Sun River Energy, Inc.(fka SNRV)

[Timothy Smith]

You want to be careful in my opinion when applying value to shares in another publicly traded company. There usually isn't much liquidity and the net value is maybe 10-15% of the market value.

The key is to look at what kind of value the new company has based on the percent.

On a positive note $SNRV appears to be at a new bottom.

[stonehorse]

don't know how long it will stay there but the shares that SNRV hold in the MRCI split today started trading at $1.01, over 27 mil?

[stonehorse]

the following just came out, Sun River received over 2.5 mil shares from mericol from the deal back in july for the mineral rights in new mexico. It seems that snrv can pull something off yet, I hope

On August 24, 2012, the Financial Industry Regulatory Authority ("FINRA") notified the Company that it has approved the Company's name change from "Mericol, Inc." to "Maxwell Resources, Inc." and the issuance of a stock dividend on the outstanding shares Company's common stock, having the effect of a forward-split. The name change is expected to be announced on September 4, 2012, with an effective date of September 5, 2012. The new symbol for the Company will be "MAXE."

The stock dividend was announced on August 24, 2012 and was effected on August 27, 2012. Each shareholder of record as of August 10, 2012 was issued an additional 10.68 shares of common stock for each share of common stock held prior to the dividend, the effect of which was a forward-split of the Company's common stock at a ratio of 11.68-for-1.

[Timothy Smith]

Yes it will be interesting for sure. I still think that there is something to what you are pointing out that doesn't make sense but time will tell.

Will be interesting to see what SNRV is able to do at this point.

[stonehorse]

I agree about the valuation being high, but the filing does say that it was a private sale of common stock. Somebody must know some rich people who don't mind taking a chance. Regardless, it will be interesting how this plays out.

[Timothy Smith]

Yeah seems there are some interesting points. There are however quite a few great small cap oil & gas stocks with less "baggage". Suffice to say sometimes that is where you find a diamond in the rough.

The share structure of that private placement seems a bit off. Are you sure it wasn't 100k shares of preferred stock versus the 2.5M common shares $SNRV has.

There would have to be some sort of justification for that kind of valuation which just isn't clear or likely IMO.

[Timothy Smith]

Oh sorry I meant on Ihub in general. Still new to this scene and haven't seen anybody with that many total posts. :)

[stonehorse]

SNRV seems too good to be true at times and then is a company that has little or no revenue trading now at 19c a share.
A few people believe in this company and with a little luck, witch Apple would not be where they are today without a hell of a lot of luck. they just might pull something off.
Someone thought enough of the value of Mericol's private stock placement of over $14 a share to help purchase the ore assets in New Mexico to invest in them. This values the 2.5 mil shares SNRV holds in Mericol at over 35 mil.
But then private investors throw away a little bit of money all the time because they make so much on the few winners.

[janice shell]

lol, not by a longshot.

http://investorshub.advfn.com/boards/boardposters.aspx?boardid=10238

[Timothy Smith]

Gotcha thanks I will continue my DD and tread very lightly. Btw you must have the most posts on this site. Wow.

[janice shell]

Check out Harry McMillan.

It's a very, very complicated story.

[Timothy Smith]

My DD is only partially under way. I was going to give the benefit of the doubt that the resulting damage had likely already been factored into the pricing and that this may be a step in the right direction.

The latest quarterly filing I could find was Jan 2012 and had this to say:

Note 5 – Litigation

The Company is not a party to any material pending legal or governmental proceedings, other than ordinary routine litigation incidental to the industry, with the exception referenced below. While the ultimate outcome and impact of any proceeding cannot be predicted with certainty, management believes that the resolution of any proceeding will not have a material adverse effect on the financial condition or results of operations.

On February 10, 2012, the Company filed a claim against Cicerone Corporate Development, LLC and J.H. Brech, LLC, former consultantsfor the Company, the C.E. McMillan Trust and Harry McMillan,(the “Defendants”) for violations of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Act”), for profits realized by the Defendants from transactions involving the Company’s stock. The claim was filed as an adversary proceeding in the United States Bankruptcy Court, Northern District of Texas, Fort Worth Division. The Company is seeking to recover short-swing profits estimated to be equal to at least $4 million from the Defendants in connection with a number of transactions involving the Company’s stock. The Company is being represented in the litigation on a contingency basis to recover any short-swing profits from the Defendants. Under the contingent fee arrangement, the Company will not incur any out of pocket expenses or fees in connection with this matter.

Here is some of the old links I had:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=73718077

http://pipes.dealflow.com/article/article.cfm?sk=fuutnfckrierqie

Are there additional pending legal actions or repercussions? I really don't have that answer. Admittedly my interest is more in the oil & gas aspects of the venture.

Not sure how this deal would actually impact the the company positively other then the points mentioned or if this forward split concept has any merit.

To be continued...

