Each one in plain English, with the numbers worked through for a shareholder.
31 Mar 2009debt financing▼ BadMajor
On March 27, 2009 YA Global (formerly Cornell) wrote that Striker was in default on its debenture for missing the principal and interest payments due February 1 and March 1, 2009, and demanded repayment of the full principal plus accrued interest. Striker says it is in preliminary talks with YA Global; YA Global holds a security interest in its assets. This follows the December 2008 amendment that had deferred earlier installments, and the filing does not say how the demand will be resolved.
On December 22, 2008 Striker amended its two Cornell debentures (originally $3,096,155 issued May 17, 2007 and $1,508,494 issued June 29, 2007). The November 1, December 1 and January 1 installment payments were pushed back to maturity, the conversion price was cut from $0.50 to $0.15, and the warrant exercise price was cut to $0.10 with an anti-dilution provision added. This is the second concession on this debt after the February 2008 amendment, and the lower prices could mean more shares issued if converted or exercised (inference).
This corrects a typo in the August 8 restatement notice: restated first-quarter 2008 net income per share was $0.02, not $0.20. The table also shows first-quarter revenues of $1,179,135, whereas the August 8 table showed $1,177,609 (the filing does not explain the difference). The other restatement figures are unchanged.
Striker Oil & Gas (the renamed Unicorp) said on June 27, 2008 that it had made accounting errors on derivatives tied to the YA Global financing, so its 2007 annual report and first-quarter 2008 report should no longer be relied on. The restated 2007 net loss is $1,946,768 versus $1,423,363 originally reported, and the 2007 loss per share is $0.10 versus $0.07. The filing says the statements were restated on July 2, 2008. It is signed by Steven M. Plumb as CFO, whereas Carl Chase was CFO earlier (inference: a CFO change; the filing does not say so).
Hein & Associates resigned as auditor on February 19, 2008, only about a month after being hired in January 2008 for the 2007 audit. The company engaged Malone & Bailey, PC effective February 25, 2008 to audit 2007. The filing reports no disagreements with Hein. This is another auditor change, and Malone & Bailey is a returning former auditor.
On February 20, 2008 Unicorp amended its May 2007 financing with YA Global (the former Cornell Capital Partners). The note interest rate rose from 9% to 14%, maturity moved from November 17, 2009 to December 31, 2010, and the conversion price fell from $0.50 to $0.15. The company must pay $100,000 a month from March 1, 2008 plus a $1,300,000 balloon payment on December 31, 2009. Existing warrant exercise prices were cut (e.g. A-1 from $0.55 to $0.15, D-1 from $0.90 to $0.50) and four new warrants (A-2 to D-2) were issued for about 13.6 million shares in total, expiring May 17, 2012. For shareholders, the lower conversion and exercise prices mean more shares could be issued on conversion or exercise (an inference from the terms, not stated in the filing). The filing is signed by Kevan Casey as CEO, which conflicts with the earlier signs of Robert Munn as CEO.
Unicorp signed a new employment agreement with CFO Carl Chase running through December 31, 2009, at $180,000 a year plus a car allowance and a bonus of up to 75% of salary. The filing is signed by Robert P. Munn as CEO, which differs from earlier filings signed by Kevan Casey (inference: a CEO change, though the filing does not say so).
Unicorp ended its relationship with auditor Thomas Leger & Co. on January 14, 2008 and hired Hein & Associates LLP for the 2007 audit. The filing reports no disagreements and clean prior reports from Leger. This is another auditor change, the fourth since 2003.
22 June 2007asset acquisition disposition▲ GoodMajor
Through its subsidiary Affiliated Holdings, Unicorp bought producing properties in Welsh Field, Jefferson Davis Parish, Louisiana, for $1,300,000 cash ($500,000 from Miss-Lou Petroleum and $800,000 from Plymouth Resource Group II). It gets a 100% working interest and 75% net revenue interest in fifteen wells. A press release says output is about 42 barrels a day gross from two active wells, calls this its largest producing-property purchase, and says it was funded from the Cornell debenture.
21 May 2007capital raising announcement● NeutralMajor
On May 17, 2007 Unicorp signed a deal with Cornell Capital for up to $7,000,000 of loans, with a $3,500,000 secured convertible debenture issued at closing and another $3,500,000 possible later. The debenture converts at $0.50 per share (reset downward if shares are later sold lower) and matures November 2009. Cornell also received warrants over 8,121,500 shares at $0.55 to $0.90, and the company pledged a security interest in its assets. Late registration could trigger penalties of 1% a period up to 12%. Conversion and warrants could dilute shareholders (inference).
Unicorp renewed employment agreements through 2007: Casey as CEO at $16,000 a month (up from $8,000 in 2005) and Chase as CFO at $9,000 a month (up from $500), with Chase getting an option on 120,000 shares at $0.36. It also hired Arthur B. Ley as Executive Vice President of Exploration and Chief Strategy Officer at $15,000 a month, with an option on 700,000 shares at $0.10 that vest on performance milestones.
15 Aug 2005capital raising announcement● NeutralMajor
On August 8, 2005 Unicorp agreed with Cornell Capital Partners to sell up to $10,000,000 of common stock over time at 96% of the lowest closing bid, with Cornell keeping 5% of each advance. Advances are capped at $2,000,000 per five business days and depend on an effective registration statement. Cornell received 322,222 shares ($300,000) as a commitment fee, and the placement agent Monitor Capital received 11,111 shares. Selling shares this way may dilute existing holders (inference).
Unicorp signed one-year employment agreements for 2005 with CEO Kevan Casey ($8,000 a month plus $6,500 per successful oil or gas well) and CFO Carl Chase ($500 a month). Each received a five-year option, Casey for 240,000 shares and Chase for 120,000 shares, at $1.00 per share, vested January 1, 2005. The filing is labelled as terminating a material agreement but describes new agreements.
12 Oct 2004security holder rights change● NeutralMajor
Unicorp said it is finishing a 100-for-1 forward split followed by a 1-for-2003 reverse split that was approved and effected in July 2001 for shareholders of record. Shares held in street name were not processed until October 2004 because the NASD was not notified. The net effect for street-name holders is a 1-for-20 reverse split, with a new symbol UCPI and CUSIP 904661 60 0.
Unicorp dismissed Malone & Bailey on April 23, 2004 and engaged Thomas Leger & Co. LLP to audit the year ended December 31, 2003. The filing says there were no disagreements and the earlier audit report had no adverse opinion. This is the third auditor in about three years.
Amended filing giving more detail on the April 2003 auditor switch: Unicorp dismissed Ham, Langston & Brezina on April 9, 2003 and engaged Malone & Bailey. The company says the old firm told it that it was no longer independent because of unpaid prior-year audit fees. The old firm's reports for the past two years included a going-concern warning. The old firm agreed with the statements except that it could not confirm the board recommended the change. This differs slightly from the earlier filing, which said the firm resigned.
Unicorp named Malone & Bailey PLLC as its new accountant. It says the previous firm, Ham, Langston & Brezina, was forced to resign because it had not been paid its full fees. This is the second auditor change in the story and the filing points to unpaid fees as the cause.
Amended filing (filed under the name Unicorp, Inc.) reporting that the company replaced its auditor Alvin L. Dahl & Associates with Ham, Langston & Brezina on March 30, 2001, to audit 1998, 1999 and 2000. The stated reason is the move of the company's offices to Houston and the convenience of a local firm. The filing says the company ceased active operations in 1992 and had not operated since. It was amended only to add the former auditor's letter as an exhibit. This connects to the string of late-filing notices, since three years of audits were still outstanding.
