Savoy Energy Corp (SNVP) company history: the story so far

History

A Houston oil shell formed by a 2009 reverse merger spent years restating accounts and borrowing on dilutive terms, then ended its reporting obligations in 2014.

2009: A cosmetics shell becomes an oil company

Savoy Energy Corporation began as Arthur Kaplan Cosmetics. On April 2, 2009 it merged with Plantation Exploration, Inc., a private Texas company, and was renamed the next day. Plantation's sole owner, Arthur Bertagnolli, received 2,000,000 new shares and became chief executive. Arthur Kaplan took back the cosmetics business in return for giving back shares and forgiving $33,194 the company owed him. The filing gave conflicting share totals, 17,100,000 in one place and 7,000,000 in another, so the count after the deal is unclear.

Trouble followed quickly. In November 2009 the company said its 2008 annual accounts and two 2009 quarterly reports could not be relied on. A re-audit by GBH found the oil and gas properties should have been written down to a net $24,168, an impairment of $674,321. Expenses had also been overstated by $560,250 because shares issued for services were overvalued. In December 2009 the company settled a debt with Lucas Energy, which released it from owing $117,404.95, by handing over 16% working interests in three wells.

2011-2014: Dilutive financing and a quiet end

The record then goes quiet until September 2011. The company signed a $96,499 demand note to Bertagnolli for money he had lent it, and a management services deal with ASL Energy Corp. ASL's $100,000 signing bonus became a $105,000 note, convertible into shares at $0.002 each and secured over all company assets. ASL could earn further bonuses tied to a restructuring and to cutting liabilities. The board also approved 100,000,000 restricted shares for Bertagnolli, with only 5,000,000 issued at first, and waived conflict-of-interest claims over his dealings with ASL. Shares on issue rose from 63,646,000 at the end of 2010 to 127,998,693 at the end of 2011, though the beats do not explain the whole rise.

In August 2012 the company said its 2010 accounts and three 2011 quarterly reports could not be relied on, because of a wrongly booked $35,000 expense and the treatment of convertible notes. The 2010 net loss rose from $1,117,423 to $1,170,666. Amended filings were still being prepared, and doubt remained about the company's ability to continue. On September 22, 2014 it terminated the registration of a class of its securities, ending its reporting obligation for them.

Written from the 6 story beats below (2009 to 22 Sept 2014), 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)

2014202m shares · US$121k market cap

22 Sept
Savoy Energy Corp terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice
202m shUS$121k

2012187m shares · US$168k market cap

4 Sept
In August 2012 the company said its 2010 annual accounts and its March, June and September 2011 quarterly accounts can no longer be relied on. A $35,000 compensation expense was wrongly booked against paid-in capital, and convertible notes whose conversion could require more shares than are authorized needed a derivative liability and a note discount. The filing says the 2010 net loss rises by $49,518 and total liabilities by $14,498; the table shows the net loss going from $1,117,423 to $1,170,666. Amended filings are still being worked on, and this follows the earlier restatement from 2009.
financial restatement
187m shUS$168k

2011102m shares · US$204k market cap

16 Sept
On September 9, 2011 the company signed a $96,499 demand note (8% interest) to CEO Arthur Bertagnolli for amounts he had lent it, and a 90-day management services deal with ASL Energy Corp. It owes ASL a $100,000 signing bonus, put into a $105,000 demand note (with $5,000 of expenses) that is convertible at $0.002 per share and secured by a first-priority claim on all company assets. ASL can also earn a further $100,000 bonus on a restructuring, $0.20 per $1.00 of liabilities it cuts, and 1% of fully diluted shares after a restructuring. The board also approved 100,000,000 restricted shares for Bertagnolli (only 5,000,000 issued for now) and waived conflict-of-interest claims over his outside dealings, including with ASL. For shareholders, the conversion price and share grants point to heavy dilution (inference), and lenders now hold a claim on all assets.
capital raising announcement
102m shUS$204k

2009

29 Dec
On December 3, 2009, effective November 1, the company settled a debt with Lucas Energy, Inc. by handing over working interests in three wells (Louis Zavadil No. 1, Rozella Kifer No. 1, Ali-O Unit No. 1), each a 16% working interest and 0.112 revenue interest. In exchange it was released from owing $117,404.95. The company has less debt but gives up part of its well interests.
material agreement
23 Nov
The company said its 2008 annual accounts and the March and June 2009 quarterly accounts can no longer be relied on and will be restated. GBH, hired to re-audit after Moore's PCAOB revocation, found errors; the largest was that the oil and gas properties should have been written down to a net $24,168, with an impairment expense of $674,321. The quarterly errors included overstated properties and expenses, unaccrued interest on the 'OIL' debt and CEO salary, and general and administrative expenses overstated by $560,250 from overvalued shares issued for services. Amended filings were to follow.
financial restatement
6 Apr
The shell company formerly called Arthur Kaplan Cosmetics merged with Plantation Exploration, Inc., a private Texas company, on April 2, 2009, and was renamed Savoy Energy Corporation on April 3. Plantation's sole owner received 2,000,000 new shares and became CEO (Arthur Bertagnolli), while former CEO Arthur Kaplan took back the cosmetics business in exchange for returning shares and forgiving $33,194 owed to him. The filing gives conflicting share counts (17,100,000 outstanding after the merger in one place, 7,000,000 in another), so the post-deal share total is unclear. The company now intends to run Plantation's oil and gas business. Bertagnolli's pay package includes $14,000 a month, stock bonuses tied to oil output and reserves, and options at $1.00.
business combination