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As reported!
“On information and belief that Clearton ZB-103 dispersant was injected into the outfall pipe to mask oil sheen on the ocean surface resulting from ATP’s discharge of wastewater containing quantities of oil in excess of its (National Pollutant Discharge Elimination System) permit limit,” the;
US Files a Lawsuit in Louisiana Against the Oil and Gas Company Alleging Unlawful Discharge of Oil and Chemical Dispersants in the Gulf of Mexico
Monday, the United States filed a civil action against ATP Oil & Gas Corporation and ATP Infrastructure Partners, LP (ATP-IP) for civil penalties and injunctive relief under the Clean Water Act and the Outer Continental Shelf Lands Act.
The complaint was filed on behalf of the U.S. Department of the Interior’s Bureau of Safety and Environmental Enforcement (BSEE) and the U.S. Environmental Protection Agency (EPA). The complaint addresses the defendants’ alleged unlawful discharges of oil and unpermitted chemical dispersants from the defendants’ floating oil and gas production platform, the ATP Innovator, into the Gulf of Mexico.
The ATP Innovator is a production facility operating at Lease Block 711 of Mississippi Canyon in the Gulf of Mexico, approximately 45 nautical miles offshore of southeastern Louisiana. The violations were discovered during a BSEE inspection of the facility in March 2012. Following further investigation by BSEE, the violations were referred to the Department of Justice by BSEE and EPA. The case, United States v. ATP Oil & Gas Corporation et al., was filed in the District Court for the Eastern District of Louisiana.
As alleged in the complaint, ATP failed to properly operate and maintain its wastewater treatment system on the ATP Innovator. As a result, they allege, excess oil was discharged into the ocean, and an unauthorized chemical dispersant was added to the oily wastewater discharge to mask the presence of oil on the ocean’s surface.
The dispersant was added to the outfall pipe by way of a concealed metal tube that connected a tank of dispersant to the outfall pipe. The connection of the metal tubing to the outfall pipe was located downstream of the sample collection point, making the addition of unauthorized dispersant undetectable in samples that are required to be collected to show compliance with ATP’s Clean Water Act discharge permit.
According to the complaint, the dispersant had been used from at least October 2010 to March 2012. In addition to civil penalties under the Clean Water Act, the complaint also seeks injunctive relief for violations of the Clean Water Act and the Outer Continental Shelf Lands Act.
Sometimes the simple things can be passed over because the solution is so simple.
With ATP’s current size I believe they could support a “ceiling” long term debt structure of $1.5 billion, using those funds to pay who needs to be paid and exit BK. Hopefully leaving enough funding available for operations until ATP management can get their house in order.
But a deal has to be made with the current bondholders, which does include me. With that, the current bondholders might consider converting the bonds to Series “A” preferred shares with a liquidation price of $80 a share ($.80 cents on the dollar), paying 8% interest in quarterly payments of cash or common stock. I would think most of the current bond holders could see the up side to this arrangement. Management makes the cash interest payments or issues stock, with a liquidation value.
The current common and preferred stock holders, which also includes me, in this deal would see a reduction in their holdings, maybe a 3 to 1 reduction in the common and a maybe a 50% ($.50 cents on the dollar) reduction in face value of the preferred.
Now the question: With ATP’s asset base and debt structure; not exceeding $1.5 billion, would the company be in a position to grow and make money. Maybe just maybe in this deal there might be a lender willing to do business with ATP and become that “long term lender”.
Boy it would be a waste to see those revenue producing assets sold off, when a deal can be made for everyone to make money.
Maybe the folks involved need to do lunch or play a round of golf, have a few drinks and make a deal.
With Management holding 13% of the common stock one would think they would have a vested interest in preserving that ownership position. In the early days of this BK, with their exclusivity, the management group was holding most of the cards. They negotiated the Dip loan prior to filing and reported a mid-December target to have Clipper on line and with the increase in cash flow, felt that could be a game changer in this BK.
It appears Clipper is still not on line with the increase revenue and some of those same management folks are still in play, when will Clipper be online and when will we see that increase in revenue? Some reported February 2013.
Just me, but I now think management might not see much hope of salvaging their 13% position.
T. Paul now has a reduced role; some might think he is out! That is one change we have seen but the other folks are still driving the truck so to speak. What I found interesting in the Debtor-In-Possession Monthly Operating Report filed on 1/22/2013 #1250, page ten, was the bonus payments to Mr. Tate, Mr. Reese, Mr. Morris and Mr. Goodwin, totaling $762,714; paid in December of 2012.
Looks like T. Paul didn’t get a bonus check, or maybe he didn’t accept the bonus check, but he was paid his salary for the month.
It appears our management group took the company into bankruptcy, didn’t deliver the Clipper target and then rewarded themselves $762,712 in bonus money. I’m sure that bonus money was in there employment contract and not tied to performance or maybe it was tied to performance, defined by another group. Find it odd that some groups didn’t object to these bonus payments, but that’s just me. I would guess everyone wants paid.
Another interesting item reported in the Debtor-In-Possession Monthly Operating report filed on 1/22/2013 was the plugging and abandon of oil and gas properties; expense for DEC 2012 of $13 million plus. With OCT 2012 reported at $177K and NOV reported at $823K, a lot of activity in this area in December.
In the early days of BK, I felt there was a possibility of the equity holders seeing something, today not so sure. The upside for equity holders still might be the equity committee if there is anything left after the selloff of the assets.
It will be an interesting first round of asset liquidation.
It's now official...2nd Lien can credit bid.
56Chevy..... Cash is and will always be King! Credit Bid sounds good, but $800 million cash will be needed to pay first lien holders and expenses. Doesn’t look good for equity holders. No credit bid if you don't have $800 million cash to pay first lien holders and expenses. $100 million for shelf properties, maybe $900 million of all other assets, so now you are at $1 billion. $200 million to second lien holders unless they have $800 million in cash to pay first lien holders.
If someone was out there ready to bid, bond prices would be increasing and not declining. If there was hope for equity holders, preferred shares would be increasing in value instead of declining. What doesn’t make sense, common stock is holding at $.09 cents a share. Common stock should be sub penny with bond and preferred shares declining.
And now we have the T. Paul Bulmahn’s filings. Looks like T. Paul is getting real worried about losing everything.
From my seat, looks like bidding on the ATP assets at “fire sale” prices might be the best play. Hell someone could pick up a lease and a production and drilling platform for $500 million with proven reserves of $2 billion plus. Then again, with the new US rules in the GOM, maybe a bid of $250 million might be more appropriate.
I would guess most folks saw the recent announcement that Isramco has submitted a court petition to buy the rights of its partner, Houston-based ATP Oil and Gas Corp. (ATPAQ), in Israel's offshore Shimshon natural gas field for 150 million shekels ($39.7 million).
And am sure folks saw the earlier announcement that Moncrief Oil had a 90-day option to buy these rights, which appears wasn’t exercised by Moncrief. Looks like the Isramco deal would net ATP more money than the Moncrief deal if approved by the court.
The good news $30 plus million vs. $20 plus million, if you can call that good news.
Question! Is $39.7 million US a great deal for Isramco?