[janice shell]

What about the lawsuit? Or lawsuits, perhaps?

[Timothy Smith]

I'm quite impressed in this transaction for $SNRV. Going to DD more of their New Mexico ventures and the upside potential. $500k isn't a lot but a good chance to get a jump start.

Item 1.01 Entry into a Material Definitive Agreement
On July 27, 2012, Mericol, Inc. (the "Company") accepted subscriptions from investors in a private placement described under Item 3.02 below, and a final closing for the placement was held. The information included in Item 3.02 of this Form 8-K is hereby incorporated by reference into this Item 1.01.

Additionally, the Company entered into a contract for sale, dated effective July 27, 2012 ("Contract for Sale") pursuant to which it acquired from Sun River Energy, Inc. ("Sun River") certain gold, silver, iron ore, copper and coal interests in Colfax County, New Mexico. As additional consideration for the purchase of the mineral assets, the Company was also granted a three (3) year option to acquire a 5% working interest in any oil and/or gas (including coalbed methane) wells drilled on any properties owned by Sun River in New Mexico.

Under the terms of the Agreement, the Company paid Sun River $500,000 cash, and agreed to issue Sun River 2,564,103 shares of its common stock (the "Shares"). The Shares are subject to a lock-up period of twelve (12) months.

For a period of three (3) years from the effective date of the Contract for Sale, Sun River will have the right to nominate one director to the Company's Board. The Company also agreed that, on or before the expiration of three (3) years of the effective date of the Contract for Sale, to spend at least $1,000,000 towards obtaining a National Instrument 43-101 report, or other comparable report, regarding the mineral interests acquired from Sun River. If the Company fails to achieve that milestone, then Sun River will have the right to appoint an additional number of directors to the Company's board such that Sun River will have a majority representation on the board. For a period of eighteen months following the effective date of the Contract for Sale, the Company is prohibited from selling or transferred the mineral assets acquired by the Company without the prior consent of Sun River (except under certain limited circumstances).

Additionally, Sun River agreed to vote in favor of certain corporate actions (subject to approval by the Company's board of directors), including (i) a name change, (ii) a forward stock split of the Company's common stock, (iii) the designation of a new series of preferred stock, and (iv) electing or re-electing (as applicable) each member of any slate of directors recommended by the Company's Board.

A copy of the Contract for Sale is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the Contract for Sale is a summary only and is qualified in its entirety by reference to the complete text of the Contract for Sale.

[stonehorse]

Sure, here is the link to the form 8K filed by Mericol


http://biz.yahoo.com/e/120802/mrci8-k.html

[Timothy Smith]

That seems odd that they would do it at such a high price. Do you have a link?

The good thing in the case of $SNRV would be they actually have capital to purchase these assets.

[stonehorse]

Don't know if this means a whole lot, just wondering though.
MRCI had a private placement of a 100,000 or so shares for 1.5 mil that would value the shares at over $14.
Any comments?

[Timothy Smith]

Ok thanks.

[SantaZar]

Not me..........et z

[Timothy Smith]

You or anyone you know talk to the company or anyone close to the deal ?

[SantaZar]

You'll see the increased activity when it hits the Dividend list...that's why you want to buy before it does that....what 8K Spy alerts are all about........z

[Timothy Smith]

The market doesn't seem to be reacting much but they may have an aggressive plan post split. Will be watching this one closely.

[SantaZar]

Forward Splits always do good.....SNRV gonna do great.......et z

[Timothy Smith]

Yes I have seen many of them and yes increased liquidity improves awareness but when you already have a good structure and price is at this range it wouldn't of been my advice but it could work.

Doing more DD on the rest of it will post what I can find.

[SantaZar]

Forward Splits are always a good thing....Increased liquidity?....et z

[Timothy Smith]

Sort of an odd move, why the forward split?

Regarding the sell of assets, where is MRCI getting the money from as their balance sheet doesn't show any money? (not saying they aren't raising it but don't see it).

Under the terms of the Agreement, Buyer shall pay the Company the Purchase Price consisting of the following: (1) five hundred thousand dollars ($500,000) and (2) two million five hundred sixty four thousand one hundred and three (2,564,103) shares of Buyer’s common stock (the “Shares”), which shall be subject to a lock-up period of twelve (12) months.

Also to sound a bit out of the mix, I assume these precious metal mineral interests are a byproduct of the leases compared to the oil / gas they are focused on?

SUN RIVER ENERGY, INC. , is a, Dallas based, oil and gas exploration and production company. Sun River seeks to grow its reserves and production through predictable, repeatable success. Our focus is on the highly prolific areas of the East Texas Basin and the Permian Basin in West Texas, as well as the multiple geological horizons contained on our 222,855 gross acres of wholly owned mineral interests (fee simple) in the Raton Basin of Colfax County, New Mexico.

