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.
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.
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.
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.
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.
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).
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).
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.
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.
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.
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.
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.