Each one in plain English, with the numbers worked through for a shareholder.
3 Sept 2010listing compliance notice▼ Bad
This amended Form 15 corrects a typo in the original Form 15 filed May 29, 2009, by which Quest ends its duty to file SEC reports (under Rule 15d-6). It lists about 265 holders of record and a Vancouver address, signed by Ford Sinclair as President, dated May 15, 2009. Shareholders will no longer receive SEC filings; the form does not say what happens to their shares.
Quest says it stopped filing reports after August 17, 2007 for lack of money to pay professionals, and will file a Form 15 to end its SEC reporting. It also recounts the 2006 Stinson dispute and the management change, says it has been in default on the senior secured convertible notes since it stopped making cash payments (as of June 6, 2006), and states the Secured Noteholders forced liquidation of and foreclosed on the assets held by Quest Canada. The filing warns investors could lose their entire investment. The text provided is truncated, so other items (the Kansas, Texas and other items listed in the form header) are not covered here. Resolves the open Stinson dispute and the unpaid-notes thread, and signals that the Canadian assets were lost to the noteholders.
THE GOLDMAN SACHS GROUP, INC., GOLDMAN, SACHS & CO. reported a QUEST OIL CORP shareholding of 3,676,955 shares (4.70% of votes) in a periodic institutional filing.
This is a duplicate of the August 2007 filing: Malone & Bailey withdrew its audit report dated August 11, 2006 because the annual report was not amended for the derivative restatement, and listed interim statements should not be relied on. Quest says it cannot afford the restatements until it gets more financing. No new information beyond the other copy.
Quest says its auditor Malone & Bailey withdrew its August 11, 2006 audit report on the year to March 31, 2006, because the company had not amended that annual report for the restatement of the May 2005 financing's derivatives. Interim statements for the quarters from June 2005 through June 2006 are also not to be relied on. The company says it lacks the resources to do the restatements until it gets more financing. Financial statements for the period are therefore currently unreliable.
Three developments. First, a December 1, 2006 letter of intent with Endeavor Energy: Endeavor would pay US$250,000 to license seismic data over the Acadia North project in Canada, take over as operator, and commit to drill one gas well and spend at least US$1,000,000, subject to successful interpretation; it is only a letter of intent. Second, W.A. Walker's counsel claimed in January 2007 that Quest defaulted on the Shinkle lease and asked for it to be reassigned; Quest denies default and hired Dallas lawyers. Third, Joseph Wallen resigned effective January 15, 2007, and Quest says he plans to move certain Texas leases to B&B Oil Company, which Quest believes he controls; Quest calls this wrongful interference and has hired counsel. The Shinkle lease bought in September is now disputed.
Quest missed the deadline for its September 30, 2006 quarterly report, and did not expect to meet the NASD grace period ending December 21, 2006. On December 20 it requested an NASD hearing to appeal the delinquency determination and says it is working to file before the hearing. Stated reason: the company and its auditors needed more time. This continues the reporting problems that began with the late annual report in June.
Quest took an assignment from W.A. Walker of a 100% working interest and 87.5% net royalty interest in the Shinkle lease (five zones, 1,082 acres per the press release) in the Kansas Cherokee Basin, dated September 12, 2006. Walker was also retained as a consultant for 12 months. This is a new Kansas asset alongside the Alberta and Texas holdings; the filing states no price, and the press release says consulting cost is built into the purchase price. The press release also says Joe Wallen is now Operations Director and Phil Scott is the new CFO, and that management faces 'significant challenges' in the restructuring.
This amendment repeats the July 3 report: MacKay, LLP declined to stand for reelection as auditor on or before June 30, 2006, and Malone & Bailey, PC was hired June 30 to audit the year ended March 31, 2006. It adds that MacKay's earlier audit reports included a going-concern doubt paragraph, and that MacKay's letter to the SEC, dated July 10, 2006, is attached. It also confirms the June 19, 2006 Martin & Brusset reserve-report agreement and the new Carlsbad address. The filing does not say whether MacKay agrees with the company's statements.
Quest hired Malone & Bailey, PC on June 30, 2006 to audit its year ended March 31, 2006, replacing MacKay, LLP, whose reports for 2005 and 2004 were clean with no disagreements. It also hired Martin & Brusset Associates (June 19, 2006) to prepare reserve reports on its Canadian properties and moved its head office to Carlsbad, California.
31 May 2006material agreement termination▼ BadMajor
Quest ended its memorandum with L-TEXX Petroleum, L-TEXX Management and Longleaf Production on May 24, 2006, so the planned US$6.5 million acquisition from February will not go ahead. It also issued a press release titled 'Quest Sets 90 Day Production Goal for Texas Properties'; the release text is not in the filing.
A complete change of management and support arrangements signed on one day: new employment agreements for James Panther and Mark Baum, four consulting agreements, an operating agreement, a settlement and release, and an office sublease from Business Consulting Group Unlimited. The people involved were paid largely in paper - million-share warrant blocks vesting 250,000 at a time every 90 days, plus Series D warrants struck at 22 cents - and one contract carried a 2.5% carried working interest in production. Control and economics changed hands without any cash being raised.
4 May 2006capital raising announcement● NeutralMajor
This amended filing (changing one consulting term from 12 to 6 months) sets out a complete management reset effective April 24, 2006: James Panther II as President and CEO and Mark Baum as General Counsel on 24-month contracts, Joseph Wallen on a 12-month contract, director pay in stock, and support services and an office sublease from Panther and Baum's firm BCGU at $14,000 and $5,000 a month. 13,500,000 Series D warrants (5-year, struck at 110% of the April 24 close) were authorised, which could dilute existing holders. It also reports the 10-22 Canadian well flowing again at about 0.65 MMCF/day (company believes over 50% of its reserve is recovered), that the Longleaf deal had not closed and was extended with $50,000 of the deposit to be returned, and a May 1, 2006 payment to senior secured investors.