Each one in plain English, with the numbers worked through for a shareholder.
31 May 2022auditor change● Neutral
On May 24, 2022 Providence dismissed Martinelli Mick PLLC, which ceased operations in 2013, and engaged Michael Gillespie & Associates for the fiscal year ended Dec 31, 2013. The company's address is now in Wuwei City, Gansu, China, and Shugang Feng signs as CEO. This is a large gap in filings since 2013, and the filing does not explain it or what became of the Australian deal or the Texas assets. The engagement covering fiscal 2013 suggests overdue reports are being brought up to date (inference).
On Dec 12, 2013 Providence signed a letter agreement with Paltar Petroleum and CR Innovations AG to acquire a 50% interest in two exploration permits and one permit application in Australia's Beetaloo and McArthur Basins, in exchange for 50% of Providence's outstanding shares, with possible additional shares tied to a farm-out. This would sharply dilute existing holders. Providence would also arrange about AUS$730,000 (about US$655,000) of bridge funding for Paltar through CRIAG, which is owned by director Christian Russenberger, who is also a director of Sweetpea, the joint-venture partner; AUS$400,000 of it would become a note convertible at US$0.02. Closing was expected by April 2014, subject to due diligence, definitive documents and shareholder approval. Marc Bruner would join the board and Russenberger would resign on closing. Nora Coccaro signs as CEO, replacing Russenberger in that role. This marks a move from Texas to Australian acreage; the filing does not mention the Val Verde leases.
On Nov 1, 2011 Providence dismissed BehlerMick PS, hired the year before, and engaged MartinelliMick PLLC. No disagreements were reported, and no letter from BehlerMick could be obtained because that firm no longer practices public accounting. Christian Russenberger now signs as CEO, CFO and director, and the office is 700 Lavaca Street, Austin.
This amendment repeats the Sept 2010 auditor change and adds that Chisholm's reports on the 2009 and 2008 financial statements each included a going-concern paragraph, with no disagreements reported. Going-concern doubt continues the funding concern in earlier filings.
On Sept 2, 2010 Providence released its auditor Chisholm, Bierwolf, Nilson & Morrill (engaged since Dec 2004) and hired BehlerMick PS. The filing reports no disagreements with Chisholm; the Company address is now 500 N. Capital of Texas Highway, Austin.
Providence extended its Val Verde leases (now 13,341.3 acres) with I.W. Carson LLC to Feb 29, 2013 for $510,000 plus $834,130 due by June 20, 2010, with an obligation to drill two additional wells. Effective March 1, 2010, Elm Ridge assigned its 50% interest in the leases back to Providence, reversing the 2008 sale (the filing does not say why). Providence also swapped older notes held by Global Convertible Megatrend and FAGEB AG for new 8% five-year convertible notes ($665,334, $530,847 and $622,401) convertible at $0.04, and issued a new $510,000 note to Global with a 5.1% net revenue interest carry in the Carson 10-1 and 12-1 wells, also convertible at $0.04. Conversion at $0.04 is half the $0.08 price in the Aug 2007 notes, which is a comparison from the filings; if converted, shareholders would be diluted.
3 Dec 2008asset acquisition disposition▲ GoodMajor
Providence closed a deal on Aug 8, 2008 (agreement dated July 31, 2008) in which Elm Ridge Exploration Company acquired a 50% interest in the Val Verde County leases for $7,212,000 (including a $100,000 non-refundable option credit), plus a commitment to carry Providence for $2,000,000 on the first two Ellenberger wells. Providence sold half of its main Val Verde asset; the filing says the closing was first disclosed in the June 30, 2008 10-Q.
Providence disclosed two amendments to its 2006 purchase of the Val Verde County leases from Global Mineral Solutions. On Aug 24, 2007 Global's option to force forfeiture of the leases if no well was started within 18 months was removed. On Aug 20, 2008 the drilling obligations were reworked: the four-well Ellenberger obligation can drop to two wells if the first two are not economically viable (in which case the shallower-well obligation rises from four to five wells, at Providence's option), Global's 13% carried interest converts to a working interest for additional wells once those obligations are met, and the requirement to complete a pipeline within three years was removed. This loosens terms on the Val Verde asset described in earlier filings.
In August 2007 Providence Resources issued secured notes to non-U.S. investors: $2,500,000 on August 8 (four convertible notes), $500,000 on August 15 (two convertible notes), and a $200,000 non-convertible note to BlueMont Investment Ltd. on August 27, about $3.2 million in total. All bear 10% interest and mature in August 2010, and the convertible ones convert at $0.08 per share. They are secured by seismic data from the Carson/Cole Ranch leases in Val Verde County. The $0.08 conversion price is far below the $0.98 and $1.165 prices cited in the 2006 proxies; that is a comparison from the filings, and the filing gives no reason. Gilbert Burciaga is now listed as CEO, with an Austin, Texas office, replacing Nora Coccaro in the earlier filings.
Now named Providence Resources, Inc. (formerly Healthbridge), the company on October 4, 2006 authorized 3,500,000 restricted shares to Global Solutions L.P. in full satisfaction of $1,924,800 and accrued interest owed for the Val Verde leases. This is the convertible note from the March 2006 Val Verde purchase, now settled in shares, so it adds shares but clears that debt. The name change is confirmed by the filing.