Some may have found the recent article in OE, Offshore Engineer; January 2013 by Professor Michael J. Economides. The article speaks of the recent purchase of Woodside Energy’s 30% stake into the Leviathan project in the Mediterranean Sea for $2.5 billion US. Leviathan is reported to contain 17 tcf of recoverable natural gas. Professor Economides reports in the article, the price is a firesale bargain for Woodside. Those that have an interest should read that article.
The Shimshon field is report to contain between 2.3 and 2.9 tcf of recoverable natural gas, which ATP owns a 40% interest. Simple math would suggest the Leviathan field, at 17 tcf would be 7 times the size of the Shimshon field. If Woodside purchase 30% of the Leviathan field at “firesale price”s for $2.5 billion US, one would think ATP 40% interest in the Shimshon field would be worth just north of $357 million US. (2.5 billion divided by 7)
If the court has a real interest in maximizing ATP’s assets, benchmarking recent transaction in the Mediterranean Sea might be beneficial to all parties here.
Maybe just maybe the court needs to offer these Mediterranean assets under the same conditions they are offerring the U.S. assets.
It’s like a nightmare! I guess it would be a matter of one’s prospective.
If you hold any of the convertible notes and or promissory notes that total $1.24 million, (last 10K filing) I would think you wouldn’t be a very happy camper today. If you are an Oiltek original investor, I would think you too, aren’t very happy. If you are an Avalon board member, you might want to rethink that position. But if you purchased the common stock before the R/S at $.0006 a share, you should not have too much trouble sleeping. But my guess, most of those folks have left the building by now.
The real nightmare is for our hero KR. He still hasn’t increased the authorized with the state of Nevada from 3.333 million to 200 million shares. Do you think there are enough shares available today of the 3.333 million, for those folks holding the convertible notes, if they elected to convert? Boy that could be a problem for a few folks. Who wants their good names associated with selling unregistered securities that exceed the authorized.
But then again who would gave themselves preferred shares without a vote and approval of the common stock holders as required by Nevada law. Maybe the holders of these notes should be more concerned about the collateral. KR speaking in the Stockhouse interview about the value of the IP ownership, at the same time knowing Avalon no longer owned that IP. How much “collateral” value was lost there?
Just me, but the nightmare will more than likely be KR’s.
Good afternoon …
Do you think those purchasing and selling the bonds these days have read the bond prospectus. I would think most of the players today are distressed debt investors. We have $1.5 billion of bond debt going for $106.78M at $71.19 per thousand $, current market value.
Do you think going forward “if” that $1.5 billion of debt was $106.78M things might be a little different for the equity holders? Look at page 51 in the bond prospectus, section titled, Mandatory redemption; offers to purchase; open market purchases. I like the part about “subsidiaries to purchase”.
How many ATP subsidiaries are not included in this Chapter 11 bankruptcy? Might make things real interesting if we find ATP subsidiaries purchasing their parents debt on the “open market”!
Now that would be a reorganization plan, buying back that debt on the open market at 7 cents on the dollar.
Chevy thanks for the post, and no disrespect with this post.
You are standing in line to collect the legal tender of $10.00 you found on the street and your labor was bending over just to pick the bill up, and the person behind you has a claim for $10.00 and his claim is for manual work on the project, who do you think the court should pay first, you or the guy who has done the labor?
Does your legal tender get paid first or does the guy that does the work get paid first.
Man, bankruptcy changes everything, each party has a claim, but public opinion would support the guy doing the work over the guy finding the legal tender on the street.
And now the judge in the ATP case, do you think he will favor the guy who found the $10.00 tender on the street or the guy that did the labor on the project.
Good luck to the guy who found the tender on the street.
Just a quick message to KR, everyone should know he is a regular viewer here, over time we, my team, have learned the habits of those predators we despise. As my grandkids would say, Dude, you need to resign before?????????
Do folks know about the so called “hidden trusts” if you can call these funds a trust; established by our hero KR? Everyone is looking for the hidden bucks, guess what we found?
KR, man, your circle of trust has deserted you!
Good luck!
Man it even gets better, remember the 12/31/2012 filing by the Ad Hoc Second Lien Committee # 1127.
Remember the following verbiage from the filing as the Ad Hoc Second Lien Committee was jockeying to get court approval to develop a reorganization plan?
“The first 120 days of this case have not gone well. When the case began, the Debtor’s Second Lien Notes, with a face amount of $1.5 billion, were trading in the market at approximately 30 cents on the dollar. The Second Lien Notes are now trading at approximately 10 cents on the dollar, and the Debtor’s debtor-in-possession financing is likewise trading well below par. Unsecured claims and common stock have no meaningful market value.”
I love the part about the, Unsecured claims and common stock have no meaningful market value. At least they stated “market value” and not “real value”.
These folks opened the door for value assessment and I believe this judge wants to help those who have dollars at risk, see a return of their money or some of their money. I also believe the judge has no real interest in protecting the investment “speculator”. Remember the Diamond McCarty “payment” concerns and look at all those advisors, hired by the parties, getting checks. This advisor group got this much and that advisor group got that much. Maybe just maybe someone is keeping tabs on which group got what when the final numbers are approved by the court.
But the Ad Hoc Second Lien Committee and this filing 12/31 filing; you have to love it! Do you think all of the original holders of $1.5 billion in bonds still have the value of their original investment at risk? Do you think just maybe Bondholder “A” who had a sizable investment sees his value eroding and cashes out only losing twenty percent? So now he has 80% of his investment back. The price continues to erode and he gets back in, knowing this is a bad investment, buys back his “Face Value Position” at 20 cents on the dollar and still has some of his original investment in his pocket.
And now working for Bondholder “A” you have the Ad Hoc Second Lien Committee trying to recover 1.5 billion dollars. The bondholder that really lost can’t file a claim because he is “long gone” from the process and more than likely held a very small position.
And of course everyone understands the real value here as the Ad Hoc Second Lien Committee states in the filing;
“the Debtor’s motion to sell its deep water assets must be filed by January 22, 2013, and the auction of those assets is to occur by March 26, 2013, subject to an extension of no longer than four weeks. This schedule leaves precious little time for holders of Second Lien Notes, who are owed $1.5 billion plus interest, to determine whether they want to own the Debtor’s equity or assets and, if so, how to deal with the claims of the DIP Lenders, ORRI and NPI holders, and other secured creditors.”
Do you think the court just might have a problem with bondholders like Bondholder “A”? Kind of makes you think about how many Bondholder “A’s” are out there and there total ownership position in this 1.5 billion of debt. Man I can see these folks being identified in court and the judge saying to these folks, gentlemen please take a seat in the back of the bus.
Don’t you think it would be interesting if the court ordered a detailed accounting of just who these bondholders are and a transaction history of these folks ownership position to establish the “real financial loss” of this group. Surely the equity committee can make this request of the court as the Ad Hoc Second Lien Committee appears to be jockeying for the Debtor’s equity and or assets.
And these folks think the “Unsecured claims and common stock have no meaningful market value.” The common stock holders are the owners of the company and the ATP current management holds a 13% position in the company. Maybe just maybe the equity committee should request the court to require the current bondholders to identify themselves and supply a transaction history to support their claims, along with the bond “ownership” transaction logs from day one.
