31, 2005, the Company had no material commitments for capital expenditures. Due to its recent liquidity issues, the Company has defaulted on several short term obligations including for its operating overhead, trade payables, and state and federal employment taxes, resulting in tax liens being imposed on the Company's assets, which will have to be resolved with an infusion of new capital, of which no assurances can be made. Management believes that the Company will experience significant difficulty raising significant additional equity capital or attracting viable acquisition candidates until these matters have been resolved and the Company has eliminated a substantial amount of its outstanding debt. The Company relies on infusions of cash for operations from officers and directors, from deferral of salary, from services rendered for stock compensation, and from proceeds of exercise of stock options. The Company's success depends upon its ability to generate revenue from oil and gas projects in the form of management fees and equity participation in revenue streams from projects it is currently pursuing and future projects developed from its business development activities introduced by its officers, directors and consultants. The Company may continue to be required to issue further stock to pay executives, consultants and other employees, which may have a continuing dilutive effect on other shareholders of the Company. Failure of the Company to acquire additional capital in the form of either debt or equity capital will most likely impair the ability of the Company to meet its obligations in the near-term. Stock issuances: - ---------------- The Company has relied upon the issuance of shares of its common and preferred stock, and options to purchase its common stock and preferred stock as well as accrual of salary of its senior executive officer to fund much of the Company's operations. The following describes the methods used to record various stock related transactions. Stock issued for services is valued at the market price of the Company's stock at the date of grant. Compensation related to the issuance of stock options to employees and directors is recorded at the intrinsic value of the options, which is the market price of the Company's common stock less the exercise price of the option at the measurement date. The Company's common stock options issued to consultants are recorded at the fair value of the Company's options computed using the Black-Scholes Model. 13 Contractual Obligations and Commercial Commitments - -------------------------------------------------- We do not currently have any contractual obligations and commercial commitments, except the notes payable to related parties. Off Balance Sheet Arrangements - ------------------------------ We do not currently have any off balance sheet arrangements falling within the definition of Item 303(c) of Regulation S-B. Inflation - --------- To date inflation has not had a material impact on our operations. New Accounting Pronouncements - ----------------------------- In November 2004, the FASB issued SFAS No. 151,"Inventory Costs". SFAS No. 151 amends the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) under the guidance in ARB No. 43, Chapter 4,"Inventory Pricing". Paragraph 5 of ARB No. 43, Chapter 4, previously stated that ". . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and re-handling costs may be so abnormal as to require treatment as current period charges. . . ." This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not expect adoption of SFAS No. 151 to have a material impact on the Company's financial statements. In December 2004, the FASB issued SFAS No. 153,"Exchanges of Nonmonetary Assets," an amendment to Opinion No. 29,"Accounting for Nonmonetary Transactions". Statement No. 153 eliminates certain differences in the guidance in Opinion No. 29 as compared to the guidance contained in standards issued by the International Accounting Standards Board. The amendment to Opinion No. 29 eliminates the fair value exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. Such an exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in periods beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges occurring in periods beginning after December 16, 2004. Management does not expect adoption of SFAS No. 153 to have a material impact on the Company's financial statements. In May, 2005 the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3." SFAS No. 154 replaces APB Opinion ("APB") No. 20, "Accounting Changes", and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 will apply to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. APB No. 20 previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. SFAS No. 154 requires retrospective application to prior periods' financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. When it is impracticable to determine the period-specific effects of an accounting change on one or more individual prior periods presented, SFAS No. 154 requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial condition). 14 Item 7-Financial Statements The financial statements listed in the accompanying index to financial statements are set forth under Part IV, Item 13 to this report and incorporated herein by reference. Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 8A. Controls and Procedures As of the end of the period covered by this Annual Report, our Chief Executive Officer and Chief Financial Officer (the "Certifying Officers") conducted evaluations of our disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 Act, as amended (the "Exchange Act") the term "disclosure controls and procedures" means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including the Certifying Officers, to allow timely decisions regarding required disclosure. Based on this evaluation, the Certifying Officers originally concluded that our disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act, and the rules and regulations promulgated thereunder. Further, there were no changes in our internal control over financial reporting during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Part III Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act. Charles L. Gamber (55) Director and President. - ----------------------------------------------- Mr. Gamber joined the Company's Board of Directors in September of 2003, serving as an independent Director, and as a member of the Company's Compensation, Audit, Policy, and Compensation Committees. Mr. Gamber is currently the President and CEO of 86 Phoenix, LLC, a real estate and property development corporation doing business in Colorado. Mr. Gamber has also served as a Director of Net Commerce, Inc., a public company from 2001 to the present. He has served as a consultant for Donald W. Prosser, PC and VCG Holding Corp., a publicly held company with an emphasis in areas of organizational needs, financial projects, and business development. Mr. Gamber has 14 years of sales and service experience in the restaurant industry. He has owned and operated All America Auto Transport of Colorado for 6 years, and was with Toyota Motor Distributors for 5 years, leaving them as a District Sales Manager to pursue his own interests. Mr. Gamber received a bachelors degree in Business Administration from Western State College in 1973. 15 John R. Herzog (62) Director and Acting Chief Financial Officer. - ----------------------------------------------------------------- Mr. Herzog joined the Company's Board of Directors in September of 2003, serving as independent Director, and as a member of the Company's Audit, Policy, Nomination and Compensation Committees. He brings a depth of concrete practical and entrepreneurial experience in business start-ups, turn-arounds, technology oriented business and technology development projects. From 1998 to 2000, Mr. Herzog served as Director of Billing Services for Eglobe, Inc., where he managed daily operations, conversion of the billing system, and generated an additional $1 million per year of revenue for this company. From 2000 to 2001, he served as director of IT for Anything Internet, Inc., a public company. Since 2001, Mr. Herzog has been President of Business Information Systems, Inc., developing applications, consulting on software development, business systems, and programming. Mr. Herzog has also served as a Director of Net Commerce, Inc., a public company from 2001 to the present. Mr. Herzog graduated from Drexel University in 1967 with a degree in Electrical Engineering, and in 1970 with a Master's degree in Biomedical Engineering. He received a Doctorate in Pathology from Temple University in 1976. William W. Stewart (45) Director. - ---------------------------------- Mr. Stewart joined the board of directors on December 19, 2001 at the time the Company entered into a Letter of Intent with Mr. Stewart to form a subsidiary corporation to pursue acquisition and management of minor league sports franchises. From December, 2001 until August, 2002, Mr. Stewart ran the operations and directed the business plan of Eagle Capital Funding Corp. (Eagle Capital) to pursue capital funding projects, In addition to serving as an outside director, Mr. Stewart provides consulting services to the Company relating to corporate finance, mergers and acquisitions. (See - Certain Transactions with Management and Others). From 1986 to 1994, Mr. Stewart worked in the brokerage industry as an NASD licensed registered representative. He started his career with Boettcher and Company of Denver, Colorado and left the Principal Financial Group of Denver, Colorado in 1994 to open his own small-cap investment firm, S.W. Gordon Capital, Inc., where he has been its president since 1994 to the present. He has consulted with many small companies, both public and private, on capital formation and mergers and acquisitions. Mr. Stewart formerly served as CEO and is an owner of Larimer County Sports, LLC, a Colorado Limited Liability Company, which owns the Colorado Eagles Hockey Club a minor league professional hockey franchise in northern Colorado. Mr. Stewart was born in The Pas, Manitoba, Canada. Mr. Stewart attended the University of Denver on a full athletic scholarship where he played hockey from 1979 to 1983 as right wing and served as assistant captain during his senior year. Mr. Stewart graduated with a BS, Business Administration from the University of Denver in 1983, with honors as a Student Athlete. Donald W. Prosser (55) Director. - --------------------------------- Mr. Prosser joined the Company's Board of Directors in September of 2003, serving as Director and member of the Company's Compensation, Audit, Policy, and Compensation Committees. He has been designated as the Company's Financial Expert under the Sarbanes-Oxley Act. Mr. Prosser is a professional CPA, specializing in tax and securities accounting, and has represented a number of private and public companies serving in the capacity of CPA, member of boards of directors, and as Chief Financial Officer. Mr. Prosser brings to the Company his great depth of expertise in tax and securities compliance and accounting, corporate finance transactions and turn-arounds. 