On Sept 22, 2016 the company created a new class of 51 Series A Preferred shares and on Sept 26 issued all 51 to CEO Neal Allen for his service as CEO and director. Each converts into one common share, and the voting formula (0.019607 / 0.49 minus the numerator) gives the 51 shares a combined vote of about 2% of common votes... as a computed inference, the 51 shares together appear designed to carry roughly 51% of total votes, which would give Allen voting control. The filing states the formula but not that percentage.
16 Nov 2015material agreement termination● NeutralMajor
On Nov 12, 2015 the company signed an investment agreement with GHS Investments for up to $7,500,000 of share purchases once a Form S-1 is effective, at 80% of the lowest volume-weighted price over the prior five trading days, with each sale between $50,000 and $1,500,000. On the same day it terminated the Oct 2014 Kodiak equity purchase agreement, replacing that funding line with a larger one. The filing does not say whether any Kodiak shares were sold or the $165,000 Kodiak note's status. Selling shares at a discount to market would dilute existing holders.
Filed in Feb 2015, this report discloses two executive employment agreements. Kerry Stewart (EVP of Operations) has a three-year deal from Mar 1, 2014 at $93,000 a year, rising 25% after 18 months. Dr. Shamiul Islam (EVP of Fuel Cell Operations) has a three-year deal from May 1, 2014 at $112,000 a year. Both agreements were signed in 2014, so this is a late disclosure of arrangements already in place, adding to the management pay commitments in the context.
On Oct 17, 2014 the company signed an agreement with Kodiak Capital Group under which Kodiak agreed to buy up to $3,000,000 of newly issued shares, once a Form S-1 registration statement is effective. The company chooses when to sell, at 80% of the lowest closing bid in the five days after each sale notice, until Dec 31, 2015 or $3,000,000 is reached. Kodiak also received a $165,000 convertible note (12-month term, 12% coupon, convertible at a 50% discount to the lowest closing bid over the prior 30 days), so shares will be issued at a discount - dilution for existing holders. This is a new funding source after the July 2014 registration filings.
This is Amendment No. 2 to the Feb 2014 Dominovas Energy acquisition report. It moves the company's address to 1395 Chattahoochee Ave., Atlanta, GA and says the Atlanta plant of about 20,000 sq ft was leased in May 2014. It also states the company will not account for the deal as a reverse merger, because Western Standard (including its Pro Eco Energy stake) had greater asset value than Dominovas Energy before the transaction.
This is Amendment No. 1 to the Feb 2014 report on the Dominovas Energy acquisition, now filed under the name Dominovas Energy Corporation. It repeats the deal terms (45,000,000 shares for 100% of the LLC, 50% of the stock after closing) and business description, with small edits such as the Angola 10MW contract timing changed from April 2014 to 2014 and the employment agreement dates. The excerpt shows no new deal terms.
On Feb 20, 2014 the company acquired Dominovas Energy, LLC, a fuel cell company founded in 2012, for 45,000,000 new shares, which is 50% of the stock after closing. This moves the company from an oil and gas shell to a fuel cell business (RUBICON solid oxide fuel cell systems) targeting Guinea, Angola and the Dominican Republic, and existing holders are diluted to half. Neal Allen replaces Dallas Gray as CEO, Spero Plavoukos joins the board, and Michael Watkins becomes COO. Three-year employment deals were set at $177,000 (Allen) and $104,000 (Watkins). The company said it will change its name to Dominovas Energy Corporation and says it owns 49.25% of Pro Eco Energy Ltd.
Effective Dec 4, 2013 the company issued 2,250,000 shares at a deemed $0.001 each to two directors (2,000,000 to Dallas Gray, 250,000 to Darren Jacklin), plus 2,000,000 shares at about $0.001 to two consultants. This dilutes other shareholders and adds Darren Jacklin as a named director.
On Dec 2, 2013 the company bought Enertopia Corp.'s 8.25% stake (900,000 shares) in Pro Eco Energy Ltd. for cash payments totalling $40,000. Together with the Nov 28 purchase of 41%, this builds its holding in the Summerland, BC heating and cooling business; the filing does not state the combined percentage.
3 Dec 2013capital raising announcement● NeutralMajor
On Nov 28, 2013 the company bought the 41% (4,500,100 shares) of Pro Eco Energy Ltd. held by C.A.B Financial Services Ltd. and Chris Bunka, paying with 4,000,000 new company shares. Pro Eco Energy is a group of two private British Columbia firms (Summerland) that install energy-efficient heating and cooling systems for commercial buildings. This is a move into a non-oil-and-gas business and dilutes existing shareholders by the 4,000,000 shares, issued to two non-U.S. holders.
