15 Mar 2016listing compliance notice▼ BadMajor
Eagle Ford Oil & Gas Corp deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
14 Apr 2015material agreement● NeutralMajor
The company says that on April 7, 2015 it signed an agreement with Global Smart Capital Inc, a Bermuda corporation, that will result in a merger and acquisition of assets, with closing due on or before April 30, 2015. The filing gives no price, share terms or description of what is being combined, and the financial statements and exhibits are to be filed later. The agreement is signed by a new name in the filings, Johannes Petrus Roux as Chairman and Director, which differs from the Tom Lipar chairman listed earlier (inference: a leadership change has occurred, but the filing does not say so).
25 July 2014material agreement termination▼ BadMajor
On July 21, 2014 the company gave the East Pearsall (Frio County) leases back to Amac Energy under a settlement and mutual release, because it could not raise drilling funds by the deadline. This ends the June 2012 acreage purchase; the filing says the company had been trying to raise funds since buying it. The filing does not say what happens to MOC's investment or lien.
11 June 2012asset acquisition disposition▲ GoodMajor
On June 4, 2012 the company, through a special-purpose subsidiary (EFEP), bought an 85% working interest in 3,683 acres in Frio County, Texas from Amac Energy for $6,262,375 plus $3,500,000 of carried costs. It was funded by MOC Eagleford, LLC through Class A membership interests in EFEP; MOC is entitled to a return of its investment with returns, royalties in the leases, and a first lien on them securing the company's obligations. The company holds the Class B interests. This is a major new acreage position, with investor-priority claims ahead of shareholders.
7 May 2012auditor change● Neutral
This amendment to the April 17 auditor-change filing corrects the scope: RBSM will audit 2011 and 2010, including a re-audit of 2009, which GBH had audited. It also extends the no-disagreement and no-reportable-event statements through April 17, 2012. Otherwise the content is the same as the original.
17 Apr 2012auditor change● Neutral
On April 17, 2012 the company dismissed GBH CPAs, PC (engaged in 2008) and hired RBSM LLP. GBH's reports for 2010 and 2009 carried going-concern doubt (negative working capital, recurring losses); the filing reports no disagreements. This continues the going-concern concern in the history. The filing's wording about which years RBSM covers (2009 and 2010) was corrected in the amendment.
16 Nov 2011financial restatement▼ Bad
This amended filing repeats the November 10 restatement notice, responding to SEC staff comments. It adds that the board decided on November 9, 2011 that the June 2011 quarterly statements should not be relied on, and that the amended quarterly report is planned for about December 15, 2011. The adjustment figures are unchanged.
10 Nov 2011financial restatement▼ BadMajor
The company said its June 2011 quarterly financials should no longer be relied upon, because audit adjustments to Sandstone's accounts lowered December 31, 2010 total assets by $388,939 to $3,014,363 and shareholders' equity by $427,448 to $1,857,185, mainly from expensing costs previously capitalised as oil and gas properties. It plans to amend the quarterly report. This is a setback for the reliability of the figures after the Sandstone deal.
19 Aug 2011asset acquisition disposition● NeutralMajor
In August 2011 the company bought the remaining ownership of three Sandstone partnerships (SSEP1, 2 and 3) for 8,970,120 new common shares, having held 50% of each since the Sandstone deal. It now owns the whole 38.75% working interest in 2,315 acres in Lee County, Texas. The filing says the Vick No. 1 well was abandoned, the Vick A2 well has had falling output, and the Alexander No. 1 has had stop-start production. The new shares further dilute existing holders and went largely to the same Sandstone-linked owners (e.g. TDLOG, 3,251,189 shares).
12 Aug 2011asset acquisition disposition● Neutral
On August 5, 2011 the company bought a 1.5% working interest in the Bayou Choctaw Project in Iberville Parish, Louisiana from GFX Energy for $100,000 plus 75% of costs GFX incurred before the July 1, 2011 effective date (excluding the prospect origination and development budget). This adds a small Louisiana position alongside the Lee County, Texas interest from the Sandstone deal.
24 June 2011business combination● NeutralMajor
On June 20, 2011 the company acquired all of Sandstone Energy, L.L.C. for 17,857,113 new common shares, which became 82% of the common stock, so control passed to Sandstone's former owners (mainly TDLOG and Driftwood Resources). Sandstone's one significant asset is a 38.75% working interest in 2,315.6 gross acres in Lee County, Texas, with two producing wells run by a third party. Paul Williams became CEO and Sandy Cunningham President/COO; Tom Lipar became Chairman, and Richard Adams stays as CFO and director. The board authorised a private placement of up to $6 million, and the company expects to rename itself Sandstone Energy. Before the deal, the last preferred stock (Series D) was converted into 363,698 common shares plus warrants for 1,000,000 shares at $0.50. Existing holders were heavily diluted.