Do you think maybe just maybe the Ad Hoc Second Lien Committee might see the value in a 20 cents on the dollar settlement. Do you think the bankruptcy court gives a hoot about the “wall street bond speculators” trying to make a buck, when the investors who really “lost their money” are out of the process.
I would be surprised if 1% of the original bondholders that invested the $1.5 billion still retained their “original” investment. But I would suspect those bondholders selling their positions early in the process are back in the game, trying to make money on the face value of the bonds.
With respect to ATP’s shallow water operations value!
Producing and non-producing Shelf Properties, which, based upon recent (i.e., October 1, 2012)
engineering reports, have proved reserves of 2.5MMBoe (Million Barrels of Oil Equivalent) additional probable and possible reserves are reported as much as 544MBoe (Thousand Barrels of Crude Oil Equivalent).
Round number $3 million times $93 a barrel, $279 million X .75 (ATP’s interest) is roughly $200 million less P&A Liabilities related to the Shelf Assets of approximately $34 million at 75% would be roughly $175 million of value.
Just me but I believe they (ATP) will be lucky to get $100 million for these shelf properties, which will scare lots of folks playing in this game. Of course those monies will go to the Dip lenders.
First reorganization step, dump the shelf properties. Get as much as you can which will go to the Dip lenders and reduces ATP liability to them. Again scaring lots of folks!
The real value is in the deep water ATP assets; including the UK, along with the floating production / drilling facilities and infrastructure to bring the oil and gas to market, which are owned by an ATP holding company, and thus far not part of the bankruptcy. Which I think scares a few more folks, maybe just a little.
And the twist, I have been reading the US federal government may not let smaller oil and gas companies like ATP participate, as the operator, in deep water drilling and production activities in the deep water GOM. Why because these smaller companies do not have the financial resources to pay for a large cleanup. Just look at the cost BP had to pay. Just me, but ATP will need to make a deal with a big player (operator) in the world market and the keys for ATP for a successful deal will be the floating production platforms and infrastructure which do incorporate the new GOM safety requirements. Also remember ATP UK is not part of the bankruptcy and these drilling and production platforms could be used in the North Sea which allows players the size of ATP. This may also scare a few folks, since the purpose of putting these assets in a holding company is to protect them from claims against the parent and or claims against the holding company to protect the parent!
But with the dogs at the door you need to throw them a bone to keep them at bay, selling off the shelf properties first does just that, but these monies will go to the dip lenders. So let’s make a deal, dip lender get paid their cash. Do you think the other secured creditors would take 50 cents on the dollar for their interest, do you think the bond holders would take 50 cents on the dollar for their interest?
That would reduce that debt in half. With all the bad news, my guess, they would take the money and run and then you would see all of their advisors patting each other on the back on the excellent job they did; since the first offer, just me, might be 20 cents on the dollar as the bonds are selling currently for less that 10 cents on the dollar. Getting 50 cents on the dollar might be considered a major win by their advisors, but ATP management might surprise the lot and they could settle with the secure creditor for 20 cents on the dollar. The original secure creditors are selling off their paper, how many of the original holders are still active. Now that will be an interesting presentation by the debtor when they explain to the court the “current secure holders financial positions” in the paper they now own. Which could scare a few more folks? (Yes your honor, 40% of the current bond holders purchased their bonds at 10% of the face value. And the debtor is willing to pay them 20% of face value. Who might win that one? ) Now with that debt possibly cut in half, finding a new source for funding might not be that difficult. Also remember ATP’s management still holds a 13% equity position in the company. Do you think management remembers those secure creditors that were shorting the stock?
One of the more interesting recent court filings is the 1/11/2013 filing #1200. Within that filing one will find exhibit C, ten pages of Sales Notice Parties. Just me, but within that document one would think we would find, maybe, the names of the future possible suitors. I think it would be hard to explain if a deal was made with a company that was not on this list. Don’t you love disclosure!
My favorite names on the list are CNOOC, China Development Bank Corporation, Evertrust International Insurance Brokers, IBBC Financial Leasing and Ping An Property Casualty Insurance of China. All of these companies are Chinese. Isn’t the Octabouy hull being built in China?
Deepwater assets and not included this round!
As we wait and discuss; I’m sure those that have done there DD have read Gedeon Heller’s piece published on 12/2/2011. It is an old article but one of my favorite’s. Those that haven't read it, see below.
Gedeon Heller 12/2/2011.
The first thing I do when analysing ATPG (ATPG) is tear up its balance sheet – literally. That is, print it off, glance it over, and then physically tear it up.
All I care about is how much oil is in the ground,- proved reserves.
Here is the simple business summary of the company taken from Yahoo Finance:
“ATP Oil & Gas Corporation engages in the acquisition, development, and production of oil and natural gas properties in the Gulf of Mexico, the United Kingdom, and the Dutch sectors of the North Sea. As of December 31, 2010, it had estimated net proved reserves of 126.4 million barrels of crude oil equivalent (MMBoe), of which 83.9 MMBoe were in the Gulf of Mexico and 42.5 MMBoe were in the North Sea. Its reserves comprised approximately 75.1 million barrels of crude oil or other liquid hydrocarbons, and 307.8 billion cubic feet of natural gas. The company also owned leasehold and other interests in 51 offshore blocks and 88 wells comprising 24 subsea wells in the Gulf of Mexico, as well as had interests in 13 blocks and 3 company-operated subsea wells in the North Sea. ATP Oil & Gas Corporation was founded in 1991 and is based in Houston, Texas.”
Okay, so 126.4 million barrels. Last time I checked, WTI was trading at around $100/barrel. Lets ignore that ATPG sells its oil for a substantial premium over WTI (20%+). Lets also ignore all of ATPG’s unproved reserves and value them all at 0, even though they have the potential to be worth billions. Using some simple arithmetic:
$100 x 126.4 million = $12.6b
Below are ATPG’s platforms as described in their annual report:
“As of the date of this report, we own an interest in 29 platforms, including two floating production facilities in the Gulf of Mexico, the ATP Titan at our Telemark Hub and the ATP Innovator at our Gomez Hub. These floating production facilities are fundamental to our hub strategy and business plan. The presence of these facilities allows us a competitive advantage for additional acquisitions in a large area surrounding each installation. A third floating production facility called an Octabuoy is under construction in China for initial deployment at our Cheviot Hub in the U.K. North Sea. We operate the ATP Innovator and the ATP Titan and also expect to operate the Octabuoy when it is placed in service. The floating production facilities have longer useful lives than the underlying reserves and are capable of redeployment to new producing locations upon depletion of the reserves. Accordingly they are expected eventually to be moved several times over their useful lives.”
Most the money borrowed by ATPG (around $2b) was used to pay for all that stuff listed above. To me that sounds like a good deal.
ATPG currently has a market cap of around $380m. This figure is completely random. It has no meaning. The only thing I get from this number is that it’s low, really low. If someone offered $1b for the company they would be getting it for damn cheap.
Enough has been written on the amount of short selling of the stock so I’m not going to go there. But I will say, the company is heavily shorted and this obviously hurts the share price. Let’s ignore the shorts though, I really don’t care about their strategies or why they are shorting or if they will ever cover.
