Past year: ▲ 0%(0.01c – 0.50c USD)
Each one in plain English, with the numbers worked through for a shareholder.
25 Oct 2012auditor change● Neutral
On October 23, 2012 the company dismissed Sherb & Co., LLP and engaged Liggett, Vogt & Webb, P.A. as its auditor. Sherb had audited 2010 and 2011, and both reports raised going-concern doubt. There were no disagreements and no adverse opinion. Sherb did not resign; the board dismissed it. This is the fourth auditor named in the company's history here, continuing the pattern of auditor turnover.
23 Apr 2012asset acquisition disposition● NeutralMajor
On April 17, 2012 the company sold its 27.5% working and operating interests in the 738-acre J.R. and Pansy Clark lease in Green County, Kentucky (42 oil wells plus the checkerboard rights it built up in 2009 and 2010) to Texas Mineral Properties, LLC (BSAG Properties). It received $716,666.68 cash including commission, 5% overriding royalties on the Clark lease and on four other Green County leases (Simmons, Blaydes, Ervin, Hickerson), and 30% drilling participation rights. The company's press release calls it part of a $4.8 million two-part transaction. This disposes of the Kentucky interest the company paid for with shares, leaving it with royalty and drilling rights there.
12 Dec 2011asset acquisition disposition● NeutralMajor
On December 6, 2011 the company sold its working interest in the Charles and Lynda Anderson lease to K & K Acquisitions, LLC for $910,000 cash. The filing places this lease in Clinton County, Kentucky, whereas the September 2010 filing placed it in Overton County, Tennessee. The company keeps small interests (5% of the lease, with more in certain wells) and expects to remain operator. Of the proceeds, $510,500 paid off the September 2010 Guaranteed Contract with King's Oil in full, $60,000 went to legal and finder's fees, and the balance goes to working capital. This resolves the guarantee obligation, including Ken Page's personal guarantee, and ends the company's majority position in that lease.
23 Sept 2010asset acquisition disposition● NeutralMajor
On September 17, 2010 the company bought an 85% interest in the roughly 200-acre Charles and Lynda Anderson Lease in Overton County, Tennessee from Overton Oil & Gas Corp. for $1 million. The lease has three existing oil wells and one more well location, and the company will operate it. It then sold King's Oil, LLC an interest for $1.2 million under a Guaranteed Contract: King's Oil gets the royalty on the three wells (up to 50 barrels a day) until it has recovered the $1.2 million, plus 15% of the company's interest in the rest of the lease. The company guarantees repayment within 18 months and must cover any shortfall, and CEO Ken Page has personally guaranteed it. This creates a new financial obligation for the company.
12 May 2010asset acquisition disposition● Neutral
On May 6, 2010 the company bought 10 more well locations on the Green County, Kentucky Clark lease checkerboard that the Coomers had kept back in the February 2010 deal, at $25,000 each. It paid with 500,000 shares valued at $250,000, plus 100,000 shares ($50,000) as a prepayment of drilling and operating costs. It holds a 27.5% net interest in these locations, pays 32% of costs and is the operator; drilling has started. This extends the February 2010 deal, and the share payments dilute existing holders.
13 Apr 2010financial restatement▼ BadMajor
On April 12, 2010 the board said the 2008 financial statements in the company's earlier annual report can no longer be relied on. Correcting a liquidated damages calculation adds a $604,652 expense, so the 2008 net loss restates from $93,703 to $698,355 (loss per share $0.02). The filing also reports the share count at December 31, 2008 was overstated by 1,000,000 shares (restated to 32,223,975) and the warrant count by 9,775,992. The restated figures will appear in the 2009 annual report, and Sherb & Co. is re-auditing 2008. This adds to the earlier concerns about the company's reporting record and relates to the unpaid registration rights penalties noted before.
8 Feb 2010asset acquisition disposition▲ GoodMajor
On February 2, 2010 the company signed two assignments in Green County, Kentucky. The first gives it a 27.5% net interest in each well location across the full 738-acre J.R. and Pansy Clark lease, for 425,000 shares valued at about $297,500, extending the December 2009 eight-location deal. The second gives it an 81.25% working interest in about 27 acres with one existing producing well and 100% of the equipment, for 175,000 shares valued at about $122,500. The company will operate the wells and the Coomers provide drilling services. Both deals are paid in stock, which dilutes existing holders.
26 Jan 2010auditor change● Neutral
On January 21, 2010 Rodefer Moss, engaged in May 2009, declined to stand for re-appointment, and on January 25 the company engaged Sherb & Co. LLP. Rodefer Moss had audited 2006, 2007 and 2008, and its reports from August 2009 raised going-concern doubt. The filing reports no disagreements with the firm and no adverse opinion. This closes the catch-up audit work begun in May 2009, and the company now has a third auditor in under two years.