I will admit this does sound relatively intriguing so I am interested to see what their next move is. Myself and a few of my investor associates made a nice return when the stock moved from the mid $1's to the $5's (2010-2011) but thankfully didn't wait around to see if it would hold.

[SantaZar]

SNRV 8K Spy Alert: Forward Split coming. 43-101 Report:

http://www.sec.gov/Archives/edgar/data/1066551/000101054912000814/snrv8k073012.htm

z

[Timothy Smith]

Sun River Energy, Inc. Announces Contract To Reduce Debt By $2 Million

Jul 13, 2012 6:00:00 AM

DALLAS, July 13, 2012 /PRNewswire/ -- Sun River Energy, Inc. (OTC:BB:SNRV). On July 13, 2012, Sun River Energy, Inc. (the "Company" or "Sun River") announces it has signed a Purchase and Sale Agreement with Katy Resources ETX, LLC ("Katy") to sell approximately 650 gross acres of its shallow rights in the Neal Heirs Gas Unit in Panola County, Texas in exchange for the reduction of its debt to Katy by $2,000,000. The deal is anticipated to close no later than August 31, 2012 and is subject to Katy conducting customary due diligence of the assets.

Donal R. Schmidt, Jr., the Company's CEO and President, said:

"This transaction will allow us to reduce our debt significantly while retaining our interest in the Neal Heirs #1 Well and its production and retaining the rights to the Travis Peak and Cotton Valley formations in the acreage being sold to Katy. We were fortunate to have multiple parties interested in this acreage. We continue to work with Strata Resources, Inc. on evaluating shallow oil opportunities on our Colfax County, New Mexico acreage. This transaction also fits into our overall efforts to reduce costs and further cut overhead. After the sale, Sun River will still have approximately 3,900 net acres in East Texas."

About Sun River Energy, Inc.:

Sun River Energy, Inc. is a Dallas-based, oil and gas exploration and production company. For further information on the Company, please visit our website www.snrv.com.

[Timothy Smith]

Buyers in the stock.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/02/2012 A 3,125 A $ 0 234,760 D

[Timothy Smith]

Lots of acreage which is great. What is the potential recovery of the underlying mineral reserves?

New Mexico Operations

Colfax County (The Raton Basin), New Mexico

222,855 gross acres of wholly owned mineral interests (fee simple)

Additional 2,400 net acres under lease

Look-alike geological analogue to the Tucumcari Basin producing gas to the south

Operationally similar to the Deep Cotton Valley / Bossier in East Texas at 15,000 feet

Resource potential of 4 to 7 TCF gas-in-place

Presently continuing development of geological data and analysis prior to implementation of drilling plan

*All acreage is approximated as of Fiscal Year End April 30, 2011

Texas Operations

West Texas (Permian Basin) - Tom Green County, Texas

1,063 net acres under lease in the prolific Permian Basin

623 net acres are held by production by two wells

East Texas - Panola, Houston, Angelina and Cherokee Counties, Texas

9,053 net acres under lease in the East Texas Basin

2,366 net acres are held by production by four wells

*All acreage is approximated as of Fiscal Year End April 30, 2011

[Timothy Smith]

I did very well buying this stock in 2010. Been in a downward spiral since. This seems to make it an attractive pps. Would appreciate any feedback you can bring in reply to my due diligence.

[Timothy Smith]

When does SNRV find its bottom. Video about the company

[mpie]

good article for those that are long term investors. Keep in mind, they OWN this land outright....no leases to pay each month or quarter.

http://www.bizjournals.com/albuquerque/news/2012/05/16/sun-river-energy-to-drill-in-colfax.html

[estockInvestor]

They will probably loose the minerals in New Mexico in a law suit

[mpie]

I just noticed an 8K out on the company pointing s/h's & investors to the web site for a letter. The link is copied below if anyone is interested in reading. Interesting potential here at .25 p/s. Sounds like all they lack is a good JV partner with ready to invest capital. If the CEO's prediction is correct in that natural gas prices turn around at some point, the big asset in NM they own makes this worth accumulating at .25 for those not in a huge hurry.

http://www.sunriverenergy.com/uploads/SEC%20Filings/Shareholder%20Letter%204-25-12%20final%20v.2.pdf

[estockInvestor]

Do you guys want some thorough and credible due diligence done on Sun River Energy, Inc., Sun River Operating a wholly owned subsidiaryt as well as current status of their exploration prospects?

Just ask and I will be happy to provide all verifiable, legal and non-insider information you will need.

