MONDIAL VENTURES, INC.

MONDIAL VENTURES, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Mondial's agreement to merge with online ticket seller EZTicket Live slipped for a third time, confirming the oil and gas shell was on its way out of the business entirely. The extension signed on 1 December names a new deadline of 30 November 2015 - a date already past.

material agreement

Effective July 15, 2015 Mondial extended the EZTicket Live merger agreement 'to accommodate the terms of closing', without stating a new date. Separately, effective July 20, 2015 Mondial, through Boomerang Oil, accepted a notice allowing operator Success Oil to use the properties under the participation option as collateral; the option interests temporarily terminate and can be paid off and reinstated, at a cost of $50,000 for remediation and other expense plus $15,000 interest, $65,000 in total. The filing says this funds remediation and acid stimulation of an existing producing well and that Mondial plans to reinstate the option before any new drilling. This breaks the string of monthly extensions of the drilling participation, at least for now.

debt financing

On June 11, 2015 Mondial and certain preferred shareholders signed a merger agreement under which online ticketing company EZTicket Live, Inc. would merge into a Mondial subsidiary, with EZTicket shareholders receiving shares equal to about 75% of Mondial's then-outstanding shares. Closing depends on consolidating Mondial's debt, filing all overdue annual and quarterly reports, and paying certain debts. Existing holders would be left with about 25% if it closes, and the deal would take Mondial beyond oil and gas; it replaces the stalled September 2014 MRGB3 letter of intent, which this filing does not mention.

business combination

From September 23 to October 29, 2014 Mondial issued 226,497,142 shares to reduce $10,187 of convertible notes and 155,000,000 shares to reduce $9,300 of payables, taking shares outstanding from about 1,594,428,611 to about 1,976,025,753. The cover page gives September 17 as the event date, apparently a carry-over.

capital raising announcement

From September 17 to 22, 2014 Mondial issued 142,928,571 shares to reduce $6,575 of convertible notes and 90,000,000 shares to reduce $5,400 of payables, taking shares outstanding from about 1,361,500,040 to about 1,594,428,611.

capital raising announcement

On September 10, 2014 Mondial and its majority-owned Boomerang Oil signed a non-binding letter of intent with Oregon-based MRGB3, LLC, a reduced-carbon farming company, targeting a close around September 30, 2014. Under it, Series C preferred holders would swap their shares for Mondial's 66.17% interest in Boomerang, Michael Gillespie would become CEO, and a name change (possibly to Reduced Carbon Farming, Inc.) is floated; this would move Mondial away from oil and gas, with terms still to be settled. Separately, on September 15 it issued two 10% convertible notes of $50,000 each (a first tranche of at least $25,000, the rest on conditions) maturing March 15, 2015, and issued 90,000,000 shares to cut $5,400 of payables, reaching about 1,361,500,040 shares.

capital raising announcement

From September 5 to 9, 2014 Mondial issued 88,340,000 shares to reduce $4,417 of convertible notes, taking shares outstanding from 1,183,160,040 to about 1,271,500,040. Dilution continues.

capital raising announcement

From August 25 to 27, 2014 Mondial issued 182,257,142 shares to reduce $7,970 of convertible notes and 90,000,000 shares to reduce $5,400 of payables, taking shares outstanding from 910,902,898 to about 1,183,160,040. Shares have now passed one billion.

capital raising announcement

From August 19 to 22, 2014 Mondial issued 75,757,000 shares to reduce $2,188 of notes and $1,920 of payables, reaching about 910,902,898 shares. It also raised authorized shares from 1,500,000,000 to 5,000,000,000 (4,490,000,000 common), effective August 19, 2014, with consent from holders of at least 76.08% of votes through supervoting preferred stock, to help meet transfer-agent share reserve requirements. This gives room for far more dilution; the filing's text says the board approved on 'August 18, 2013', which looks like a typo (an inference).

capital raising announcement

From August 14 to 15, 2014 Mondial issued 71,428,571 shares to reduce convertible notes by $3,000, bringing shares outstanding to about 835,145,977. The filing states the period start as August 13 and the start count matches the prior filing.

capital raising announcement

From August 11 to 13, 2014 Mondial issued 149,855,190 shares to reduce convertible notes by $6,289 and payables by $1,920, taking shares outstanding from 613,862,216 to about 763,717,406. Existing holders are diluted further.

capital raising announcement

From August 6 to 8, 2014 Mondial issued 136,732,457 shares to reduce $8,654 of note and payable balances, lifting shares outstanding from 477,129,759 to 613,862,216. The dilution keeps going in small debt-for-share swaps.

capital raising announcement

From August 1 to 5, 2014 Mondial issued 144,827,190 more common shares to cut $9,058 of convertible note and payable balances, taking shares outstanding from 332,302,490 to 477,129,759. This continues the heavy dilution seen in the August 1 filing.

capital raising announcement

Between May 20 and July 31, 2014 Mondial issued 309,120,125 common shares to cut $77,382 of convertible note and payable balances, taking shares outstanding from 23,182,295 to 332,302,490, about 14 times as many. It also issued a June 13, 2014 convertible note with a $44,000 face value for two $22,000 installments, 10% interest, maturing December 13, 2014. This is heavy dilution for existing shareholders.

