Each one in plain English, with the numbers worked through for a shareholder.
26 Apr 2019capital raising announcement▼ BadMajor
The company, now named Café Serendipity Holdings (formerly BioQuest Corp.), amended its October 8, 2018 deal with former executive Thomas C. Hemingway, who was to receive 350,000,000 new shares for forgiving about $350,000 of notes and advances. The amendment says the amount actually owed was $187,186 (accrued unpaid wages), and a further $33,894 of loans and interest was transferred to another entity and is no longer a company obligation. Even so, the company's sole director decided to honor the 350,000,000 shares already issued to Hemingway, so the share count stays hugely diluted relative to the debt cleared.
Force Fuels filed an amended notice (dated June 23, 2014) ending its registration of common stock under Section 12(g), relying on Rule 12g-4(a)(1), and says there were about 245 holders of record. Under this rule the company stops its duty to file regular reports with the SEC. Shares are not cancelled by this filing, but shareholders will no longer get SEC-filed reports. The mark in the signature block, Mark V. Noffke as CEO, differs from Ken Berscht who signed days earlier.
Force Fuels agreed on May 6, 2014 to buy 100% of Café Serendipity, Inc., a development company offering franchise retail stores for recreational marijuana consumers, in exchange for 30,000,000 new shares. The filing states this is a change in control, and reports that Tom Hemingway, Bobby Orbach and Dennis O'Neill have left the board and Ken Berscht has joined and signed as CEO. The company's address moved to Henderson, Nevada. This is a complete change of business from the oil and gas leases and fuel plans described earlier.
On July 29, 2011 Force Fuels hired Hunter Wise as exclusive advisor and placement agent for 12 months and agreed to issue it 500,000 shares of common stock (250,000 freely tradeable, 250,000 restricted). Further fees are owed on any deal, for example 10% cash plus 10% warrants on equity raised and $200,000 plus 3% on an acquisition, with a minimum fee of $250,000. This adds shares and fee obligations to future fundraising.
On April 12, 2011 Force Fuels signed a non-final letter of intent with Duke Capital Management, LLC, under which Duke would arrange up to $1,500,000 of investment in new oil wells. Repayment is 100% of oil revenue from those wells for 12 months and then 30% for 60 months, and Duke's advisory fee is 10% cash, 5% in company stock and 5% in two-year warrants. The deal still needs definitive agreements and approvals; the press release gives a target closing date of June 30, 2011.
31 Mar 2011material agreement termination● NeutralMajor
On March 30, 2011 Force Fuels and PEMCO cancelled the April 2010 asset purchase agreement, with no penalties. The company will give PEMCO a 50% interest in four of the 13 leases (Mann, Mann AB, Bayless, Doebrook) in exchange for all amounts owed under that purchase. PEMCO becomes operator of the other nine leases, and the two sign a joint venture covering these leases, with new-development revenue split 75% to the company and 25% to PEMCO. The company's press release describes this as cutting debt by $1,352,265. This partly reverses the 2010 acquisition.
On January 10, 2011 Force Fuels signed an agreement with Kodiak Capital Group, LLC under which Kodiak may buy up to $1,000,000 of common stock over 24 months, at 90% of the lowest closing bid price in the pricing period. The company can only sell shares once a resale registration statement is effective, and the stock must also be listed on its principal market and not suspended from trading, which matters given the December 2010 move to the Pink Sheets. No money has been raised yet under this agreement.
On December 17, 2010 the stock was moved from the OTC Bulletin Board to the Pink Sheets because the annual report for the year ended July 31, 2010 was not filed within the grace period. The filing also says the original 10-K and the 10-K/A of December 16 lacked the auditor's report, so Sadler, Gibb said it does not agree with those unaudited statements. The company attributes the delay to the auditor change and the start of oil and gas operations, including the need for a proven reserves report. The company expects to file audited statements shortly and reapply to the OTCBB.
Kabani & Company resigned as auditor on November 15, 2010, and Sadler, Gibb & Associates was engaged the same day. Kabani's report for the year ended July 31, 2009 carried a going-concern paragraph, and the filing reports no disagreements. This is the latest in the company's repeated auditor changes, and no reason for the resignation is given.
