Ignis Petroleum Group, Inc.

Ignis Petroleum Group, Inc. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On July 18, 2008 Ignis and YA Global (formerly Cornell Capital) agreed that YA Global will hold off on its remedies for Ignis's failure to register shares underlying the convertible debentures, from July 17, 2008 to January 5, 2009. Ignis will pay $55,000 a month starting in August, and the fixed conversion price on the three debentures ($2,500,000, $1,500,000 and $1,000,000 originals, issued in 2006) is cut to $0.03. This continues the open Cornell registration thread, which the company evidently did not fulfil, and the very low conversion price implies (inference) very heavy dilution risk for shareholders.

material agreement

On December 21, 2007 Silver Point removed Ignis as manager (B Manager) of Ignis Barnett Shale, LLC, which automatically ended the services agreement under which Ignis was paid $50,750 a month for the first 12 months and $43,250 a month after. The LLC agreement itself stays in effect unchanged. This ends Ignis's day-to-day role on the St. Jo Ridge assets and that management fee; the filing does not say what happens to Ignis's contingent share of distributions. The filing is signed by Geoff Evett as President and CEO, whereas Michael Piazza held that role in earlier filings.

material agreement termination

The Anadarko Liberty Hills purchase ended on its own terms on September 28, 2007 because Ignis could not finalize the funding needed by the closing deadline. The filing says all obligations ended and no material penalties were incurred, so the acquisition announced three weeks earlier did not happen.

material agreement

This amendment restates the August 2007 non-reliance notice to name which reports cannot be relied on: the June 30, 2006 annual report and the quarterly reports for March 31, 2006, September 30, 2006, December 31, 2006 and March 31, 2007. It resolves the May 2007 open question of whether later quarters were affected, and the company plans amended filings after the Hein re-audit.

financial restatement

On September 6, 2007 Ignis's wholly owned subsidiary Ignis Louisiana Salt Basin agreed to buy Anadarko's Liberty Hills prospect interests in Bienville Parish, Louisiana (over 11,900 gross acres, one producing gas well, Martin Timbers 9-1) for $3,000,000 cash, with closing due by September 28, 2007. Financing and due diligence were still being finalized, and the press release calls it the largest acquisition in the company's history.

material agreement

On August 14, 2007 management concluded the March 2006 quarter errors were big enough to require restating the audited year ended June 30, 2006, so the 2006 annual report and later 2006 interim reports should not be relied on. Hein and Associates is re-auditing that year and the company plans an amended annual report. This widens the May 2007 restatement thread beyond one quarter.

financial restatement

On May 15, 2007 new auditor Hein told Ignis that the quarter ended March 31, 2006 must be restated, so that 10-QSB can no longer be relied on. The errors: the Cornell warrant liability was not adjusted for market value changes (understated by $330,000), two stock issuances were not charged ($189,000 for 128,125 shares in August 2005 and $644,000 for 350,000 shares in October 2005), and depletion on the Acom A-6 property was miscalculated. Nine-month net loss moves from $2,617,423 to $3,773,507; revenue, total assets, cash flow and liquidity are unaffected. Management is checking whether later quarters through December 2006 also need restating. The company's address also moved to Plano, Texas.

financial restatement

On March 6, 2007 Petrofinanz lent Ignis another $400,000, bringing its loan to $1,000,000 at 10% interest. The maturity of the whole principal and all interest payments are pushed out to June 30, 2009, replacing the $30,000-a-month repayments from January 2007 set in August 2006. This continues the Petrofinanz loan thread and delays cash repayment.

debt financing

On November 15, 2006 the St. Jo Ridge purchase closed, funded by affiliates of Silver Point Capital through a new LLC agreement for Ignis Barnett Shale, which Ignis manages day to day. Silver Point funds 100% of the purchase price and approved future costs and gets its capital plus a specified return back first; after that Ignis can earn up to 50% of cash distributions if performance criteria are met, and Silver Point approves the budget and material decisions. The filing calls the subsidiary 'then wholly owned', so Ignis no longer owns it outright. The acquisition resolves the financing question from the September announcement, but Ignis's share of the economics is contingent.

