5 May 2010listing compliance notice▼ BadMajor
UNIVERSAL ENERGY 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.
6 Oct 2009capital raising announcement▼ BadMajor
The company gave more detail on the Bridgepointe lawsuit, which alleges missed 2009 monthly redemption payments and failure to reserve enough shares for conversions. The company says its authorized share limit was reached in February 2009 and that SEC reviews delayed a proxy until a September 23, 2009 meeting, where authorized shares were increased. On September 30, 2009 it paid $1,644,692.77 of principal and $144,437.37 of interest on the senior secured debentures using 14,909,417,833 shares of common stock, leaving $215,962.64 owed to Bridgepointe. It also converted all its remaining debt into shares that day. The response to the complaint is due October 12, 2009. The share issuance of nearly 15 billion shares is vastly larger than the roughly 29.9 million outstanding in mid-2008, so existing holders are heavily diluted (inference from the filing's figures). This addresses the share-authorization thread, though the lawsuit remains open.
2 Sept 2009debt financing▼ BadMajor
On September 1, 2009 the company was served with a lawsuit in New York federal court by Roswell Capital Partners (as collateral agent) and Bridgepointe Master Fund, the 2007 secured debenture holders, against the company and its subsidiaries. They allege breaches of the debenture documents and seek damages, a ruling that they hold a valid lien on certain assets, foreclosure and a court-appointed receiver. The company says it is assessing options and that a loss would materially hurt its business.
20 Nov 2008capital raising announcement▼ BadMajor
On November 19, 2008 the company closed a fourth round of unsecured 8% convertible debentures, described as $777,0000 face value (a typo in the filing) with $605,000 proceeds after a 20% discount, due September 30, 2010. They convert at the lower of $0.25 or 80% of the average of the three lowest closing bids over the prior 20 trading days, and buyers received 'J' warrants for 3,108,824 shares at $0.25. This continues the pattern of repeated discounted convertible financings and could dilute shareholders further. No placement agent fee is stated.
10 Nov 2008auditor change▼ Bad
Cross, Fernandez & Riley, LLP, appointed only in November 2007, ended its relationship as auditor on November 5, 2008, and the board approved hiring Mark Bailey & Company, Ltd. The filing reports no disagreements. Its 2007 audit report again included a paragraph expressing substantial doubt about the company's ability to continue as a going concern, continuing the doubt noted in the 2005 and 2006 reports.
10 June 2008capital raising announcement▼ BadMajor
On June 9, 2008 the company closed a third round of 8% convertible debentures: $2,000,000 face value, $770,000 proceeds after a 20% discount, due April 30, 2010. They are unsecured and convert at the lower of $0.25 or 80% of the average of the three lowest closing bids over the prior 20 trading days, so more shares are issued if the price falls. Buyers also got 'I' warrants for 3,351,471 shares at $0.25, and Empire Financial Holdings got $44,450 plus warrants for 254,000 shares. To close, holders of 100% of the September and November 2007 debentures agreed to cut their conversion price to the same $0.25-or-80% formula and their warrant price to $0.25, and dropped the 'milestone' provisions; this is a repricing well below the earlier $0.80 terms. There were 29,897,678 shares outstanding as of May 29, 2008.
5 Dec 2007material agreement● NeutralMajor
On November 29, 2007 the company sold $1,742,647 of 8% convertible debentures with warrants for $1,350,000 in proceeds after a 20% discount, a second round after the September 2007 financing. The debentures are due October 31, 2009, start amortizing November 1, 2008, and convert at $0.80 (2,178,309 shares). D, E and F warrants of 2,178,309 shares each and G warrants for 1,350,000 shares at $1.00 are also issued, which could dilute shareholders. Empire Financial Holdings received $94,500 plus warrants for 135,000 shares. There were 29,727,181 shares outstanding.