Good luck to them.
I am, however, a lot more interested in ATPG’s creditors (who ironically are some of the same people shorting the stock). ATPG has a very complex and intricate web of financing which has been primarily debt fuelled. I’m not going to even try to break it down or explain it. I’m just going to simply ask the question, if I were a creditor would I give ATPG more time, or would I force them into bankruptcy? Personally, I would give them more time, because bankruptcy takes even longer, and I would have a much greater chance of recovering my money by allowing ATPG to monetize their reserves instead of fighting it out in bankruptcy court where the lawyers become the main beneficiaries (shiver).
Yes, ATPG could go bankrupt. If I had the money I would take over the whole company, pay off the creditors and then watch myself move up the Forbes rich list, maybe even make the top ten with those sorts of reserves. ATPG is so speculative but it has potential. It is definitely an all or nothing play which could lead to a nice payoff at these prices. I see it as a potential takeover target although only time will tell.
Good luck
And I forgot to add.
Just me, the current board of directors needs to fire KR.
Plus a word to those future investors of unregistered Avalon securities that KR might be trying to sale you.
You really need to do your own DD. Know that your investment dollars may not be going to build the company, but could be at risk to pay damages and or fines. Some folks may be waiting for your investment dollars to hit the Avalon account.
You really need to do your own DD, do not take my word for it.
From the last 10K filed with the SEC, page 30.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
“Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. There were 52,051,422 shares of common stock and 3,105,000 shares of 8% convertible perpetual preferred stock outstanding as of March 2, 2012. “
Also note from the same filing;
“The number of holders of our common stock and 8% convertible perpetual preferred stock as of March 8, 2012 is 12,321 and 556, respectively.”
Now this has been an interesting day, 80 thousands shares trading today. No Nevada filing to date for the increase in the authorized. No new SEC filings and no news from the company. Maybe KR has hired a new IR firm to promote the stock again. That could explain the volume.
In my last conversation with etrade concerning the proxy vote, which my “No votes” were not counted. Etrade has still not heard from KR concerning the vote and the funny thing; the service rep told me, “that is what I get when dealing with these sub penny’s”.
I have also been told patience, patience, patience as Avalon has no “real money” to pay for anything including a suit with damages. And of course KR has not filed the increase in the authorized as yet, so what does the proxy vote mean anyway. We still are only authorized for 3.33 million.
But the real crime, KR gave himself the preferred shares without a vote and approval of the common stock holders. So patience is the order for the day, when Avalon does have the funds to pay damages; my guess is, lawyers will be jumping all over themselves to file suit.
Some folks are covering all bets.
Sounds like a pipe dream? But it’s really salesmanship with a twist.
As reported by Brookings; As with many aspects of China’s rapid economic growth, China’s National Oil Companies (NOCs) have been viewed by foreign observers with both curiosity and fear. These apprehensions have been especially pointed as Chinese oil companies have gone international and tried to acquire foreign energy companies, a move some critics see as an aggressive play by Beijing to expand its influence abroad at the expense of global energy security. T. Paul just might find a way to stick it to the US government for their failure in this GOM fiasco.
Top three Chinese oil and gas companies; China National Offshore Corporation (CNOOC), China National Petroleum Corporation (CNPC) and Sinopec (China Petrochemical Corporation) which might have an bigger interest in ATP’s IP!
And then the twist, bring in the Russian Oil and Gas companies that have the bucks; Gasprom, Rosneft, Lukoil and Novatek. Bring them all in, maybe just maybe 6 billion might grow to 7.
Common sense would suggest, If you are opening a data room, bring in all possible buyers and make a deal!
T. Paul is still the Chairman of the Board. Have you seen T. Paul’s resume?
It was reported that ATP management, debtor along with us, held a 13% position in the company. Also look at the board members ownership. I believe it would be a different sorry if these folks were not part of the reorganization. If there was no value, these folks would be long gone.
Here are a few more hidden value tidbits.
• ATP ranks fourth overall, including super-majors, in deep water Gulf of Mexico wellbores. Only Shell, BP, and Anadarko have more.
• In addition to the case pending against the U.S. government, ATP management is pursuing claims against deep-pocketed BP.
• At the time of the Deepwater Horizon accident, ATP management was forecasting a production rate of 50,000 barrels per day within a year.
Maybe just maybe some Chinese company might want to be the fourth largest holder of deep water wellbores in the GOM.
Maybe just maybe some Chinese company might find some value in a possible billion dollar payout by BP.
And maybe just maybe some Chinese company might see the “payback” on 50,000 barrels per day production.
Six billion dollars is not that much money these days in the gas and gas business.
So if there is a suitor at 6 billion, what has more value, the bonds or the stock? Bonds selling at roughly ten cents on the dollar, with a hard cap!
Or the common and preferred shares?
I am an investor in ATP common and preferred shares. I am encouraged that the large “equity shareholders”, those owning more than 5 to 10% of the common shares are still part of the process. I would think these equity holders, private investors, directors and officers of the company have a vested interest in preserving the equity positions and investments. As stockholders we are all in the same boat.
I do believe ATP’s assets do have “real value” and are undervalued. I do understand some folks are waiting for the “fire sale” to begin. I do believe the secure creditors will be making a play to “steal” the company. Of course they would want the ATP assets in place if they are allowed to present a plan of reorganization. I believe that plan would be 100% ownership, leaving the current equity holders out!
As you know, the selling off of some of the assets might be a short term fix, where the securing of a “new source” of funding will fix the short term issues and should generate additional working capital for the future. I am sure that ATP’s management has searched for funding prior to the bankruptcy filing and continues to look for future financing partners. As an ATP investor, I feel a responsibility to offer my “Out Of the Box” two cents.
One could argue the “Real Value” of the company exceeds the recently published value, as book values do not represent the replacement and or the current market value of the assets. My assessment is a value just short of 6 billion dollars which is based on what I believe would be the current asset replacement values (production infrastructure), oil and gas proven and unproven reserves, current operational income; future projected operational income from producing ATP’s oil / gas assets and the estimated market value of ATP’s IP, along with other documented ATP assets.
Developing the infrastructure to match the current offshore operations is a very expensive proposition and those assets are only carrying the current depreciated “book value”. As schedule B29 states the difference between “cost basis” and the “book value” of those assets listed is a little north of $1.5 billion dollars of value. The other treasure that technology driven oil and gas companies desires is intellectual property, IP that gives them a completive edge. ATP’s IP could be classified as a “Gold Mine” of value. I am sure finding a source for financing would fix all issues, both short term and long term.
So who?
I am sure everyone is aware of the recent activity of Chinese Oil and Gas Company’s. As we all know, Chinese Oil and Gas Companies are making investments in North American oil and gas. China does have access to billions of investment dollars and an extremely large need for energy resources. ATP assets in the North Sea, the Mediterranean Coast and the Gulf of Mexico have real value, production area’s that a Chinese partner might find attractive. ATP’s technology adds to that value for a Chinese partner and the ATP Innovator and ATP Titan along with a completed Octabouy would give that relationship addition value. Why wouldn’t a Chinese partner help structure a long term financing deal if it were to their benefit? A deal that would include a Chinese equity investment for ownership in ATP’s current oil and gas properties, a deal structured around just three elements.