2 Oct 2006asset acquisition disposition● NeutralMajor
On September 29, 2006, after shareholder approval at the special meeting, Healthbridge completed the Providence Exploration acquisition by issuing 4,286,330 shares for the membership units and 12,213,670 shares for Providence's promissory notes. Providence, formed in July 2005, is an exploration-stage company without proven reserves, with three businesses: oil and gas exploration, buying and selling drilling and service rigs, and drilling services (through PDX Drilling I, LLC). Its assets include a 90% working interest in about 7,374 acres in Comanche and Hamilton Counties (partner and operator Harding Company, 10%) and about 12,832 Val Verde County acres bought from Global Mineral Solutions, L.P. The filing also has a going-concern section. This resolves the pending acquisition thread and turns the former medical-waste shell into an oil and gas explorer.
Healthbridge filed the final proxy for a September 29, 2006 special meeting (record date September 12, with 31,366,327 shares outstanding) to vote on the name change to Providence Resources, Inc., the Providence Exploration acquisition, and raising authorized shares from 50 million to 100 million. The board recommends voting FOR all three. The fee table now uses $0.98 (September 7, 2006 price) for 16,500,000 shares, about $16.17 million, down from $1.165 in the preliminary filing. This is the vote the delayed closing date was waiting on.
31 July 2006capital raising announcement● NeutralMajor
Healthbridge closed a share-and-warrant financing on July 21, 2006 that began April 20, 2006 and aimed at up to $10,000,000, selling $6.00 units of 10 shares plus 5 warrants exercisable at $1.00 for 3 years. It authorized 6,656,950 shares to 117 U.S. investors for $3,973,170 and 6,864,640 shares to 41 non-U.S. investors for $4,139,784, about $8.1 million in total. Proceeds are meant for developing oil and gas leases tied to the Providence acquisition; brokers get about $425,000 in cash and about 327,000 warrants at $0.72. This adds many new shares, diluting existing holders (inference from the share counts).
Healthbridge filed a preliminary proxy for a special meeting (date still blank) asking shareholders to vote on three things: renaming the company Providence Resources, Inc.; ratifying the April 2006 agreements to acquire Providence Exploration, LLC; and raising authorized common shares from 50,000,000 to 100,000,000. The fee table covers 16,500,000 shares at $1.165 (May 30, 2006 price), about $19.2 million, with a $3,844.50 fee. This moves the pending Providence acquisition toward the shareholder vote it needs.
The closing date for both Providence agreements (the unit exchange and the note exchange) was pushed from May 26, 2006 to September 29, 2006, to 'accommodate certain issues pertaining to the transaction'. The share amounts are unchanged, and this delays the earlier June 9 target; the filing does not say what the issues are.
On April 10, 2006 Healthbridge agreed to buy Providence Exploration, LLC, a Dallas-based oil and gas explorer with leases in Comanche, Hamilton and Val Verde Counties, Texas. It would issue 4,286,330 shares for all Providence membership units and 12,213,670 shares for Providence's promissory notes, with closing expected June 9, 2006 subject to shareholder approval; Healthbridge also committed to lend Providence up to $5,000,000, of which $4,200,000 had been lent. Director Markus Mueller would receive 2,160,949 shares in the note exchange, and the press release mentions Providence acquiring 12,832 acres of Val Verde leases.
6 Jan 2006capital raising announcement● NeutralMajor
Healthbridge reported raising money in November 2005 by selling shares at $0.30 each to non-U.S. investors, and by issuing senior convertible debentures due November 30, 2010, with 7% interest and convertible into shares at $0.35. Share sales shown in the visible text include 200,000 shares for $60,000, 340,000 for $102,000 (twice), 400,000 for $120,000, 1,700,000 for $510,000 and 1,300,000 for $390,000; debentures shown are $360,000 (twice), $400,000, $250,000, $100,000, $850,000 and $1,000,000. The filing is cut off, so further issuances may exist.
On August 31, 2005 Healthbridge decided its December 31, 2004 and March 31, 2005 financial statements can no longer be relied on and must be restated. This followed SEC comments on its 2004 annual report and concerns how it amortized (wrote down over time) its patent assets.
An 8-K under Item 4.01 titled 'change in auditors' was filed in December 2004. No text is available, so the old and new auditors and the reasons cannot be stated. (A later filing names Chisholm, Bierwolf and Nilson as current auditor, suggesting this was the switch from Jones Simkins, which is an inference.)
Another December 2004 8-K with the same items (3.02, 5.01, 9.01). The only content visible is the title 'MUELLER STOCK' and an Exhibit 10(i) label; this probably relates to stock for Markus Mueller (an inference), but no terms or amounts are available.
This December 2004 8-K (items 3.02, 5.01, 9.01: unregistered share sale, change in control) is listed in the record, but only the title 'HEALTHBRIDGE' is available, with no text. The filing's terms, amounts and counterparties cannot be stated.
Auditor Clancy and Co. resigned on May 2, 2003 and Healthbridge hired Jones Simpkins LLP on May 8, 2003. Clancy's reports for 2001 and 2002 carried a going-concern warning, and the filing states there were no disagreements with Clancy.
12 Feb 2002asset acquisition disposition● NeutralMajor
Healthbridge (then a medical waste technology company) agreed on January 25, 2002 to buy the Valides and Medides infectious medical waste disposal technologies, with their patents and software, from B.I.M.E. GmbH and two German individuals. The price is $204,500 (about $180,000 per the filing) plus 750,000 restricted shares, paid in three installments; $82,500 and 300,000 shares were paid at closing, funded by a secured loan from an individual, Chalium Ojdovaoua.
