Each one in plain English, with the numbers worked through for a shareholder.
19 June 2015asset acquisition disposition● Neutral
This amendment supplies the audited TEG financials for 2014 and 2013, pro forma figures and a reserve report for the TEG acquisition closed in February 2015. Independent engineers estimate proved reserves of 3,344,796 net barrels at the Tapia and Eureka fields as of December 31, 2014, with a pre-tax PV10 of about $84.1 million, at $92.28 per barrel, of which only 239,243 barrels are developed and producing. TEG's 2014 output was 70 barrels a day (117 in 2013) against average lifting costs of $60.05 per barrel and a sales price of $87.37; the filing warns that the steep oil price decline since the second half of 2014 could cut reserves at year-end 2015. It also discloses a 2.5% or 3.5% overriding royalty granted in January 2015 to a secured convertible note holder, accounted for as debt. The auditor's going-concern wording on TEG was cut off in the text provided.
On April 28, 2015 management concluded the financial statements for the year ended August 31, 2014 and the quarter ended November 30, 2014 can no longer be relied on, because of an accounting error on derivative liabilities from two convertible notes (a $350,000 note from June 2014 and a $25,000 note from November 2014) with price-reset features. Restated net loss will be $1,729,132 for FY2014 (up $32,896) and $1,648,262 for the November 2014 quarter (up $18,827); the figures are not final. This concerns the reset-feature notes flagged earlier as a dilution risk.
On March 18, 2015 the company agreed with Bank of the West and Sefton to take on the TEG bank loan, which stood at $4,008,083.99 as of that date; Sefton and its affiliate TEGMC are released as borrowers. The company paid $400,000 to the bank by March 23 and issued Sefton a $400,000 note (6% simple interest, due March 18, 2018 or earlier if the bank's forbearance expires), which is pledged to the bank as security. In return Sefton will give back the 5,000,000-share warrant and 1,500,000 of the 3,000,000 shares issued for TEG, which reduces the dilution from the February deal. The filing does not say how the $400,000 payment was funded.
9 Feb 2015asset acquisition disposition● NeutralMajor
On February 3, 2015 (effective February 1) the company closed the purchase of TEG Oil & Gas U.S.A., Inc. from Sefton Resources for $1.00 in cash, 3,000,000 new shares and a five-year warrant for up to 5,000,000 shares at $0.25. This completes the TEG/Tapia deal that had been pending since the 2014 loans, and TEG is now a wholly-owned subsidiary. Separately, auditor L.L. Bradford resigned (it said it was discontinuing public company audit work) and RBSM LLP was engaged for the year ending August 31, 2015; Bradford's report on the year to August 31, 2014 carried a going-concern doubt.
Now named Hawker Energy, Inc., the company waived all the conditions on the 33,000,000 milestone shares owed to Katic and Moore and authorized issuing the full amount at once (16,500,000 each), instead of as acquisitions were completed. Of these, 19,000,000 are held in escrow: 10,000,000 to be released when the TEG Oil & Gas (Tapia Field) deal completes and 9,000,000 on completing any one of several listed oil-field transactions by December 31, 2017. The filing says this is meant to simplify the share structure and help raise capital; for other shareholders it means 14,000,000 of the shares are issued immediately and the full 33,000,000 is now fixed regardless of acquisitions. This resolves the earlier milestone-share thread, with the escrow still tied to deals.
11 July 2014asset acquisition disposition● Neutral
This amendment supplies the financial statements and pro forma figures for the 12.8% DEEP Lease interest bought on May 15, 2014, which brought SCNRG to 100%. For the year to Aug 31, 2013 that interest had oil revenues of $15,535 and a net loss of $3,781. It adds no new transaction and closes the promised paperwork for that purchase.
On July 7, 2014 the company gave director and CEO Darren Katic a $190,000 demand note (10% interest) covering advances he made on May 1, May 15 and June 25, 2014. It also filed the amended Oceanside $350,000 note as an exhibit, and issued 738,000 units at $0.10 on July 1 (700,000 to cancel $70,000 of debt, 38,000 for $3,800 cash). This adds insider debt and more dilution.
The Oceanside note was replaced by a $350,000 amended note (12%, convertible at $0.10, and the conversion price drops automatically if the company later sells shares at a lower price), still secured on all company assets and meant only to fund advances to TEG. The TEG loan was enlarged to up to $1,500,000 ($912,305.69 advanced) and extended to December 29, 2014, with Tapia's option to buy into the TEG assets extended to June 27, 2015 at $68,750 per 1% (up from $59,171.60). The company also issued 550,000 units at $0.10 to cancel $55,000 of debt. This deepens the company's exposure to the TEG deal and the price-reset feature adds dilution risk.
