Each one in plain English, with the numbers worked through for a shareholder.
4 Oct 2013material agreement● Neutral
On September 30, 2013 the company and Kansas Petroleum Resources amended the August 19 purchase agreement, moving the closing date, effective date and due diligence completion date to October 31, 2013. All other terms stay the same. The $27.5M deal has not closed by the original deadline, and the filing does not say whether the financing has been arranged.
On September 11, 2013 the company sold Asher Enterprises an $83,500 convertible note at 8% interest, maturing June 4, 2014. After 180 days Asher can convert it into stock at a 58% discount to market price (average of the lowest three closing bids in the prior ten trading days), capped at 9.99% ownership. This is another small, short-term, heavily discounted convertible loan after the August 2013 notes, and conversion would dilute shareholders (inference). The filing does not state what the money is for.
On September 12, 2013 the company dismissed its auditor MaloneBailey LLP and hired RBSM LLP to audit the year ending December 31, 2013. The filing says Malone's reports on 2011 and 2012 carried going-concern doubt (negative working capital and recurring losses), and that there were no disagreements or reportable events. No reason for the change is given.
Around August 20, 2013 the company borrowed a total of about $250,000 across five 120-day convertible notes from Equity Trust Company accounts for Amy and Scottie Alley and from Scottie and Amy Alley jointly (amounts $12,498 to $98,485.75). Interest was prepaid with 333,334 restricted shares valued at about $249,999, and the notes can be converted into common stock. Roughly the same amount in shares as was borrowed was issued as interest, which is a heavy cost for short-term money and would dilute holders (inference). The filing does not say what the money is for; it follows the Kansas purchase agreement signed a day earlier, but no link is stated.
21 Aug 2013capital raising announcement● NeutralMajor
On August 19, 2013 the company agreed to buy 100% working interest in Kansas Petroleum Resources' oil and gas assets (about 17,000 acres, 19 wells, Pawnee and Hodgeman counties, 80% NRI) for $27,500,000: $25,000,000 cash and $2,500,000 in stock. Closing is due by September 30, 2013 (extendable up to 30 days) and depends on due diligence, an audit and the company closing on financing, which is not yet in place. This is far larger than the $400,000 Texas purchase. Separately it agreed to a $25,000 conference sponsorship, paid with 33,647 restricted shares to two individuals.
9 July 2013asset acquisition disposition● NeutralMajor
On July 3, 2013 the company bought, and closed the same day, 100% of HLA Interests' working interest in the Conway-Dawson Leases in Shackelford County, Texas, which the filing says is 85% of the working interests and 75% of the NRI. The $400,000 price was paid entirely with a 24-month secured note at 6% interest, secured by the interests. Repaying within 90 days cuts the balance by 10%, and 40% of monthly proceeds after operating costs go to the seller to pay down the note. This is the first specific oil and gas property purchase in these filings.
On June 13, 2013 the company hired HFP Capital Markets (an unaffiliated party) for six months of corporate access and advisory services, including investor presentations, capital structuring help, exchange up-listing and introductions to project financing sources. It will pay $60,000 for the initial term, extendable by the company for another six months. The company can terminate only if HFP materially breaches and fails to fix it within 5 days of notice.
On June 5, 2013, the renamed Cardinal Energy Group signed a non-binding term sheet with AGS Capital Group under which AGS would commit to buy up to $8,000,000 of its stock over 3 years, at 90% of the lowest closing bid in the following 15 trading days, subject to a floor price. A definitive agreement is still needed and the filing says there is no assurance one will follow. The company paid AGS a fee of 25,862 restricted shares (about $30,000), and separately hired Atlanta Capital Partners on a 3-month consulting deal for $1,500 plus 10,000 shares. Issuing shares at a discount to market would dilute existing holders (inference).
This amends the October 2012 filing on the Cardinal Energy Group, LLC share exchange, made in response to SEC comments. The deal terms are unchanged (77,625,000 shares for 100% of the LLC). Visible differences are small wording changes, such as describing May's other boards as Pink Sheets rather than 'grey market' and dropping a line about a Gulf of Mexico platform's gas output. The excerpt is truncated, so other changes may exist.
On September 30, 2012, KOKO Ltd. issued 77,625,000 restricted shares to 32 holders in exchange for 100% of Cardinal Energy Group, LLC, an Ohio oil and gas exploration and production business. The filing calls it a reverse acquisition. Cardinal's Timothy Crawford became CEO and four others joined the board, while Gregory Ruff and Craig Littler resigned as officers (Ruff stays as a director). The oil and gas business is now the company's business, replacing the earlier steak-timer sales.