ISSUER INFORMATION AND DISCLOSURE STATEMENT

Document Sample
ISSUER INFORMATION AND DISCLOSURE STATEMENT Powered By Docstoc
					     ISSUER INFORMATION AND DISCLOSURE STATEMENT

                       Pursuant to Rule 15c2-11(a)(5)
                 Under the SECURITIES EXCHANGE ACT of 1934


                                July 6, 2009



                              Warrior Girl Corp.
             444 Brickell Avenue, Suite 51-444, Miami, FL 33131
              779 East 9400 South. Suite 230. Sandy, UTAH 84090

                      PINK SHEETS TRADING SYMBOL: WRGL


Federal I.D. No.                   CUSIP No.                 D-U-N-S No.

20-1653915                         936261 10 6               828196183


                             _____________________

                      ISSUER’S EQUITY SECURITIES

                                COMMON STOCK


         200,000,000 Common Shares Authorized “Common Stock”
                           $0.001 Par value
                  75,000,000 Issued and Outstanding


                              PREFERRED STOCK

               No preferred stock authorized or outstanding

                               Transfer Agent
                                  OTR, Inc.
                        1000 SW Broadway, Suite 920
                             Portland, OR 97204
                          Telephone: 503-225-0375
                          Facsimile: 503-273-9168
                              www.transfer.com
                        Warrior Girl Corp.


               INFORMATION AND DISCLOSURE STATEMENT


                           July 6, 2009



ALL INFORMATION FURNISHED HEREIN HAS BEEN PREPARED FROM THE BOOKS
AND RECORDS OBTAINED FROM WARRIOR GIRL CORP IN ACCORDANCE WITH
RULE 15C211-11(A)(5) PROMULGATED UNDER THE SECURITIES AND EXCHANGE
ACT OF 1934, AS AMENDED, AND IS INTENDED AS INFORMATION TO BE USED
BY THE PUBLIC.


NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
HEREIN IN CONNECTION WITH THE COMPANY. ANY REPRESENTATIONS NOT
CONTAINED HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN MADE OR
AUTHORIZED BY THE COMPANY.


THE UNDERSIGNED HEREBY CERTIFIES THAT THE INFORMATION HEREIN IS
TRUE AND CORRECT TO THE BEST OF THEIR KNOWLEDGE AND BELIEF.


May 26, 2009                  Warrior Girl Corp.




                                   BY /S________________

                                   CARL H. KRUSE,
                                   SR. VICE PRESIDENT




COPIES OF THIS INFORMATION AND DISCLOSURE STATEMENT ARE AVAILABLE
                  FROM THE ISSUER UPON REQUEST.



                                                                    2
                                  WARRIOR GIRL CORP.


                         INFORMATION AND DISCLOSURE STATEMENT
                           Pursuant to Rule 15c2-(11)(a)(5)

                                     JULY 6, 2009


      All information contained in this Information and Disclosure Statement
has been compiled to fulfill the disclosure requirements of 15c2-11(a)(5)
promulgated by the Securities and Exchange Act of 1934, as amended, and is
intended as information to be used by the public. The enumerated items and
captions herein correspond to the format as set forth in the Rule.

Part A         General Company Information

 Item (i): THE EXACT NAME OF THE ISSUER AND ITS PREDECESSORS:

      Warrior Girl Corp. (hereinafter referred to as the “Company”) was
incorporated in the state of Nevada as Legacy Home California, LLC, a Nevada C
Corporation on February 8, 2002. On September 20, 2004, the Company changed
its name to Warrior Girl Corp.


