Past year: ▲ 0%(0.00c – 0.01c USD)
Each one in plain English, with the numbers worked through for a shareholder.
25 Apr 2017material agreement● Neutral
On April 17, 2017 the company signed a letter of intent with Doug and Sarah Bowling to start reclamation and mining operations on DSMRE #826-0588, for a $25,000 purchase price. The filing does not give the location, what is being mined, or whether a final agreement followed. It is filed after the company's Form 15 deregistration notice in March 2017.
16 Mar 2017listing compliance notice▼ BadMajor
The company filed Form 15 (dated March 14, 2017) to end its registration of its common stock under Section 12(g) and its duty to file SEC reports, relying on Rule 12g-4(a)(1), with about 123 holders of record. After this the company is no longer required to file regular public reports, so shareholders will get less information. The filing does not say what happens to the shares themselves.
15 Feb 2017material agreement▼ Bad
On February 6, 2017 the company issued a $55,000 10% convertible promissory note, due February 6, 2018, to an unnamed institutional investor. The filing gives no conversion terms. It continues the pattern of small convertible borrowing.
20 July 2016material agreement termination▼ BadMajor
On July 15, 2016 the company and Singa Energy Solutions (Thailand) agreed to rescind their April 4, 2016 Stock Exchange Agreement, under which the company would have acquired 100% of Singa, changed its name and appointed Singa managers. The parties exchanged mutual releases in a Settlement Agreement, and the documents were never fully executed. The press release says the company is focused on fuel distribution and convenience-store/fuel-outlet acquisitions, with revenue above $200,000 last quarter and a goal to double it; these are management claims. Jason Castenir is now CEO and the address is Nashville, so the Kentucky oil story and Singa tie-up are not shown continuing here.
3 Oct 2014material agreement● NeutralMajor
The company updates the Kentucky purchase: it is still reviewing support for the original $4.6 million value, and the consideration issued was $522,000. The sellers' earlier reserve studies were reported to support about $200 million, but the company says it has not verified this, will seek a new reserve study, and warns the figure may be materially revised. Lease acreage is also being rechecked. Shareholders should treat the $200 million figure as unverified.
19 Sept 2014material agreement● NeutralMajor
The company filed a Secured Convertible Promissory Note dated August 20, 2014, which the filing says consolidates prior promissory notes. The filing does not name the lender, the amount, the rate, the due date or the conversion terms, so what was consolidated (for example the Asher or KBM notes) cannot be confirmed from this text.
18 Sept 2014capital raising announcement● Neutral
This amendment only adds Bill of Sale exhibits 3, 4 and 5 that were left out of the September 16, 2014 filing. It carries no new terms or figures.
16 Sept 2014capital raising announcement▲ GoodMajor
After further due diligence the Kentucky deal was amended on August 27, 2014: the shares issued fall from 10,000,000 to 2,000,000 restricted shares, 1,000,000 for tangible assets and 1,000,000 for a 19.5% share of the seller's oil and gas leases and wells. An earlier exhibit wrongly listed some assets that were not part of the purchase. The filing values the 2,000,000 shares at $522,000 (bid price $0.261), and final valuation is still pending. This cuts dilution sharply and implies the earlier $4.6 million figure was overstated (inference).
12 Aug 2014material agreement▼ BadMajor
The company clarifies that it acquired 100% of equipment and real estate but only a 19.5% interest in certain oil and gas properties and leases, not a 19.5% equity stake in the three operating companies as first reported. Those three companies have leased assets back to run operations (a Master Lease/Asset Lease Agreement is attached), and the 10,000,000-share and 2,500-barrel terms are repeated. This corrects the earlier description and narrows what shareholders are getting; the transaction date is given as July 15, 2015, which looks like a typo for 2014 (my inference).
25 July 2014capital raising announcement● Neutral
This amendment repeats the previous day's filing about the Kentucky asset purchase (10,000,000 shares, about $4.6 million listed value, 19.5% interest in three companies) and only adds an exhibit listing the assets acquired (Exhibit 10.2). No new terms are stated.
24 July 2014capital raising announcement● NeutralMajor
The company reports a Purchase and Sale Agreement to acquire 100% of certain assets (land, buildings, equipment, vehicles, oil leases and working interests in Clinton, Cumberland, Monroe and Wayne Counties, Kentucky) plus a 19.5% equity interest in three companies (SWO & ISM, LLC; Hein Oil Well Services, LLC; Hein Oil Co., Inc.), for 10,000,000 restricted common shares issued to two individuals. The agreement lists a value of about $4.6 million, and a further 10,000,000 shares would be issued if production exceeds 2,500 barrels a month in a quarter. This is a move into Kentucky oil and gas, a new direction from the earlier mining claims; the filing gives the agreement date as June 15, 2015 although the report date is July 15, 2014 (an apparent typo, my inference), and the company still has to get appraisals and reserve studies. The new shares add to a common count that was already 579,014,243 in January 2014.
