Each one in plain English, with the numbers worked through for a shareholder.
20 May 2009asset acquisition disposition● NeutralMajor
On May 18, 2009 the company sold all the shares of its subsidiary Firecreek Petroleum, Inc. (acquired in the 2004 merger, with its Romanian subsidiary) to Firecreek Global, Inc., and the company's debt held in that subsidiary went with it. The filing states no price. The company gets a two-year right of first refusal on certain overseas projects, and the subsidiary's officers and directors resigned. This ends the Firecreek subsidiary the company was named for and any overseas assets it held; the filing does not say what the company still owns.
Dutchess Private Equities Fund Ltd, Douglas Leighton, Michael Novielli, Theodore Smith, Douglas D'Agata disclosed a new substantial EGPI FIRECREEK, INC. shareholding (20.00% of votes).
31 Oct 2008asset acquisition disposition▼ BadMajor
On October 30, 2008 the company and Firecreek Petroleum sold their 50% interest in the Ten Mile Draw mineral rights in Wyoming, plus their interest in a pending Newport lawsuit against Inter-Mountain Pipe and Threading, to partner Newport Oil Corporation for $125,000 cash. The company had paid about $1.1 million for its first phase in November 2005, so this is an exit from that project (the filing does not state whether it was a loss). The filing also moves the company's address from Scottsdale, Arizona to Boston, Massachusetts, and it was signed by a different officer, Douglas D'Agata.
On July 9, 2008 the company settled the lawsuit brought by landlord Hickman Investments against Firecreek Petroleum in Tarrant County, Texas, for breach of lease and foreclosure of liens (reported July 2007). It pays Hickman $15,000, transfers title to personal property left in the leased premises, and the case is dismissed with prejudice with mutual releases and no admission of liability. This closes a legal claim at modest cost.
On June 30, 2008 the company settled the arbitration Star Energy had brought to void the August 2007 Ukraine sale. The company keeps the $100,000 cash but keeps only 1,000,000 of the 2,100,000 Star shares, which can be sold only under a leak-out; the arbitration is dismissed and releases exchanged. This partly undoes the August 2007 sale: the filing does not say whether the other 1,100,000 shares were returned, though that is implied. The arbitration was also against Double Coin Ltd., co-owned in part by a former director.
This amends the January 2008 Tubb filing. It states the first purchase was a 75% working interest with a 56.25% net revenue interest. Effective March 7, 2008 the company got a further 75% working interest (56.25% net revenue) in one well, Highland Production Company #2, in the Lower Clearfork zone only, and in return sold Success Oil 25% of certain equipment to be used on the Tubb property. This continues and expands the Tubb project; the filing gives no price for the extra interest.
On March 25, 2008 management concluded that annual financial statements for 2005 and 2006 and quarterly statements for 2006 and 2007 should not be relied upon. The cause is that convertible debentures issued from late 2005 through 2007 (the Dutchess debentures) were wrongly accounted for: the incentive debenture and conversion features were not recorded as derivative liabilities. The restatement will raise 2006 liabilities, shareholders' deficit and net loss, and lower the 2005 net loss and deficit. The errors were found through SEC comments, and the restated 10-KSB is to be filed by about April 15, 2008. This is an accounting correction, not a new cash cost.
Dutchess Private Equities Fund Ltd, Douglas Leighton, Michael Novielli disclosed a new substantial EGPI FIRECREEK, INC. shareholding (60.00% of votes).
10 Jan 2008asset acquisition disposition▲ GoodMajor
On January 8, 2008 the company bought from Success Oil Co. a 40-acre tract (the J.B. Tubb lease) in Ward County, Texas, for $1,400,000, including a two-well re-entry program and a first right on an additional 40 acres. The press release describes it as a 75% working interest and says the company retains a first right to further work of nearly $16 million. This adds a second Texas oil property after Fant Ranch; the filing does not say how it was funded.
13 Aug 2007asset acquisition disposition▲ GoodMajor
On August 3, 2007 the company sold to Star Energy Corp. all its rights and interests in certain Ukraine projects, receiving 2,100,000 shares of Star restricted stock and $100,000 in cash. This appears to be the outcome of the December 2006 Star letter of intent (which did not name the project), though this filing describes it as a Ukraine rights sale rather than a 70% sale of a special purpose entity. Star is to register the shares; the shares' value is not stated, and the press release says only that it should give a boost to third quarter performance.
16 July 2007asset acquisition disposition▲ GoodMajor
On July 9, 2007 the company, through Firecreek Petroleum, bought leases and equipment at the Fant Ranch Unit in Knox County, Texas from Ward Energy LP, paying $1,500,000 plus $38,704.52 for oil in the tanks and overhead costs. This is a new US oil property, the first Texas producing-property purchase in this history since the Young County leases were sold in 2003. Financial statements for the deal are to follow in an amended filing; the filing does not say how the purchase was funded (inference: possibly from the June 2007 Dutchess debenture proceeds, but this is not stated).
