2 Feb 2016listing compliance notice▼ BadMajor
EGPI FIRECREEK, INC. 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.
15 Oct 2013debt financing▼ BadMajor
On October 10, 2013 the company learned that counsel for former SATCO owners Joyner and Hall asked to reactivate the case and enter a consent judgment of $288,674.60 against the company and Billy V. Ray Jr. after missed payments on the July 2012 $177,000 settlement. The figure is $400,000 less twice the $111,325.40 paid. The company had made eleven payments of just under $5,000 each and was current through June 2013; its requests for 30-60 more days were refused. The signature block wrongly names Mondial Ventures, Inc., which the amendment above corrects.
15 Oct 2013debt financing▼ BadMajor
This amendment only corrects the company name in the signature block of the October 15, 2013 8-K; the substance is unchanged. That report says the lawsuit by former SATCO owners Jesse Joyner and James Stewart Hall, settled in July 2012 for $177,000 over three years, has gone into default after eleven payments of just under $5,000 each. Their counsel has asked to enter a consent judgment of $288,674.60 against the company and Billy V. Ray Jr., and the company says it may defend and possibly file its own suit. This follows the 2011 sale of SATCO to DAAI; the filing says March 2012, whereas earlier records say March 2011.
14 Nov 2012asset acquisition disposition● NeutralMajor
On October 30, 2012 the company's Energy Producers unit signed a Linear Short Form Agreement with Mondial Ventures (CUBO's nominee) that extends the earlier letter of intent. This one concerns the Whitt-operated Texas leases (50% WI / 32% NRI), not Tubb: Mondial would pay $175,000 (of which $10,000 is received, $165,000 due) for a 3-D seismic study on the Boyette lease in Shackelford County and to buy out the 50% partner interests; Barnett horizontal wells would cost an estimated $750,000 each, with financing terms not yet agreed. Separately, on November 7, 2012 the company approved 2,000,000,000 restricted shares to adviser Steven Antebi, valued at $200,000. The filing does not say whether the July 31, 2012 Mondial closing happened as planned.
28 Aug 2012capital raising announcement▼ BadMajor
On August 20, 2012 the company approved Series C preferred share issuances (e.g. 200,000 each to Global Media Network USA, Strategic Partners Consulting, David A. Taylor, BVR, Inc. and Michael Trapp) for services; each Series C share carries 21,200 votes. On August 27, 2012 it approved restricted common issuances to insiders and advisers totalling several billion shares (e.g. 1,550,000,000 to Global Media Network USA, owned by CEO Dennis Alexander), valued at $25,000 to $155,000 each, with a 7-month resale lock-up. The company also amended its articles to increase authorized capital stock, approved by holders of about 86.30% of common; the new authorized amount is cut off in the text. This continues the heavy dilution, and the common issuances are very large relative to the 18 million shares outstanding at Sept 2010 (inference: shareholders are further diluted and insiders gain more control).
3 Aug 2012asset acquisition disposition● NeutralMajor
This amendment says the CUBO deal was not finalised as planned; CUBO assigned it to Mondial Ventures, Inc., and a formal closing was set for July 31, 2012. Mondial is to pay $1,150,000 for the Tubb North 40 interests: $700,000 in 14,000,000 Mondial shares plus assumption of $450,000 of liabilities, and a $125,000 private placement of which $80,000 goes to the company for reworking the Crawar #2 well. Dennis Alexander is to become Mondial's President, CEO and director, and Mondial is to fund $1.575 million for a South 40 Ellenburger well. The filing text is cut off, so later terms are not covered.
7 Mar 2012asset acquisition disposition● NeutralMajor
On February 29, 2012 Energy Producers signed a short-form agreement with Success Oil and CUBO Energy, PLC to sell CUBO at least a 37.5% working interest (28.125% net revenue interest) in the J.B. Tubb North 40 acres and wellbores, for $1.15 million in CUBO stock less $450,000 of liabilities CUBO would assume. CUBO would also fund $1.575 million for an Ellenburger well on the South 40, with the company getting a carried 37.5% working interest; a long-form agreement was due by March 15, 2012. This changes the earlier plan that held 75% of the Tubb lease, and it is not final.
