Each one in plain English, with the numbers worked through for a shareholder.
16 May 2017asset acquisition disposition▲ GoodMajor
On April 28, 2017 the company sold Champion, one of the three oilfield service companies bought in the 2016 DESI deal, back to its former owner Michael Miller. In return he forgave the $2,000,000 note (2%, due February 2018) and surrendered 3,832,710 shares, cutting the company's liabilities by about $2,509,900. The filing says Champion had revenue of about $2,479,200 and a net loss of about $630,200 over the year to October 31, 2016 plus the three months to January 31, 2017. The filing gives the DESI deal terms as 20,032,710 shares, a $2,000,000 note and about $4,162,900 of assumed liabilities, which differs from the February 2016 report, which mentioned only the shares.
11 Feb 2016asset acquisition disposition● NeutralMajor
The December 2015 deal was changed: on February 5, 2016 the company instead bought Diversified Energy Resources, Inc., a holding company for three oilfield service companies, for 20,032,710 restricted shares. This replaces the Ultra/Vinco plan (about 18,858,400 shares), and the new shares dilute existing holders. The filing says financial statements and the agreement will follow by amendment.
On December 23, 2015 the company agreed to buy Ultra-Energy Solutions and Vinco Logistics, Greeley, Colorado services firms (road and drill site construction, trucking, cranes; over 90 employees), for about 18,858,400 restricted shares. This is a move into oilfield services alongside its oil and gas properties and would dilute existing holders. Closing was expected in the first quarter of 2016, subject to due diligence and audits.
On July 1, 2015 the company began a private offering of up to 1,000 units at $10,000 each (up to $10,000,000), each unit being 10,000 Series A Preferred shares plus 2,500 warrants at $1.50 per common share through July 31, 2018. Preferred shares carry a $0.10 annual cumulative dividend, convert one-for-one into common stock, and rank ahead of common holders in liquidation. This is an offering announcement, not a dividend paid to common shareholders. Note that the stated $1.00 liquidation amount per share sits oddly against the $1.00 implied price per share ($10,000 per 10,000 shares), which the filing does not explain.
On June 16, 2015 the company approved selling one more convertible note of $200,000 at 12%, due June 16, 2017, with a warrant for up to 40,000 shares at $0.80. Terms are otherwise the same as the June 4 notes, bringing this round to $850,000 of notes. This continues the convertible note financing.
4 June 2015capital raising announcement● NeutralMajor
On June 1, 2015 the company approved selling $650,000 of 12% convertible notes to four investors, maturing March to April 2017, with warrants for up to 130,000 shares at $0.80 each. The notes can be converted once into new securities the company later offers, so conversion could dilute shareholders. The filing does not say what the money is for.
The company replaced its auditor again, dismissing Kingery & Crouse after its business was acquired by Frazier & Deeter, and engaging Frazier & Deeter on January 27, 2015. Kingery's report on the year ended October 31, 2013 included a going-concern paragraph, and no disagreements were reported. This continues the pattern of frequent auditor changes. The filing's text also says the dismissal was on January 27, 2017, which looks like a typo for 2015.
This amendment adds BIYA's audited financial statements (nine months to September 30, 2014 and year to December 31, 2013) and pro forma combined financials for the October 2014 acquisition. The filing text itself gives no figures from them.
17 Oct 2014asset acquisition disposition● NeutralMajor
The Horseshoe-Gallup deal closed: on October 7, 2014 the company bought about 98% of BIYA Operating, Inc. for roughly $200,000 cash (below the $500,000 expected), 900,000 restricted shares, a note of about $1,800,000 due October 2016 at 5%, and about $2,000,000 of assumed liabilities (up from $1,700,000 expected). It now has about 100% working interest (80% net revenue interest) in 48 producing wells and about 10,400 acres in San Juan County, New Mexico. The note takes effect when certain Indian tribal land leases are issued.
This amendment only corrects the maturity date of the roughly $1,800,000 note in the Horseshoe-Gallup deal, from October 2014 to October 2016. All other terms are as in the earlier filing: about 98% of the target's shares for $500,000 cash, 900,000 restricted shares, the note, and about $1,700,000 of assumed liabilities.
The Horseshoe-Gallup deal was restructured: an August 7, 2014 amendment turned it into a share purchase, and on October 7, 2014 a new agreement replaced both. The company will now buy about 98% of the target's shares for $500,000 cash, 900,000 restricted shares, a note of about $1,800,000 and the assumption of about $1,700,000 of liabilities, versus $6,000,000 cash originally. The note's maturity is given as October 2014 here (corrected in the next filing).