Item (ii): ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:

         444 Brickell Avenue, Suite 51-444, Miami, FL 33131


Item (iii): ISSUER’S STATE OF INCORPORATION:

         Incorporated in the State of Nevada on February 8, 2002


Part B         Share Structure

Item (iv): EXACT TITLE AND CLASS OF SECURITY TO BE QUOTED:

         The issuer originally has one class of equity securities to be quoted,
         namely, 75,000,000 authorized shares of common stock. CUSIP: 936261 10 6,
         Trading Symbol: WRGL. On May 30, 2008, the articles of incorporation
         were amended as follows: Amend Article 4: The amount of authorized stock
         shall be 200,000,000 with a par value of $.001 per share.


Item (v): PAR OR STATED VALUE OF ISSUER’S SECURITIES:

         The par value of the Common Stock to be quoted is $0.001 per share.


Item (vi): THE NUMBER OF SHARES OR TOTAL AMOUNT OF SECURITIES
           OUTSTANDING AS OF July 6, 2009:

         A. As of July 6, 2009, the Company had 75,000,000 shares of common
         stock outstanding (200,000,000 authorized, public float – 50,727,575
         shares). According to the Depository Trust & Clearing Corporation (DTC),
         as of July 6, 2009, the float of 50,727,575 shares is held among 15



                                                                                     3
      different brokerage/clearing firms. The company presumes there are
      anywhere from dozens to hundreds of shareholders of its stock represented
      by these firms. There is no preferred stock authorized or outstanding.

      B. There were no offerings of securities by the issuer within the two-
      year period ended on the last day of the issuer’s most recent fiscal
      year.

Part C      Business Information


 Item (vii): NAME AND ADDRESS OF ISSUER’S STOCK TRANSFER AGENT:

      OTR, Inc., a company registered under the Exchange Act.
      1000 SW Broadway, Suite 920, Portland, OR 97204
      Telephone: 503-225-0375, Facsimile: 503-273-916
      www.transfer.com, Contact: Mr. Robert Roach

      OTR, Inc. is registered under the Exchange Act and is an SEC approved
      Transfer Agent.


Item (viii): THE NATURE OF THE ISSUER’S BUSINESS:

A. Business Development

      1. The issuer is a Nevada Corporation.

      2. The issuer was incorporated on February 8, 2002.

      3. The issuer’s fiscal year ends December 31st.

      4. The issuer (nor any predecessor) has never been in bankruptcy,
      receivership or any similar proceeding.

      5. During 2009, the Company began an acquisition of American Energy
      Resource Company, which when completed on August 10, 2009 will become a
      wholly owned operating subsidiary of the Company. The Company may then
      change its name to American Energy Resource Company, in conjunction with
      this acquisition.

      The Acquisition Agreement calls for the Company to issue shares of its
      common stock in exchange for 100% of the interests of American Energy
      Resource Company. The transaction will be recorded as a “Reverse
      Acquisition”, meaning that the financial statements are prepared using
      the accounts of the Aquiree Company.

      In addition, the assets   and liabilities of the purchaser are   to be
      reflected at their fair   values (as opposed to book values).    As the fair
      value of the Acquirer’s   stock is more readily ascertainable,   it will be
      used to record the fair   values of the assets and liabilities   purchased.

      6. There have been no defaults of the terms of any note, loan, lease, or
      other indebtedness or financing arrangement requiring the issuer to
      make payments.

      7. On August 10, 2009, shareholders of American Energy Resource Company
      are expected to become the majority shareholders of the Company.



                                                                                     4
      8. During August 2009, the Company expects to issue shares of common
      stock as part of the reverse acquisition of American Energy Resource
      Company.

      9. There have been no past, pending or anticipated stock splits, stock
      dividends, recapitalizations, mergers, acquisitions, spin-offs or
      reorganizations other than the one mentioned above.

      10. There have been no delistings of the issuer’s securities by any
      securities exchange or NASDAQ or detention from the OTC Bulletin Board.

      11. There is no litigation or current, past or pending trading
      suspensions by a securities regulator nor any threatened legal
      proceedings or administrative actions pending.

B. Business of Issuer:

      1. The issuer’s primary SIC code is 1311. There is currently no SIC code
      that fits the secondary SIC code for the Company.

