30 May 2017listing compliance notice▼ BadMajor
United American Petroleum Corp. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 Mar 2014asset acquisition disposition● NeutralMajor
On February 26, 2014 the company sold a 46% working interest (34.5% net revenue interest) in a 430-acre lease in Duval County, Texas, to RTO Exploration, LLC for $400,000, plus a $10,000 non-refundable option payment. The filing notes the CEO and COO have done consulting work for the buyer. The filing does not say which of the company's earlier assets this lease was, or how the money will be used.
8 Mar 2013capital raising announcement▼ BadMajor
The company took two new short-term convertible loans. JMJ Financial agreed on January 31, 2013 to lend up to $360,000 (up to $400,000 including a 10% original issue discount), with $50,000 advanced February 13, 2013; it converts at the lesser of $0.11 or 60% of the lowest recent trading price. Asher Enterprises bought a $103,500 8% note due February 20, 2014, convertible at a discount to market. These terms can create many new shares if the stock falls (inference: further dilution risk).
26 Dec 2012capital raising announcement▼ BadMajor
On December 26, 2012 the company issued 500 Series B Preferred shares each to CEO Michael Carey and COO Ryan Hudson (1,000 total) for services. These shares carry 51% of all votes, so the two executives control about 64.7% of total votes, and common holders keep a minority of the vote. Common stock outstanding was 50,034,543 shares. The filing itself warns their interests may differ from other shareholders'.
6 June 2012capital raising announcement● NeutralMajor
On June 4, 2012 the company borrowed another $215,000 under the October 2011 facility (10% note due October 14, 2014, with 215,000 warrants at $1.00), and the investor agreed to raise the facility's total size from $1.5M to $1.59M. Separately, on June 1, 2012 one foreign investor converted $590,000 of the early-2011 senior notes into 1,180,000 shares at $0.50, which removes that debt but adds shares for existing holders' dilution.
18 May 2012asset acquisition disposition● Neutral
This amendment says the McKenzie State Well No. 1 in Pecos County was not producing when the company bought it on November 30, 2011, and that its past production was minimal and inconsistent. The company therefore treats it as an asset purchase and withdraws its earlier promise to file financial statements. The terms ($550,000 cash plus 50,000 shares; $550,000 note due October 14, 2014) are unchanged. This resolves the open thread about the McKenzie financial statements.
17 May 2012business combination● Neutral
This second amendment to the report on the December 31, 2010 merger adds audited financial statements of 4 Phoenix Oil and Gas, LLC, the previous owner of the Lozano Tract, for Oct 19, 2009 to Dec 31, 2009 and Jan 1 to Oct 15, 2010. It was filed in response to SEC comments. The merger terms are repeated unchanged (United holders received 15,000,000 shares, 43,950,000 shares outstanding, $2.25M note facility, Negri's 2,550,000 shares cancelled, Carey/Hudson vesting terms). The visible text carries no new deal terms.
17 Jan 2012asset acquisition disposition● Neutral
This amendment adds financial statements for the Lozano Lease interest the company bought from Alamo on November 4, 2011. They show oil sales of $80,819 and direct operating expenses of $33,356 for the nine months to September 30, 2011 (unaudited), and oil sales of $146,904 and direct operating expenses of $42,732 for 2010 (audited by MaloneBailey). The deal terms are unchanged: the company now holds 100% of the Lozano Lease.
5 Dec 2011asset acquisition disposition● NeutralMajor
On November 29, 2011 the company borrowed $550,000 more under its October 2011 facility (10% convertible note due October 14, 2014, with 550,000 warrants at $1.00). On November 30 it bought 100% of McKenzie Oil Corp.'s working interest in the McKenzie State Well No. 1 (about 186 acres, Pecos County, Texas) for $550,000 cash plus 50,000 shares. This adds a new Pecos County asset, apparently funded by the new borrowing (an inference from matching amounts and timing).
8 Nov 2011asset acquisition disposition▲ GoodMajor
On November 4, 2011 the company bought Alamo Energy Corp.'s 75% working interest in the Lozano Lease (Frio County, Texas) for $160,000, taking its stake from 25% to 100%. The lease has three producing wells, and the company gets sales from oil produced after October 1, 2011. This resolves the partial-ownership position held since the 2010 merger; audited financials for the acquisition were promised in an amendment.
18 Oct 2011capital raising announcement● NeutralMajor
On October 14, 2011 the company signed a new Note and Warrant Purchase Agreement with an investor for up to $1,500,000 in installments, with a $400,000 first installment received and 400,000 warrants issued. Notes convert at $0.50 and warrants are $1.00 for five years, and the company must register the underlying shares for resale within 180 days. This is a second financing facility separate from the December 2010 one; the filing does not say whether the investor is the same.
