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The 400,000,000 Shared Is A Small Hedge.
If USOG pulls off the financing of the note and the stock hits pennyland, say 1 penny, he (Turnbull) gets $4,000,000 extra on top of the $4,000,000 note (with interest).
Turnbull would never take 7.6Billion shares of USOG in lieu of note.
That Would be 7.6 Billion Shares
not including intetest.
At least the very bottom seems to be .0005.
I Read Your Post. Thanks For Pointing That Section Out.
Here's an additional paragraph:
We have approximately five months to pay the note due to Mr. Turnbull before it matures, and the issuance of additional shares of common stock alone may not be sufficient in meeting this obligation given market conditions and the amount of shares available to be issued.
As of July 7 we had approximately 886,332,380 shares of common stock available for issuance and our share price was $0.002 on the Pink Sheets. Unless the share price were to materially improve, this would enable us to only raise approximately $1.9 million from the issuance and sale of these shares, less than the $4.0 million required to pay Mr. Turnbull for the promissory note due on December 31, 2010. However, on July 20, 2010, a majority of our shareholders approved an increase in the number of common shares that are authorized to be issued to 5 billion from 1.8 billion. While this action alone may not be sufficient to raise the principal amount due to Mr. Turnbull given the unpredictability of market conditions (namely the price of our common shares), we believe we now have greater ability to raise additional funds.
Notwhithstanding the increased A/S's on July 20, 2010, to get the $4.0 million the stock price has to rise to:
$4,000,000.00/886,332,380 = $.00451
NOT IMPOSSIBLE!. USOG NEEDS to Uplist and blast away with every stock promoter they can get their hands on. More convertible notes to investors, equity financing as well as the number of common shares authorized should get us there. United Oil is $500k and not due till Dec. 31, 2011.
As a side note, it was a dumb agreement NOT to have access to the revenues of Turnbull and United. If I buy a home, I Don't have to wait 30 years for it to be paid in full before I can collect rental monies.
VERY MUCH CONCUR.
The Revenue Has A Current Quarter:
revenues of $6.3 million from the sale of refined fuels and other service activity.
That's a yearly rate of $25.2 million or an increase of 52.7% over the yearly sales of $16.5 million.
You Can Add Beneficial Shareholders:
5% or more equity holders:
Tech Development LLC3
C/O Cident Law Group
1425 Broadway, #454
Seattle, WA 98122
330,300,000
33.1%
Kytin Holdings LLC4
C/O Cident Law Group
1425 Broadway, #454
Seattle, WA 98122
137,500,000 13.8%
as possible source of the daily .0001 drop responsible party. These are probably the majority shareholders who voted to increase the A/S to 5.0B. (in my opinion this had to be done).
No. We want 10Q.
Yea, I saw that Post Yesterday.
Still No 10Q For 2nd Qtr Filed
I just checked. Plus I check and check and of course check some more.
If you want to check go here:
http://www.sec.gov/cgi-bin/browse-edgar?filenum=000-53971&action=getcompany
The Answer is Who Are Those Protected Traders?
James Crimi indicated it's not USOG. Only stocks are being issued for capital reasons.
Too Structured And Methodical To Be Simple Market Trading.
There's some sources I can think of:
• Day traders
• Usog selling restricted shares
• Market Makers exiting
• Counterfeit stock interjected (this only lurks in my mind, I hate going on record with this)
• Convertible notes from way back in May 2009 ( holders converted per terms and conditions of note)
• Daily dilution of O/S by USOG (simply a dilution problem)
• Peferred shares being converted to common shares and sold.
Again, it's too structured and methodical to be be simple trading.
What I Would Really Like To Know
Why hasn't Alex Tawse increased his 30,000,000 shares in USOG?
If it were a slam dunk he would have increased his position. I have seen some filings that other directors/officers owned stock, but NO amount was given.
A -Okay.
Trying to figure out?
If you read his post
He never said what you are implying.
Huh??? Read the post you referenced. I didn't worry about you at all.
Thanks
Don't forget
Havanaclub. He's loaded. Maybe , the way he's going, he can do a hostile takover bid. He'll have more stock than the current CEO.
That's why investment bankers / venture capitalists exist.
To figure out the financing. Some tools I know of:
• Equity financing (Investment Bankers)
• Promissory Notes
• Bonds
• Convertible Preferred Stock
• Warrants
• Bank loan
• Get 1000 credit cards with $4000.00 cash advance cap. and there's your $4.0 million.
• $4,000,000.00 loan from Bigtoe
IIMPORTANT DATES
Keep these dates solidly on your calenders:
• Sept. 10 thru Sept. 25 Uplisting Occurs
a) This per Ack0605's 30 -45 days from registration, August 10th, (Form 10) to uplisting (see ack0605's post #4867),
• Oct. 9, Sat Principle Payment of $1.35M Matures
a) This per "Amendment To Promissory Note" 60 days from registration on August 10.
b) See link
http://www.sec.gov/Archives/edgar/data/1439154/000121465910001260/ex10_5.htm
• Dec. 31, 2010 Turnbull Note Paid
a) This per "Amendment To Promissory Note"
b) See link
http://www.sec.gov/Archives/edgar/data/1439154/000121465910001260/ex10_5.htm
I'd would load up before these dates. I've gone on post I wouldn't buy - it has now changed. I will consider buying.
The only income for USOG is (it seems):
The company is pursuing additional cash from the sale of convertible notes to existing shareholders as well as equity financing through investment banks and accredited investors to fund the remaining balance on the note to Jeff Turnbull and owners of United Oil. Once these notes are paid, the Company will have full access to the proceeds from operations.