      2. The Company is currently an investment company.

      3. The Company’s majority shareholders are Macowir AG (19,998,750 shares
      in escrow at Hypo-Alpe-Adria Bank in Liechtenstein), Starburst
      Innovations LLC (3,100,000 shares), and L.F. Technology Group LLC
      (3,000,000 shares). The Company has no subsidiaries or affiliates
      included in the financial statements filed at www.pinksheets.com.

      4. The Company plans to acquire 100% ownership of American Energy
      Resource Company. on August 10, 2009.

      5. The Company does not expect that existing or probable governmental
      regulations will affect the business at this time.

      6. The shareholders of the Company have spent a great deal of time and
      preparation on the research and development of its technology. There has
      been no third party research to date that has required the Company to pay
      for the services of a third party, but it is anticipated that license
      agreements will be entered into in the future.

      7. The Company has not incurred any costs nor experienced any negative
      effects from compliance with environmental laws. Existing and possible
      future environmental legislation, regulations and actions could cause
      additional expense, capital expenditures, restrictions and delays, the
      extent of which cannot be currently predicted. Before production can
      commence on any properties, the Company must obtain regulatory and
      environmental approvals.

      8. The Company has four officers, three part-time employees and a range
      of consultants that work on a free-lance basis.




                                                                                  5
C. Investment policies.

      Warrior Girl Corp. (the ”Company”) intends to develop, produce and
      distribute products utilizing licensed oil sand and oil shale technology.
      Assets will be acquired primarily for income generation for the above
      purpose.

      1. After the reverse acquisition, the Company will own licenses for the
      extraction of oil tar sands and oil shale technology, which are already
      in full force and effect, a full sized commercial gasification unit which
      is already in operation, will finalize the conditional Reserve Agreement.

      2. The Company does not intend to invest in any type of real estate
      mortgages.

      3. The Company does not intend to invest in any persons or companies
      primarily engaged in real estate activities.


Item (ix): NATURE OF PRODUCTS OR SERVICES OFFERED:

      1. The Issuer’s proposed initial business is the production, development
      and distribution of high quality, environmentally friendly, alternative
      petroleum-based feedstock for Bio-Based fuel blends to meet American’s
      mandated 21st century renewable energy requirements.
      2. The Company is an investment company and is not involved with the
      distribution of any products or services at this time.

      3. There are no publicly announced new products or services at present.

      4. The Company will compete with other companies in the oil extraction
      industry.

Item (x): NATURE OF ISSUER’S FACILITIES:

1. The Company currently operates its corporate office out of 444 Brickell
Avenue, Suite 51-444, Miami, FL 33131. After the merger, office facilities will
be relocated to 779 East 9400 South, Suite 230, Sandy, Utah 84090. Directors
of the Company provide office space and services without charge. Production
facilities will be leased.

It is not anticipated that expanded facilities will be needed for the first few
years of the plan.

2. After the acquisition is completed, the Company will own two separate
licenses for oil sand and oil shale extraction processes plus a contract to
recover oil on property controlled by AREC in Utah, with proven recoverable oil
reserves in excess of 125 million barrels. In addition, the Company will own a
full size commercial gasification unit, which is already in operation.

3. The Company does not lease or rent any property. However, the Company plans
to enter into leases of oil sand and oil shale properties in the near future.

