Eagle Ford Oil & Gas Corp

Eagle Ford Oil & Gas Corp deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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).

material agreement

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.

material agreement termination

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.

asset acquisition disposition

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.

financial restatement

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).

asset acquisition disposition

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.

business combination

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.

material agreement

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.

auditor change

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.

asset acquisition disposition

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.

asset acquisition disposition

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.

asset acquisition disposition

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.

business combination

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.

business combination

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.

asset acquisition disposition

Notice that control of J.R. Bassett Optical was about to change: owner Robert Williams agreed on October 19, 2005 to sell 28,800,000 shares (at least 80% of the stock) to Samuel M. Skipper, who would become sole officer and director. Williams would drop from 85.92% to 8.50% and Skipper would hold 76.19%. Skipper's background is in oil and gas, including VTEX Energy and his current role as president of private Samurai Energy, LLC. No shareholder vote was required.

business combination