[StockJunky]

IMO - This is one of those situations where lawsuits may be a good thing - If there wasn't any substance to SNRV, there would not be so many frivolous lawsuits.(people dont want a piece of a worthless company)
I'm in the process of permanently moving to Florida - so I don't have the time to do more D&D, but having spoken to Steedley - the company has all but been given the green light for a listing on the NASDAQ - which will give SNRV worldwide exposure to hundreds of thousands of investors in a very hot sector. Although the company would rather see the PPS climb back naturally - they will probably do an RS to make sure the company maintains a PPS over $4.00 for the required 10 weeks.
They terminated two board members(you can bet those two board members were somehow inviolved in shorting shares, which would account for the steady decline in the PPS)
All pennystocks involve timing and a roll of the dice - but a listing on the NASDAQ will take the dice off the table...
IMO - We can all see the smoke - there must be a fire somewhere....

[robertdomeotc]

lawsuits, lawsuits, lawsuits sheesh
run AND hide
LPC Lawsuit - 2008 Douglas County, Co Share Sales
LPC lawsuit - 2009 Jefferson County, Co Share Sales
SNRV v. Coral Capital Colorado Federal Court Share Sales www.pacer.gov
SNRV v. Nova Leasing dc1102692 Dallas County, Texas Share Sales http://courtecom.dallascounty.org/pav/
Nova Leasing v. SNRV Colorado Federal Court Share Sales www.pacer.gov
SNRV v. Mirador Consulting, Inc. Texas Federal Court Share Sales www.pacer.gov
SNRV v. BG Oil cc1106122E Dallas County, Texas Share Sales http://courtecom.dallascounty.org/pav/
BG Oil v. SNRV New York Wells https://iapps.courts.state.ny.us/nyscef/DocumentList?docketId=0iplVZbn70aaSlkBwwaRpQ==&display=all&courtType=New%20York%20County%20Supreme%20Court
Basic Energy v. SNRV Panola County, Texas Wells http://odysseypa.tylerhost.net/Panola/CaseDetail.aspx?CaseID=67441
C.E. McMillan v. Webbs cc1106951c Dallas County, Texas Control of JH Brech http://courtecom.dallascounty.org/pav/
McMillan Involuntary Bankruptcy Federal Bankruptcy, Texas Share Sales www.pacer.gov
McMillan 16(b) Federal Bankruptcy, Texas Share Sales www.pacer.gov

[StockJunky]

This company is being watched closely Allegations of stock manipulation, two board members getting fired - a steady decline in the pps suggests someone was selling the stock short.
(I can't wait to get to Clearwater - April 10th I move in)

[Au$2450]

I'm in Clearwater as well.

Lots of assets at this company. The hard question is why the selling if this is "extremely undervalued". Profit taking or lost faith?

I think its smarter to sell or JV one asset here instead of issue shares. Most assets are undeveloped and money is needed to implement production but.....

Focus ought to be a balance between protecting the assets and protecting the shareholders. If either are sold it devalues the company.

I know of several companies where the assets still lie in the ground and the company is out of business or headed that direction.

This stock will go up or down depending on the choices being made. I received an email from the company as well on the float.

[StockJunky]

Everything just disapeared!
I'm in the middle of a move to a condo Clearwater Fl.....
I'll try to fix the info on SNRV, I'm having trouble with the (template)

[StockJunky]

I don't think he could say, even if he knew.....
He called me after I had sent him an E-Mail (I was in the car with the kids) I'll call him back, but I suspect it has something to do with the last guy they terminated....
(Of course, I thought of better questions after I got home!)
The silver lining here - I did get a call back, and they are intending to go through with the NASDAQ listing.....
If you go to their website and email Investor relations - they will get back to you.....

[gold80302]

Well its been going in the wrong direction for awhile. Did you ask him about the big seller?

[StockJunky]

I sent an email and recieved a phone call from Mr Gilbert Steedley - SNRV Media Rep.....
An R/S was approved after NASDAQ approved SNRV's application to be listed on the NASDAQ: The approval was under the condition that SNRV maintained a PPs of at least $4.00 for 10 consecutive weeks(the R/S approved is between 2 to 10 - 1)
SNRV would rather let the PPS rise by itself and use the R/S as a last resort.....

[estockInvestor]

Anything new on Sun River?

[Au$2450]

I believe I'm done here.

[gold80302]

Have you figured it out yet? A third party pays alot of money to put out a positive research report. Volumes increase 10-20 fold and yet the stock goes down almost every day.

[gold80302]

The stock that is being dumped is part of the float.

[Au$2450]

DD takes time.

This is a DD day here for sure. It means something but we dont know what it is. I'm still reading and watching. You do the work how ever long it takes. Information will come and so will the thought processes behind finding more information. So will the understanding on many levels to apply that information. Its frankly a slow frustrating process without any guarantee you will make money.

[Au$2450]

Lousy day!

I emailed the company and asked them how much stock is in the float. The number would change if new shares are being introduced recently? I would hope for a public answer only.

On the flip side...to aquire land / rights it cost money. Assuming the land has value, can management take the funds it got for the shares and turn this into a money making machine?

The fact remains this wont be such a bad day if they can.