Each one in plain English, with the numbers worked through for a shareholder.
14 Dec 2009capital raising announcement● Neutral
On December 8, 2009 the company issued 350,000 restricted shares to OTC Navigation for three months of public relations services starting January 2010. This is a small share issue paid for services, not cash raised, and follows the similar Equiti-trend arrangement from March 2009.
23 Nov 2009material agreement● Neutral
Lambert Lavallee's payment obligation was modified a fourth time: he must now deliver $478,605.90 by April 30, 2010, or tender 6.45 shares for cancellation per $1 unpaid. The amount owed is lower than the $790,945 set in May 2009 and the deadline is later, but the filing does not explain the reduction.
15 Oct 2009material agreement● Neutral
On October 9, 2009 the company gave CEO and director Walter Geldenhuys a new $80,000 promissory note maturing April 9, 2010. This adds to the existing $225,544 note to him, so the company is borrowing further from its CEO.
14 July 2009material agreement● Neutral
The company extended the maturity of its $225,544 promissory note to CEO and director Walter Geldenhuys from July 6, 2009 to October 5, 2009. This is a loan from an insider, so the company has a debt owed to its CEO that it did not repay on schedule; the filing gives no interest rate or reason.
1 June 2009material agreement● Neutral
Lambert Lavallee, who owes money from the 2008 AVRS deal arrangement, now must deliver $790,945 by August 31, 2009, or tender 4 shares for cancellation per $1 unpaid (the earlier terms were 2.5 shares per $1). This is the third modification of the original April 2008 letter agreement, so the payment obligation has been pushed back again. The filing does not say how much he has paid so far.
31 Mar 2009business combination▲ Good
On March 25, 2009 the company merged its wholly-owned subsidiary NCC, LLC (which holds the speech-recognition patent) into itself, so the patent and all NCC's liabilities now sit directly in the company; no payment was made. It also announced a Notice of Allowance from the USPTO for a second patent, 'Speech Recognition and Transcription Among Users Having Heterogeneous Protocols', and said it filed its 10-K for 2008 on March 30, 2009. The filing does not say whether the earlier AVRS-into-parent merger and rename were finished, though it now names the registrant Advanced Voice Recognition Systems, Inc. (inference: the rename is in effect).
23 Mar 2009capital raising announcement● Neutral
The company issued 350,000 restricted shares to Equiti-trend Advisors LLC in return for six months of public relations and investor communications services starting March 18, 2009. This is a small share issue paid for services, not cash raised.
1 Oct 2008capital raising announcement● NeutralMajor
The renamed company agreed to sell 16,000,000 shares to Lion Share Capital LLC for a $5,000,000 promissory note at 7.5%, repayable in three installments ($750,000 by November 8, 2008; $3,000,000 by February 6, 2009; $1,250,000 by March 23, 2009), with the shares pledged as security. It also gave Lambert Lavallee until November 15, 2008 to deliver $1,400,000 or return 2.5 shares per $1 unpaid, modifying the earlier payment arrangement from the AVRS deal. Cash arrives only as the note is paid, and new shares dilute holders.
10 June 2008business combination● NeutralMajor
Samoyed signed a merger plan to fold its wholly-owned AVRS subsidiary into itself and rename itself Advanced Voice Recognition Systems, Inc.; the AVRS shares are cancelled with no payment since the parent owns them. It also dismissed auditor Child, Van Wagoner & Bradshaw (no disagreements; earlier reports had going-concern warnings) and hired Cordovano and Honeck LLP for the year ending September 30, 2008.
23 May 2008business combination● NeutralMajor
On May 19, 2008 Samoyed completed the AVRS deal, issuing 140,000,000 shares so former AVRS holders own about 85% of the company, and on May 20 it handed all its oil and gas assets and related liabilities to Stone Canyon for the 22,749,998 shares Stone Canyon held (which were cancelled). The company is now a speech-recognition software business, per the filing still in the development stage with no product revenue, and Walter Geldenhuys replaced Lisa Jacobson as leadership. Existing shareholders were heavily diluted by the share issue.
1 May 2008material agreement● NeutralMajor
Samoyed signed a Stock Exchange Agreement under which AVRS shareholders would hand over all AVRS shares in return for 140,000,000 new Samoyed shares. Closing was conditional on Samoyed transferring all its oil and gas assets and related liabilities to Stone Canyon in exchange for Stone Canyon's 22,749,998 Samoyed shares, on shareholder payments of $250,000 and $1,750,000 (or share cancellations), on one-year lock-ups, and on an AVRS audit, with closing expected by May 15, 2008. This turns the earlier letter of intent into a binding agreement.
31 Mar 2008business combination● Neutral
Samoyed extended its letter of intent with AVRS through a March 28, 2008 amending letter. The filing gives no new terms, so the proposed combination was still pending.
4 Feb 2008business combination● NeutralMajor
Samoyed announced a non-binding-style letter of intent (accepted January 29, 2008) for a proposed business combination with Advanced Voice Recognition Systems, Inc. (AVRS), a speech-recognition company. The filing gives no terms; it points to the attached news release and letter. This is a possible shift away from oil and gas.
2 May 2007asset acquisition disposition● NeutralMajor
Samoyed bought small interests in producing and exploration oil and gas leases in Alberta (the Wilson Creek Assets) from Stone Canyon Resources Inc. for US$150,000 cash. The interests are 3.125% to 9.5% working or pooled interests, including one producing gas well, one shut-in gas well and one potential gas well.
6 Jan 2006auditor change● Neutral
Samoyed Energy Corp. (the company, then an oil and gas startup) replaced its auditor Smith & Company with Child, Van Wagoner & Bradshaw, PLLC, because Smith & Company changed its practice from a corporation to a PLLC. The filing reports no disagreements; the earlier report for the period ended September 30, 2005 carried a going-concern warning.