5 Jan 2010material agreement▲ Good
On December 28 and 29, 2009 the company leased about 14.3 and 56.43 acres in Clinton County, Kentucky, near its David Irwin lease. The filing says this gives over 100 leased acres and potential for 20 or more well locations. Each lease required a $200 payment and carries a one-eighth royalty. Drilling has begun on the Todd Anderson Well #1. This extends the leasing program started in October 2009.
12 Nov 2009asset acquisition disposition▲ GoodMajor
On November 6, 2009 the company acquired a 27.5% revenue interest in 18 producing oil wells in Green County, Kentucky, plus a 27.5% share of the equipment. It paid with 4,000,000 restricted shares valued at $1 million and is responsible for 32% of operating costs. The filing estimates current production on the wells at about 100 barrels per day, with no reserve report yet. This is the company's first producing interest, beyond the earlier undeveloped leases, and the share issue dilutes existing holders. The company also said it began drilling the David Irwin Well #1 on November 9.
19 Oct 2009capital raising announcement● NeutralMajor
Between October 13 and 15, 2009 the company sold 196,154 shares for $51,000 in total, with warrants on 39,231 more shares at $0.31, for general working capital. Effective October 19, 2009 it renamed itself TN-K Energy Group Inc. through a short-form merger approved by the board without a shareholder vote, with a new CUSIP number and a new trading symbol still to be assigned. This explains the name that earlier filings used without explanation. The new shares and warrants dilute existing holders.
8 Oct 2009asset acquisition disposition● NeutralMajor
On October 2 and 5, 2009 the company (then still named Digital Lifestyles Group) signed oil and gas leases for about 10.5 acres in Overton County, Tennessee and about 32.7 acres in Clinton County, Kentucky, both undeveloped. The filing says this is the start of its energy operations and that it is no longer a shell company, with no change of control. This is the first oil and gas activity in the company's history, which had previously reported no operations. The company says its plan is to keep about a 25% working interest in wells it drills and sell the rest to third parties, and it lists Ken Page as its only employee. The filing also repeats the Laurus history and says unpaid registration rights penalties of about $2,165,625 were on the balance sheet at June 30, 2009.
12 May 2009auditor change▲ Good
On May 8, 2009 the company engaged Rodefer Moss & Co, PLLC as its new auditor to audit the years ended December 31, 2006, 2007 and 2008. This fills the gap left when Corbin resigned on December 31, 2007, and is a step toward catching up on the audits the company has said it is behind on.
24 Nov 2008listing compliance notice▼ Bad
TN-K ENERGY GROUP INC. withdrew a registration statement, abandoning the offering it covered.
4 Apr 2008material agreement termination▲ GoodMajor
On April 2, 2008 the company made its final payment to Laurus in full satisfaction of the April 2007 settlement, after paying $10,000 a month since the August 2007 schedule. This closes out the Laurus debt that was in default and accelerated in 2005. Under the settlement a warrant for one million shares at $0.40 was also part of the consideration, so that dilution remains (inference from the earlier terms).
21 Mar 2008auditor change▼ Bad
The filing says KMJ Corbin & Company resigned as the company's auditor on December 31, 2007, though the 8-K was filed March 21, 2008. Its reports on 2004 and 2005 carried going-concern doubt, with no disagreements and no adverse opinion. The board did not recommend the change. The company is again without an auditor while it is still behind on SEC filings. Ken Page now signs as Chairman and CEO.
6 Aug 2007capital raising announcement● Neutral
On July 31, 2007 Laurus again eased the payment terms, now allowing the remaining $100,000 to be paid as $25,000 on each of August 1, September 1, October 1 and November 1, 2007. Separately, the company agreed to issue 358,000 unregistered shares at $0.50 to Andy Teng, described as its former Chairman and CEO, to settle $179,000 of unpaid salary, expenses and loans. This swaps debt for new shares, which dilutes existing holders. It differs from the September 2005 plan to swap about $1 million owed to Teng for shares at $1.00.
10 July 2007material agreement● Neutral
On June 26, 2007 Laurus agreed to let the company pay $50,000 of the remaining $150,000 owed under the April 2007 settlement right away, and extended the due date for the final $100,000 to September 14, 2007. The company paid the $50,000 on June 27. The settlement terms are otherwise unchanged.
26 Apr 2007capital raising announcement▲ GoodMajor
On April 23, 2007 the company agreed with Laurus to settle the remaining $2.1 million of debt for $200,000 cash ($50,000 immediately, $150,000 by August 1, 2007) plus a warrant for 1,000,000 shares at $0.40, and cut the exercise price of Laurus's earlier warrant from $0.44 to $0.40. This resolves the debt that was accelerated in May 2005 and replaces the Protron-linked terms from December 2005. The company also raised $250,000 from one investor via a 7.5% note convertible at $0.35, due April 23, 2008, with warrants on 20% of the conversion shares at $0.25, which could dilute shareholders. Its office moved to Crossville, Tennessee, in space controlled by its CEO at no charge. The filing is signed by L.E. Smith as Chairman and CEO, not Andy Teng.