capital raising announcement

Mondial approved restricted common share issuances for services in February and March 2014. These include 1,600,000 shares to Steven Antebi valued at $100,000, 3,000,000 to Dennis Alexander's Global Media Network USA, 1,500,000 to CFO Joanne Sylvanus, and further blocks to consultants and to attorney Jeffrey Proper and associates, and others. Most values are left blank pending valuation, with the last known price about $0.1499 a share on January 30, 2014 and a recent 1:1500 reverse split noted. For shareholders this means more dilution, including to insiders.

capital raising announcement

On March 21, 2014 a Florida court approved a settlement with IBC Funds, LLC, which had bought $206,000 of Mondial's past-due vendor bills (transfer agent, oil and gas development, reserve report, legal and consulting fees) and sued to collect. Mondial will settle by issuing shares to IBC, capped so IBC holds no more than 9.99% of the common stock; the filing does not state how many shares. The settlement also bars Mondial and its affiliates from voting for mergers, asset sales, charter changes or deregistration while IBC holds shares, unless the court allows it.

material agreement

Mondial agreed (Asset Purchase Agreement dated January 21, 2013 in the text, with closing due on or before January 31, 2014; the 2013 date looks like a typo, which is an inference) to sell its J.B. Tubb leasehold interests and related participation and option agreements to Ontario-based Shale Corp. for US$1,282,430: $45,000 cash at signing, 47,000,000 Shale-side common shares at closing, and Shale taking on assumed liabilities. Shale plans to combine with a Canadian-listed shell, and Dennis Alexander is to be named its President/CEO. Separately, an Omnibus Agreement of December 31, 2013 has Mondial pay EGPI $218,875 for Ward County, Texas interests and assume $550,000 of EGPI-related debt owed to TWL Investments and Thomas J. Richards, with EGPI to issue Mondial a $550,000 8% six-month convertible note. The filing also extends the Success Oil option to April 1, 2014 (requiring debts to Success to be settled by then) and mentions a letter of intent with Ben J. Taylor, Inc. for a staged frac on the University No. 1 well in Ward County, needing about $1.2 million to be raised. This builds on the EGPI/Energy Producers relationship, and Alexander sits on both sides.

asset acquisition disposition

Effective January 14, 2014 Mondial created a Series C Preferred Stock (2,000,000 shares authorized, 31,500 votes each, not convertible into common) and issued 50,000 shares each to Global Media Network USA (owned by Chairman/CEO Dennis Alexander) and CFO Joanne Sylvanus for services. That is 3,150,000,000 votes in total (100,000 shares x 31,500, my calculation), giving the two insiders voting control over the common holders. The filing states a certificate date of July 13, 2014 alongside the January 14, 2014 effective date, an apparent inconsistency.

capital raising announcement

On October 30, 2012 Mondial, as nominee of CUBO Energy PLC, signed a short form agreement with EGPI Firecreek's Energy Producers unit tied to Texas leases (Callahan, Stephens and Shackelford counties). The price is $175,000 ($10,000 paid as a deposit, $165,000 due) for a 3-D seismic study and a proposed buyout of the 50% partner interests, with horizontal wells estimated at $750,000 each if the parties proceed. It also approved 5,000,000 restricted shares to consultant Steven Antebi, valued at $750,000, for advisory services. This extends the oil and gas direction set by the July 2012 deal with the same EGPI group.

asset acquisition disposition

Mondial completed a deal on July 31, 2012 with Energy Producers, Inc. (a subsidiary of EGPI Firecreek), buying working interests in oil and gas assets and so changing the business from athletic apparel to oil and gas. It issued 14,000,000 shares for the assets, 5,000,000 to assign the share purchase agreement and 5,000,000 to new management, and cancelled 64,330,000 shares, leaving 59,670,000 outstanding (the notice's cover text cites 53,000,000 on the August 1 record date). Dennis R. Alexander (Chairman/CEO) and Joanne Sylvanus (CFO) join the board, and Jeff Sirianni resigns as director once they take office, ending the Legacy-era management.

business combination

On December 30, 2010 Legacy Athletic Apparel LLC merged into Mondial under a December 14, 2010 agreement, with Mondial surviving. Mondial dropped its mineral exploration business (the Q29 claims expired December 15, 2010 and were not re-staked). Legacy's members received up to 51,000,000 new shares, and debts of $28,099 and $50,609 were converted into 10,670,000 and 15,200,000 shares, plus 13,330,000 shares to two director nominees, taking shares outstanding from 9,800,000 to 100,000,000, so existing holders were heavily diluted.

business combination

Mondial told shareholders that Marc Juliar bought 6,000,000 shares (61.2% of the 9,800,000 outstanding) from Scott Taylor on December 14, 2009, and that Taylor will resign as a director 10 days after the notice is mailed, so control of the board passes to Juliar. No shareholder vote is needed; this confirms the December 2009 ownership filings.

business combination