Nationwide Utilities Corp.

Nationwide Utilities Corp. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Pluris mailed the required notice of the board change to shareholders, stating that 190,000,000 shares are now outstanding and no shareholder vote is needed. It repeats the October 15 closing and management turnover, and says the ICC proceedings against San Enrique, including any future damages award, were transferred to the BVI subsidiary (PBVI) sold to GT Venture. The company remains only a conditional guarantor: if an ICC award is wrongly paid to it, it must first pay the roughly $697,541 in Argentine litigator fees, then pass the remainder to PBVI. This resolves the open question of who holds the San Enrique claim; the final award was still undetermined and had no date.

business combination

The Nationwide Energy Portal share exchange closed on October 15, 2009, so NEP is now a wholly-owned subsidiary and its holders own 150,000,000 Pluris shares (140M of them in escrow per the August terms). Spindler, Sen, Gandhi, Bereskyj and Perryman resigned as officers/directors; Kenneth Koepke became Chairman and CEO and Michael Massingill Chief Technology Officer. Koepke's and Spindler's director changes take effect 10 days after a Schedule 14F-1 is filed and sent to holders. This resolves the pending closing that had been pushed to October 15. NEP's financial statements are still to come in a later 8-K/A.

business combination

Pluris agreed on August 28, 2009 to a reverse takeover by Nationwide Energy Portal Inc., a Houston electricity-broker software company, with NEP holders to get 150,000,000 shares (about 80% of the company), 140,000,000 of them held in escrow until revenue goals are met. Pluris sold its two subsidiaries, including the Argentine one, to GT Venture Management AG on August 29 in exchange for GT assuming about $1.3 million of debts. Series B preferred shares are to be cancelled, current management resigns, and closing is set for September 30, 2009. The oil and gas business is exited and existing holders are heavily diluted.

asset acquisition disposition

An International Chamber of Commerce arbitration panel ruled that the August 18, 2006 share purchase agreement with San Enrique Petrolera SA is terminated retroactively to October 31, 2006, with San Enrique 70% responsible and Pluris 30%. A final damages award is due by March 31, 2009. This ends the 2006 deal but leaves the damages open.

material agreement termination

Pluris's new Argentine subsidiary agreed on July 4, 2008 to take over 75% of Clear S.R.L.'s rights in the Cerro Negro oil and gas concession in Chubut, Argentina, for US$21,000,000 in installments plus 3,000,000 shares. Closing needs Petrominera Chubut consent and a bank guarantee, and must happen within 150 days. This looks like the Argentine acquisition the May 2008 Standard Bank advisory deal was meant to fund (inference).

material agreement

The board adopted a 2006 performance stock plan and put 30,000,000 restricted shares into escrow for seven insiders, lifting shares outstanding from 36,976,807 to 66,976,807. Insiders can buy them at $0.50 to $2.00 a share; 3.5M are available after one year, the rest only if asset, share price and profit targets are met. Sacha Spindler gets 15,000,000, and officers and directors as a group would hold 46.167%; the filing itself calls this a change in control. Existing shareholders are diluted if the shares are earned and bought.

capital raising announcement

Petrogen signed a deal with Hanover Compression on September 14, 2005 to add gas compression to its Emily Hawes #3A well, which the company believes can roughly double output to about 800 Mcf a day. It also signed a drilling agreement with Moncla Well Service on the Emily Hawes #1A sidetrack well; the company says success could prove up 12.3 billion cubic feet of reserves (company belief). This advances the Emily Hawes work and the open thread on getting the #3A well's gas to the Matagorda pipeline.

material agreement

Petrogen acquired a 100% working interest and 70% net revenue interest in the 822-acre Tiller Ranch Lease in the Tom Graham Field, Jim Wells County, Texas, from Capital Exploration under a June 3, 2005 assignment. It paid an initial sum (amount not stated), and would forfeit its payments and have to reassign the lease if it fails to perform. The first well must be spudded by the fourth quarter of 2005 unless extended. The company says it anticipates six drilling locations and potentially up to 18 BCFG recoverable, which are company estimates.

material agreement

Petrogen doubled its working interest in the Emily Hawes Field project on Matagorda Island, Texas, to 75% (58.125% net revenue interest), and bought the island's natural gas pipeline on March 31, 2005 from James Roche. It paid with 175,000 restricted shares valued at $87,500, plus a per-mcf royalty on gas transported. The company says this lets it move its own gas and other operators' gas. This builds on the Texas Gulf Coast focus after the earlier Oklahoma assets were pared back.

material agreement

Now named Petrogen Corp. and based in Houston, the company closed a private placement of 7,284,000 units for $1,821,000 on September 20, 2004. Each unit has one share, a half warrant at $0.50 and a piggyback warrant at $1.00. The company says about $1.2 million of advances payable were converted into equity, and that debt has gone from about $2.4 million at March 31, 2004 to none. It also says cash is over $1.5 million and a 12-well drilling program started in late August. New shares and warrants mean dilution for existing holders.

capital raising announcement

Effective March 22, 2002, Hadro sold back to U.S. Oil & Gas the properties it had decided were higher risk, part of the 2001 Oklahoma purchase, and took back 8,000,000 of the 10,000,000 shares it had issued. It keeps 100% of Oakhills Energy and the Comanche, Neida Cassel, Lone Wolf, Jolly and Ingle properties. The filing says 400,000 finder's-fee shares were returned and that the redemption of 8,400,000 shares changed control of the company. This partly reverses the 2001 deal, and the filing lists Tri Star Financial Corp. as the largest holder at 32.10%. Oakhills now retains four producing wells and one shut-in well, far fewer than the roughly 49 wells reported at the acquisition.

asset acquisition disposition

The filing is made under the Hadro Resources name (the company later appears as Petrogen Corp.). It reports that Hadro completed its purchase of three Oklahoma oil and gas subsidiaries (Oakhills Energy, Thor Energy and O.J. Oil & Gas) from U.S. Oil & Gas Resources, after U.S. Oil & Gas shareholders approved it on August 7, 2001. Hadro paid with 10,000,000 restricted common shares, which dilutes existing holders. The subsidiaries hold an estimated 3,000 acres of leases and about 14 gas and 35 oil wells in Oklahoma, with current gross annual production of about $400,000 that management hopes to raise to $800,000-$1,000,000 with about $250,000 of capital.

asset acquisition disposition