19 June 2007capital raising announcement▼ BadMajor
On June 11, 2007 the company issued Dutchess a $2,000,000 debenture at 12% interest, maturing June 11, 2014, with monthly interest payments starting July 1, 2007 and no penalty for early repayment. Dutchess can convert it into common stock at the lesser of 75% of the lowest closing bid over 20 trading days or $0.015 per share, so conversion could dilute shareholders. Net proceeds sit in escrow and are released on instructions from the company and Dutchess; the company paid $100,000 in closing costs and the debenture is secured under the March 27, 2007 Security Agreement. This adds to the Dutchess borrowing; the filing does not say how the earlier notes stand.
The company signed a Corporate Consulting Agreement on March 13, 2007 with Seacoast Advisors for investor relations and business services. It paid $35,000 on signing and issued 5,000,000 restricted common shares. The term is three months from April 1, 2007, with an option to extend three more months. This is a small cash cost and further dilution.
On March 27, 2007 the company issued Dutchess a note with face amount $565,500 for gross proceeds of $435,000, at 12% interest, maturing March 27, 2008. It is repaid from equity line puts at the greater of 100% of each put or $47,125, starting May 1, 2007. Unlike the earlier interest-free Dutchess notes, this one carries interest. If it defaults, Dutchess can convert the balance to an 18% three-year debenture at a 25% discount to market. A $140,000 incentive debenture was also issued, the company paid $40,000 in closing costs, and the company and its subsidiaries signed a security agreement, a guaranty and a negative pledge. This adds further Dutchess debt; the filing does not say how earlier notes stand.
On December 8, 2006 the board approved 55,000,000 restricted common shares for services to seven people, including insiders: Dermot McAtamney 15,000,000, director Rupert Johnson 16,500,000, Chairman and CFO Dennis Alexander 17,500,000, Melvena Alexander 2,500,000, and smaller amounts to Joanne Sylvanus, Joseph Vasquez and Thomas Richards. The filing values them at $467,500 in total. This is heavy dilution, with most of the shares going to insiders. The filing also reports a letter of intent with Star Energy under which the company, through a special purpose entity, would sell 70% of that entity to Star, with Star assuming project financing needs. A memorandum of understanding and definitive agreement are due after December 27, 2006, subject to approvals. The filing does not name the project or the price, so what is being sold is unclear.
On December 7, 2006 the board approved issuing restricted common shares for services: 4,000,000 each to Rusbek and Timur Bisultanov and 3,000,000 to director Dr. Mousa Hawamdah (about $95,700 combined), plus 20,000,000 to consultant Steven Antebi (valued at $174,800). That is 31,000,000 new shares in total, which dilutes existing holders. The Antebi issue follows his advisory agreement extended in January 2006, and the filing attaches a Corporate Advisory Agreement with him as an exhibit.
The company says it paid in full the December 15, 2005 Dutchess note (given as $343,000), as of July 6, 2006. It also issued a new interest-free Dutchess note effective June 30, 2006, face $1,241,500 (price $955,000), maturing December 29, 2007, repaid from equity line puts at the greater of 100% of each put or $68,972. A $300,000 convertible debenture was issued to Dutchess as an incentive. A security agreement now gives Dutchess a security interest in all of the company's assets until this note and the September 2005, November 2005, December 2005 and April 2006 notes are satisfied. This closes one Dutchess note, but the borrowing grows and all company assets now back it. The filing does not say whether the other earlier notes have been repaid.
6 July 2006asset acquisition disposition● NeutralMajor
This amends the November 2005 Ten Mile Draw filing. Effective June 30, 2006, Firecreek Petroleum and Newport signed an addendum settling third-party royalty and conversion rights on a 320-acre tract holding a third well (UPRR Patented 13-9), and agreed to rework that well under Newport's $706,000 spending estimate. The exhibit says Anadarko's worst case is a 21.25% royalty with a right to convert to a 50% working interest after payout, and the expected case is a 20% royalty with conversion to 40%, though Anadarko's formal agreement was still pending. The remaining revenue and costs would be split 50/50 between Firecreek Petroleum and Newport. This continues the Ten Mile Draw project; the filing does not say how the $706,000 is to be funded or how the company's share is split.
On April 21, 2006 the company issued a fourth interest-free note to Dutchess, face amount $687,500 (price $550,000), maturing April 21, 2007. It is repaid from equity line puts, the greater of 100% of each put or $57,291.67, with the first payment due June 1, 2006. Penalty and default terms follow the earlier Dutchess notes, but the default debenture here is 18% interest and convertible at the lesser of 50% of the lowest closing bid over 15 days or 100% of the lowest bid over 20 days. The earlier notes' default debenture was described as 15%. The note also requires 40 signed put notices as collateral. This adds to Dutchess borrowing; the filing does not say whether the September or November 2005 notes have been repaid.
On Jan 30, 2006 the company extended its advisory agreement with Steven Antebi by 16 months. The strike price of his July 2005 warrant was cut from $0.06 to $0.025, and he was granted a new three-year warrant for 4,000,000 shares at $0.05 with registration rights. He exercised the repriced warrant for cash at signing, giving the company $100,000. This continues the Antebi arrangement from July 2005 and brings in a small amount of cash, while the new warrant adds potential dilution.