On May 22, 2013 the company replaced its earlier US$250,000 convertible debenture (issued to BRL Consulting Inc. and Gladys Jenks, the lenders behind the 2009 demand loan) with a new CDN$140,000 convertible debenture. The old one matured April 1, 2013 and the holders chose not to convert. The new one matures May 15, 2014, carries no interest, and converts on a default into shares equal to 50% of the company's outstanding stock. The filing also says the company agreed to issue 2,500,000 shares for US$3,125 under an October 2012 agreement with the same two purchasers.
On November 9, 2012 the company closed a private placement of 33,269,857 shares to 18 investors at $0.00125 per share, raising $41,587.32. Of these, 15,000,000 shares went to Dallas Gray for $18,750, giving him 44.8% of the stock and a change in control; he is a new director. The filing says the company currently has no oil or gas projects or assets, and that it will look for opportunities in the sector. So the Montana and North Dakota interests described in 2007-2008 are no longer held, though this excerpt does not say how they ended. It lists a Kelowna, BC address and a wholly owned subsidiary, Western Standard Energy Limited. It also records the history: name change to Western Standard Energy Corp. on September 7, 2007, a 1.5-for-1 split that day, and a 1-for-1,000 reverse split on February 3, 2010.
What it means for a shareholder
33.3m new shares at $0.0013 to raise about $41,587. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
22 Feb 2010capital raising announcement● NeutralMajor
On February 16, 2010 the company issued 100,000 shares to Monaco Capital Inc., a Belize company, at $0.0015 per share. The filing states this gives Monaco 52% of the outstanding stock, reported as a change in control, and that the company intends to seek further financing from Monaco. The tiny share count and price are consistent with the 1-for-1,000 reverse split mentioned later in a 2012 filing, which dates it to February 3, 2010. The principal office is now in Belize City.
On December 22, 2009 the company borrowed US$60,000 from BRL Consulting Inc. and Gladys Jenks at 11% a year, compounded monthly and payable on demand. The loan is secured by an assignment of all of the company's assets. The filing also shows a new principal office in Reno, Nevada and Peter Jenks signing as President and CEO. Because the loan is repayable on demand and secured over everything, lenders rank ahead of shareholders if the company cannot repay.
On November 3, 2008 the company agreed with East Dickinson Oil and Gas Co. to acquire 10 State of North Dakota exploration leases around Dickinson, and it has also acquired one State lease from Stark County Oil & Gas Co. of around 750 net acres, to be added on assignment. Royalty to the State is 1/8 on all but two leases, which carry 1/6. On November 7 it gave notice to end its monthly Williston office to reduce operating and overhead expenses, and it will use its London office as its principal executive office.
On May 6, 2008 the company agreed with Infinity Energy Investments Limited that Infinity may advance up to $15,000,000, in multiples of $250,000, in return for units. Each unit is one share plus a three-year warrant at 150% of the unit price, with the unit price set at 80% of the 10-day average closing price. The funds are for prospect and lease acquisitions, drilling, buying existing production and working capital. As with the earlier Global Healthcare facility, shareholders could be diluted as advances are drawn. The filing also shows the principal office moved to Williston, North Dakota. The filing does not say whether any amount has been advanced.
On April 17, 2008 the company signed a memorandum of intent to acquire the Rocheford 27-1 Lodgepole Reef Prospect in Stark County, North Dakota from Oil For America for $22,690, to be advanced within seven days subject to a third-party geologist's verification. Oil For America would assign the leases to the company, keeping a 12.5% back-in working interest after payout. The company has no obligation to drill, but loses its rights if it does not drill before the lease expires. This is a small addition to its North Dakota prospects.
On January 24, 2008 the company signed a memorandum of intent with F Cross Resources LLC to acquire a 50% share of its interest in about 60,000 acres of non-producing leases in Valley County, Montana. The company pays the completion and testing costs for State Well 7-16, and F Cross then assigns the 50% interest. The deal is subject to F Cross's farmout agreement with Coastal Petroleum, so it extends the Montana position from the Coastal farmout. It is a memorandum of intent, not a completed transfer.
On December 4, 2007 the company signed a memorandum of intent with Coastal Petroleum to acquire four Lodgepole Reef Prospects in Slope County, North Dakota, for $80,000. $40,000 of that is money already advanced to Coastal under a November 29, 2007 memorandum of understanding. That earlier project was delayed because the filing says government permits will not be given until spring, so the money was redirected to these prospects, and Coastal confirmed this on December 7. The company says it plans to add more prospects in the area and intends to provide a further $40,000 once drilling permits are available. This adds North Dakota acreage to the Montana farmout.
