North American Oil & Gas Corp. company history: the story so far

History

A calendar software shell became a California oil explorer in 2012, then saw its funding line end, a lender default and a doubted quarterly report by mid-2015.

2012-2013: From software shell to oil explorer

In November 2012 Calendar Dragon, Inc., a calendar software shell, bought Lani, LLC, a California oil and gas exploration company, by issuing 24,300,000 shares. The deal was treated as a reverse acquisition, meaning Lani was the true buyer, and the software business was dropped. The company also sold 5,000,000 shares to East West Petroleum Corp. at $0.10 each, raising $500,000. Afterwards former Lani holders owned about 40.41%, earlier shareholders about 51.26% and East West about 8.33%.

Lani was at the exploration stage, with no developed reserves, production or revenue. It targeted the San Joaquin Basin and began drilling its first exploratory well on the Tejon Main leases on November 27, 2012. Under a farm-in deal, East West's subsidiary Avere Energy took working interests in three lease areas and agreed to provide $2,500,000 for operations and to pay drilling costs of up to $1,300,000 and $552,500 on two wells. Shares on issue rose from 3,795,000 at the end of 2010 to 60,125,000 by the end of 2011.

2014-2015: Funding troubles

In March 2014 the company signed a deal allowing it to sell up to $5,000,000 of stock to Beaufort Ventures PLC at a 15% discount to market price, once a registration filing was completed. It never was. In January 2015 the two sides ended the facility without any stated sales, and the company issued Beaufort 300,000 unregistered shares as compensation.

Meanwhile, in November 2014, lender WHC Capital, LLC declared the company in default on an August 2014 agreement for missed payments and demanded about $290,000 immediately. The company said it was in talks to restructure. Shares on issue reached 111,176,138 by the end of 2015.

On June 1, 2015 the company said its quarterly report for the period ended March 31, 2015, which showed a $553 thousand net loss, should not be relied upon. Its auditor, MaloneBailey, had not consented to the filing, and the company found typographical errors. An amended report was promised once the auditor consents, with no corrected figures yet given. Results of the Tejon Main well were not reported.

Written from the 5 story beats below (2012 to 1 June 2015), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2015111m shares · US$456k market cap

1 June
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.
financial restatement
111m shUS$456k
21 Jan
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.
capital raising announcement
66.2m shUS$1.1m

201463.2m shares · US$1.3m market cap

28 Nov
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.
debt financing
63.2m shUS$1.3m
28 Mar
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.
material agreement
61.1m shUS$9.8m

20123.8m shares

30 Nov
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.
asset acquisition disposition
3.8m sh