Each one in plain English, with the numbers worked through for a shareholder.
11 Aug 2017listing compliance notice▼ BadMajor
The company reported that the December 2015 Zarvic Brothers acquisition agreement was never legally executed because final terms were not concluded, which ends that thread. It also disclosed an SEC trading suspension from August 3 to August 16, 2017 because it had not filed periodic reports since the 10-Q for the period ended September 30, 2014, and said a recovery plan will be submitted by August 12, 2017. Separately it is offering hybrid power consulting services.
On December 23, 2015 the board approved an agreement to acquire Zarvic Brothers, LLC of New York (commercial real estate and merger advisory) through a share exchange, issuing 500,000 restricted common shares via a new private subsidiary. The filing says it takes effect upon legal review. This follows the September 2015 Zarvic engagement and moves the company toward real estate and acquisitions beyond fuel cells.
14 Sept 2015security holder rights change▼ BadMajor
In September 2015 the company created a new Series B Convertible Non-Voting Preferred Stock, convertible 10-to-1 into common, protected from reverse splits, and paying 20 times a common share in a buyout or liquidation. It also engaged Zarvic Brothers (Rochester, NY) for advice on mergers and acquisitions, debt restructuring and strategy. Issuing this class would likely dilute common holders (inference).
The company reported unwinding a conversion of a $30,000 note from December 2010 (3% interest) that had been converted into 1,000,000 shares (5,000 post-split) on December 15, 2013. Because of the change in capital structure the agreement could not be executed, so the conversion was rescinded and the company took the debt back. This follows the October 2013 rescission of the larger note conversion.
On July 31, 2014 the company signed a senior secured revolving credit facility of up to $5,000,000 with TCA Global Credit Master Fund, LP, with an initial draw of $200,000 less expenses (net expenses $109,000, of which $80,000 went to resolving corporate debt). The facility is secured by company assets and receivables, and the lender can convert debt into shares at 85% of the lowest recent average price only after an event of default. Proceeds are meant for the fuel cell commercialisation plan.
On April 9, 2014 the company agreed with Kodiak Capital Group, LLC to a possible funding line of up to $10,000,000, usable only after a Form S-1 registration statement becomes effective, with shares sold to Kodiak at 75% of the lowest closing bid over five trading days. Kodiak got 1,500,000 restricted shares as a commitment fee plus a $15,000 document fee. The board also raised authorized common shares to 1,400,000,000, and the filing says the $250,000 acquisition debt remains, held by Dr. Berry as a 0% convertible debenture payable on demand. Discounted share sales and the larger authorized count point to potential dilution (inference).
Another amendment (No. 3 to the August 2013 acquisition report, filed March 2014) to add Global Energy Innovations financial statements. It repeats the deal terms ($250,000 cash, 15,000,000 shares, 2,500 super-voting preferred, 10-year royalty) and the fuel cell business description, including the expectation of full commercial operations in 2014. It also notes post-split share counts (15,000,000 = 75,000 post-split), which implies a reverse split. The financial figures were not in the portion provided.
Amendment No. 4 repeats the auditor change disclosure (going-concern paragraph in the 2012 and 2011 audit reports, no disagreements, Manning Elliot LLP engaged January 1, 2014) with a corrected reference to Manning Elliot, and attaches a new De Joya letter dated February 24, 2014 agreeing with the statements. No new substance beyond that, and it closes out this series of amendments.
Amendment No. 3 on the auditor change now discloses that De Joya Griffith's audit reports for fiscal 2012 and 2011 carried a going-concern explanatory paragraph (doubt about the company's ability to continue). It reports no disagreements, and De Joya's letter agreeing with the statements is attached. This corrects the earlier wording, which said the reports were not modified as to uncertainty.
A further amendment on the same auditor change (De Joya Griffith out, Manning Elliot LLP in) with one added sentence saying an earlier 8-K/A from 12/27/2013 'highlighted areas of on-going concern as a Company'. No disagreements with De Joya are reported, and the exhibit is again the company's own letter, not a confirmation from De Joya.
A repeat of the auditor change report (De Joya Griffith resigned December 18, 2013; Manning Elliot LLP engaged effective January 1, 2014), now adding wording that De Joya's opinions were not adverse or qualified, and attaching a letter from the company to De Joya. It still says there were no disagreements with De Joya.
The company reported that its auditor De Joya Griffith LLC resigned on December 18, 2013 and that the board approved Manning Elliot LLP as the new auditor effective January 1, 2014. The filing states there were no disagreements with De Joya; De Joya's confirming letter was still to come in a later amendment.
Amendment No. 3 to the August 2013 acquisition report again adds financial statements for GEI and repeats the same deal terms and fuel cell business description, with a changed website address (geiglobal.com). The financial figures were not in the portion provided. This completes the amendment series without changing the deal terms shown.
Amendment No. 2 to the August 2013 acquisition report was filed to add financial statements for GEI, and the company says a further amendment with pro forma financials and management's discussion will follow. The filing now shows the company name as GEI Global Energy Corp. (formerly Suja Minerals, Corp.). The deal terms and business description are repeated from before; the financial figures were not in the portion provided.
On October 4, 2013 the board rescinded the earlier conversion of $119,929.52 of notes into 19,987,142 shares, so the company still owes the notes and those shares will not be issued. This reverses part of the August 2013 share issuance, which means no dilution from that conversion but the debt stays on the books.
Amendment No. 1 to the August 2013 acquisition report repeats the GEI deal terms and adds Form 10-style business disclosure, stating the company designs and makes fuel cell systems, and says it expects full commercial operations in 2014 (a company expectation, not a result). The filing says the deal was accounted for as a recapitalization and that the company does not believe it was a shell before closing.
The company (then named SUJA Minerals, Corp.) reported that on August 15, 2013 it bought 100% of Global Energy Innovations, Inc. (GEI), a Michigan fuel cell maker, for $250,000 cash, 15,000,000 existing common shares delivered by certain shareholders, 2,500 Series A super-voting preferred shares, and a 10-year royalty (2.5% on sales up to $100 million a year, 1.5% above that) to GEI founder Dr. K. Joel Berry. The preferred shares give Dr. Berry 50.00% of total voting power, so control passed to him and he became a director and CEO. Also reported: 10,000,000 shares held by Hemisphere West Co, Ltd were cancelled to ease the change of control, and $119,929.51 of notes were approved for conversion into 19,987,142 shares. This replaces the earlier tiny-loss shell filings with a fuel cell business, not oil and gas, and existing shareholders face dilution and a loss of control.
