27 July 2009listing compliance notice▼ BadMajor
GSV INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 June 2009material agreement▼ Bad
The D. Emerald $200,000 8% convertible note was extended again, to July 10, 2010, with conversion at $0.70 per share until then; the warrant for 1,142,857 shares was extended to May 10, 2010. Accrued interest was $93,866 at May 10, 2009, and the interest calculation was changed so interest now accrues on previously accrued interest (compounding), which is new. Polystick's guarantee and pledge of 200,000 Series B shares continue.
21 Apr 2009material agreement● Neutral
Brooks Station extended the restated note from March 1, 2009 to September 1, 2009 and waived claims over the missed date. GSV paid $10,000 of principal, leaving $140,000, with $15,878 of accrued interest as of March 1, 2009. The security interest on GSV's assets continues.
20 Oct 2008material agreement● Neutral
Brooks Station extended the note, now restated as a substitute note with $160,000 principal, from September 1, 2008 to March 1, 2009 and waived claims over the missed date. GSV paid $10,000 of principal, leaving $150,000, with $28,933.33 of accrued interest at September 1, 2008. The security interest on GSV's assets continues.
2 July 2008material agreement● NeutralMajor
Two deals. GSV's subsidiary Cybershop (which took over Polystick's rights in 2003) amended a 1999 acquisition agreement with B & L Oil and Randall Petroleum: the back-in after payout owed to B & L and Randall is ended, and each of B & L, Randall and GSV gets an undivided one-third right to participate in prospects in the HLM Project in Liberty and Montgomery Counties, Texas (with four named exclusions). Separately, the Emerald $200,000 8% convertible note was extended to July 10, 2009 (conversion at $0.70 until then, $64,000 interest accrued at May 10, 2008) and the warrant to May 10, 2009; Polystick guarantees it and has pledged 200,000 Series B shares to Emerald, which is new compared with earlier extensions.
17 Mar 2008material agreement▲ Good
Brooks Station extended the July 2003 note from March 1, 2008 to September 1, 2008 and waived claims over the missed date. GSV paid $10,000 of interest and $20,000 of principal, reducing principal to $160,000 and accrued interest to $22,533.33. Continues the gradual paydown begun in September 2007.
11 Jan 2008material agreement● NeutralMajor
GSV restructured its $356,249.04 note to 116 Newark Avenue Corp (the January 2006 lease settlement note): it will pay accrued interest, then repay the principal in 24 monthly installments of $14,843.71 from January 2008, with maturity moved to December 20, 2009 and no interest unless a payment is over ten days late (then 7%). Polystick's guarantee and pledge of 356,249 Series B shares remain. Separately, GSV signed a consulting agreement with director Sagi Matza (the Polystick designee) at $8,000 per month.
7 Sept 2007material agreement▲ Good
Brooks Station extended the July 2003 note from September 1, 2007 to March 1, 2008 and waived claims over the missed date. For the first time in this series GSV paid down principal: $20,000 of principal plus $20,000 of interest, leaving $180,000 principal and $25,333.33 accrued interest.
8 May 2007material agreement● Neutral
GSV and D. Emerald Investments extended the $200,000 8% convertible note from January 10, 2008 to July 10, 2008, with conversion at $0.70 per share available until July 10, 2008. The 1,142,857-share warrant at $0.70 was extended from May 10, 2007 to May 10, 2008. This continues the yearly Emerald extensions.
9 Mar 2007material agreement● Neutral
Brooks Station extended the $200,000 July 2003 note (8%, secured on all assets) from March 1, 2007 to September 1, 2007 and waived claims over the missed March 1 date. Another in the series of extensions; no new payment is mentioned beyond the earlier $20,000 of interest.
21 Sept 2006material agreement● Neutral
Brooks Station again extended GSV's overdue $200,000 July 2003 note (8%, secured on all assets), this time from September 1, 2006 to March 1, 2007, and waived claims over the missed date. This continues the repeated extensions; the filing states $20,000 of interest had been paid earlier, with no new payment mentioned.
21 July 2006auditor change● Neutral
GSV dismissed its auditor Comiskey & Company on July 18, 2006 and hired UHY LLP of New Haven, Connecticut. The filing says Comiskey's reports for the past two years carried no adverse opinion but did include a going-concern doubt, and that there were no disagreements with Comiskey.