The company closed another private placement on November 5, 2007: 500,000 units at US$0.40, raising $200,000, to a non-U.S. investor. Each unit has one share and a warrant at US$0.60 until November 5, 2009, the same terms as the October 2007 placement.
Now named Western Standard Energy Corp., the company closed a private placement on October 10, 2007 of 1,100,000 units at US$0.40, raising $440,000. Each unit has one share and a warrant to buy a share at US$0.60 until October 10, 2009. On October 11, 2007 the $384,000 held in escrow was released to Coastal Petroleum under the Montana farmout, which the filing ties to the drilling permit being granted. The unit price is below the US$1.00 placements of 2006-07 and the $0.57 Global draw, so new shares come in at a lower price.
The company, still named Lusora Healthcare Systems, moved into oil and gas. On August 22, 2007 it agreed to take over Power Energy Enterprises SA's rights in a memorandum of intent with Coastal Petroleum, in exchange for 1,000,000 restricted shares. On August 30, 2007 it signed a farmout with Coastal on leases covering about 42,000 acres in Valley County, Montana: it pays $384,000 (held in escrow) for the test well and gets 100% of the working interest before payout and 80% after, and it also paid a $40,000 non-refundable fee. Within 30 days of the test well being completed it can choose to buy a 50% interest in the leases for $1,000,000 in five $200,000 installments. This replaces the wireless elderly-monitoring business in earlier filings; the filing says losses since inception are $1,821,223, there is no revenue, and it warns of going-concern doubt and the need for more funding.
21 June 2007material agreement termination● Neutral
Jeff Kidder ended his employment agreement effective June 19, 2007 and will no longer work for the company in any capacity. He had been hired as Senior Vice-President of Business Development under the March 2007 agreement. The filing gives no reason.
The company drew its first advance under the Global Healthcare Investments agreement: $200,000, for which it issued 352,113 units at a deemed $0.57 each. Each unit has one share and one warrant to buy a share at $0.85 until May 17, 2010. This is the first use of the $3,000,000 facility from April 30, 2007, and the $0.57 price is well below the US$1.00 units sold in earlier placements.
On May 2, 2007 the company signed a letter of intent to acquire Associated Home Services Inc. and its subsidiaries AE Medical Alert Inc. and RW Zugg Inc. The price is $2,200,000 in cash, $750,000 of company stock, and a further $1,750,000 of company stock subject to a one-year restriction. A letter of intent is not a completed deal.
On April 30, 2007 the company agreed with Global Healthcare Investments S.A. that Global may advance up to $3,000,000 in $100,000 steps when the company gives notice, in return for units. Units are priced at 80% of the 10-day average closing price, and each unit is one share plus a warrant at 150% of the unit price. Shareholders could see dilution as advances are drawn.
The company hired Jeff Kidder as Senior Vice-President of Business Development under a one-year employment agreement starting May 1, 2007, with a $137,500 base salary and a possible bonus. He is also to get 1,000,000 stock options, which still need board approval and an option plan, plus health cover of up to $750 a month.
The company closed a private placement of 300,000 units at US$1.00 each, raising $300,000 from one non-U.S. investor. Each unit has one share and one warrant to buy another share at US$1.50, a lower warrant price than the US$2.00 in the September 2006 placement.
30 Nov 2006asset acquisition disposition● NeutralMajor
On November 30, 2006 the company bought the remaining 6.2% of Lusora Inc. by issuing 1,875,000 shares, so it now owns 100%. The filing says 30,075,000 shares were issued in total for Lusora Inc. It also records an employment agreement with Julian Lee as director and principal financial officer at $3,000 a month, and the appointments of Lee and Scott Gurley (Chief Operating Officer and director). The remaining Lusora Inc. shareholder is a private company owned by the wife of Scott Gurley. This finishes the acquisition begun the day before.
On November 29, 2006 the company acquired 93.8% of Lusora Inc., a private Nevada company developing wireless personal security and monitoring products for elderly people, by issuing 28,200,000 shares. Lusora Inc. and its subsidiary Lusora Limited became subsidiaries. Dan Bauer returned 36,575,000 shares for cancellation, leaving 55,100,000 shares outstanding, with the shares issued in the exchange equal to 51.2%. Scott Gurley and Julian Lee joined the board. The filing says net losses since inception were about $336,776 with no revenues, and an auditor's report raises substantial doubt about the company's ability to continue as a going concern. This completes the share exchange flagged in the July 2006 filing.