13 Apr 2009material agreement● NeutralMajor
On April 7, 2009 the boards of ECCO and Samurai mutually agreed to terminate the Ohio properties purchase and cancel the related notes, citing current market conditions in the oil and gas industry. This reverses the March 2009 report, and the filing says all related financial agreements were cancelled. It does not say what happens to the $1,000,000 pipeline note to M-J Oil Company, so that is unresolved.
5 Mar 2009auditor change▼ BadMajor
ECCO reported buying oil and gas properties in Ohio from Samurai Corp. (owned principally by CEO Sam Skipper), completed on December 30-31, 2008, with notes signed February 27, 2009. They are formerly M-J Oil Company and Lake Fork Resources interests, with 40 producing and 3 shut-in wells producing about 240 Mcf of gas and 23 barrels of oil a day. ECCO issued two 6% notes totalling $6,976,200 due January 1, 2018 (interest only in 2009), and took on a $1,000,000 8% mortgage note, secured by the pipeline, for a roughly 13-mile pipeline bought from M-J Oil Company, due September 30, 2009. Samurai paid about $6,500,000 for the properties in 2008. Financial statements were left to be filed later. This is a large new related-party debt.
8 Oct 2008auditor change● Neutral
This amendment repeats the September 2008 dismissal of Malone & Bailey and adds the firm's October 2, 2008 letter. The letter says it agrees with the statements about its firm and has no basis to agree or disagree with the rest. No new terms.
10 Sept 2008auditor change● Neutral
ECCO engaged GBH CPAs, PC as its new independent auditor on September 9, 2008, replacing Malone & Bailey. The filing says it had not consulted GBH on accounting treatment or audit opinions beforehand.
9 Sept 2008auditor change▼ Bad
ECCO dismissed its auditor Malone & Bailey, PC on September 5, 2008, with board approval. The filing says the firm's 2006 and 2007 reports were qualified for going-concern uncertainty, and that there were no disagreements. Malone & Bailey had audited the company since December 2005.
15 Feb 2008asset acquisition disposition● NeutralMajor
In December 2007 ECCO bought the remaining 11% working interest in the E.C. Wilson and Wilson State Tract Leases from Samurai Corp., a company whose principal owner is CEO Sam Skipper, giving it 100% of the working interest. It paid with a $100,000 note due December 1, 2008 at 10% interest. This is another related-party purchase, and it completes the build-up of the Wilson interest begun with the 2005 and 2006 deals. The pro forma statements show the 11% interest added $54,759 revenue for nine months to September 30, 2007, against ECCO's own $332,591.
8 Nov 2007asset acquisition disposition● Neutral
This amendment to the August 2007 report on the Reece Trust purchase adds the financial statements: audited revenues and direct operating expenses for 2006 and 2005, unaudited figures for six months to June 30, 2007 and 2006, and pro forma statements. The deal terms (20% interest, 141,750 shares, $205,548 note) are repeated unchanged, and the excerpt does not show the figures themselves.
13 Aug 2007asset acquisition disposition● NeutralMajor
On August 1, 2007, ECCO bought a 20% working interest in the E.C. Wilson and Wilson State Tract Leases (Nueces County, TX) from the Reece Revocable Trust, effective February 1, 2006. It paid with 141,750 restricted shares (about $36,855 at $0.26) and a $205,548 note at 7% due July 31, 2008. It also signed a mutual release with Wild Tree Enterprises, which lets ECCO keep its 11% interest for Feb 1, 2006 to June 30, 2007 and about $91,346 of proceeds, in return for 110,000 restricted shares. The filing says the two May 2006 agreements were never closed and were deemed null and void, then renegotiated into these terms.
14 July 2006asset acquisition disposition● Neutral
A second amendment to the July 12 report on the completed Ecco merger. It restates in past tense that Samurai Sub merged into Ecco and that Samurai merged into Ecco to reincorporate in Nevada, and repeats the share issuances and Skipper's voting control. It also adds Ecco's audited 2005 financial statements, with a Malone & Bailey opinion dated April 28, 2006. The pro forma figures are unchanged from the earlier filing. There are no new terms.