4. The Company currently does not lease any assets, properties or facilities,
but will likely do so in the near future.



                                                                                  6
Part D       Management Structure and Financial Information

 Item (xi): CHIEF EXECUTIVE OFFICER AND MEMBERS OF THE BOARD OF DIRECTORS will
be as follows:

A. Officers, Directors and Advisors

Edmund J. Gorman is currently the President and Chief Operating Officer of the Company.
As CEO, his responsibilities will be to run the day-to-day operations of the Company, which
include management development, acquisitions and the development of mining
assets. Mr. Gorman is a dynamic and accomplished executive with more than 25
years of progressive contributions in project development and financing,
contract negotiations, organizational development and strategic planning. Mr.
Gorman spent 17 years with the Morrison Knudsen Corporation (NYSE: MK), rising
to the post of Senior Vice President and CFO/Treasurer of the corporation. As
Vice President over Tax and Finance, he collaborated with the Chief Operating
Officer on structuring financial transactions for domestic and foreign projects
and on corporate strategic planning. He managed all legal and tax issues with
oversight of all financial reporting, compliance and litigation. As an
attorney, he also acted as their international legal & tax counsel. He
currently sits on the Board of Directors of AmerBank in Warsaw, Poland and
Neutron Technologies of Boise, Idaho. Mr. Gorman is a member of the California
bar.

Mr. Michael M. Hunter, Esq. is WRGL’s corporate secretary. Mr. Hunter has over
30 years of broadly diversified public and private sector experience in
corporate management, as an entrepreneur, and in the legal profession. He was a
trial attorney and federal prosecutor with the U.S. Department of Justice and
served as the Acting Director of Compliance and Enforcement for the Federal
Energy Office (Executive Office of the President) during the 1973-74 Arab Oil
Embargo. His government service also includes stints as counsel for two United
States Senators and the Senate Judiciary Committee. Mr. Hunter was a senior
executive with ITT Corporation and American Express, and he has operated
several businesses in the United States and Europe. He received a juris
doctorate from the University of Utah after receiving his undergraduate degree
from Columbia University in New York City.

Carl H. Kruse, CPA, MBA is Sr. Vice-President/Director

Mr. Kruse is a Certified Public Accountant with a BBA in Production Management
from the City University of New York and an MBA in Accounting and Finance from
New York University. He has been affiliated with the Company since 2002 and
was previously an executive with PepsiCo and Pfizer.

Mark M. Gibbons, Treasurer/CFO

Mr. Gibbons has over 25 years of commercial management and financial expertise.
He has owned and managed multiple commercial businesses, ranging from farming,
food service, resort entertainment, to engine building and mechanical repair as
well as auto racing, where he owned, maintained and drove. In his commercial
ventures, he managed all books, inventory and labor issues. His ability has
been tested many times in the corporate and private arena. He held a line
management position with Federal Express and still carries a valid CDL and
Hazardous Waste Drivers License. His finance background has covered inventory,
equipment leasing, mortgage, and commercial finance. Mark will be a valuable
asset to the company in hands-on employee management as well as negotiating
financing and all transportation contracts.



                                                                                              7
Each director holds office for a term of one year and shall hold office for the
full term for which he was elected, and until such director’s successor
shall have been duly elected and qualified or until his earlier death or
resignation or removal in accordance with the Articles of Incorporation or
the Bylaws.

Company advisors/consultants do not own any shares, except for the IR Company,
Princeton Research. The Board of Directors will consist primarily of outside
directors and will include highly qualified and experienced business and
industry professionals.


B. Legal/Disciplinary History.

      None of the foregoing persons has, in the last five years, been the
      subject of:

      1. A conviction in a criminal proceeding or named as a defendant in a
       pending criminal proceeding (exclud8ing traffic violations and other
       minor offenses}.

       2. The entry of an order, judgment, or decree, not subsequently
       reversed, suspended or vacated, by a court of competent jurisdiction
       that permanently or temporarily enjoined, barred, suspended or otherwise
       limited such person’s involvement in any type of business, securities,
       commodities, or banking activities.

       3. A finding or judgment by a court of competent jurisdiction (in a
       civil action), the SEC, the CFTC, or a state securities regulator of a
       violation of federal or state securities or commodities law, which
       finding or judgment has not been reversed, suspended, or vacated; or

       4. The entry of an order by a self-regulatory organization that
       permanently or temporarily barred, suspended or otherwise limited
       such person’s involvement in any type of business or securities
       activities.