28 May 2014capital raising announcement▼ Bad
The company sold a new lender, KBM Worldwide, Inc., an unsecured convertible note of $37,000 (agreement April 11, 2014; $37,000 received May 22, 2014), at 8% interest and due January 15, 2015, convertible at 45% of the market price over the prior ten trading days. The conversion limit is 4.99% of outstanding shares (waivable on 61 days' notice), versus 9.99% on the recent Asher notes. The cash is for short-term obligations and work requirements. This is a new lender alongside Asher, and the filing is inconsistent in places, e.g. it says the note was issued to Asher.
19 Mar 2014capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $13,500 (agreement February 27, 2014; $13,500 received March 14, 2014), at 8% interest and due December 3, 2014, convertible at 45% of the market price over the prior ten trading days. The cash is for short-term obligations and work requirements. This filing does not state the total owed to Asher. It continues the Asher borrowing.
14 Feb 2014capital raising announcement● Neutral
This amendment to the December 24, 2013 Asher note filing corrects the date the $16,500 was received to January 11, 2014. The other terms are unchanged: 8% interest, due September 30, 2014, convertible at 45% of the market price, and about $65,500 owed to Asher at the time.
13 Feb 2014capital raising announcement▼ Bad
The company sold Asher an unsecured convertible note of $16,500 (agreement December 24, 2013), at 8% interest and due September 30, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $65,500 was owed to Asher when the funds arrived, and the cash is for short-term obligations and work requirements. The filing gives the receipt date as February 20, 2013, which looks like an error since the agreement is dated December 2013; the next filing corrects it.
23 Jan 2014capital raising announcement▼ BadMajor
On January 20, 2014 the company issued 2,000,000 Class B Preferred shares at $0.01 to settle about $20,000 of debt: 1,000,000 each to CEO Piero Sutti-Keyser and director Gordon Sredl ($10,000 each). Because Class B votes carry at least 60% of the vote needed on any common-holder matter, the filing shows the officers and directors listed holding 62.55% of total votes, and the two signed a voting agreement to elect directors they choose. The filing reports 579,014,243 common shares outstanding on January 20, 2014, up from 93,917,330 in February 2013 (the filing does not say why). It also says each Class A preferred equals 2 common shares, and Class B converts at $0.01 divided by a 5-day market average, unlike the 1-for-1 described when it was created. This is a de facto control position for management, and it was the first issuance of the Class B created in December 2013.
10 Jan 2014auditor change● Neutral
The company's auditor, James Stafford, Inc. Chartered Accountants, resigned on December 31, 2013, and on January 6, 2014 the board engaged Sadler, Gibb & Associates, LLC of Utah. The filing says there were no disagreements with the former auditor, and its 2012 and 2011 report was not adverse but included a going-concern paragraph, continuing that earlier uncertainty. The filing does not give a reason for the resignation.
18 Dec 2013security holder rights change▼ BadMajor
On December 13, 2013 the company created a second preferred class, Class B Preferred Convertible, designating 33,181,818 shares at $0.01 each, convertible 1-for-1 into common. It ranks above common but below the Class A Preferred, can be redeemed by the company at $0.01, and carries votes of not less than 60% of the vote needed to approve any matter put to common shareholders. None were issued at the time of filing, but the filing says holders would be able to control any shareholder vote, so it could sharply reduce the say of ordinary common holders once issued. Builds on the Class A preferred created in November 2012.
21 Nov 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $16,500 (agreement October 30, 2013; $16,500 received November 15, 2013), at 8% interest and due August 1, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $49,000 was owed to Asher in convertible notes when the funds arrived; the cash is for short-term obligations and work requirements. This continues the Asher borrowing.
28 Aug 2013capital raising announcement▼ Bad
The company sold Asher a further unsecured convertible note of $12,995 (agreement August 8, 2013; $12,995 received August 23, 2013), at 8% interest and due May 12, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $70,000 was owed to Asher in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. This continues the Asher borrowing.
14 May 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $32,500 (agreement April 29, 2013; $32,500 received May 9, 2013), at 8% interest and due January 31, 2014. Asher can convert at 45% of the market price over the prior ten trading days, the same discount as the recent Asher notes, so conversion could issue many shares. The filing says about $55,000 was owed to Asher in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. This continues the run of Asher borrowing.
