Each one in plain English, with the numbers worked through for a shareholder.
9 June 2014capital raising announcement● Neutral
On June 1, 2014 Mondial hired Robert M. Cohen of Revolution Investment Management as Chairman of a Financial Advisory Board, at $60,000 for six months, payable from revenue or from a share of capital raised. He also gets a 12-month 6% convertible debenture, stated as $75,000 (written inconsistently in the text), and the agreement can be renewed in six-month periods.
On March 26, 2014 Mondial extended the Shale Corp. participation agreement, giving participants until June 30, 2014 to deliver their share of drilling cost for the first prospect well. It also signed a second amendment extending the Success Oil option to June 30, 2014, with $200,000 of past-due costs owed to Success to be paid monthly from joint interest billings on current producing wells, starting after April 6, 2014. The filing calls Boomerang Oil a majority-owned subsidiary of Mondial, and the deadline has now been pushed back again rather than met.
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.
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.
7 Feb 2014asset acquisition disposition● NeutralMajor
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.
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.
This amendment clarifies the February 19, 2013 auditor-change notice. It adds that Anton & Chia reviewed one report, the September 30, 2012 quarterly statements, and restates that Stan J.H. Lee's earlier reports had a going-concern doubt. It also repeats that there were no disagreements, and includes an updated letter from Anton & Chia dated February 27, 2013. M&K CPAS remains the new auditor.
Anton & Chia LLP resigned as auditor on February 19, 2013, only months after being hired in October 2012, and Mondial retained M&K CPAS, PLLC the same day. The filing reports no disagreements and gives no reason for the resignation. This is the second auditor change in about four months.
This amendment to the November 14 filing rewords the first two paragraphs of Item 1.01 to say Mondial, as CUBO Energy's nominee, is the party to the October 30, 2012 agreement with Energy Producers, and corrects typos in the signature and exhibit title. The deal terms ($175,000 price, 5,000,000 shares to Steven Antebi) are unchanged.
14 Nov 2012asset acquisition disposition● NeutralMajor
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.
Auditor Stan J.H. Lee resigned on October 29, 2012, and on October 31 Mondial hired Anton & Chia LLP. The filing says there were no disagreements, and Lee's reports for 2011 and 2010 carried a going-concern doubt, as in earlier reports. The filing gives no reason for the resignation.
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.
Mondial gave notice of the board changes following the Legacy merger: Robert Fiallo and Jeff Sirianni (nominated by Legacy) join the board 10 days after mailing, and Marc Juliar resigns as director and officer. Legacy's Rodney Henry is Chairman and CEO, Fiallo is COO, Sirianni is VP of Business Development and Brian Beerman is CFO; 100,000,000 shares are outstanding.
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.
Mondial refiled its auditor-change report, again describing the January 11, 2010 switch from Dale Matheson Carr-Hilton Labonte to Stan J.H. Lee, CPA. This version covers the audited years 2005 and 2006 (the earlier one said 2006 only) and attaches a new auditor letter dated January 18, 2010; the going-concern qualification and no-disagreement statements are unchanged.
Mondial's board dismissed its auditor Dale Matheson Carr-Hilton Labonte on January 11, 2010 and hired Stan J.H. Lee, CPA. The filing says the former auditor's reports carried a going-concern qualification (recurring losses and net cash outflows since inception) but there were no disagreements.
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.