Past year: ▼ 100%(0.00c – 0.01c USD)
Each one in plain English, with the numbers worked through for a shareholder.
15 Jan 2016auditor change● Neutral
This amendment repeats the auditor-change report (Q Accountancy Corporation dismissed and RBSM LLP hired on October 29, 2015) word for word. Its stated purpose is to add Exhibit 16.1, the former auditor's letter, which was left out of the original. It contains no new information. (The explanatory note refers to an original filed '1.14.15', which appears to be a typo for 2016, an inference.)
14 Jan 2016auditor change● Neutral
The company said it dismissed its auditor, Q Accountancy Corporation, on October 29, 2015 and hired RBSM LLP the same day. Q Accountancy's reports on 2012 and 2013 carried a going-concern warning, it issued no report on 2014, and the filing reports no disagreements. The filing is dated January 2016 and the company's address is now Dallas, Texas, with Brian Ladin as president and CEO; these are changes from the San Francisco address and the Draper-era leadership in earlier filings. The exhibit letter from the old auditor was left out of this filing.
27 Feb 2014material agreement● NeutralMajor
On February 20, 2014 the company's subsidiary Deep Core Barbados agreed to buy all of New Horizon Exploration, Inc. from Greg Boyles of Houston. New Horizon holds a 13% interest in the La Maye Block in Colombia, where the company already holds 25%, so a completed deal would raise its stake there. The price is $800,000, less a $200,000 holdback and $404,890.46 of New Horizon debt that Deep Core pays directly, and it can be cut further if New Horizon's debts exceed set limits. Closing depends on Colombian hydrocarbons agency (ANH) approval and other conditions, and the agreement ends if ANH approval is not notified by April 15, 2014 or the deal has not closed by April 30, 2014, unless extended.
3 Dec 2013financial restatement▼ BadMajor
The company said its 2012 and 2011 financial statements and its June 2013 quarterly report should no longer be relied upon. The errors were in how non-cash oil and gas property costs and related liabilities were shown in the cash flow statements, plus an accrued liability at June 30, 2013 that should have been shown as a note payable. The CFO concluded this on October 16, 2013 (and November 12 for the reclassification) after SEC staff comments, and the company is filing amended reports. Shareholders should treat the earlier figures as superseded.
3 Dec 2013asset acquisition disposition▼ Bad
This amendment, filed after SEC review comments, repeats the August 2013 Deep Core sale report and adds pro forma financial statements. The pro forma figures show a loss on the sale of $8,271,133 for the six months to June 30, 2013 and $12,947,956 for the year 2012, and total liabilities falling from $8,254,308 to $3,025,886 as of June 30, 2013. The deal terms themselves are unchanged.
29 Aug 2013asset acquisition disposition● NeutralMajor
On August 28, 2013 the company sold all of Deep Core Inc., which holds the 50% Morichito Block interest in Colombia, to Black Energy Oil & Gas Corp. for $1.5 million in cash, with Black Energy also assuming $6 million of existing liabilities and all future Deep Core liabilities. The company keeps a 15% participation interest in Morichito through Deep Core Barbados, held in trust by Black Energy until Colombia's hydrocarbons agency (ANH) approves the transfer. Black Energy must fund exploration there up to $10 million, and the company has a right of first refusal on any resale. The sale reverses the earlier build-up of the Morichito position, leaving the company with a minority stake.
15 Feb 2013capital raising announcement▼ BadMajor
On February 13, 2013 the company sold one investor a $1,000,000 15% convertible debenture due in three years, plus five-year warrants for 2,000,000 shares at $0.60. The debenture converts at $0.50 per share, below the $0.60 conversion price of the 2012 debentures, and the interest rate is higher. The investor also gets the right to appoint 3 directors as the board grows to 7 members. The subsidiaries guarantee repayment. Shareholders face more debt, more potential dilution and a shift in board control.
12 Dec 2012capital raising announcement▼ BadMajor
On December 6, 2012 the company sold one investor a $500,000 6% senior convertible debenture due in three years, plus five-year warrants for 833,333 shares at $0.85. It has the same terms as the August 2012 debenture: conversion at $0.60 per share, interest rising to 12% and 15% if the $6,000,000 public offering and Nasdaq listing targets are missed, subsidiary guarantees, and a registration statement due within 45 days. This adds to the debt and potential dilution from August.
