Each one in plain English, with the numbers worked through for a shareholder.
12 Jan 2006capital raising announcement▼ BadMajor
On Jan 12, 2006 all Sub-Series C-2 preferred issued July 12, 2005 converted automatically at 1 for 10 into restricted common stock. The three groups were 410,000 preferred into 4,100,000 common (the Bisultanovs, for the Sahara Group agreement), 900,000 into 9,000,000 common (six people, including insiders, 1,500,000 each, for part of their Firecreek-acquisition rights), and 715,000 into 7,150,000 common (staff and insiders for services). In total that is 20,250,000 new common shares, which dilutes existing holders. The share counts for the Bisultanovs (4,000,000 and 100,000) match the earlier preferred issued.
On Dec 15, 2005 the company issued another interest-free note to Dutchess, maturing Dec 15, 2006, under the same equity line. The 8-K gives the face amount as $343,000, but the attached note shows $343,750 (price $275,000). Payments come from equity line puts, the greater of 100% of each put or $28,645.83, with the first due Jan 1, 2006. Penalty and default terms mirror the September note: 10% plus 2.5% per month if unpaid at maturity, and on default Dutchess can secure assets up to 200% of face or switch the balance to a 15% three-year convertible debenture. The note text also says the company must issue the maximum puts allowed and prepay from financing above $275,000. This adds to the Dutchess debt after the September and November notes, which remain unpaid in the record.
On Nov 22, 2005 the board approved issuing 2,500,000 restricted common shares to President John R. Taylor to settle $250,000 of cash loans he made to the company. The filing values the shares at $127,500 (about $0.051 per share), but Taylor accepted them at $0.10 per share, which reduces his loans by $250,000. This adds shares and removes a debt owed to an insider.
16 Nov 2005asset acquisition disposition● NeutralMajor
On Nov 10, 2005 the Firecreek Petroleum subsidiary agreed to buy a 50% interest in two tracts at Ten Mile Draw, Sweetwater County, Wyoming from Newport Oil Corporation, closing Nov 14. Phase one needs about $2.2 million, of which the company has paid about $1.1 million. The company funded it with a $1.6 million interest-free note to Dutchess, maturing Nov 14, 2006, secured on the Ten Mile Draw tracts and repaid from equity line puts (the greater of 100% of each put or $133,333, starting Dec 1, 2005). This is the first producing-type asset purchase in the record, and it is a U.S. project rather than the earlier Russian proposals. The filing does not mention Tekhnoton or TransNafta. The press release says there is a gas purchase contract and initial gas sales are expected in early December 2005; these are management's statements.
On September 9, 2005 the company issued a $2,400,000 interest-free promissory note, maturing September 8, 2006, to Dutchess Private Equities Fund and Fund II, in connection with a new Dutchess equity line of credit. It is repaid from sales of shares to Dutchess under the equity line, at the greater of up to 75% of each sale or $200,000. If unpaid at maturity, a 10% penalty and 2.5% per month apply, and on default Dutchess can take assets up to 200% of the note or convert the balance into a 15% debenture convertible at a discount to market. This is the first financing in the record to be tied to a stated funding source, though the filing does not link it to the Russian commitments.
On September 2, 2005 holders of 1,198,840 Series A preferred shares, all of that series outstanding, converted them one-for-one into 1,198,840 restricted common shares. Series A was issued in August 2004 for the Firecreek Petroleum merger. Holders include director Mousa Hawamdah and VP James Barker, and the shares stay under the voting agreement. This adds common shares and removes the Series A preferred, which earlier context had listed at 2,566,831 shares, so the filing does not reconcile with that figure.
This amendment corrects typographical errors in Item 3.02, section III of the July 14, 2005 report. Visible changes include the consideration wording for the first rows, which now reads 'services rendered' rather than 'rights in connection with the acquisition', and a missing parenthesis. The stated issuances and amounts appear otherwise the same, and the filing says all other items are unchanged.