7 Sept 2011capital raising announcement▼ BadMajor
On August 30, 2011 the company agreed with Southridge Partners II, LP that Southridge will buy up to $55,000,000 of its common stock over 36 months, starting once a registration statement is effective, at 92% of the average of the two lowest closing prices in a five-day window. The company must file the registration statement within 60 days and paid a $20,000 fee by an 8% note due in 6 months. Shareholders face possible further dilution, since shares are sold at a discount to market (inference); nothing has been sold yet.
13 May 2011asset acquisition disposition▼ BadMajor
On May 9, 2011 the company and Energy Producers issued a $210,000 note to TWL Investments at 14% interest, maturing May 9, 2013 with monthly principal payments starting June 9, 2011, secured by the A.J. Tubb leasehold in Ward County, Texas, with an option for TWL to purchase it on default. On May 10 it also signed a Turnkey Rework Agreement with Success Oil, which for $165,162.36 (paid through escrow) will rework the Crawar #1 and J.B. Tubb #18-1 wells; this follows the March 2011 Tubb deal, and the company now has secured debt against those leases.
22 Mar 2011asset acquisition disposition● Neutral
This is a clarifying amendment to the October 2010 Terra Telecom filing, removing a sentence so the agreement is described only as a Securities Purchase / Exchange Agreement. It adds no new financial terms. The Terra business was reported sold days earlier, on March 14, 2011.
18 Mar 2011asset acquisition disposition▼ BadMajor
On March 14, 2011 the company sold both Terra Telecom, Inc. and Oklahoma Telecom Holdings, Inc. (formerly Terra Telecom, LLC) to Distressed Asset Acquisitions, Inc., for about $25,000 each, paid as 9% promissory notes due March 14, 2012 (extendable once by 12 months). This reverses the Terra acquisition agreed from October 2010, only months after the 30,000,000-share purchase structure was set; the filing gives no reason and does not say whether any shares issued for Terra were returned.
18 Mar 2011asset acquisition disposition▼ BadMajor
On March 14, 2011 the company sold its subsidiary South Atlantic Traffic Corporation (SATCO), bought under the November 2009 agreement, to Distressed Asset Acquisitions, Inc. for about $50,000 paid as a 9% promissory note due March 14, 2012 (extendable once by 12 months). This resolves the open question of whether the SATCO deal closed and ends the traffic-systems line; the pro forma figures show the sale removing about $2.0 million of goodwill and about $2.6 million of payables from the September 30, 2010 balance sheet, with the company's pro forma total deficit still about $4.4 million.
7 Mar 2011asset acquisition disposition▼ BadMajor
On March 1, 2011 the company agreed to sell 2,500 shares of a new Series D preferred stock to Dutchess Private Equities Fund for $1,000 each ($2,500,000 total), convertible into common stock at the greater of $0.003 or a formula based on 110% of the lowest recent market price. Alongside this, Energy Producers is to acquire from Dutchess's subsidiary Ginzoil, Inc. a 75% working interest (56.25% net revenue interest) in the J.B. Tubb North 40 acres and in the Highland Production No. 2 well on the South 40, in Ward County, Texas, with Success Oil Co. as operator. Majority shareholders also consented on March 2 to let the board set share terms without shareholder approval. The filing does not say how the $2.5M is paid or how the Ginzoil assets relate to the price; the very low conversion floor points, as an inference, to heavy possible dilution. This ties to the Tubb interest already held in the company's records.
7 Dec 2010asset acquisition disposition● NeutralMajor
Effective December 6, 2010 the Terra Telecom purchase was amended: instead of Series D preferred stock, the sellers now receive 30,000,000 common shares (adjusted for the 1-for-50 reverse split effective November 9, 2010). They can earn up to another 30,000,000 common shares through 2013 or 2014 if Terra averages $20 million revenue and $2 million EBITDA (or $30 million and $3 million by the later date). This replaces the earlier preferred-stock structure with common stock and an earn-out, and the filing again says Terra's financial statements will follow.
7 Oct 2010asset acquisition disposition● NeutralMajor
Effective October 1, 2010 the company agreed to buy 100% of Terra Telecom, LLC, a Tulsa, Oklahoma communications firm and Alcatel-Lucent partner, from its owners. The sellers get 600,000 shares of a new non-voting Series D preferred stock (stated value $10 per share, in exchange for cancelling $3,502,771 of debt), convertible into up to 60,000,000 common shares at $0.10 (or $0.20 later) only if revenue and EBITDA targets are met in 2013 or 2014. This is another acquisition outside oil and gas, adding potentially heavy dilution; Terra's financial statements are still to come.