5 June 2014capital raising announcement● NeutralMajor
The company's new subsidiary Tapia Holdings agreed to lend TEG Oil & Gas up to $1,000,000 (3% interest, second-ranking security, due July 31, 2014; $552,305.69 already advanced) as part of a proposal to acquire a majority interest in TEG's assets, which still needs a vote by Sefton shareholders. To fund this, the company issued a $250,000 secured convertible note to Oceanside Strategies (12% interest, convertible at $0.10 per unit with a half-share warrant at $0.25, secured on all company assets), and also a $50,000 12% convertible note convertible at $0.10 per share. This moves the TEG/Tapia Field deal from the milestone-share list toward a concrete step, and adds secured debt and potential dilution.
20 May 2014asset acquisition disposition▲ GoodMajor
On May 15, 2014 SCNRG paid $125,000 to exercise its option and buy the remaining roughly 13% of the DEEP Lease from SAL Energy and TEN-ONE, taking it to a 100% working interest (the 20.9% ORRI and 40% NPI still apply); SAL Energy keeps operating until SCNRG qualifies as operator. This completes the option held since the February purchase. Separately, the company sold 300,000 units at $0.10 for $30,000 on May 8 and granted five people options on 5,950,000 shares at $0.10 (including 600,000 to Katic and 1,000,000 to Andersen), adding dilution. Financial statements for the purchase are promised by amendment.
On April 9, 2014 the company closed another private placement of 3,649,720 units at $0.10: 2,206,000 sold to twelve investors for $220,600, and 1,443,720 issued to four creditors to cancel $144,372 of debt. Each unit has a share and a half-share warrant at $0.20, expiring in five years. Insiders took part, including Katic (684,910 units for debt cancellation) and Smed Capital (linked to Andresen, 250,000 units for $25,000). This continues the series of unit financings and adds dilution.
This amendment adds audited and unaudited financial statements and pro forma figures for the 20.5% DEEP Lease interest bought on February 4, 2014, bringing SCNRG's interest to 87.1808%. For the year to Aug 31, 2013 that interest had oil revenues of $24,857 and a net loss of $6,049. It also says Caleco will keep operating under a transition agreement if the remaining 12.892% is bought. It adds no new transaction.
6 Feb 2014asset acquisition disposition● NeutralMajor
On February 4, 2014 SCNRG exercised part of its option, paying $200,000 for about another 20.5% of the DEEP Lease, taking its interest to roughly 87%. A further $125,000 option on the remainder is still held, and SAL Energy will operate until SCNRG qualifies as operator. Separately, on January 31 the company sold 1,175,000 units at $0.10 (950,000 for $95,000 cash; 225,000 to two creditors to cancel $22,500 of debt, including $15,000 owed to Andresen), each with a half-share warrant at $0.20. This continues the DEEP Lease build-up and the unit financings.
16 Jan 2014capital raising announcement● NeutralMajor
On January 10, 2014 the company closed a private placement of 3,600,000 units at $0.10 each to seven investors for $360,000. Each unit has one share plus a warrant for half a share at $0.20, expiring in five years. Insiders and large holders took part: Katic $38,000, Manhattan Holdings $90,000, Tywoniuk $50,000. This is new cash for the company, with dilution from the shares and warrants.
What it means for a shareholder
3.6m new shares at $0.100 to raise about $360,000. That's 4.5% dilution: every existing holder's slice gets 4.5% smaller. If you held $1,000 of shares (10,000 at the issue price), your slice goes from 0.0132% to 0.0126% of the company. To keep it you'd need 474 more shares - about $47 at the issue price.
7 Jan 2014asset acquisition disposition● NeutralMajor
On January 1, 2014 the company exercised its option and bought all of Hawker Energy, LLC from Darren Katic and Charles Moore for 1,500,000 shares each (3,000,000 total), raising shares outstanding from 25,961,983 to 28,961,983. Up to 33,000,000 more shares could go to them if the company acquires certain assets (California Oil Independents, South Coast Oil Huntington Beach, Midway-Sunset Lease interests, TEG Oil & Gas, PRC 145.1 Lease rights, PRC 427 Lease rights). This resolves the October option and expands the possible milestone shares versus the October terms (which listed 16M), so potential future dilution is larger.
This amendment adds the audited financial statements of SCNRG for the years ended August 31, 2013 and 2012, plus unaudited pro forma combined figures, to the October SCNRG acquisition report. The statements show SCNRG with oil revenues of $80,792 and a net loss of $41,991 for the year to Aug 31, 2013 (versus revenues of $83,599 and a loss of $13,136 the year before), and total members' equity of negative $1,226. It adds no new transaction.