6 July 2011capital raising announcement● Neutral
On June 30, 2011 the company received another $115,000 under the December 2010 note facility, issuing a 10% senior secured convertible note due December 31, 2013 (convertible at $0.50) and 115,000 warrants at $1.00 expiring in five years. This is a further draw following the $75,000 received ten days earlier, adding to the convertible debt.
22 June 2011capital raising announcement● Neutral
On June 20, 2011 the company received a further $75,000 under its December 2010 note facility, issuing a 10% senior secured convertible note due December 31, 2013 (convertible at $0.50 per share) and 75,000 warrants at $1.00 expiring in five years. This is another draw on the existing facility, adding to the company's convertible debt.
25 Mar 2011business combination● Neutral
This amendment re-files the January 2011 report on the December 31, 2010 merger of Forgehouse into United American Petroleum Corp. to add United's audited financial statements and a pro forma balance sheet. The deal terms repeat what was already reported (15,000,000 shares issued for United's 10,000,000; 43,950,000 shares outstanding; up to $2,250,000 note facility with $620,000 first installment; 2,550,000 of Negri's shares cancelled; milestone vesting for Carey and Hudson). The filing says it reflects no events after the original report, and the text shown does not include the financial figures.
3 Feb 2011asset acquisition disposition▲ GoodMajor
On January 28, 2011 the company bought working interests in Texas wells from Patriot Minerals, LLC (Shackelford, Erath and Wilbarger counties) in exchange for a consulting agreement with Jamie Teahan at $5,000 a month. It also bought Gabriel Rosser, LP's 50.83% working interest in several wells for $10 plus about $85,000 of vendor expenses, and formed United Operating, LLC and UAP Management, LLC to run them. This expands the Texas asset base beyond the Marcee and Lozano interests.
24 Jan 2011capital raising announcement● Neutral
The company drew a further $150,000 on its December 2010 note facility on January 20, 2011, issuing a senior secured convertible note due December 31, 2013 at 10% interest, plus 150,000 warrants at $1.00 per share expiring in five years. This adds to the debt behind the facility.
5 Jan 2011business combination● NeutralMajor
On December 31, 2010 Forgehouse merged with United American Petroleum Corp., a Texas oil and gas business, issuing 15,000,000 shares for United's 10,000,000 shares and renaming itself United American Petroleum Corp.; 43,950,000 shares were outstanding afterward. It now holds a 100% working interest in the Marcee 1 tract (Gonzalez County, well not yet producing) and 25% of the producing Lozano tract (Frio County). It also arranged a senior secured convertible note facility of up to $2,250,000 (first $620,000 drawn, convertible at $0.50, with $1.00 warrants), cancelled 2,550,000 of Christian Negri's shares, and put milestone vesting on 2,500,000 shares each for Michael Carey and Ryan Hudson. This replaces the shell's earlier ForgeHouse and Alaska-property plans with a Texas oil and gas business, and the filing does not mention the Alaska properties.
5 Aug 2010auditor change● Neutral
On August 4, 2010 Forgehouse dismissed its auditor Kelly & Company and hired MaloneBailey LLP. Kelly's 2008 and 2009 reports had no adverse opinion but included a going-concern qualification, and the filing reports no disagreements.
5 Jan 2010asset acquisition disposition● NeutralMajor
ForgeHouse sold its OneVision business to Enforce Global, LLC (controlled by John Britchford-Steel and Jose Alonso) for about 10.74 million returned shares and Enforce's assumption of about $1,749,000 of liabilities. It also sold ForgeHouse, LLC to Britchford-Steel for 2,500 shares and assumption of about $258,000 of liabilities, and all options were terminated. Britchford-Steel, Alonso and Jorge Vargas resigned as officers, and Philip Mann remains director and became Assistant Secretary. This exits the technology business set up in the 2008 deal and cuts the share count.
23 Dec 2009business combination● NeutralMajor
On December 16, 2009 ForgeHouse agreed to merge with Northern Future Energy Corp., which owns oil and gas properties near Anchorage, Alaska, issuing 12,000,000 restricted shares to its one beneficial owner. The filing says production has not started and recovery of hydrocarbons is not assured, so this is an early-stage asset. Director Keith Ebert resigned and Philip Mann, 23, was elected by the Series A preferred holders.
7 Feb 2008business combination● NeutralMajor
The shell company (then Milk Bottle Cards, renamed ForgeHouse, Inc.) bought all of ForgeHouse, LLC on January 31, 2008 for 10,500,000 new shares and $171,500, in a reverse acquisition where ForgeHouse is the accounting acquirer. It also sold 2,000,000 Series A preferred shares with warrants for $2,100,000 gross, bought back 35 million shares from former president Ms. Milkovich for $50,000 plus its old operating assets, and restructured the Arngrove debt (6% simple interest, five $280,000 principal payments from Dec 31, 2008). This ends the earlier Milk Bottle Cards business; the filing says the board cited only $476 revenue since inception and a going-concern doubt.