material agreement

On September 27, 2006 Ignis's subsidiary Ignis Barnett Shale, LLC agreed to buy 45% of W.B. Osborn Oil & Gas Operations' and St. Jo Pipeline's interest in producing properties and a gas gathering system in the St. Jo Ridge Field, North Texas, for $17,600,000 plus $850,000 in 36 monthly installments of $23,611, plus a commitment to fund up to $5,000,000 of lease acquisitions over two years. Closing was planned for October 31, 2006 with a $50,000 deposit paid; the press release says Ignis was still negotiating financing. This is a new, much larger asset than the Gulf Coast prospects in the company's history.

material agreement

On August 1, 2006 the board approved indemnification agreements for directors Buschmann, Evett, Leopard and Piazza and advisors Stein, Kulpecz and Gittelman, covering legal expenses from their service. On August 28, 2006 Ignis restated its December 2005 Petrofinanz loan: Petrofinanz lends an additional $500,000 (on top of the original $100,000), interest becomes 10% from August 28, 2006, repayment of $30,000 a month runs from January 28, 2007 with the balance due February 28, 2008, and Petrofinanz may demand early repayment if Ignis raises over $1,000,000 in new debt or equity. This replaces the earlier $100,000 loan that was due June 20, 2006.

material agreement

On April 28, 2006 Cornell Capital advanced the last $1,000,000 of the 7% secured convertible debentures from the January 2006 deal, completing the $5,000,000. This tranche was originally due only after the registration statement took effect, so it was advanced early under an amended agreement. In exchange Ignis issued Cornell additional five-year warrants for 2,913,580 shares at $0.81 and 3,311,828 shares at $0.93, and must file a registration statement within five days of April 28 and use best efforts to have it effective within 130 days of filing. The extra warrants add to the dilution potential already created by the debentures (inference).

capital raising announcement

On March 14, 2006 the Ignis subsidiary signed agreements with Dragon Energy, Bayou City Exploration, Argyle Energy and Newton Properties confirming its right to earn a 75% working interest (52.5% net revenue interest) in the Barnett Crossroads Prospect in Escambia County, Alabama. Ignis pays 100% of test-well costs to casing point, plus either 100% of plugging costs or 75% of completion costs, and pays Dragon $10,000 a month to operate the well. This firms up the prospect that the Cornell financing was meant to fund.

material agreement

On January 5, 2006 the company agreed to sell Cornell Capital Partners $5,000,000 of 7% secured convertible debentures, of which $2,500,000 was paid immediately, $1,500,000 is due before a registration statement is filed and $1,000,000 after it is declared effective. The debentures mature in three years, are convertible into shares at the lesser of $0.93 or 94% of a recent low average price, and come with warrants for 3,086,420 shares at $0.81 and 2,688,172 shares at $0.93. Cornell gets a first-priority security interest in the company's assets, and officers Buschmann and Piazza pledged 3,820,000 and 500,000 of their shares. Conversion at lower prices could dilute shareholders (inference); the press release says the money funds the Barnett Crossroads and Crimson Bayou prospects.

capital raising announcement

Now named Ignis Petroleum Group, the company sold 3,000,000 units at $0.50 each ($1,500,000) to Petrofinanz GmbH, with $1,200,000 received and $300,000 due by September 30, 2005. Each unit was one share plus a warrant at $1.50 per share; the company said the money funds an upcoming well expected to start drilling in August. New shares increase the share count for existing holders.

capital raising announcement

The company gave notice of a board change following the May 2005 share sale and Ignis share exchange: Michael P. Piazza and Philipp Buschmann are to join Doug Berry on the board after a 10-day waiting period. Piazza is President and Buschmann is Chief Operating Officer; both also hold the same kinds of roles at Ignis, and there were 6,800,000 shares outstanding. Piazza is to get a $120,000 salary and Buschmann an intended $120,000 salary.

business combination

Sheer Ventures Inc. (the shell company that became Ignis Petroleum Group) agreed on May 16, 2005 to issue 1,600,000 restricted shares for all 1,600,000 shares of Ignis Petroleum Corporation, an oil and gas exploration company, so Ignis became its business. Separately, Doug Berry's company D.B. Management sold 1,940,000 shares to six purchasers, leaving Philipp Buschmann with 764,000 shares (11.24%).

capital raising announcement