B. Disclosure of Family Relationships.

      No relationships exist among and between the issuer’s officers, directors
      and shareholders, and beneficial owners more than 5%.


D. Disclosure of Related Party Transactions.

      There are no related party transactions or conflicts of interests among
      and between the issuer’s officers, directors and shareholders.


Item (xii): ISSUER’S MOST RECENT BALANCE SHEET, PROFIT AND LOSS
STATEMENT AND RETAINED EARNINGS STATEMENTS:

      See financial reports at http://www.pinksheets.com (symbol: WRGL).
      The issuer will continue to provide quarterly reports and press releases
      to security holders in the future no later than 90 days after the end of
      the calendar year and 45 days after the end of any quarter.



                                                                                  8
Item (xiii): ISSUER’S FIANCIAL STATEMENT FOR THE TWO PRECEDING YEARS:

      Issuer was incorporated on February 8, 2002 as Legacy Home California,
      LLC and commenced operations as Warrior Girl Corp. on September 20, 2004.
      Prior to September 20, 2004, the company did not have any assets or
      liabilities. The financial reports posted on http://www.pinksheets.com
      are for the year ended December 31, 2004 and all subsequent quarters
      thereafter.


Items (xiv): Beneficial Owners.

       THE OWNERSHIP OR MANAGEMENT OR ANYONE KNOWN TO THE ISSUER TO OWN
       BENEFICIALLY MORE THAN FIVE PERCENT (5%) OF THE OUTSTANDING SHARES AS OF
       THE DATE HEREOF:

       Macowir AG – 19,998,750 shares under the control of Alpe-Adria Bank,
       Liechtenstein.


Item (xv):

Auditor:

      To be selected

Public Relations:

      Princeton Research

Attorney:

      Wani Iris Manly, Esq.
      W. Manly & Associates, PA
      10 SW South River Drive, Suite 1712
      Miami, Florida 33130
      305 407 8236, Fax: 209 844 2099
      wmanly@manlylaw.com
      www.manlylaw.com


Item (xvi):   Management’s Discussion and Analysis or Plan of Operation:

Plan of Operations:

      The Company will use extraction technology that will recover more than
99% of the available oil present in tar sands. This process is completely
environmentally friendly. There is no exploration risk involved and no decline
curve, a completely different business model from the conventional oil
producer. The extracted oil will be sold to refineries throughout the
Intermountain West. The left over sand is oil free, and suitable for sale as a
premium construction material, for use as backfill in the mining pits or for a
number of other commercial purposes.

      The    State of   Utah, including personal interest by Governor      Jon M.
Huntsman,    Jr., has   expressed its strong support and encouragement     to the



                                                                                  9
development of the extraction of oil from oil sands and shale.     U.S. Senator
Orin G. Hatch has also pledged his support. Support of local governments in
Eastern Utah is also very favorable. The Uintah County Commission actually
promotes the development of tar sands and oil shale extraction and supports and
encourages efforts to commercialize the area’s resources.


Results of Operations:

      The Company has not yet earned any revenues. Management anticipates that
the Company will not earn revenues until such time as it has entered into
commercial production during the first quarter of next year.

Liquidity and Capital Resources:

Based on the Company’s operating plan, it does not expect to generate revenue
that is sufficient to cover expenses for at least the next six months. However,
the Company has sufficient cash commitments to execute its operations for at
least the next twelve months. The Company plans to raise the capital necessary
to fund the business through a private placement of its common stock or through
convertible debentures. If adequate funds are not available to satisfy either
short or long-term requirements, operations and liquidity could be adversely
affected.

The Company currently has no off balance sheet arrangements.