6 May 2013material agreement● NeutralMajor
On May 1, 2013 the company signed a non-binding memorandum of understanding with GMRV (a branch of 4uX, LLC) to agree within 180 days a definitive deal to earn 50% of the Nile Mine project near Marysville, Montana (about 55 acres). It pays $2,500 within 180 days (cash or shares) and commits $5,000 of work in 2013; the planned definitive deal is 10 years, $250,000 of work and $5,000 a year advance royalties. The filing says there are no established reserves and that cash on hand is insufficient for any planned exploration, which is postponed until financing is secured. The address on this filing has also moved from Colombia to Guadalupe, Zacatecas, Mexico.
30 Apr 2013material agreement▼ Bad
On April 23, 2013 the company and Asher signed three amendments to the existing Asher convertible notes, changing the conversion-right wording so Asher can convert starting 180 days after each note's date until the later of maturity or payment of the default amount. The filing also restates a note due January 2, 2014, convertible at 45% of the market price over ten trading days. The filing does not give the amended notes' specific effect beyond that wording, so what it means for dilution timing is an inference only.
14 Mar 2013capital raising announcement▼ Bad
The company sold Asher a further unsecured convertible note of $27,500 (agreement February 21, 2013; $27,500 received March 12, 2013), at 8% interest and due November 25, 2013, convertible at 45% of the market price over the prior ten trading days. The filing says it owed Asher about $85,000 in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. Asher borrowing continues to grow.
8 Feb 2013capital raising announcement▼ BadMajor
On February 1, 2013 the company agreed to issue 47,568,500 Class A Preferred shares at $0.0022 each to settle about $104,651 of debt owed to unrelated parties and some officers and directors; the CEO and two directors got 10,545,600 shares to settle about $23,200. The filing states each preferred share now votes as two common shares, so preferred holders hold votes equal to 95,137,000 common shares against 93,917,330 common shares outstanding (February 6, 2013). The officers/directors and 5%+ holders listed together hold 43.31% of votes. This uses the preferred class created in November 2012, and the filing reports it under a change-in-control item.
4 Feb 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $27,500 (agreement December 18, 2012; $27,500 received January 23, 2013), at 8% interest and due September 20, 2013. The conversion price is now 45% of the market price over the prior ten trading days, a worse discount for shareholders than the 58% on earlier Asher notes, so conversion could issue more shares. The company says the cash is for short-term obligations and work requirements.
3 Dec 2012security holder rights change● NeutralMajor
On November 15, 2012 the company created a new class of preferred stock, designating 50,000,000 Class A Preferred Convertible shares at a $.001 purchase price. Each converts into one common share and votes like one common share (per this filing), ranks senior to common stock, and can be redeemed by the company at $.01 per share. This adds a new, senior share class ahead of common holders.
9 July 2012capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note, $27,500 principal (agreement June 6, 2012; net proceeds $25,000 received July 2, 2012), at 8% interest and due March 6, 2013. It converts at 58% of the market price over the prior ten trading days, with the same 4.99% blocker waivable on 61 days' notice; the cash is for short-term obligations. This is the third small Asher note, continuing the pattern of dilutive short-term funding.
3 Apr 2012capital raising announcement▼ Bad
The company sold Asher Enterprises another unsecured convertible note of $37,500 (agreement March 16, 2012; net proceeds $35,000 received March 29, 2012), at 8% interest and due December 20, 2012. Asher can convert at 58% of the market price over the prior ten trading days, so conversion could issue many new shares; the company says the cash is for short-term obligations. This repeats the December 2011 Asher financing on the same terms.
22 Dec 2011material agreement● NeutralMajor
On December 16, 2011 the company agreed with Boulder Hill Mines Inc. to buy three unpatented mining claims in Lincoln County, Montana and to take over Boulder Hill's option on a Montana state gold lease held by Ebisch. For the claims and the lease assignment it will issue 500,000 restricted shares for each (1,000,000 in total) within five days, and pay $25,000 by December 16, 2012 and $25,000 by December 16, 2013 for each. To earn 100% of the lease it must incur $210,000 of exploration and pay Ebisch $80,000 plus 5% of any joint-venture and buyout payments, counting what Boulder Hill has already spent or paid, with $25,000 a year advance royalties from July 15, 2015. The filing states there are no established reserves; this is a second US exploration property after the Idaho option, and the new share issuances add to dilution.