On June 6, 2014 the company agreed with an unnamed independent oil and gas company to buy 48 producing wells and about 10,400 acres in the Horseshoe-Gallup field, San Juan County, New Mexico, for $6,000,000 cash plus 900,000 restricted shares. Closing depends on title reviews and other normal conditions; if completed it would be a large addition to the company's Colorado assets, and the filing does not say how the cash would be funded.
This amends the November 2013 Natural Resource Group deal report. It adds that Philip Grey stayed on as a director until April 24, 2014 and agreed to take on Diversified's roughly $58,000 of liabilities at the deal date. It also updates the asset details: the Energy Oil and Gas note had $107,070 of principal at April 30, 2014 (up from $78,000 at July 31, 2013 in the earlier context), the Garcia Field has four producing wells plus one injection well, the Denver-Julesburg Basin shows 920 acres in the description (the earlier context said about 1,400 acres), and a 2012 lender holds a 1% royalty and a 20% net profits interest in Garcia, in return for a $250,000 loan.
The company disclosed private share sales: 193,750 shares at $0.80 on December 20, 2013, and 1,144,000 shares at $0.50 between December 21, 2013 and May 15, 2014, with no commissions paid. The later sales were priced lower than the first, and the new shares further dilute existing holders and are restricted from resale. The filing does not state the total proceeds or what they will be used for.
What it means for a shareholder
193,750 new shares at $0.800 to raise about $155,000. That's 1.0% dilution: every existing holder's slice gets 1.0% smaller. If you held $1,000 of shares (1,250 at the issue price), your slice goes from 0.00678% to 0.00671% of the company. To keep it you'd need 13 more shares - about $10 at the issue price.
This restates the December 2013 auditor change from the viewpoint of Natural Resource Group, which for accounting purposes is treated as the acquirer in the November 2013 deal. It adds that Malone Bailey's reports for fiscal 2011 and 2012 contained going-concern doubt, and that Malone Bailey's letter is now filed as an exhibit. Kingery & Crouse remains the new auditor.
Following the Natural Resource Group deal, the company dismissed Malone Bailey, LLP on December 12, 2013 and engaged Kingery & Crouse, P.A. on January 6, 2014. The filing says Malone Bailey's reports had no adverse opinion and no disagreements were reported, and its confirming letter was to follow by amendment.
On November 21, 2013, Diversified Resources acquired all of Natural Resource Group, Inc. for 14,558,150 new shares, after which Natural Resource Group's former shareholders own 85% of Diversified. Natural Resource Group brings Colorado oil and gas leases: about 4,600 acres in the Garcia Field (100% working interest) and 1,400 acres in the Denver-Julesburg Basin, plus a 640-acre D-J lease acquired in 2013. Management changed (Paul Laird, Duane Bacon, Roger May and Albert McMullin appointed; Philip Grey resigned and sold back 2,680,033 shares). Existing shareholders are heavily diluted, and the gas wells were still not connected to a pipeline; the filing estimates about $1,000,000 for a gathering line.
This amendment adds Anton & Chia's response letter (Exhibit 16.1, dated May 20, 2013) to the earlier filing about its dismissal and the hiring of MaloneBailey. The text is otherwise the same; the filing does not state what the letter says.
The company dismissed Anton & Chia LLP on May 20, 2013 and engaged MaloneBailey, LLP (engaged May 14, 2013), after only about five months with Anton & Chia. The auditor's report on the year ended October 31, 2012 carried a going-concern doubt citing negative working capital and negative operating cash flows. The filing reports no disagreements, and Anton & Chia had not yet replied with its confirming letter.
This amends the December 2012 auditor-change filing: it now covers the fiscal years ended October 31, 2010 and 2011 (both with going-concern doubt noted) and adds that the executive office address is 2114 Ridge Plaza Drive, Castle Rock, Colorado, effective December 20, 2012. The auditor change itself (Kinross-Kennedy to Anton & Chia) is unchanged.
Auditor John Kinross-Kennedy resigned effective December 13, 2012, and Anton & Chia, LLP was engaged in its place. The filing says Kinross-Kennedy's report on the year ended October 31, 2011 included a going-concern doubt, and reports no disagreements with the former auditor. The company's address also moved from Calgary to Lone Tree, Colorado.
On April 16, 2012, Diversified Resources signed lock-up agreements with three major shareholders (Thomas Hewitt, Beverly Munro, Norman MacKenzie) who together hold 1,100,000 shares, about 20.95% of the company. For twelve months they may sell no more than 52,500 shares every three months (cumulative), and for the following twelve months sales are subject to Rule 144 volume limits, which limits selling pressure from these holders.