• The first element would be a long term financing deal that would clear the current debt and provide working capital to complete all current ATP projects.
• The second element of the deal would be the opportunity for the Chinese partner to make a substantial equity investment into ATP, which should include a board seat for the Chinese partner.
• The third element is access to some of ATP assets and technology.
I am sure ATP’s management has been working on numerous reorganization plans. They have too much to lose not to do so. Maybe just maybe there is a Chinese oil and gas company making a few calls. CNOOC paid $15.1 billion for Canada’s Nexen and earlier, 2011, purchased Nexen’s bankrupt partner in the Long Lake oil sands project, OPTI Canada. The Long Lake oil sands project produces low quality, viscous heavy oil that sells for less than half of the Brent oil price.
Maybe, just maybe a Chinese oil and gas company just might see $6 billion dollars of value in ATP.
Lessons to Learn.
Still no Nevada filing and to my surprise we did see a 10Q filing. Thank you very much. We have $402,581 of stockholders equity. That number keeps going down; maybe that is KR’s plan. Just me but I think those numbers will get worse, but let’s look at the current numbers.
To get to that $402K equity number, it includes assets of $1.8 million in unproven oil and gas properties (SEC loves to review these numbers) and the $159K in Intellectual property rights (Another area that can get you in trouble with the SEC.) Do your own DD regarding the IP, just look at the SEC filing. It is amazing how some IP can have no value one year, and then when it is discovered the IP that represents value in the filings was lost, that no value IP now carries value. I don’t think the SEC likes creative accounting.
And my favorite, the $160K advanced for the purchase of oil and gas properties dating back to 2010. (Doesn’t make sense to have a deposit for 2 plus years) There is something else going on here! With unaudited financials who verifies the deposit. Would you or anyone give someone a deposit of $160K and let them hold those funds for over two years. I smell something that really stinks!
OK, now take the $1.8 million, the $159K and the questionable $160K deposit out of the assets listed in the 10Q, you now have a negative stockholders equity position of -$1.7 million. Then throw in the reported balances of accrued and unpaid salaries of $198K, that doesn’t paint a very pretty picture does it.
Just think, as a future investor in those unregistered securities KR plans to sell, the first $198K management raises will go to paying that $198K in unpaid salaries. In stock that means, at $.10 cents a share, 1.9 million shares would need to be issued just to pay the unpaid salaries. But we all know KR will discount that $.10 a share value to $.05 a share and that number doubles to roughly 3.8 million shares. What is our current outstanding, 3.19 million shares? Add another 3.8 million; do you think the current holders of Avalon common shares will be real happy about that dilution just to pay management back salaries?
And of course, throw in KR’s preferred shares he claims he owns, of course he gave himself these shares without a vote of the common stock holders, that means another dilution. I know it is amazing that KR finds investors to buy these unregistered securities. And now we find KR just might be selling / pledging unregistered securities, as reported in the 10Q.
“Our financing activities for the six months ended September 30, 2012 provided cash of $65,000 as compared to $167,712 for the six months ended September 30, 2011. We plan to raise additional capital during the coming fiscal year. Cash generated by financing activities represented two note payable of $65,000 from a private investor.”Do you think these notes are convertible?
I had in interesting conversation with one of the two 2012 Avalon IR firms hired. It appears this guy helped raise some money for KR in 2012 and I was told the private investor was not real happy. With 3.19 million issued of the 3.333 million authorized, leaves around 140,000 shares. Do you think that $65K, when converted will push the issued over 3.333 million. My bet, it will!
Also take a look at all of the other convertible notes outstanding, my bet those numbers are not calculated into the issued / pledged numbers, which would be restricted by our authorized at 3.333 million. Selling / pledging shares in a contract, which violates security laws, I would think, would be a No No. Giving yourself 40% of the company, without out a vote of the common stock holders, one would also think, would be a No No. And the icing on the cake, management doesn’t respond to your emails and letters of concern, or at least mine.
So let’s roll the dice, will current common stock holders do anything about it? Now would be a good time for others to contact the Nevada Secretary of State, Securities Division. If you are a resident of Nevada make the call.
To my surprise we see a 10Q filing. Thank you very much. We have $402,581 of stockholders equity. That number keeps going down; maybe that is KR’s plan. Just me but I think those numbers will get worse, but let’s look at the current numbers.
To get to that $402K equity number, it includes assets of $1.8 million in unproven oil and gas properties (SEC loves to review these numbers) and the $159K in Intellectual property rights (Another area that can get you in trouble with the SEC.) Do your own DD regarding the IP, just look at the SEC filing. It is amazing how some IP can have no value one year, and then when it is discovered the IP that represents value in the filings was lost, that no value IP now carries value. I don’t think the SEC likes creative accounting.
And my favorite, the $160K advanced for the purchase of oil and gas properties dating back to 2010. (Doesn’t make sense to have a deposit for 2 plus years) There is something else going on here! With unaudited financials who verifies the deposit. Would you or anyone give someone a deposit of $160K and let them hold those funds for over two years. I smell something that really stinks!
OK, now take the $1.8 million, the $159K and the questionable $160K deposit out of the assets listed in the 10Q, you now have a negative stockholders equity position of -$1.7 million. Then throw in the reported balances of accrued and unpaid salaries of $198K, that doesn’t paint a very pretty picture does it.
Just think, as a future investor in those unregistered securities KR plans to sell, the first $198K management raises will go to paying that $198K in unpaid salaries. In stock that means, at $.10 cents a share, 1.9 million shares would need to be issued just to pay the unpaid salaries. But we all know KR will discount that $.10 a share value to $.05 a share and that number doubles to roughly 3.8 million shares. What is our current outstanding, 3.19 million shares? Add another 3.8 million; do you think the current holders of Avalon common shares will be real happy about that dilution just to pay management back salaries?
And of course, throw in KR’s preferred shares he claims he owns, of course he gave himself these shares without a vote of the common stock holders, that means another dilution. I know it is amazing that KR finds investors to buy these unregistered securities. And now we find KR just might be selling / pledging unregistered securities, as reported in the 10Q.
“Our financing activities for the six months ended September 30, 2012 provided cash of $65,000 as compared to $167,712 for the six months ended September 30, 2011. We plan to raise additional capital during the coming fiscal year. Cash generated by financing activities represented two note payable of $65,000 from a private investor.” Do you think these notes are convertible?
I had in interesting conversation with one of the two 2012 Avalon IR firms hired. It appears this guy helped raise some money for KR in 2012 and I was told the private investor was not real happy. With 3.19 million issued of the 3.333 million authorized, leaves around 140,000 shares. Do you think that $65K, when converted will push the issued over 3.333 million. My bet, it will!
Also take a look at all of the other convertible notes outstanding, my bet those numbers are not calculated into the issued / pledged numbers, which would be restricted by our authorized at 3.333 million. Selling / pledging shares in a contract, which violates security laws, I would think, would be a No No. Giving yourself 40% of the company, without out a vote of the common stock holders, one would also think, would be a No No. And the icing on the cake, management doesn’t respond to your emails and letters of concern, or at least mine.
