Each one in plain English, with the numbers worked through for a shareholder.
27 Mar 2014capital raising announcement● Neutral
On March 21, 2014 the company sold 200,000 units to one person at $0.50 per unit, each unit being one share plus an A warrant and a B warrant. That is $100,000 at the stated price (calculated), with extra dilution if the warrants are exercised.
What it means for a shareholder
200,000 new shares at US$0.500 to raise about US$100,000. That's 19% dilution: every existing holder's slice gets 19% smaller. If you held US$1,000 of shares (2,000 at the issue price), your slice goes from 0.235% to 0.19% of the company. To keep it you'd need 471 more shares - about US$236 at the issue price.
This amendment only corrects the phone and fax numbers on the front page of the March 2014 Ellins asset-acquisition filing; the rest restates the original (12,500,000 shares for cannabis assets, change of control to Ellins).
On March 13, 2014 the company agreed to buy cannabis-production assets (a provisional patent application, trade secrets, equipment, trademarks and more) from Craig Ellins for 12,500,000 restricted shares, 4,500,000 issued now and the rest on milestones. The 4,500,000 shares gave Ellins about 84% of the voting capital (per the filing) and he became CEO and Chairman; Steven Weldon stepped down as CEO but stays CFO. This is a change of control and a move away from oil and gas into cannabis; the earlier controllers, Weldon and Screaming Reach, held 52% beforehand.
On June 25, 2013 the board engaged LJ Sullivan Certified Public Accountant, LLC as auditor for the fiscal year ending March 31, 2013, replacing Mark Bailey and Company, which resigned in March. The filing says there was no prior consultation with the new firm. The address shown is back in Orlando, Florida.
On March 8, 2013 auditor Mark Bailey and Company resigned. Its reports for fiscal 2011 and 2012 carried going-concern doubt because of losses since inception; the filing reports no disagreements with the company and no reportable events.
On August 17, 2010 the company sold a $29,412 convertible note for $25,000 (15% discount), due August 17, 2011, converting at $0.10 with a 5-year warrant for 294,120 shares at $0.15. Under anti-dilution clauses in earlier notes and warrants, their conversion price drops to $0.10 (down from $0.35 and $0.65), and the number of shares issuable on the earlier warrants rises so the total exercise price stays the same, meaning materially more dilution for existing shareholders.
16 Feb 2010capital raising announcement● NeutralMajor
On February 10, 2010 the company sold two more convertible notes totalling $352,942, receiving $300,000 after a 15% original issue discount. The notes pay 10%, are due February 10, 2011 and convert at $0.65 per share; each holder also got a 5-year warrant for 207,493 shares at $0.75. This repeats the December 2009 financing structure at a higher conversion price ($0.65 versus $0.35), and conversion or warrant exercise would dilute shareholders.
As of December 14, 2009, noteholders converted $14,000 of notes into 1,400,000 shares, which is consistent with the $0.01 conversion price in the earlier notes (inference). The company then had 9,847,142 shares outstanding, so the earlier convertible notes are now diluting shareholders.
11 Dec 2009capital raising announcement● NeutralMajor
On December 7, 2009 the company issued two convertible notes totalling $352,942, receiving $300,000 after a 15% original issue discount. The notes pay 10% interest, are due December 7, 2010, and convert at $0.35 per share. Each holder also got a 5-year warrant for 504,203 shares at $0.50. This is a larger raise than the earlier small notes at a higher conversion price, and conversion or warrant exercise would dilute shareholders.
The company said investors should no longer rely on its fiscal 2009 and first-quarter fiscal 2010 financial statements. A change to certain shareholder loans, effective March 4, 2009, added a conversion feature and means recording a $202,500 loss, which raises accumulated deficit and paid-in capital by the same amount. The obligation at March 31, 2009 did not change, and the company plans to amend its reports from April 1, 2008.
On October 13, 2009 the company sold two convertible notes, $22,000 to Brannon Limited Partnership and $15,000 to Bristol Investment Fund. They pay 10% interest, are due October 13, 2010, and convert to stock at $0.01 per share. The company also now lists a Houston, Texas address.
This amendment restates the filing on the $60,000 Bristol seismic data purchase, saying the original included an incorrect note agreement. It corrects the conversion price of the note to a flat $0.01. The other terms, including 10% interest and the November 19, 2009 due date, are unchanged.
This amendment restates the August 21, 2009 filing, saying it had included incorrect note agreements. It sets the conversion price of the two $18,000 notes at a flat $0.01, replacing the earlier discounted-to-market formula. The other deal terms are unchanged.
On August 27, 2009 the company bought seismic data and participation rights from Bristol Investment Fund for $60,000, paid with a 10% convertible note due November 19, 2009. As first filed, the note converted at the lesser of $0.01 or 50% of recent low trading prices. It also amended the earlier $18,000 Bristol Capital note to limit the shares issuable. A later amendment corrected the conversion price.
21 Aug 2009capital raising announcement● NeutralMajor
On August 17, 2009 the company bought a 5% working interest in the Nettie Rhodes Lease Prospect in Young County, Texas for $5,000, and an oil and gas lease for $36,000, paid with two $18,000 10% convertible notes due November 20, 2009. As first filed, conversion was at the lesser of $0.01 or 50% of recent low trading prices. It also gave consultant Dwain Brannon, a minority shareholder, an option on up to 4,000,000 shares at 50% of recent bid prices, which could dilute shareholders. The conversion terms were later corrected.
7 Aug 2009capital raising announcement● NeutralMajor
On August 3, 2009 the company got an option to buy up to a 50% working interest in oil and gas activity on 2,087 acres known as Medicine River Ranch and Oil Company, LLC in Kansas. It paid 25,000 restricted shares and owes 75,000 more if a definitive agreement is completed. It is only an option, with no obligation on the other side to grant participation, and it is the company's first oil and gas position after its 2008 pivot.
Now renamed Signature Exploration and Production Corp., the company dismissed auditor Cross, Fernandez and Riley on May 29, 2008 and engaged Mark Bailey & Company. The dismissed firm issued no audit reports on the company's financial statements, and no disagreements were reported.
6 Mar 2008material agreement termination▼ BadMajor
The company agreed on February 29, 2008 to end the Fit-Well joint venture from May 2006, which had been its primary line of business. The filing says it could not generate income or raise capital from it, and the company will now pursue energy-related business opportunities. This closes the medical thread and begins a shift toward oil and gas, so far only a stated intention.
Auditor Tedder, James, Worden & Associates resigned (company notified November 1, 2007) and Cross, Fernandez, Riley, LLP was appointed on November 5, 2007. The resigning auditor's reports for the years ended March 31, 2007 and 2006 contained a going-concern doubt paragraph; no disagreements were reported.
Now named Diabetic Treatment Centers of America, the company signed a joint venture on May 12, 2006 to manage and develop Personal Performance Medical Corporation (Fit-Well), a Utah prosthetics and orthotics business. The company gets 75% and Fit-Well 25%, with the company contributing 5,000,000 of its shares. It also agreed to give Scott Allen 5,000,000 restricted shares for business development help, so shareholders face dilution.
The company, then called Flagstick Ventures, said its auditor Richard M. Prinzi, Jr. CPA resigned on April 27, 2004, saying he no longer audits SEC-regulated clients. Tedder, James, Worden & Associates was hired on May 26, 2004 to audit the year ended March 31, 2004. The filing reports no disagreements and no adverse opinions from the departing auditor.