12 July 2006asset acquisition disposition● NeutralMajor
The Ecco merger closed on July 12, 2006: every three Ecco common shares became one Samurai share, and Samurai was to merge into Ecco to reincorporate in Nevada. Samurai issued 1,415,999 common shares to 27 Ecco shareholders and 100,000 preferred shares to Skipper. The preferred carries one more vote than all other shares combined, so the filing says Skipper will have voting control. The deal is accounted for as a combination of entities under common control, with Ecco recorded at carrying value. Pro forma combined March 31, 2006 assets are about $946,520, and 2005 pro forma revenue is $435,893 with a $45,756 net loss. This resolves the June 30 merger announcement.
30 June 2006business combination● NeutralMajor
Samurai agreed a merger with Ecco Energy Corp., a Nevada oil and gas company that owns working interests in the Wilson Lease in Nueces County, Texas. Ecco shareholders would receive about 47% of Samurai's common stock. Samurai would then merge into Ecco to reincorporate in Nevada and rename itself ECCO Energy Corp., and the filing says no Samurai shareholder vote is needed. Skipper, who is Samurai's sole director, would stay President and CEO, and the filing says there would be no change in control. Closing is expected around July 15, 2006, subject to due diligence and a definitive agreement. The filing names Skipper as the sole Ecco stockholder in the merger agreement's definitions, which suggests (an inference) a related-party deal.
7 June 2006listing compliance notice▼ Bad
Eagle Ford Oil & Gas Corp withdrew a registration statement, abandoning the offering it covered.
15 Feb 2006business combination● Neutral
This amendment (labelled No. 4) adds the financial statements for the November 2, 2005 purchase of the 37% working interest in the Wilson Lease from Samurai Energy, LLC, which is owned 100% by the majority shareholder. Malone & Bailey audited the property's revenue and direct operating expenses: revenue of $176,000 in 2004 against $191,000 of expenses (a $15,000 shortfall), and $97,000 against $21,000 in 2003 (a $76,000 surplus). For the nine months to September 30, 2005 (unaudited), revenue was $167,000 and expenses $44,000. The notes give the purchase price as $167,000, the seller's cost adjusted for production and depletion, whereas the earlier filing showed $155,000 of debt for the property. The filing otherwise repeats the control change and Skipper's appointment as sole officer and director.
6 Jan 2006auditor change▼ Bad
A second amendment to the December 2005 auditor-change filing. It repeats that Davis, Monk & Company chose not to stand for reappointment as of December 20, 2005, and that Malone & Bailey, P.C. was hired on December 8, 2005. It states there were no disagreements and no adverse or qualified opinions. It adds that the former accountants advised that internal controls needed to produce reliable financial statements did not exist. The December 28 amendment had said the former auditors raised no internal-control concerns, so this contradicts it.
28 Dec 2005auditor change● Neutral
This amendment corrects the December 21 auditor filing. It now says Davis, Monk & Company chose not to stand for reappointment as of December 20, 2005 rather than being dismissed, and it removes the going-concern reference. It adds statements that the former auditors raised no internal-control or reliability concerns. The new auditor, Malone & Bailey, is unchanged.
21 Dec 2005auditor change● Neutral
Now named Samurai Energy Corp. (formerly J.R. Bassett Optical) and based in Houston, the company dismissed auditor Davis, Monk & Company on December 8, 2005 and hired Malone & Bailey, P.C. The filing reports no disagreements, though the earlier audit reports carried going-concern concerns. An attached letter from Davis Monk says it would not stand for reappointment because the company moved from Florida to Texas and the firm does not work in the oil and gas industry. This is the second auditor change in 2005.
7 Nov 2005business combination● NeutralMajor
The control sale closed on November 2, 2005: Williams resigned and Skipper became sole officer and director after buying 80% of the shares. On the same date the company acquired a 37% working interest in two oil and gas leases in Nueces County, Texas, from Samurai Energy, L.L.C. (Skipper's private company). The unaudited balance sheet shows the $155,000 property was paid for with $155,000 of long-term debt, so the shell is now an oil and gas company with this interest. The acquisition is the post-closing mineral interest contemplated in the purchase agreement.
2 Nov 2005capital raising announcement● Neutral
The company disclosed shares it had issued for financial and legal services: 4,125,495 shares on June 30, 2004 (1,965,495 of them to Williams), 74,086 on December 31, 2004 and 22,633 on September 15, 2005, the last two to J. Randall Hammett. It says the issuances are under 5% of shares outstanding, so no report was strictly required. No cash was raised.
20 Oct 2005asset acquisition disposition● NeutralMajor
The company reported the signed October 19, 2005 Stock Purchase Agreement under which Williams sells at least 80% of its shares to Skipper. The agreement also contemplates that, after closing, the company will acquire a mineral interest on terms the new management decides are fair. This is the formal filing behind the control change announced in the information statement the same day.