4 Sept 2012capital raising announcement▼ BadMajor
On August 29, 2012 the company sold two investors a $1,000,000 6% senior convertible debenture due in three years, plus five-year warrants for 1,666,667 shares at $0.85. The debenture converts at $0.60 per share, and the interest rate rises to 12% if a public offering of at least $6,000,000 isn't completed by December 31, 2012, and to 15% if the stock isn't listed on Nasdaq by January 15, 2013. The subsidiaries (Deep Core Inc., DCX S.A.S., Deep Core (Barbados) Inc.) guarantee repayment. This is the company's first new borrowing since the Deep Core notes were converted to equity in May 2012. If converted and exercised, it would dilute existing shareholders. A resale registration statement is due within 45 days.
18 June 2012capital raising announcement● Neutral
On June 12, 2012 the company sold 416,666 shares at $0.60 each to a non-U.S. investor for $250,000, along with a five-year warrant for 104,167 shares at $1.25. The company must register the shares for resale within 150 days. This is a small raise that slightly dilutes existing shareholders.
What it means for a shareholder
416,666 new shares at $0.600 to raise about $250,000. That's 0.597% dilution: every existing holder's slice gets 0.597% smaller. If you held $1,000 of shares (1,667 at the issue price), your slice goes from 0.0024% to 0.00239% of the company. To keep it you'd need 10 more shares - about $6 at the issue price.
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17 May 2012asset acquisition disposition● NeutralMajor
On May 15, 2012 the La Maye purchase closed, giving the company a 25% participating interest in the La Maye Block (about 68,302 gross acres in Colombia's Lower Magdalena Basin); an exploration well, Noelia-1, drilled in October 2009 is awaiting testing. On the same day DCX withdrew from the SSJN-5 contract with SK Innovation and Petroamerica International, handing over its 25% interest subject to approval by the Colombian hydrocarbons agency (ANH). DCX also agreed to indemnify SK and PIC for past obligations for six months. The attached press release says the exit was to focus on lower-risk opportunities and that the Morichito-5 discovery well was declared commercially viable.
11 May 2012material agreement● Neutral
This amendment only adds the Petro Vista Share Purchase Agreement as an exhibit to the May 10 report; the filing states no other changes were made.
10 May 2012material agreement● NeutralMajor
On May 4, 2012 Deep Core agreed to buy Petro Vista Energy Colombia (Barbados) Corp., which owns a 25% interest in the La Maye Block in Colombia, from Petro Vista Energy Holdings (Barbados) Corp. Payment is $1.00 in cash, a $75,000 final payment and release under an earlier December 2011 agreement, and assumption of the remaining acquisition costs for the interest. This follows up on the La Maye negotiations mentioned in the Deep Core deal. Closing was still subject to conditions.
4 May 2012asset acquisition disposition● NeutralMajor
On May 3, 2012 the company (a shell company that had earlier left the film business) acquired Deep Core, Inc., a Cayman Islands company, and changed its business to oil and gas exploration in Colombia through Deep Core's 99.68%-owned subsidiary DCX S.A.S. DCX holds a 50% working interest in an E&P contract including the Morichito Block, and Deep Core was negotiating for a 25% interest in the La Maye Block. The company issued 250,000 shares for Deep Core and 8,574,042 shares on conversion of Deep Core notes ($3,365,000 raised) at $0.40, sold 500,000 shares for $200,000, and director David Choi cancelled 9,324,042 shares, leaving 69,376,000 shares outstanding. Officers Grant Draper and Anthony Ives also run Deep Core, so the filing calls it a related-party transaction.
14 Oct 2009auditor change▼ Bad
This amendment to the August 2009 auditor change adds that the PCAOB (the audit regulator) had revoked Moore & Associates' registration, and that Seale and Beers will do a full re-audit for the company's next filing. The company could not obtain an updated letter from Moore. This continues the auditor change thread.
13 Aug 2009auditor change● Neutral
Swinging Pig Productions (the company's name at the time, later Heavy Earth Resources) dismissed its auditor Moore & Associates Chartered on August 6, 2009 and hired Seale and Beers, CPAs. The filing says Moore's reports had no adverse opinion but carried a going concern qualification (a warning about the company's ability to keep operating), and that there were no disagreements with Moore.