13 July 2006material agreement● Neutral
GSV and D. Emerald Investments extended the $200,000 8% convertible note again, moving maturity from May 10, 2007 to January 10, 2008. The $0.70 conversion right now runs to May 10, 2007, and the 1,142,857-share warrant term was extended to May 10, 2007.
23 Mar 2006material agreement● Neutral
Brooks Station extended the remaining $200,000 July 2003 note (8%, secured on all assets, $42,700.16 accrued interest) from March 1 to September 1, 2006 and waived claims over the missed date. GSV paid $20,000 of the accrued interest at signing.
5 Jan 2006capital raising announcement▼ BadMajor
GSV settled and ended the lease on its former Jersey City offices with 116 Newark Avenue Corporation, paying $70,000 cash, issuing a $356,249.04 note (7%, due November 29, 2007), issuing 200,000 Series C preferred shares and covering $10,000 of legal fees. Polystick guaranteed the note and pledged 356,249 of its Series B shares as security. The new Series C preferred has a $1.00 per share liquidation preference over common stock and converts one-for-one into common.
31 Aug 2005material agreement● Neutral
Brooks Station extended GSV's July 2003 note ($200,000 principal, $33,841.10 accrued interest, 8%, secured on all assets) from September 1, 2005 to March 1, 2006 and waived claims over the missed date. GSV repaid the separate March 2004 note ($25,000 plus $2,909.59 interest) at signing, leaving the one note outstanding.
8 July 2005material agreement● Neutral
GSV and D. Emerald Investments extended a $200,000 8% convertible note by a year to May 10, 2007, with conversion at $0.70 per share now available until May 10, 2006. The related warrant for 1,142,857 shares at $0.70 was extended to May 10, 2006.
15 Mar 2005material agreement● Neutral
Brooks Station again extended GSV's overdue notes, pushing two notes (total $225,000 principal, 8%, secured on all assets) from March 1 to September 1, 2005 and waiving claims over the missed date. GSV repaid a third note ($25,000 principal plus $2,147.95 interest) at signing.
1 Oct 2004material agreement● Neutral
Brooks Station Holdings, which holds three GSV notes totalling $250,000 at 8% secured on all company assets, agreed to extend their maturity and waive claims over GSV's failure to repay on time. The filing says the new date is 'March 1, 2004', which is earlier than the original September 1, 2004 date and looks like a typo for 2005 (inference). This continues the debt that began with the Series A redemption note.
21 July 2003business combination▼ BadMajor
The Polystick deal closed: GSV acquired Polystick's oil and gas subsidiary (via merger) in exchange for 4,500,000 common shares and 1,500,000 Series B preferred shares, giving Polystick and its owners about 79.3% of the common stock on an as-converted basis. This is the control change foreshadowed by the April term sheet; existing holders are heavily diluted. GSV also redeemed all Series A preferred for $400,000.70 ($200,000.70 cash, the rest a note secured by all company assets), and the filing says Polystick's Sagi Matza joined the board.
9 Apr 2003asset acquisition disposition● NeutralMajor
GSV signed a non-binding term sheet to buy all oil and gas properties owned by Polystick for stock valued at $2.65 million: 4,500,000 common shares at $0.25 and 1,500,000 Series B convertible preferred shares. Polystick, already holding 32.2% of GSV's common stock from the 2002 deal, would get the right to elect up to three directors; closing needs due diligence, a definitive agreement and first repurchasing or redeeming the existing Series A preferred.
12 Aug 2002asset acquisition disposition● Neutral
GSV filed the financial statements for the Polystick wells bought in the May 2002 deal: net revenue after production taxes was $311,324 for the ten months to Dec 31, 2001 and $228,147 for the five months to May 31, 2002 (unaudited). The notes say the interest acquired is 0.027778% in two wells in Assumption Parish, Louisiana, and the consulting agreement runs one year at $150,000 a year; pro forma figures are also included.
5 June 2002asset acquisition disposition● NeutralMajor
GSV signed an agreement with Polystick U.S. Corp. to buy working interests in two Louisiana gas wells for $550,000 cash and 850,000 shares of GSV common stock. GSV also got an option (with a right of first refusal) on other Polystick oil and gas properties and signed a consulting agreement with Polystick to help it pursue new oil and gas opportunities.