Force Fuels signed an agreement on April 20, 2010 to buy 13 oil and gas leases with equipment (about 2,600 acres in Kansas) from PEMCO, LLC for $1,500,000: $200,000 at the initial closing, $900,000 by promissory note paid in $100,000 monthly instalments, and $400,000 once it signs an agreement with Energy Recovery Systems. The company's own press release says the leases have 54 wells and calls this its first step toward becoming an energy company; the reserve figure of 13 million barrels is described there as a preliminary estimate. This is the company's first oil and gas asset in the filings seen, after the earlier hydrogen vehicle JV plans.
On November 17, 2009 Force Fuels engaged Kabani and Company as its independent auditor, replacing Li & Company, which resigned in October. The filing says Kabani was not consulted on accounting or audit-opinion matters during the year ended July 31, 2009.
This amendment only files Li & Company's letter to the SEC (Exhibit 16.2, dated October 21, 2009) for its October 2009 resignation. No other new information is given.
Li & Company, PC resigned again as auditor on October 6, 2009, this time without a stated reason. Its reports for fiscal 2007 and 2008 carried a going-concern paragraph, and the filing reports no disagreements. Li's confirming letter was still to come.
This amendment only supplements the February 2008 auditor-change report and files Li & Company's letter to the SEC (Exhibit 16.1, dated September 25, 2008). It contains no other new information. It closes the pending-letter item from the January 2008 resignation.
This amended filing repeats the June 2008 report of the name change and the re-engagement of Li & Company, now under the name Force Fuels, Inc. No new facts are added.
The company reports a board-approved name change (approved May 14, 2008, without a shareholder vote), consistent with the planned Force Fuels rename. It also reports re-engaging Li & Company on May 12, 2008 to review its financial statements, the firm that resigned in January 2008 over the unreviewed quarterly report.
On May 19, 2008 the company signed a joint venture agreement (dated May 12) with ICE Conversions, Inc. to form Force Fuels CA LLC, which would develop and later make and sell hydrogen fuel cell vehicles; the company gets 80% of profit or loss. It must raise and contribute $5,000,000 in stages (at least $500,000 by August 10, 2008, $1,500,000 by November 8, 2008, and all by May 12, 2009) and plans to rename itself Force Fuels, Inc. It plans to issue 4,000,000 shares (2,500,000 under an employment arrangement, 1,500,000 to ICE Conversions), which it says is expected to change control of the company. This is a new business direction after the earlier Great American Coffee merger.
Li & Company resigned as auditor on January 18, 2008, after the company filed its October 31, 2007 quarterly report without the required auditor review. The company filed an amended quarterly report noting the missing review and said it had not yet chosen a new auditor. Earlier Li reports carried a going-concern paragraph, and no disagreements are reported.
This amended filing repeats the March 2007 switch from Most & Company, LLP to Li & Company, PC, adds that the dismissal was because the responsible auditor was no longer associated with Most, and attaches Most's letter to the SEC dated March 27, 2007. It resolves the pending letter from the earlier filing.
On March 9, 2007 the company dismissed Most & Company, LLP and engaged Li & Company, PC effective March 5, 2007. Most's report on the July 31, 2006 financials was clean other than a going-concern paragraph, and no disagreements are reported. Most's confirming letter was still to come.
On May 9, 2006 the company completed a merger in which a new subsidiary merged into Great American Coffee Company, Inc., a California company, which became a wholly-owned subsidiary. Each Great American share was converted into one share of the company's common stock, and the company's officers were removed and replaced with new appointees under the agreement. The filing says Great American was formed April 4, 2005 and currently conducts no business, though it is in active negotiations to acquire or merge with an active business. Shareholders holding a majority of the company's shares have agreed to sell or cancel shares under escrow arrangements, and further details were promised within 60 days.
This amendment repeats the July 2005 dismissal of Sherb & Co. LLP and the hiring of Most & Company, LLP, and adds Sherb's letter to the SEC (Exhibit 16.1, dated October 19, 2005). It resolves the earlier open item about the missing letter. The company's address is updated to Bradenton Beach, Florida.
The company, filing as DSE Fishman, Inc., dismissed its auditor Sherb & Co. LLP on July 20, 2005 and hired Most & Company, LLP. Sherb's reports for the year ended July 31, 2003 and the period from inception (July 15, 2002) to July 31, 2002 each carried a going-concern doubt, and the filing states there were no disagreements. Sherb's confirming letter had not yet been received. (The filing was made in November 2005 for a July 2005 event.)