14 July 2005capital raising announcement▼ BadMajor
On July 12, 2005 the board created Sub-Series C-2 of Series C preferred and issued it to insiders, advisers and staff. Rusbek Bisultanov received 400,000 and Timur Bisultanov 10,000 as consideration for the Sahara Group operations agreement. Six people (Taylor, Merritt, Faulder, Dennis Alexander, Fryett and Stuart Siller) received 150,000 each in exchange for part of their Firecreek-acquisition rights, which are reduced by $150,000 each and cancelled, as in April. Another group, including insiders, received smaller amounts for services. Separately, adviser Steven Antebi received 4,000,000 common shares (valued at $304,000) plus 4,000,000 warrants at $0.06 for five years, tied to a Corporate Advisory Agreement that extends the February 2005 AntCamp agreement. This is further dilution, much of it to insiders.
Effective July 5, 2005 Firecreek Petroleum signed an Agreement Regarding Future Operations with Sahara Group, restructuring their Russian partnership. Related June 2005 agreements cover the purchase of 65% of Russian company Tekhnoton (Firecreek 51%, Sahara 14%), a Kazakhstan deal to buy 51% of TransNafta Center, a $210,000 seismic cost reimbursement, and a seaport feasibility study. Tekhnoton's terms include signing bonuses to the Russian government of $12 million (due about July 15) and $9.8 million (about August 1), plus about $500,000 start-up costs and about $35 million of work program costs through 2005. The board approvals are conditional on the company completing financing negotiations, and the filing identifies no funding source for these amounts yet. This turns the Sahara Group partnership from earlier context into large, still unfunded commitments.
On June 14, 2005 the company approved 200,000 restricted common shares (valued at $9,000) to Larry W. Trapp as additional consideration for full payment of loans and services. Trapp is not an affiliate, director or officer, and he was also among the September 2004 share recipients. This is a small new issuance that dilutes existing holders slightly.
2 June 2005capital raising announcement▲ GoodMajor
On May 31, 2005 the company agreed with AJW Partners and affiliated funds that they would hand back all their warrants for $80,000 cash plus 4,000,000 restricted common shares (valued at $136,000) with registration rights, completion due by June 3, 2005. The company expects to buy those shares back within a 60-day period and retire them; if it doesn't, it must register them for resale. The filing also says all AJW debentures were already fully redeemed and prepaid.
This amendment only corrects typographical errors in the April 5, 2005 share table: TMP Companies' issuance changes from 17,910 to 35,820 shares ($716.40), and the total value of that table moves from $79,408.70 to $79,412.30. Nothing else in the original report changed.
On April 5, 2005 the company approved new common share issuances, including 3,000,000 to Bisultanov and the two David Christians under an agreement with DAC, 570,435 to settle a note owed to William Harlow, and smaller amounts to Baseline Capital-related holders under a tentative settlement. It also created a Sub-Series C-1 of Series C preferred and issued 150,000 shares each to six insiders and advisers in exchange for part of their rights tied to the Firecreek acquisition, with each person's remaining rights reduced by $150,000 and cancelled. The Baseline dispute now has tentative settlement terms, resolving the default-judgment thread in part, though the settlement is not final.
On February 9, 2005 the company approved 4,000,000 restricted common shares (valued at $96,000) to AntCamp Advisors under a new advisory agreement covering Firecreek's planned Russian oil and gas work with partner Sahara Group, plus 1,000,000 shares ($50,000) to Secretary Melvena Alexander in exchange for debt and accrued services. Baseline Capital reported it has obtained a default judgment against the company, with settlement talks continuing, and the company received a further $350,000 under its HEM Mutual Assurance convertible debt. This continues the Baseline dispute and shows it getting worse.
23 Dec 2004capital raising announcement● NeutralMajor
On December 18, 2004 the company signed a credit facility under which lender Randy Pack may advance up to $150,000 to Firecreek Petroleum at 8% interest, due 180 days after the note, for oil field costs in Russia and Romania. EGPI guarantees it, with Taylor and Faulder as secondary guarantors, and Pack receives 150,000 Series B preferred shares. The filing also says shareholders holding about 59% approved an S-8 registration for a 2005 Stock Incentive Plan, that Baseline Capital has asked for a default judgment while settlement talks continue, and that the company received another $150,000 under its convertible debt with HEM Mutual Assurance.