So let’s roll the dice, will current common stock holders do anything about it? Now would be a good time for others to contact the Nevada Secretary of State, Securities Division. If you are a resident of Nevada make the call.
Be real careful before you start buying Avalon shares again, because the stock price went into the 20 cent range, just me, but I will not buy additional shares until it goes down to $.05 a share. I think KR might be trying to sell unregistered shares at $.08. Time is money and he, KR, needs funds to live on.
If you are thinking of giving KR any of your money for unregistered Avalon securities, do your DD before you write the check. No Nevada filing, as yet, to increase the authorized? You might want to call and speak with the Nevada Secretary of State. KR may be trying to sell you unregistered securities that he and Avalon’s management has not filed with the state. Our authorized is only filed for 3.33 million shares, regardless of what has been reported that our authorized is 200 million. No filing, no 200 million.
Why do you think that the Nevada filing hasn’t taken place? Maybe there is a big question mark regarding the vote, maybe a big question mark regarding the series “A” preferred shares KR gave himself and the preferred share vote. Check your own DD with regards to the boards authorization to give a director/ officer 40% of the company without a vote of the common stock holders. That is how KR obtained these series “A” preferred shares. Also check the Nevada statues in regards to this type of action and the requirement for a stockholder vote to approve such action. The time of this board action is also questionable as the history will show a possible merger in the works at that time.
No SEC 10Q filing to date. Why do you think that is? We just might not see a SEC filing for some time, again historical data, check your own DD.
Me, I am still waiting for that SEC filing, looking to see if the $160K deposit for oil and gas properties is still being reported after a couple of years. Who would give anyone a $160K deposit, held by the seller for over two years, for a possible oil and gas asset purchase? My guess is we will see that deposit disappear in the next 10Q report, will be an interesting paper trail. But when you know where to look, things are easy to find.
As we wait, do you think Avalon still has an interest in the oil and gas properties reported on Avalon’s web page?
Remember, the company, board of directors and KR reported the ownership of the University of Wyoming license for paraffin wax deposition for years, after they lost that license. It took lawyers for the university to get KR to remove the information from the web page and then we saw the loss in SEC documents.
Do you think any of those web page oil and gas reported holdings have been lost?
Those reported holdings are;
E.A. Chance #1 & #2 - Camp County, Texas
Operated by KROG Partners, LLC, a Kilgore, TX. We know that is Bobby Doviak’s company. Do you think Avalon still owns a stake in that property? No news here for years.
Do you think Avalon still has an interest in this property?
Dixon Heirs #1, Deltic Farms & Timber #1, the Gunn #1 - Miller County, Arkansas
These properties are also operated by KROG Partners, LLC. Again Bobby Doviak. Again no news here for years.
My favorite is Janssen #1A - Karnes County, Texas. Do you think Avalon still has an interest in this property?
PROEX Energy Management (TSX: PXE) (PXEYF.PK) is the operator of the well. X Avalon director RJ Abercombie’s company is the operator here. I’m sure everyone knows of the Abercombie / Boeckman conection! Again no news here.
Do you think Avalon still has an ownership position in the Lake Washington Field - Plaquemines Parish, Louisiana.
Swift Energy Company (NYSE:SFY) is the operator of the field. Again no news here!
Waters Well - Lipscomb County, Texas
Does anyone know who the operator is here? Does Avalon still have a position in this property? Again no news.
Grace Wells - Lincoln County, Oklahoma, the only property KR has spoken about in two years.
Avalon holds a 70% working interest in the 5 Grace Wells, Grace #1, Grace #2, Grace #3, Grace #5A and Grace #6 in Lincoln County, Oklahoma.
What a crooked road we travel sometimes, when it is so much easier just to build a small oil and gas company into something the management and investors could be proud of and the current board does nothing to fix the problem!
Guilty by association for doing nothing, KR needs to be fired!
Good morning ….. Hope all had a wonderful thanksgiving holiday. Did receive a nice letter from Nevada Securities Administrator, in the office of the Nevada Secretary of State over the holiday! Loved the letter reference: Kent Rodriguez / Avalon Oil and Gas! Looks like I will be entering Step Two.
The Nevada Securities Administrator was quite helpful. In step two, I will need a Nevada resident’s help. Is anyone on this board a stockholder and a Nevada resident? Avalon’s current authorized common stock filed with the state is 3.33 million shares. K. R. will be selling more shares; he will be selling more shares than is currently authorized by the state. That is a big No / No!
Once the 10 Q comes out my guess it will read 200 million authorized, and more than likely KR will report more than 3.33 million shares issued and outstanding. At that time a Nevada resident needs to file a complaint with the Nevada Secretary of State, Securities Administrator, providing the 10Q report and asking how Avalon’s management, KR, can sell more shares than legally authorized by the state.
The evidence presented will be the 10Q report filed with the SEC and the current state filing of the authorized at 3.33 million.
If the company does file with the state of Nevada for the increase based on the proxy vote, those Nevada residents that voted “No” for the increase need to file a complaint with the Nevada Secretary of State, Securities Administrator asking for an investigation regarding the vote count, there is a good possibility that your “No” vote was not counted.
In my last conversation with E*TRADE concerning the proxy vote and E*TRADE’s efforts to obtain information regarding the vote, the company; Avalon and KR, has not responded to E*TRADE’s phone calls.
One of the more interesting aspects of the Nevada Securities Administrators letter is their suggestion that I contact a private attorney and the Securities and Exchange Commission; which they provide a contact reference. Looks to me like they need alittle more information and a few more complaints filed by Nevada residents.
For me it quite simple, the current board of directors needs to fire KR which I have suggested to them numerous times. But I have to say, I am looking forward to possible civil action. Avalon’s articles of incorporation section 12, Indemnification, which is standard language with the last sentence “permitted pursuant to the General Corporation Law of the State of Nevada. If the officers and directors violated Nevada law, “No Indemnification”!
KR has a big problem when he granted himself those series “A” preferred shares without a vote of the common stock holders, made false and misleading statements in the Stockhouse interview concerning the license ownership of the Ultrasonic Mitigation Technology, disposed of 30 plus million shares without reporting and failed in his fiduciary responsibilities to the common stock holders of Avalon oil and gas securities.
And just me, I would think the current board of directors might have a few problems when this information was disclosed to them and they took “No Action”. They didn’t even send a letter telling me they have investigated my concerns, if fact zero response to a shareholder who held close to 2% of the outstanding common shares of the company before the RS.
Remember KR needs some short term “market price history” to establish a “discounted” sales price for the unregistered securities he is going to sell. Nevada filings still shows only 3.333 million shares authorized, do you think he is out their promoting, today, the sale of shares above the filed authorized? My guess is he is!
The History shows he sells these securities at about half the market price. Today someone sells on the open market, at the bid, around 300 shares for $.08 a share. ($24.00) Than shortly after someone buys around 200 shares, at the ask, for $.23. ($46.00), bringing that stock price right back up again. KR doesn’t care about the volume; he just needs that share price high.
So now we wait again, those that read the SEC filing, NT-10Q; Notification of Late Filing on 11/15, know that
“the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date;” That means the filing is due today!