17 June 2010capital raising announcement▼ BadMajor
On June 16, 2010 the board approved issuing restricted common shares, and Series C preferred shares to some recipients, to about 19 insiders, advisors and related entities for services already rendered, with listed values from $673 to $49,685 per person. Examples are 11,829,658 common shares to David H. Ray and 10,000,000 to Billy V. Ray Jr.; each Series C preferred share carries 21,200 votes. The company also says it is negotiating an agreement with Emerald Management Group, LLC to manage the company and replace the existing administrative services agreement with Strategic Partners Consulting; no agreement is signed yet. For shareholders this means substantial further dilution and a possible change in who runs the company, with insiders receiving heavily voting preferred shares.
16 June 2010asset acquisition disposition● NeutralMajor
On June 11, 2010 the company agreed to buy 100% of Chanwest Resources, Inc., a Texas oilfield services and construction business formed in 2009, from David Taylor, Willoil Consulting and UFS, Inc. The sellers get 22,946,859 new common shares (stated as worth $95,000), with 10% (2,294,686 shares) held back 120 days unless Chanwest earns at least $24,000 a week ($384,000 total); the company must also supply $125,000 of working capital ($70,000 at signing, $55,000 within 30 days). This adds another new business line to the traffic-systems deals and a large share issuance; the filing says Chanwest expects about $2 million of revenue over the next year, and its financial statements are to follow.
18 Mar 2010listing compliance notice▼ Bad
EGPI FIRECREEK, INC. withdrew a registration statement, abandoning the offering it covered.
11 Mar 2010asset acquisition disposition● Neutral
On March 3, 2010 the company agreed to buy 100% of Redquartz LTD, an Irish company, for 100,000 restricted shares. Redquartz's assets and liabilities other than shareholder notes payable were transferred to the sellers, and two Patrick Kelly promissory notes are listed as exhibits. The company describes it as an entry into European intelligent traffic markets and says financial statements will follow. This extends the 2009-2010 traffic-systems push (SATCO, Southwest Signal) with a small share issuance; the filing gives no amounts for the notes.
5 Mar 2010financial restatement▼ BadMajor
On March 1, 2010 the board decided the 2008 annual report and the September 30, 2009 quarterly report must be restated after SEC staff comments. The main change is moving a loss on Star Energy stock (received in the Ukraine sale and sold in December 2008) from other comprehensive income into the income statement, which raises the 2008 net loss from $578,717 to $1,145,717. This corrects the earlier accounting of the Star Energy settlement; the filing also mentions a depreciation calculation error and expanded tax disclosures.
22 Jan 2010asset acquisition disposition● NeutralMajor
On January 15, 2010 the company agreed to buy Southwest Signal, Inc., a Tampa traffic-systems firm, from Kevin and Pamela Fitzgerald. A $1,000,000 deposit has been placed in escrow and the $2,300,000 balance is due by February 25 (the filing writes 2009, apparently a typo). The deposit was funded by a $1,000,000 secured note and a convertible note sold to St. George Investments, LLC. The filing gives Southwest Signal's audited 2008 revenue as $14.3 million and EBITDA as $1.2 million, and says its financial statements will be filed later. This is a further traffic-systems purchase after SATCO, funded by new debt; the filing does not give the notes' interest rate or conversion terms in its text.
6 Jan 2010asset acquisition disposition● Neutral
This amends the December 2009 filing to correct the Whitt Oil & Gas purchase details and adds a completion item, pointing to a Final Escrow Closing Authorization Letter dated December 31, 2009 for that deal. It also lists an advisory agreement with Steven Antebi dated December 9, 2009. The text states no new figures; it continues the Whitt lease purchase and implies, as an inference, that it closed around December 31.
29 Dec 2009capital raising announcement● NeutralMajor
On December 18, 2009 the company agreed to buy 100% of Sierra Pipeline, LLC (a roughly 2,100-mile pipeline system in NE Oklahoma, Eastern Kansas and Southern Indiana) from Don Tyner for $2,500,000 cash plus 5,000,000 shares, with 2,500,000 shares as a non-refundable deposit due January 4, 2010. The deal depends on the company proving it has financing for the cash by February 5, 2010, with closing by March 5, 2010; if it cannot, Tyner keeps the deposit shares. Separately, on December 22, 2009 its subsidiary Energy Producers agreed to pay $225,000 for a 50% working interest (32% net revenue interest) in leases in Callahan, Stephens and Shackelford Counties, Texas, with Whitt Oil & Gas as operator and closing by December 31, 2009. This adds a pipeline and new oil and gas leases to the SATCO/M3 deals and more share dilution; the filing text is cut off before the Item 3.02 share issuances.