30 Oct 2013asset acquisition disposition● NeutralMajor
On October 25, 2013 the company (still Sara Creek Gold Corp.) closed the purchase of SCNRG, LLC, paying 14,000,000 shares to Darren Katic, Manhattan Holdings and Gerald Tywoniuk. SCNRG owns two-thirds of the DEEP Lease (40 acres in the Midway-Sunset field, five producing wells averaging 4 barrels a day, about $145,000 gross revenue over 12 months to Aug 31, 2013) and an option to buy the other third for $325,000. Katic becomes CEO, CFO, President and director while Andresen steps down from those roles but stays Secretary and director. This resolves the September agreement; the 14M new shares dilute existing holders.
On October 15, 2013 the company got an option, exercisable until December 1, 2013 unless extended, to buy all of Hawker Energy, LLC from Darren Katic and Charles Moore for 3,000,000 shares. Further shares could go to the sellers if Hawker acquires certain assets: 2,000,000 each for the Monroe Swell Field (California Oil Independents) and a South Coast Oil Huntington Beach participation, 5,000,000 for the Midway-Sunset Lease interests, and 7,000,000 for assets related to the PRC 145.1 Lease. Katic is also a member of SCNRG, the DEEP Lease company in the September deal. The name Hawker appears here, and this sets up the later company name.
On September 18, 2013 the company agreed to acquire all membership interests of SCNRG LLC, which owns a two-thirds interest in an oil-producing property called the DEEP Lease, for 14,000,000 company shares. Closing is subject to conditions and expected in the third quarter of 2013. This continues the move into oil and gas, and the share issue would increase the number of shares outstanding.
23 July 2013asset acquisition disposition● NeutralMajor
On July 18, 2013 the company, still named Sara Creek Gold Corp., acquired a 2% working interest in the DF#15 oil well in the Sawtelle Field from Ryan Bateman, effective June 30, 2013, paying 2,500,000 shares (500,000 shortly after, 2,000,000 on January 1, 2014). The filing says this ended its status as a shell company, so the company is now moving into oil and gas. It also issued 1,180,000 shares to six investors to settle $59,000 owed on a convertible note, now paid in full. Kristian Andresen signs as CEO, replacing Pomerleau in that role. There is no mention of the Orion deal in this filing.
The company says its former auditor (Davis Accounting Group, later Etania) was not licensed in Utah when it signed the audit reports on the 2010 and 2009 annual reports, and the SEC told the company those financial statements are therefore not considered audited. It will amend the 10-K to remove the audit report and plan to have L.L. Bradford audit them and file a further amendment. This explains the February 2011 auditor change and is bad news for the reliability of past filings.
On February 14, 2011 the company dismissed Etania Audit Group and hired L.L. Bradford as its auditor; Etania's report on the year ended August 31, 2010 carried a going concern qualification. The filing also says the board approved a 30-for-1 reverse split of its shares, effective in the market February 8, 2011, with authorized shares unchanged at 750,000,000. Each 30 old shares became one new share.
The Orion deal missed its November 15, 2009 closing date, so the company and Orion extended closing to December 31, 2009 or another agreed date. The Kapelka option was also amended so the monthly exploration spending starts January 6, 2010 instead of November 15, 2009, with the US$6,500,000 total and September 30, 2011 deadline unchanged. This delays the transaction announced in October.
Sara Creek Gold agreed on September 30, 2009 to buy one share representing 50% of Orion Resources, N.V. (Suriname) for $2,000,000, closing scheduled for November 15, 2009. Orion holds two exploration concessions of 56,920 hectares. On October 5 it also took an option from Kapelka Exploration to buy the one Orion share Kapelka holds (100% of Orion), exercisable by September 30, 2011 by spending US$6,500,000 on exploration (at least $250,000 a month from November 15, 2009) and issuing 12,000,000 restricted shares to Kapelka's shareholders. This starts the company's move into gold exploration.
Now named Sara Creek Gold Corp. and based in Las Vegas, the company dismissed Seale and Beers on September 29, 2009 and engaged Davis Accounting Group, so its second auditor change in under two months. The filing says Seale and Beers issued no report on the company's financial statements and that there were no disagreements.
This amends the August 2009 auditor-change report. It adds that the US audit regulator (the PCAOB) revoked the registration of the dismissed auditor, Moore & Associates Chartered, on August 27, 2009 for rule violations and for not cooperating with an investigation. The company could not get the required letter from Moore & Associates.
Director Richard Pak, formerly the company's President, CEO, CFO, Secretary and Treasurer, agreed on August 28, 2009 to sell all 2,000,000 of his shares to Jean Pomerleau for $20,000, with closing due by September 10, 2009. Pomerleau, already the company's President, CEO, CFO, Secretary, Treasurer and a director, would then hold about 67% of the shares, a change in control of the company.
The company, which this filing names Uventus Technologies Corp. (based in Seoul, Korea), dismissed its auditor Moore & Associates Chartered on August 7, 2009 and hired Seale and Beers, CPAs. The filing says there were no disagreements with the old auditor, though its report on the year ended August 31, 2008 carried a going concern qualification (a warning about the company's ability to keep operating).
