Each one in plain English, with the numbers worked through for a shareholder.
4 Mar 2020auditor change● Neutral
On March 2, 2020 the company's auditor, LBB & Associates, resigned after the SEC suspended it effective February 6, 2020. LBB's reports for 2017 and 2018 were not adverse or qualified, and the filing reports no disagreements. This ends the relationship with LBB, which was appointed in January 2014; the filing does not name a replacement.
6 May 2019material agreement termination▼ BadMajor
On April 30, 2019 the company received a formal Default Notice and Demand for Payment from GulfSlope and Delek under the Tau joint operating agreement for $2,870,183.11 due as of April 18, 2019. That amount includes the $1,299,229 default reported in March, so the unpaid sum has grown from the earlier $1.9 million figure. The company again says it is trying to raise capital, and warns that a successful foreclosure could cost it all its rights in the Tau Prospect.
19 Mar 2019material agreement termination▼ BadMajor
As of March 15, 2019 the company was declared in default under its joint operating agreement with GulfSlope over $1,299,229 due February 12, 2019 for drilling the Tau Prospect; GulfSlope says billings have raised the total to $1,915,304, and drilling continues, so more will be owed. The agreement gives a lien on the company's Tau leases and the operator may pursue foreclosure, which the company says could mean losing all its rights in Tau if it fails to raise capital. This is a setback for the Delek farm-out drilling the company announced in January 2018.
The company reported small share issuances: 250,000 shares to a consultant (Oct 2018, valued at $0.02), 500,000 shares sold for $10,000 (Nov 2018), and 750,000 shares to an employee (Jan 2019). It also gave two affiliates the right to convert up to $460,000 of debt into 23 million shares at $0.02 each. If converted, this would further dilute existing holders; it continues the pattern of small raises and debt-for-share conversions.
12 Jan 2018capital raising announcement▲ GoodMajor
On January 8, 2018 the company signed a participation agreement with Delek GOM Investments (a Delek Group subsidiary) and GulfSlope to farm out its Gulf of Mexico leases. The initial wells are the Canoe and Tau prospects. In each phase Delek earns a 75% working interest by paying 90% of exploration well costs, the company keeps 5% while paying 2% of costs, and Delek pays the company $405,000 per exploration plan filed. Delek also gets an option to buy up to 5% of the company's stock per phase (20% maximum) at a 10% discount to the 30-day average price, expiring January 8, 2020. To pay a consultant, Hi-View Investment Partners, the company issued 20 million shares and will assign a 0.2% net profits interest; the shares come back if Delek hasn't paid the $405,000 within six months. Other issuances: 7,250,000 shares for $145,000 (Oct 2017), 650,000 shares for $13,000 (Jan 2018), and $400,000 of a promissory note converted into 15,000,000 shares. This moves the earlier 20% offshore interests toward drilling, but cuts the company's share of those prospects to 5% and adds dilution.
10 Jan 2017asset acquisition disposition● NeutralMajor
On January 4, 2017 the company bought onshore oil and gas assets in Louisiana and Texas from Sydson Energy and Sydson Resources, including a 37.5% working interest in the Sugarberry South Project (two existing wells that tested at over 400 barrels a day combined) and 50% interests in undrilled acreage in the West Tuleta and Ray fields in Bee County, Texas. Payment includes 100 million shares to Michael Mayell, a $250,000 note due March 5, 2017, $1,250,000 of Sydson's obligations on retained interests, carried interests and $500,000 for seismic data on one prospect. Leadership changed: Mayell became CEO, John Connally III became chairman (65.1 million shares, $420,000 salary), and founder James Askew resigned as officer and director to become a consultant at $35,000 a month with 27 million shares. This adds producing-area assets to the company's earlier offshore 20% interests and heavily dilutes existing holders. The filing was truncated, so some share-issuance details are not captured.
The company reported several smaller share issuances at $0.02 each in mid-2016: 625,000 shares for $12,500 (June 17), 7,000,000 for $140,000 (July 29), 2,500,000 for $50,000 (August 24), plus 5,000,000 shares issued on conversion of $100,000 of debt (July 29). Cash raised was used for general corporate purposes.
