Each one in plain English, with the numbers worked through for a shareholder.
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).
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.
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.
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 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.
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.
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 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.
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.
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.
The company approved issuing 175,000 restricted common shares to consultant Connie Tomlin for advisory services, valued at $14,875. This is a small issuance of new shares; it is also the first filing under the EGPI Firecreek name.
On September 26, 2004 the company approved issuing 1,350,000 restricted common shares in total to seven non-insiders, including Greig and Robert Wright, Peter Wojcik, Roger Edwardes, Larry Trapp, Tom Richards and John Brigandi (the filing gives no share count for Brigandi's row, the 1,350,000 is the sum of the stated rows plus his 150,000). The shares were for marine franchise operations, advisory work and loans/other services, with stated value of $108,000 for the group. This adds modest dilution.
This amendment lists who gets the shares for the Firecreek Petroleum purchase announced in June 2004: 14,000,000 restricted common shares and 2,566,831 Series A preferred (the filing corrects the earlier 2,565,831 figure as a typo), all held in escrow pending the Firecreek audit or board-confirmed progress. It also records July 1, 2004 board approvals, dated Aug 2, 2004, of bonus common shares (1,000,000 each to Taylor, Merritt, Faulder, Siller, Gregg Fryett and Dennis Alexander, 450,000 to Michael Norman), 9,500,000 new Series B preferred shares to officers, directors and others, and options on 2,000,000 shares each (1,000,000 for Barker) at $0.70 expiring 2/9/2009. Existing shareholders face further dilution from these issuances (inference from the share counts); the filing says $517,000 of value went to bonuses and advisory services.
On August 20, 2003 the company hired LSC Associates, LLC to help raise $1 million through a private placement (targeted for end of September), then roughly $5 million or more by debt placement (targeted for October/November 2003). It also signed a July 30, 2003 letter of intent to buy Montage Industries, Inc. (extended on August 25 for at least 30 days), and got the Comanche Point option extended to September 15, 2003. These continue the earlier Comanche Point deal and funding plan; none is completed.
17 July 2003capital raising announcement● NeutralMajor
Energy Producers, Inc. (the company's name at the time) extended its letter of intent and first right of refusal to buy Comanche Point Production Company, a Kern County, California oil producer, through August 15, 2003. It expects to pay US$350,000 plus 20,000 restricted shares for a 100% working interest (87.5% net revenue interest) in 17 wells (16 producing) and two leases of about 425 acres; the deal still needs due diligence, financing and a definitive agreement. The company also said it planned a private placement to be completed in about 30 days, and that it was in talks with two firms about further funding of $5-10 million.