3 Dec 2007auditor change▼ BadMajor
Auditor Tedder, James, Worden & Associates resigned because it had been acquired, and Cross, Fernandez, Riley, LLP was appointed on November 26, 2007. The filing says there were no disagreements, but the prior auditor's reports for 2005 and 2006 included a paragraph expressing substantial doubt about the company's ability to continue as a going concern.
9 Oct 2007drilling progress report● Neutral
On October 3, 2007 the company issued a press release announcing an estimated drilling date at its East OMG Prospect. The filing itself gives no date or other details; they are in the attached press release, which is not reproduced here.
19 Sept 2007material agreement● NeutralMajor
On September 13, 2007 the company sold $5,000,000 of 8% secured convertible debentures with warrants and received $4,000,000 after a 20% original issue discount. The debentures are due August 31, 2009, start monthly amortization on September 1, 2008, convert at $0.80 (6,250,000 shares), and are secured by a lien on all company assets. Warrants for 6,250,000 shares each (A, B, C) are also issued, so conversion and warrant exercise could dilute shareholders. Empire Financial Holdings was paid $280,000 plus warrants for 120,000 shares. There were 29,588,119 shares outstanding.
8 May 2007material agreement▲ GoodMajor
On May 2, 2007, through Universal Explorations Corp., the company bought an undivided 7.5% working interest before casing point and 5.625% after casing point in Yuma's Amberjack Prospect in Louisiana. This is a third Yuma prospect, alongside Caviar and Lake Campo.
8 May 2007material agreement▲ GoodMajor
On May 2, 2007, through Universal Explorations Corp., the company bought an undivided 18.75% working interest in Yuma's Lake Campo Prospect in Plaquemines Parish, Louisiana. This is a second Yuma prospect after Caviar.
8 May 2007material agreement● Neutral
On May 2, 2007 the company hired Capital Financial Media, LLC for marketing and public relations services. The stated aim is to market the company in the United States to broaden its shareholder base, improve trading liquidity and raise awareness among investors. No cost is given in the filing.
5 Apr 2007material agreement▲ GoodMajor
On March 28, 2007, through its subsidiary Universal Explorations Corp., the company bought an undivided 10% working interest before casing point and 7.5% after casing point in Yuma Exploration and Production Company's Caviar Prospect in Plaquemines Parish, Louisiana, under a participation and joint operating agreement. This is a new Louisiana position and the first deal with Yuma.
12 Oct 2006material agreement termination▼ Bad
On October 12, 2006 the company cancelled the August 2006 stock purchase agreement with the individual investor because certain investor obligations had not been fully met. Only 245,872 shares were sold, and the remaining 9,754,128 shares held in escrow will be cancelled, so the 10,000,000-share issuance mostly did not happen.
26 Sept 2006material agreement▲ GoodMajor
On September 22, 2006 the company signed a seismic option, farmout and net carried interest agreement with 1097885 Alberta Ltd and 0700667 BC Ltd. It lets the company earn a 95% working interest in certain lands in the Pembina Nisku fairway in north central Alberta, subject to a 5% net carried interest and a 15% convertible gross overriding royalty. This is the first oil and gas asset in the record.
18 Aug 2006material agreement● NeutralMajor
Now filing as Universal Energy Corp., the company issued 10,000,000 shares on August 14, 2006 under a stock purchase agreement (dated July 27, 2006) with an individual accredited investor, named in the exhibit as Isaac Rotnemer. The shares sit in escrow with the transfer agent until the agreement's conditions are met; the exhibit sets a price of $0.25 per share, and the investor has no minimum number of shares he must buy.
18 May 2006material agreement● NeutralMajor
Filed under the name Universal Tanning Ventures, Inc., the company agreed around May 12, 2006 with Rhino Island Capital, Ltd. (a BVI company) that Rhino can buy up to 35,000,000 restricted shares in a private offering. The company has already issued 2,000,000 shares in anticipation of Rhino's purchase. Issuance is capped until stockholders approve raising the authorized share limit, currently 10,000,000 shares, so the full deal would dilute existing holders if completed.