Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