So what’s going on? I filed my complaints with the authorities. Got a nice letter from the Nevada Attorney General, sending additional information to both the AG and the Nevada Secretary of State, Securities division.
Did you know the Nevada Secretary of State, Securities Division CAN:
Investigate complaints against individuals, corporations and other business entities, for violation of registration, licensing or anti-fraud provisions of Nevada securities and/or commodities law.
Bring administrative/and/or civil actions to stop these violations and/or to impose civil penalties.
Investigate complaints of criminal violations of Nevada securities and/or commodities law and refer cases for criminal prosecution to the Nevada Attorney General.
Do you think the selling of unregistered securities, above that number authorized and filed with the state, would be a violation of Nevada law?
Do you think making false and misleading statements in the Stockhouse interview regarding the ownership of the Ultrasonic Mitigation Technology would be a violation of Nevada securities law?
Do you think the nondisclosure of selling 30 plus million shares by a director of the company is a problem with fiduciary responsibilities?
Do you think granting yourself Series “A” preferred shares without common stockholder approval would be a problem. Just think if every CEO, director and officers of public corporations gave themselves a 40% interest in the companies they managed.
How does this happen, nobody complains! Read the 10Q that is supposed to be filed today, question everything in it that looks or smells “Fishy”. You too can file complaints against Avalon management.
I would guess the games continue with today’s volume at 143 shares at $.22, that is a $32.17 transaction. When the stock price gets high enough he (KR)will try and unload more shares in his private offerings. You can count on folk’s watching this action.
Only one, KR, benefits from this low volume when he is out searching for investors. He needs to establish a higher market price, we have moved from $.09 cents a share to $.22 with no news and no filings and no rumors. But remember before the RS this $.22 price represents a $.00073 price. With the proxy vote to increase the authorized to 200 million, that would represent a before RS authorized level at 60 billion shares.
With the history here of reverse splits, you can bet folks have been doing the math of how many shares common stock holders have lost investing in KR’s private offerings and open market purchases.
With the authorized still filed with Nevada still at 3.33 million, even with the reported vote, the company needs to file the change with the state which they still haven’t done.
Also remember the series “A” preferred shares KR gave himself. I don’t think KR has the personal funds to pay out in damages, maybe folks are looking at the other parties to the transactions and benefits received for looking the other way.
It is like waiting for more fuel to be added to the fire.
Good afternoon ….. Nosing around looking for any “New” information regarding Avalon, as of twenty minutes ago, no Nevada filing to increase the authorized from 3.33 million to 200 million.
Did see yesterday the SEC late filing notice, Mr. Alan P. Fraade with Mintz and Fraade filed, Alan is Avalon’s attorney. Just for fun check out Mintz and Fraade in an internet search, if you haven’t already done so.
Can’t wait to see if the $160K deposit is still in play after 2 years, 10Q needs to be filed by the 5th calendar day after the extension filing date, I have more documents to send out but am waiting for the filing first.
It is like waiting for more fuel to be added to the fire.
Always are you still with us here?
That was a nice bounce back, lets see above 50K in volume!
Enjoy the ride!
Kind of looks that way, doesn't it! Hopefully the stock price will continue to go up. It would be a nice change.
It appears with this recent activity there has been some interest in Avalon by someone and or some group? No announcement of a new IR firm, no filing with the state of Nevada to increase the authorized from 3.33 million to 200 million shares and no sec filings. And of course “no press releases”, but the good news, we are due for a 10Q report mid-November.
Regardless of this recent activity to drive the stock price up, with no news and what appears to be a “behind the curtain” Avalon stock promotion going on, as the stock price did hit $.20 today for at least a short period of time, thank you very much. I for one am looking forward to the next 10Q report to be filed shortly.
I have a special interest in discovering if Avalon will report as KR reported in the last 10Q filing for period ending 6/30/1012, as the company’s management, KR, did report “During the three months ending June 30, 2010, we advanced $160,000 for the purchase of oil and gas producing properties in Western Oklahoma, pending the completion of due diligence by the Company. These funds will be returned to us if we do not complete the acquisition of these producing properties.” (page21) … again reported in 2012 and reported in the current financial data.
Now two plus years later, since June 30, 2010, will the company report in the next 10Q, as they did in June 2012, an asset of $160,000 in prepayments for oil and gas properties in Western Oklahoma. Do you think that deposit is still in play???? Do you think that deposit was ever in play????
That deposit was for the Fossiltec oil and gas properties. This company is owned by Mr. Foy Streetman, and is listed as a Nevada corporation, NV20011460495. Mr. Streetman is listed on the Avalon company web page under management, as an Avalon advisor. Folks might find it interesting to learn if Fossiltek, Mr. Streetman, did receive a $160,000 deposit from Avalon for the purchase of oil and gas properties in Western Oklahoma back in 2010 and does Mr. Streetman still retain that deposit? I’m sure it will be a question investigators will have for Mr. Streetman. It might also be interesting to ask Mr. Streetman if he has made any personal loans to Mr. Rodriguez and if any, have those loans been repaid.
Question: Is it fair and reasonable that a small oil and gas company would tie up $160K for over two years in a deposit? For what possible reason would anyone do that????
Anyone care to help me understand this?????
Always, any comment on what we are seeing here with no news reported?
Quick up date, etrade is trying to confirm that my shares weren’t voted. They called to tell me KR hasn’t returned any of their calls. Does this surprise anyone?
History here will tell you, if the 200 million gets authorized, and no one claims foul in KR’s claim to the series “A” shares and his voting rights, and of course KR reporting false and misleading information. He will save 80 million shares of the new authorized for himself, and sell the additional 116 million shares.
He will sell the shares at 50% of the market value. So today with the close price at $.099 (50%) he will get $5.7 million. With a close price at $.061 (50%) he will get $3.5 million. Do you really want to buy shares on the open market at $.099, knowing he will sell shares at $.045 and do you really want to buy shares on the open market at $.061, knowing he will sale shares at $.0305. And the bigger danger, as KR sells the discounted shares and the stock price continues to go down, and of course when the issued and outstanding common shares exceeds 116 million shares, know he will RS the shares once again.
You too need to file complaints with the Nevada Attorney General and the Nevada Secretary of State, Securties Division. The current board of directors needs to fire KR. What director in their right mind would want their good name associated with what is about to happen? Then again, maybe it is too late, just me but something just doesn’t feel right here. Maybe the SEC is closing in????
Good news is we don't see the Nevada filing for the increase as yet!
Good morning, I have had some major concerns regarding the recent Avalon proxy vote in September. As the stock transfer agent has informed me, my shares are in the street name and not in my name. I have asked E*TRADE to challenge the September 28, 2012 proxy vote and they have informed me that they are researching the vote. As reported in SEC filing the vote against was only 52,500 votes. It appears to me that my holdings were not counted, as I did send in my proxy voting “NO”, as E*TRADE instructed.
And more interesting!!!