30 Nov 2009auditor change▼ Bad
On November 24, 2009 the auditor Donahue Associates, LLC resigned and the board hired M & K CPAs, PLLC as its new auditor. The filing says there were no disagreements and that Donahue's reports on 2008 and 2007 carried a going-concern doubt; it gives no reason for the resignation beyond saying the board 'reluctantly' accepted it.
12 Nov 2009asset acquisition disposition● NeutralMajor
On November 4, 2009 (effective October 1) the company agreed to buy all of South Atlantic Traffic Corporation (SATCO) from Bob Joyner, Stewart Hall and Hunter Intelligent Traffic Systems, LLC for $2,326,300. Payment is at least $600,000 cash, $563,100 of 9% notes over three years, and 2,908,000 shares at $0.40. The sellers get a make-whole top-up of shares if the price is under $0.40 after a year, a 36-month cash earnout, and an option to buy the shares back after two years if the price stays under $0.40. This adds a traffic-systems business and more dilution to the M3 Lighting merger earlier in 2009; the text is cut off before the financing and line-of-credit terms.
21 Sept 2009capital raising announcement▼ Bad
On September 17, 2009 both short-term loans were pushed out to December 1, 2009. Dutchess assigned its note to Thomas Richards on September 15, leaving $11,349.96 owed on it, and Richards' own May 29 note now stands at $22,442.20. For extending the dates the company issued Richards 300,000 restricted shares valued at $42,000, which is more than the amounts left on the Dutchess note. This continues the June 2009 borrowing and adds dilution.
31 July 2009capital raising announcement▼ Bad
On July 29, 2009 the company issued 238,680 and 238,681 restricted shares (477,361 in total, 2% of the 23,868,015 post-merger shares) to CST Group, Inc. and Joseph Gourlay as a finders fee under a July 2, 2009 agreement with Stuart Siller and Gourlay. The fee was triggered by an agreement between subsidiary M3 Lighting and CST Federal Services, Inc. The shares are valued at $16,708 each, so this is a small but further dilution of the share count.
24 June 2009asset acquisition disposition● NeutralMajor
This amends the May 2009 M3 Lighting merger. Energy Producers, the oil and gas side, is to be spun off to pre-merger EGPI shareholders (75% of its shares, with EGPI keeping 25%), expected within two years. If EGPI and M3 together do not reach $850,000 in revenue or buy companies with $5,000,000 in revenue within one year, pre-merger holders get extra EGPI shares (5% of outstanding for each $100,000 shortfall). Strategic Partners gets an administrative services deal at a minimum of $250,000 a year, and M3 must deliver audited 2007 and 2008 financials within 71 days. No M3 financial statements are filed yet.
18 June 2009debt financing▼ Bad
On June 2, 2009 the company agreed with Dutchess to pay down $15,000 of its $47,565 November 2008 note (taken in return for the right to join future drilling on part of the Tubb property) by June 5, with the remaining $32,564.78 in three monthly payments through September 2, 2009. It also issued a new $20,000 note to Thomas Richards at 12%, due July 29, 2009, with a $2,000 fee and a claim on all company and subsidiary assets. These are small loans, and the company is borrowing new money while stretching out the old note.
27 May 2009business combination● NeutralMajor
On May 21, 2009 the company closed a merger in which M3 Lighting, Inc. was merged into a new wholly-owned subsidiary (Asian Ventures Corp., renamed M3 Lighting). M3's holders receive 11,934,007 EGPI shares (1.17 per M3 share), with more shares due if EGPI's liabilities exceed $290,000, and Strategic Partners Consulting gets at least 10% of the shares. After the deal the filing says EGPI has 23,868,015 shares outstanding, of which existing holders own 9,547,206, so current shareholders hold about 40% (computed from the filing's figures). The board becomes four M3 directors plus Dennis Alexander, Larry Trapp and Michael Trapp. This is a new lighting business following the May 2009 sale of Firecreek Petroleum; the filing text provided is cut off, so other terms are not covered.