Each one in plain English, with the numbers worked through for a shareholder.
23 July 2007substantial holder notice● Neutral
The Longview Fund, L.P., Longview Fund International, Ltd., Viking Asset Management, Ltd., Viking Asset Management, LLC, Peter Benz reported a Velocity Energy Inc. shareholding of 25,676,274 shares (66.60% of votes) in a periodic institutional filing.
8 Jan 2007capital raising announcement● NeutralMajor
On December 31, 2006 the company settled all principal and interest on the 2005 and 2006 convertible notes with the Longview funds by issuing 11,045,474 shares at $0.05, and released the security interests. It also issued 925,000 shares at $0.05 for warrant exercise, with the funds paying $46,250 in cash. This resolves the note financing but adds a large number of shares to existing holders' dilution.
On June 30, 2006 the note investors increased their purchase by $300,000 and the company issued new notes at the greater of prime plus 4% or 10%, which it may prepay at 110% of principal plus interest. This continues the 2005 financing with a larger amount and a higher interest floor than the original 8%.
On May 31, 2006 the company and the note investors extended the maturity of the 2005 convertible notes to May 23, 2007 and cut the warrant exercise price from $0.75 to $0.35. This continues the May 2005 financing and makes the warrants cheaper to exercise, which could add shares.
This amendment reports that on February 2, 2006 the December 2005 share exchange agreement was amended again to correct how shares were split among the three Longview funds. The total number of shares issued is unchanged.
On December 30, 2005 the company closed a share exchange to acquire 100% of River Capital Holdings Limited, a Barbados insurance holding company that the filing says has never conducted operations, issuing 19,135,820 shares to its shareholders (including Strategy International Insurance Group and the Longview funds). The company says it is no longer a shell, plans reinsurance through River Reinsurance Limited, and relies on an informal, not yet definitive, agreement with Strategy. Directors William Dickie and Eric Pinkney resigned, while Howard Taylor stays as director and CEO.
7 June 2005capital raising announcement● NeutralMajor
On May 31, 2005 the company agreed to sell up to $200,000 of secured convertible notes plus five-year warrants for 400,000 shares at $0.75 to accredited investors, to fund working capital. The notes run one year, pay the greater of prime plus 4% or 8%, convert at $0.50 a share and are secured on all company assets, so existing shareholders face possible dilution.
River Capital Group hired De Meo, Young, McGrath of Fort Lauderdale, LLP on March 1, 2005 to audit its 2004 financial statements, replacing the auditor that resigned days earlier. The board approved the hire, and the filing says no prior consultation took place on accounting issues.
The company, which filed under the name River Capital Group, Inc. (the earlier Velocity Energy filings appear to be under the same registrant, which is an inference from the shared filer record), said its auditor Sweeney, Gates & Co. resigned on February 28, 2005, with the board's approval. The auditor's report on the December 31, 2003 financials included a going-concern doubt, and the filing says there were no disagreements with the auditor.