I believe those of us that have our holdings in the “street name” were disenfranchised. E*TRADE told me, in written correspondence, they were not informed of a proxy vote by Avalon. Is it fair and reasonable to assume out of 3,191,137 shares, 52,500 were the only votes that were “No” votes? It makes it real easy when you don’t see your shares voted. This leads me to file another formal complaint with the Nevada Attorney General and the Nevada Secretary of State, Securities Division! Disenfranchised Avalon common shareholders, because management did not give proper notifications required by law.
On another note, with 3.191 million shares outstanding of the authorized 3.333 million. What about those convertible note holders. Check the last 10K filed on March 31,2012, the number of convertible notes will leave you scratching your head, where does KR plan to get the shares for those conversions? Hold on; is it legal to have convertible notes with no shares to convert to? This leads me to file another formal complaint with the Nevada Attorney General and the Nevada Secretary of State?
Did receive a letter from the Nevada Attorney General yesterday, did you know Consumers or Investors who believe they have been defrauded in a securities fraud scheme can file complaints with the Secretary of State Ross Miller’s Office through their securities division. It appears the investigation is handled by the Secretary of State’s office, securities division and prosecuted by the Attorney General’s office. Did learn they convicted an individual in July 2012, in a securities fraud case with only $50K being lost by the investor.
Quick question this AM for the board Moderator?
Avalon long time director Douglas “Ace” Barton, Sax Man; is he off limits here?
Good Afternoon, a quick update to those that might have an interest!
I do believe Mr. Rodriguez position in Avalon series “A” preferred shares was done in violation of Nevada law NRS 78.14 and Avalon’s Articles of Incorporation, which would make his contract for these securities voidable.
Mailed to the Nevada Attorney General a formal complaint regarding Mr. Rodriguez ownership of Series “A” preferred shares and issues relating to his fiduciary responsibilities to Common Shareholders.
Mailed to the Nevada Secretary of State, Securities Division a formal complaint regarding Mr. Rodriguez ownership of Series “A” preferred shares and issues relating to his fiduciary responsibilities to Common Shareholders.
Preparing a formal complaint to be sent to the Securities Exchange Commission concerning issues found in Mr. Rodriguez reported ownership of Series “A” preferred shares.
Preparing a formal complaint to be sent to the Securities Exchange Commission concerning issues found in SEC filings regarding the reporting of ownership of the exclusive worldwide license for the mitigation of paraffin wax deposition developed by the University of Wyoming and the reported ownership of this technology after the University of Wyoming license had been revoked, which resulted in a material cost to common stock holders in an impairment expense of $534,711. As of March 31, 2011 the company reported in the 10K reported filed on 7/13/2012, the value of this technology was $0. Mr. Rodriguez is on the record for reporting false and misleading information about Avalon’s ownership and prospects concerning this technology after March 31, 2011. The license was lost in 2010.
Preparing a formal complaint to be sent to the Securities Exchange Commission concerning issues found in Mr. Rodriguez deposing of 37 million common shares between November 2011 and August 2012, with attention to April 2012, when 604,189,121 shares were traded and half the value was lost. May 18, 2012 resulted in a board action to reverse split 300 to 1, filed in June with Nevada and reported in an SEC filing in July 2012.
Preparing a formal complaint to be sent to the Securities Exchange Commission concerning issues found in SEC filings that reported a deposit made of $160,000 for oil and gas properties in Western Oklahoma.
Contact Avalon’s stock transfer agent; to legally obtain a listing of the current holders of Avalon’s common shares!
I guess sometimes it not what you know but who you know!!!!
Do something about it!!!!!
I would guess that might be true only if we, the common stock holders, allow this activity to continue!
And what can we do?
As a stockholder, I have challenged the vote with the board of directors to increase the authorized. I challenged the vote cast by Mr. Rodriguez of 2.1 million shares. Why????
Some folks may recall the 2002 10 KSB Annual report filed on 07/12/2002. Within that report announced Mr. Rodriguez Series “A” preferred shares, approved only by the board of directors. Also attached to the filing was the Certificate of Designation. Some folks might want to read these documents and look at the activities of the company during that time. The board at that time, which authorized the Series “A” preferred shares, I believe didn’t have the authority to take that action. Also look at the 2003 10K filing, within that filing confirms the 2002 boards action, which was done without a vote of the shareholders, Nevada laws requiring majority approval.
Nevada Law; NRS 78.140 Restrictions on transactions involving interested directors or officers; compensation of directors.
2. The circumstances in which a contract ( the Certificate of Designation is a contract and still an activity contract) or other transaction is not void or voidable pursuant to subsection 1 are:
2.b The fact of the common directorship, office or financial interest is known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power. The votes of the common or interested directors or officers must be counted in any such vote of stockholders. (The activity was not known by the shareholders and it was not approved by the shareholders.)
Why did the board do this, more than likely because KR told them they had the authority and didn’t know any better, as I believed as reported in SEC filings they thought they had that right! Nevada law NRS 78.140 says differently. Why would Nevada law be concerned about transactions involving directors and officers and require that financial interest be known to the stockholders, maybe because they wanted to make sure those folks didn’t have the authority to “Steal” the company from the common stockholders. Were the stockholders notified, the SEC filing show they weren’t.
As an active “Open” contract” I believe the 2002 Certificate of Designation it to be voidable. Yes, these series “A” shares are still an “Open” and activity contract with interest payments being paid and conversion rights still attached, but not exercised. When this contract was issued it was done in violation of Nevada law and Avalon’s Articles of Incorporation, as this document states “to engage in lawful activity”. And of course Avalon’s articles of incorporation, page 5, last paragraph, because the transaction involved directors and officers “and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders’ meeting called for that purpose or when authorized by written consent of the holders of at least a majority of the voting stock issued and outstanding", the board of directors shall have the power. That power, to issue Series “A” preferred shares. But, they needed the vote!
Mr. Rodriguez and the board did not have the votes to authorize this action; as this action was to give him his 40% preferred position. Also look at who was the sole signature on the Certificate of Designation, Mr. Rodriguez. Also look at the 8K filing on 6/18/2002, Letter Of Intent! Good News; with this news, do you think the majority of common stock holders would agree to give Mr. Rodriguez 40% of the company. I think not! And then that deal fell through, and Mr. Rodriguez, from 2002, has sold in excess of 1.2 billion shares of Avalon common stock and our outstanding shares today 3.1 million.
Avalon’s Articles of Incorporation speaks numerous times of “to engage in any lawful activity” and extends these rights to the board. Was this 2002 board action “lawful” without a vote of the common stock holders? Is this contract voidable if the board’s action was deemed unlawful?
Again,I have challenged Mr. Rodriguez rights to vote those shares and convert those shares into Avalon common shares. As I believe the 2002 board’s action to issue this contract was a violation of Nevada law and Avalon’s articles of incorporation.
Will the current board take action or will they do nothing? My guess they will do nothing!
Therefore, I will be sending my issues in the form of a complaint to the Nevada Attorney General Catherine Cortez Masto and to Nevada Secretary of State Ross Miller. I would also suggest other common shareholders, do not take my word for this information I am sharing, but review the documents listed above, research Nevada law and if you agree with my findings, contact the Nevada Attorney General, the Nevada Secretary of State. And If you are so inclined, the SEC, FINRA and of course the Avalon Stock transfer agent voicing your concerns.