14 Feb 2007debt financing▼ Bad
The company disclosed more insider loans from CEO Andy Teng. The $40,000 August 2006 note, which the company could not repay on its September 7, 2006 due date, was extended to March 7, 2007, with about $41,788 now repayable. He also lent $10,000 (July 18, 2006) and $20,000 (October 14, 2006) at 8%, both due February 23, 2007. All the notes are unsecured, non-recourse and rank behind secured debt. The company said it lacked the funds to repay the first note on time.
19 Jan 2007material agreement▲ Good
On January 9, 2007 the company signed a two-year, non-exclusive agreement with Corion Industrial Corp., USA to represent and market Corion's products in North and South America. It earns a combined commission and royalty of 1.25% of net sales of products under the Digital Lifestyles brand, and Corion gets a non-exclusive license to the brand name. The two have developed a line of LCD TVs, HD LCD TVs and monitors under the brand. This is a new, commission-based business after the Protron deal failed.
12 Sept 2006business combination▼ BadMajor
The company terminated the March 2006 Protron merger agreement, effective September 11, 2006, after giving notice on September 6 and saying Protron breached covenants, including failing to deliver audited financial statements on time. Protron disputed this on September 7 and said it also wanted to terminate. The company says it incurred no material penalties. Director Leo Chen, a Protron owner, resigned from the board on August 29, 2006. This ends the Protron deal that would have given Protron's owners 70% of the company, and the planned Laurus settlement tied to the merger loses its trigger (inference).
21 Aug 2006business combination● Neutral
The company filed a press release about the status of its overdue SEC filings, which also made statements about the pending Protron merger. The filing text itself does not reproduce the press release's content, so no figures or new facts can be drawn from it. It says a proxy statement on the merger will follow.
14 Aug 2006debt financing● Neutral
On August 11, 2006 CEO, CFO and director Andy Teng lent the company $40,000 on a 6% note due September 7, 2006, with about $40,197 to be repaid. The note is unsecured, non-recourse and ranks behind all other outstanding notes and credit arrangements. It is a small insider loan, continuing the company's reliance on Teng for funding.
13 Mar 2006business combination● NeutralMajor
On March 8, 2006 the company signed a definitive merger agreement with Protron Digital, replacing the September 2005 non-binding letter of intent. At closing it would issue 74,353,942 shares to Protron's stockholders, representing 70% of the company, giving them voting control. Closing needs shareholder approval, the company being current on its SEC reports, and regulatory approvals, and must happen by December 31, 2006. The filing says the company currently has no operations, is restructuring its debt, and its last audited financial statements on file are for the period ended September 30, 2004. Completion is not assured.
17 Feb 2006material agreement● Neutral
On February 15, 2006 the company and Laurus extended two dates in the December 2005 letter agreement, from February 15 to March 1, 2006 and from February 20 to March 5, 2006. The press release says merger negotiations with Protron are continuing, the merger agreement is not yet final, and the company is still working to complete audits and bring its SEC filings current. The merger the December filing expected in February 2006 has therefore not been completed.
14 Dec 2005capital raising announcement▲ GoodMajor
On December 8, 2005 the company agreed terms with Laurus, its largest secured creditor: interest-only payments at prime plus 2% until the Protron merger, which it expects in February 2006. On completion it would pay Laurus 50% in cash, about $950,000, and expects to issue common stock for the balance at the 30-day average trading price before the merger, with registration rights. Laurus also released accounts receivable funds held in a lock box. This builds on the May 2005 default and acceleration and ties the debt settlement to the Protron merger.
3 Nov 2005capital raising announcement● Neutral
On October 28, 2005 the company raised another $50,000 from one investor through a 7% note convertible at $0.25 and due October 28, 2006, with warrants on 20% of conversion shares at $0.25. This continues the up-to-$1,000,000 round started in September 2005 on similar terms and could dilute shareholders if converted.
4 Oct 2005capital raising announcement▲ GoodMajor
On September 29, 2005 the company received $250,000 from one investor through a 7% note convertible at $0.25, with warrants on 20% of the conversion shares at $0.25; the investor committed another $250,000 if milestones are met. The board had authorized up to $1,000,000 of such financing. Separately, CEO Andy Teng agreed to exchange about $1 million he is owed for 1,000,000 restricted shares at $1.00, which the filing says is well above the current market price, and to release his claims. The note conversion and warrants could dilute existing shareholders.
15 Sept 2005business combination● NeutralMajor
On September 9, 2005 the company signed a non-binding letter of intent to merge with Protron Digital Corporation, a privately held consumer electronics maker whose principal owners include Leo Chen, a Digital Lifestyles director. The press release says Protron's owners would keep majority control of the company, and the deal needs shareholder approval, equity and debt financing, and settlement of the current debt to Protron's satisfaction. The terms could change and completion is not assured. The company's address is now Walnut, California.