Item (xvii): LIST OF SECUITIES OFFERINGS AND SHARES ISSUED FOR SERVICES IN THE
PAST TWO YEARS:

         Princeton Research – 50,000 restricted shares


Part F         Exhibits:

Item (xviii):        Material Contracts – License Agreements

Item (xvix):         Articles of Incorporation and Bylaws – see PinkSheetsw.com

Item (xx):     Purchases of Equity Securities by the Issuer and Affiliated
               Purchasers

               N/A

Item (xxi):          Issuer’s Certification

I, Carl Kruse, certify that:

I have reviewed this disclosure statement of Warrior Girl Corp.:

Based on my knowledge, this disclosure statement does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this disclosure
statement, and

Based on my knowledge, the financial statements, and other financial
information included or incorporated by reference in this disclosure statement,
fairly present in all material respects the financial condition, results of



                                                                                  10
operation and cash flows of the issuer, as of, and for, the periods presented
in this disclosure statement.


DISCLOSURE WHETHER THE QUOTATION IS BEING SUBMITTED OR PUBLISHED DIRECTLY OR
INDIRECTLY ON BEHALF OF THE ISSUER OR ANY OFFICER, DIRECTOR OR ANY PERSON
DIRECTLY OR INDIRECTLY THE BENEFICIAL OWNER OF MORE THAN TEN PERCENT (10%) OF
THE OUTSTANDING UNITS OR SHARES OF ANY EQUITY SECURITY OF THE ISSUER:

      The issuer has no knowledge of any quotation being submitted on behalf
      of the issuer or any director, officer or more than ten-percent
      shareholder of the Issuer’s securities.


THE OWNERSHIP OR MANAGEMENT OR ANYONE KNOWN TO ISSUER TO OWN BENEFICIALLY MORE
THAN FIVE PERCENT (5%) OF THE OUTSTANDING SHARES AS OF THE DATE HEREOF:


      Macowir AG



BRIEF HISTORY OF THE ISSUER:

      The issuer was organized under the corporate laws of the State of Nevada
      on February 8, 2002 as Legacy Home California, LLC, a Nevada C
      Corporation. On September 20, 2004, the Company changed its name to
      Warrior Girl Corp. During June 2008, the Company signed a Share Exchange
      Agreement with Nature’s Choice LLC of Centerville, Utah whereby the
      Company would acquire 100% of the interests of Nature’s Choice. For
      various reasons, the transaction was not consummated.

      During 2009, the Company plans to acquire 100% of the shares of American
      Resource Energy Company and in this regard has entered into an
      Acquisition Agreement between the parties. A closing is planned for
      August 10, 2009.

      The Acquisition Agreement calls for the Company to issue shares of its
      common stock in exchange for 100% of the common interests of American
      Energy Resource Company. This transaction will be recorded as a “Reverse
      Acquisition” meaning that the financial statements are prepared using the
      accounts of the Aquiree Company (American Energy Resource Company).

      In addition, the assets and liabilities of the purchase may be reflected
      at their fair values (as opposed to book values). As the fair value of
      the Acquirer’s stock is more readily ascertainable, it will be used to
      record the fair values of the assets and liabilities purchased.


DISCLOSURE AS TO ANY CURRENT, PAST OR PENDING LEGAL PROCEDURES WHETHER BY OR
AGAINST THE ISSUER:   None


NAME, ADDRESS AND TELEPHONE NUMBERS OF SECURITIES COUNSEL:


      W. Manly & Associates, PA
      10 SW South River Drive, Suite 1712



                                                                                 11
      Miami, Florida 33130
      305 407 8236, Fax: 209 844 2099
      wmanly@manlylaw.com
      www.manlylaw.com


      At the appropriate time, the Company plans to engage the services of
Spartan Securities Group, Ltd. to file this document with the SEC.

      CARL DILLEY, MANAGING PARTNER
      Spartan Securities Group, Ltd.
      100 2nd Avenue South, Suite 300 N
      St. Petersburg, Florida 33701
      727 502 0508, FAX: 727 502 0858
      carl@spartansecurities.com


s/ Carl H. Kruse, Sr. Vice-President




                                                                             12