16 From 1997 to 1999, Mr. Prosser served as CFO and Director for Chartwell International, Inc, a public company publishing high school athletic information and providing athletic recruiting services. From 1999 to 2000, he served as CFO and Director for Anything Internet, Inc. and from 2000 to 2001, served as CFO and Director for its successor, Inform Worldwide Holdings, Inc., which is a publicly traded company. From 2001 to the present, Mr. Prosser serves as CFO and Director for Net Commerce, Inc, a public company selling internet services. Since November 2002 through the present, Mr. Prosser serves as CFO of VCG Holding Corp., a public company engaged in the business of acquiring, owning and operating nightclubs, which provide premium quality entertainment, restaurant and beverage services in an up-scale environment to affluent patrons. His accounting firm performs accounting service for VCG Holding Corp. Mr. Prosser has been a Certified Public Accountant since 1975, and is licensed in the state of Colorado. Mr. Prosser attended the University of Colorado from 1970 to 1971 and Western State College of Colorado from 1972 to 1975, where he earned a Bachelor's degree in both accounting and history (1973) and a Masters degree in accounting - income taxation (1975). The Board of Directors - ---------------------- Our Board of Directors oversees the business affairs of the Company and monitors the performance of our management. The Board held ten meetings during the fiscal year ended December 31, 2005. During the 2005 fiscal year, all Board members attended 100% or more of the Board meetings. The Board of Directors has designated three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. Board Committees - ---------------- Audit Committee. The Audit Committee's primary responsibilities are to monitor our financial reporting process and internal control system, to monitor the audit processes of our independent auditors, and internal financial management; and to provide an open avenue of communication among our independent auditors, financial and senior management and the Board. The Audit Committee reviews its charter annually and updates it as appropriate. The Committee met four times during the fiscal year 2005. The Audit Committee consists of the following independent directors: Donald W Prosser and William Stewart. Audit Committee Financial Expert. The Board has determined that Mr. Prosser is an audit committee financial expert as defined by Item 401(h) of Regulation S-B under the Securities Act and is independent within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Compensation Committee. The Compensation Committee was established in 2003. It administers our incentive plans, sets policies that govern executives' annual compensation and long-term incentives, and reviews management performance, compensation, development and succession. The Compensation Committee met two times during the fiscal year 2005 to review, among other things, compensation for the officers, the directors. Nominating Committee. The Nominating Committee was also established in 2003. It identifies candidates for future Board membership and proposes criteria for Board candidates and candidates to fill Board vacancies, as well as a slate of directors for election by the shareholders at each annual meeting. The Committee annually assesses and reports to the Board on Board and Board Committee performance and effectiveness; reviews and makes recommendations to the Board concerning the composition, size and structure of the Board and its committees; and annually reviews and reports to the Board on director compensation and benefits matters. The Nominating Committee met one time during the fiscal year 2005. The Company has one Board of Director seat open. 17 Compliance With Section 16(a) of the Exchange Act. - -------------------------------------------------- The Company files reports under Section l5 (d) of the Securities Exchange Act of 1934; accordingly, directors, executive officers and 10% stockholders are not required to make filings under Section 16 of the Securities Exchange Act of 1934. Code of Ethics - -------------- We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Act of 1933, as amended. The Code applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Upon written request, we will mail you a free copy of our Code. Please mail your request to the following address: Arete Industries Inc., P.O. Box 300, Westminmster, Colorado 80033. 18 Item 10 - Executive Compensation Summary Compensation Table The following table sets forth the aggregate compensation paid by the Company for services rendered during the last three completed fiscal years:


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text: Brier celebrates purchase of Hickory Way Park Posted: July 11, 2015 2330 Brier Mayor Bob Colinas (center) along with Snohomish County Councilmembers Terry Ryan and Dave Somers (right) celebrate the dedication of Hickory Way Park Saturday afternoon. The City purchased the 5.25-acre of property with a grant from the Snohomish County Conservation Futures program. The property will remain a passive park. The City plans to clear out the blackberry bushes and also develop trails. The potential sale of the property to developers spurred the City to look into purchasing the property, which had been owned by a private individaul since the 1950s. The park is located at the corner northeast corner of Poplar Way and Hickory Way. Brier City Councilmember Kerin Steele cuts the ribbon during the dedication of Hickory Way Park with members of the Brier City Council, Snohomish County Council and Mayor Bob Colinas.