Each one in plain English, with the numbers worked through for a shareholder.
1 June 2015financial restatement▼ BadMajor
The company says its quarterly report for the period ended March 31, 2015 (filed May 29, 2015, showing a $553 thousand net loss) should not be relied upon. Its auditor, MaloneBailey, told the company it had not consented to the filing and was still completing its internal procedures, and the company also found typographical errors in the financial statements. The company intends to file an amended report promptly once MaloneBailey consents. The filing gives no corrected figures, so the earlier loss number is unconfirmed.
On January 8, 2015 the company and Beaufort Ventures mutually ended the $5,000,000 stock purchase facility from March 2014. The required S-1 registration, begun in April 2014, was never completed and the company chose to stop it. To compensate Beaufort for the termination, the company issued 300,000 unregistered shares. The facility is therefore closed without any stated sales under it, and the company loses that funding route.
On November 20, 2014, WHC Capital, LLC told the company it was in default on an August 12, 2014 securities purchase agreement for missed payments, and accelerated the debt. WHC says about $290,000 is now owed immediately. The company says it is in talks with WHC to restructure.
On July 23, 2014 the company borrowed $20,000 on a short-term note from ASPS Energy Investments Ltd., which is controlled by CEO Robert Rosenthal. The note bears 4% interest and is due by August 26, 2014; proceeds go to general business purposes. It is a related-party loan.
On March 24, 2014 the company signed an investment agreement letting it sell up to $5,000,000 of common stock to Beaufort Ventures PLC over time, at its own option in multiples of $100,000, at a 15% discount to market price. The shares must first be registered on a Form S-1, which the company has to file. The agreement ends automatically after about 36 months or if the registration stops being effective.
On January 27, 2014 the company executed a third tranche with Oel und Erdgazforshung AG, selling 854,701 shares for $200,000 plus warrants for 100,000 shares at $0.30 each, expiring January 27, 2017. The same $200,000 now buys about 3.5 times as many shares as the October 2013 tranche (246,914 shares), and the warrant price is $0.30 versus $1.04 earlier. This continues the October 2013 financing on lower pricing (inference from the figures).
What it means for a shareholder
100,000 new shares at $0.300 to raise about $30,000. That's 0.163% dilution: every existing holder's slice gets 0.163% smaller. If you held $1,000 of shares (3,333 at the issue price), your slice goes from 0.00545% to 0.00545% of the company. To keep it you'd need 5 more shares - about $2 at the issue price.
On October 16, 2013 the company agreed to sell 246,914 shares to Oel und Erdgazforshung AG for $200,000, plus warrants for 96,618 shares at $1.04 per share, exercisable immediately and expiring October 10, 2016. The sale was made without SEC registration. The investor's later 'third tranche' filing suggests this is the first of several tranches (inference).
What it means for a shareholder
96,618 new shares at $1.04 to raise about $200,000. That's 0.159% dilution: every existing holder's slice gets 0.159% smaller. If you held $1,000 of shares (962 at the issue price), your slice goes from 0.00159% to 0.00158% of the company. To keep it you'd need 2 more shares - about $2 at the issue price.
On August 14, 2013 the company agreed to sell 281,250 shares of common stock to Springhouse Investments Corp., a Canadian company, at US$0.80 per share. The filing does not state the total, which at that price would be about $225,000 (inference).
The company and Eide Bailly LLP mutually ended their auditor relationship on June 10, 2013, and the company engaged MaloneBailey LLP on July 25, 2013. Eide Bailly's reports had no disagreements but included a going-concern doubt. This is the second auditor change since January 2013.
Lani and Avere Energy amended their farm-in agreement. The amendment corrects a drafting error so Avere provides $347,500, not $647,500, for delay rentals and new White Wolf acreage, and widens the permitted use of other Avere funds to include work on existing projects such as Tejon Main and Tejon Ranch Extension. This reduces one funding amount from the original deal terms.
The company dismissed its auditor John Kinross-Kennedy and hired Eide Bailly LLP on January 23, 2013. The filing says the earlier audit reports carried a going-concern doubt and that there were no disagreements. The board also adopted a 2012 Stock Option Plan reserving 2,000,000 shares, with no options granted yet.
30 Nov 2012asset acquisition disposition● NeutralMajor
The company (formerly Calendar Dragon, Inc., a calendar software shell) acquired Lani, LLC, a California oil and gas exploration company, by issuing 24,300,000 shares; this was treated as a reverse acquisition and the company dropped its software business. It also sold 5,000,000 shares to East West Petroleum Corp. at $0.10 each ($500,000). Afterwards, former Lani holders own about 40.41%, prior shareholders about 51.26% and East West about 8.33%. Lani is exploration stage with no developed reserves, production or revenue, targets the San Joaquin Basin in California, and began drilling its first exploratory well in the Tejon Main leases on November 27, 2012. Under a farm-in agreement dated November 3, 2012 (the amendment later calls it effective November 13), Avere Energy (an East West subsidiary) took working interests of 25% in Tejon Ranch Extension, 21.25% in Tejon Main and 50% in White Wolf, and must provide $2,500,000 for Lani's operations and pay drilling costs of up to $1,300,000 (Tejon Ranch Extension well) and $552,500 (Tejon Main well). The text is cut off before the rest of the farm-in terms.
