Each one in plain English, with the numbers worked through for a shareholder.
21 Dec 2018registration revoked▼ BadMajor
SEC revoked the registration (ticker CRMIQ) by default under Section 12(j), in a proceeding delayed nearly two years by the Supreme Court's Lucia v. SEC ruling on ALJ appointments: the company had filed no periodic report since a 2014 filing reporting the $4.87 million FY2014 net loss, remained a defaulted Nevada corporation, and its bankruptcy case (described in this order as a Chapter 7 filing, though the company's own 2016 8-K called it Chapter 11) was still pending as of mid-2017.
CFO Jeff Tregaskes resigned in March 2016 to pursue other ventures; Chairman Alex Campbell resigned in April 2016 partly over the loss of D&O insurance, and Tregaskes then also left the board for the same reason, leaving Dennis Miller as the sole remaining director just as the company headed into bankruptcy.
Filed a voluntary Chapter 11 bankruptcy petition on June 13, 2016 in the U.S. Bankruptcy Court for the District of Arizona (Case No. 2:16-BK-06712-BKM), continuing to operate as debtor-in-possession - by now also doing business as 'Core Royalties,' 'Nitro,' and 'Core-Chiltepin Holdings'/'Core-Chiltepin Canadian Holdings,' reflecting further rebranding not otherwise disclosed in this filing history.
The long-delayed FY2014 annual report finally landed: net loss widened to $4.9 million (from $2.0 million in FY2013, including a $2.15 million debt-inducement charge) on total assets that had grown to $7.1 million with the Nitro and White Stone deals; management concluded internal controls over financial reporting had a material weakness as of Dec 31, 2014 - confirming the problems Chapman Hext had flagged.
Chapman Hext's own required response letter pushed back hard on Core's account: it cited unexpected delays getting audit evidence from Core's management, undocumented transactions not recorded as of Dec 31, 2014 that only surfaced during the audit, and unspecified 'significant deficiencies' in internal controls - a materially different picture than a simple billing dispute.
Dismissed auditor Chapman, Hext & Co. following a competitive audit-firm review, citing fees that ran well over quote; also disclosed a disagreement with Chapman Hext over how non-GAAP figures were presented in the still-unfiled FY2014 10-K.
Chairman Phillip Nuciola stepped down (his contract not renewed, effective Aug 17, 2015) after chairing the board through the 2014 Nitro/White Stone deal-making; fellow director Alex Campbell was named interim Chairman, while Nuciola stayed on as an outside consultant.
James Clark stepped down as CEO (staying on as Director of Business Development); board member Dennis Miller took over as interim CEO while Chairman Phil Nuciola ran an executive search, and Pacific Stock Transfer Co. was appointed as the new transfer agent.
Filed Nitro Petroleum's required post-acquisition audited financial statements, completing the disclosure obligations from the December merger closing.
22 Dec 2014asset acquisition disposition▲ GoodMajor
Completed the Nitro Petroleum acquisition on Dec 18, 2014 via the previously announced reverse triangular merger, making Nitro a wholly-owned subsidiary; separately disclosed Nitro had redeemed the convertible note Core held in it. Nitro's required post-acquisition financial statements were due by amendment no later than Feb 24, 2015.
22 Dec 2014asset acquisition disposition▲ GoodMajor
In a separate transaction the same week, acquired oil and gas property interests worth nearly $1.8 million in PV10 value from White Stone Resources, LP and Royal Energy Resources, Inc. (both Alberta, Canada entities) for 900,000 Core shares plus assumption of about $400,000 of liabilities - pending a Jan 7, 2015 partner-consent vote at White Stone.
A companion EDGAR catch-up filing of its Oct 2013 correspondence to the SEC - both letters filed over a year late, apparently a compliance cleanup ahead of the Nitro merger proxy's SEC clearance.
Filed a year-overdue EDGAR copy of its Aug 2013 response letter to the SEC's original Form 10 comment letter - a compliance catch-up that also addressed the Staff's suggestion the company was delinquent on a Q2 2013 10-Q.
Formalized the Nitro acquisition: signed a definitive Agreement and Plan of Merger on Aug 28, 2014 (via subsidiary Core Resource Management Holding Co.), converting each Nitro share into 0.0952 Core shares (the same 10.5-to-1 ratio); completion requires an SEC-registered S-4 and Nitro shareholder approval.
Signed a non-binding letter of intent to acquire all of Nitro Petroleum Incorporated (OTC: NTRO) - a company Core already held a convertible note in and shares of - via a stock-for-stock merger (1 Core share per 10.5 Nitro shares), with exclusive negotiating rights through Aug 31, 2014.
Entered a Joint Venture Agreement with TransCoastal Corporation to drill up to 10 wells on TransCoastal's Texas Panhandle leases near Pampa - Core funds 100% of drilling/completion costs up to $475,000/well (cost-shared 60/40 above that) in exchange for 60% of net revenue until payback, then 50/50; TransCoastal subsidiary CoreTerra Operating, LLC will operate the wells.
First annual report: FY2013 net loss was $2.0 million on total assets of $3.0 million, after completing $2.34 million of acquisitions across Texas, Oklahoma and Kansas that brought in interests across 40 producing wells and 2 saltwater disposal wells; auditors flagged going-concern doubt pending further acquisition financing.
Board shakeup: four directors (Edward Butowsky, John Dinan, W. Brown Glenn Jr. and Dennis Orsi) resigned on March 27, 2014 and were replaced by Alex Campbell and Jeffrey Tregaskes; Glenn also stepped down as CEO, with President James D. Clark assuming the role.
SEC staff issued its first comment letter reviewing the Form 10 registration statement, part of the routine review before registration became effective.
25 July 2013securities registry admin● NeutralMajor
Registered with the SEC as a reporting company (Form 10): Core Resource Management (Nevada, HQ Dallas TX, ticker CRMI on OTC Markets) - formerly a pet-health shell, Direct Pet Health Holdings - had pivoted in 2013 into acquiring oil and gas Working and Royalty Interests, funded by equity and senior notes. It had already bought royalty/working interests from Mai Oil Operations (10 wells, Central Kansas), Nacona Production Company (6 wells plus 2 saltwater disposal wells, Montague County, TX) and Razorback Oil Interests (1 gas well, Kingfisher County, OK), plus a convertible note in and open-market shares of Nitro Petroleum Inc.