On August 1, 2016 the company sold 50 million shares at $0.02 for $1 million. In July 2016 it also issued 11,500,000 shares: 6,000,000 for services valued at $0.02 each and 5,500,000 for $110,000 cash. Proceeds are for general corporate purposes, and the sales dilute existing holders at a price far below the 2014 placements' $0.05.
On September 18, 2015 the company paid the final $1.8 million of the $10 million total under its GulfSlope farm-out agreement of March 10, 2014, and now holds a 20% working interest in the five Prospects. This completes the deal begun in 2014; GulfSlope remains operator and the company owes its share of annual rental costs. The company's address also changed to 2001 Kirby Dr., Houston.
27 Aug 2014capital raising announcement● NeutralMajor
Noteholders converted $6,993,000 of principal plus $27,436.86 of interest from the March 2014 convertible notes into 35,102,181 shares, which ends the company's obligations under that note agreement and dilutes existing holders. Separately, the company issued a $1,000,000 promissory note at 10% interest, maturing June 30, 2015, with a warrant for 2,000,000 shares at $0.25 (expiring June 30, 2015), effective June 12, 2014.
14 Mar 2014capital raising announcement● NeutralMajor
On March 10, 2014 the company agreed with GulfSlope Energy to buy up to a 20% working interest in five Gulf prospects for up to $10 million, payable by April 11, 2014. To fund it, it set up up to $10 million of 1% convertible notes (convertible at $0.20 per share, up to 50 million shares, maturing August 15, 2014), with $1 million funded on March 10 and the rest due in later tranches. Money goes back to noteholders if GulfSlope is not the high bidder on leases. CEO James Askew is also a GulfSlope director and owns 8.8% of it, a related-party link.
As of March 6, 2014 the company sold 30,608,000 shares at $0.05 for gross proceeds of $1,530,400 in a private placement, continuing its share-funded fundraising. The money is intended for acquiring oil and gas interests and general corporate purposes.
What it means for a shareholder
30.6m new shares at $0.050 to raise about $1.5m. That's 9.7% dilution: every existing holder's slice gets 9.7% smaller. If you held $1,000 of shares (20,000 at the issue price), your slice goes from 0.00698% to 0.00631% of the company. To keep it you'd need 2,137 more shares - about $107 at the issue price.
On January 24, 2014 the company replaced its auditor M&K CPAS with LBB & Associates for the fiscal year ending October 31, 2013. The filing discloses an unresolved disagreement over how to value shares issued to an employee and a consultant: M&K wanted the market price ($0.45 and $0.75), while the company argued for the private-placement prices ($0.00034 and $0.05). M&K's earlier reports carried a going-concern doubt.
On January 22, 2014 the company bought a 37.5% share of the mineral rights on 86.69 acres in Lavaca County, Texas (Eagle Ford Shale) for $270,000 cash plus 2,000,000 shares. No reserves have been found there and no wells are drilled; its royalty is 37.5% of 0.1875% of any sale proceeds, and the existing lease ends if there is no paying production by December 2014. It also sold 8,750,000 shares at $0.05 for $437,500, partly to fund this purchase. This is the company's first oil and gas asset in the filings so far.
Now named Texas South Energy, the company sold 23,480,004 shares at $0.05 each on December 2, 2013 for gross proceeds of $1,174,000, in the first closing of a private placement. The share count reflects a 3-for-1 forward split effective November 12, 2013, and the money is for general corporate purposes.
What it means for a shareholder
23.5m new shares at $0.050 to raise about $1.2m. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held $1,000 of shares (20,000 at the issue price), your slice goes from 0.0101% to 0.00903% of the company. To keep it you'd need 2,372 more shares - about $119 at the issue price.
On October 4, 2013 the company (filing under the name INKA Productions Corp.) sold 35 million shares for $35,000 in cash, to Coppinger Ltd. (15 million), Blue Horizont Holding Ltd. (10 million) and White Horse Capital Inc. (10 million). It also issued 1 million shares to a consultant for services valued at $10,000. This is new money from private buyers and dilutes existing shareholders.