I Agree.
Mike Taylor has a very powerful background. Note should be a non concern. Per conversation with James Crimi, he couldn't disclose how the revenue proceeds were being applied to the Turnbull Note. I can't see how much USOG actually owes.
Ack0605 Or Bigtoe1963,
The USOG 2010Q2 10Q lists as an asset:
Accounts Receivable - Trade, net as
$1,614,217.00.
Trade, net implies a high degree of credit worthiness, i.e. can be counted on as very dependable and will be paid.
Why can't this asset be used to pay off the TurnBull Note?
A simple demand for payment and USOG has $1,614,217.00.
Some Correspondence With IR
(note my fictional screen name was edited in)
Dear The_Pro,
The terms for renegotiating an extension are in the terms of the acquisition located in the company's public filings. However the use of proceeds for repayment are not public knowledge and I cannot comment.
I do not understand what you mean by protected trades? The company is not engage in an offering of stock to the public at this time, and the additional issuance of shares to its outstanding is for capital purpose's.
We appreciate your concerns and value you as a shareholder.
Investor Relations
James Crimi
-------- Original Message --------
Subject: Status/Progress Report
From: The_Pro <The_Pro@yahoo.com>
Date: Sat, August 21, 2010 9:17 am
To: "investor.relations@usaoilandgas.com"
<investor.relations@usaoilandgas.com>
Directed to James Crimi:
1. Exactly how much is owed on the Turnbull note? On InvestorsHub.com it is posted as $4.0M plus $750,000.00 for the renegotiated loan agreement extension (which, if true is excessive).
A) Why hasn't the proceeds, from Turnbull, been paying down the loan?
2. There are protected trades daily (or just about), from 5-15 million (say 10M). 400million + shares have been added to the O/S figure in the last quarter. Is USOG publicly offering stock (the float has gone up significantly also)?
A) If so, how is this manifested?
I do understand you have tight constraints between insider info and public domain info. As such, as much as you can offer would be appreciated.
Thank you,
The_Pro
I wish I would have reviewed the amended note before I contacted James Crimi. I don't see anywhere the $750,000.00 as a renegotiating
fee.
Below is the amended promissory note from the SEC:
EXHIBIT 10.5
AMENDMENT TO PROMISSORY NOTE
THIS AMENDMENT TO PROMISSORY NOTE (this “Agreement”) is made as of March 3, 2010, by and among United States Oil & Gas Corporation (“Payor”) and Jeff Turnbull (“Payee”). Capitalized terms used herein but not defined herein have the meanings assigned to them in that certain Promissory Note dated as of May 15, 2009, issued by Payor in favor of Payee (the “Note”).
RECITALS:
WHEREAS, Payor and Payee are parties to the Note, pursuant to which Payor agreed to pay to Payor an amount of $3,750,000 plus interest, such payment to be made on or before April 14, 2010; and
WHEREAS, Payor desires to amend the Note to increase the outstanding principle amount, extend its maturity and terminate the interest component of the Note, and Payee desires to consent to such amendments.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendment to First Paragraph of Note. The first paragraph of the Note is hereby amended and restated in its entirety to read as follows:
“FOR VALUE RECEIVED, the undersigned, United States Oil & Gas Corporation, a Delaware corporation (“Payor”), promises to pay to the order of Jeff Turnbull, an individual, (“Payee”), the sum of $4,000,000.”
2. Amendment to Section 1 of Note. Section 1 of the Note is hereby amended and restated in its entirety to read as follows:
“1. Payment Terms. The principal of this Note shall mature and be due and payable on December 31, 2010 (the “Maturity Date”). Notwithstanding the foregoing, $1,350,000 of the principal amount hereunder shall mature and be due and payable upon the earlier of (i) the Maturity Date, and (ii) sixty days following the effectiveness of a registration statement for the sale of the Shares filed by the Company pursuant to the Securities Act of 1933 (but excluding any registrations to be effected on Forms S-4 or S-8 or other applicable successor forms). All payments hereunder shall be payable, at the discretion of Payee, in lawful money of the United States of America that is legal tender for public and private debts at the times of payments. Payments of principal hereunder shall be tendered at the address of the Payee set forth in the Purchase Agreement or at such other place as Payee may, from time to time, designate in writing.”
3. Amendment to Section 5(a) of Note. Section 5(a) of the Note is hereby amended to delete the words “or any interest” from subsection (i) thereof.
4. Amendment to Section 6(b) of Note. Section 6(b) of the Note is hereby amended to delete the words “any accrued but unpaid interest” from the first sentence thereof.
5. Amendment to Section 10 of Note. Section 10 of the Note is hereby amended and restated in its entirety to read as follows:
“10. [Intentionally Omitted]”
6. Additional Tax Payment. In the event Payee’s 2011 tax liability related to receipt of Note proceeds is greater than the Payee’s 2010 tax liability related receipt to receipt of Note proceeds would have been had (i) the Note matured in 2010, and (ii) the principal amount of the Note been amended as set forth herein, Payor shall reimburse Payee for any such excess within a reasonable time after receipt of proof of such excess.
7. Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties with respect thereto shall be governed by the laws of the State of Kansas applicable to contracts made and to be fully performed in the State of Kansas.
8. Arbitration. Unless the relief sought requires the exercise of the equity powers of a court of competent jurisdiction, any dispute arising in connection with the interpretation or enforcement of the provisions of this Agreement, or the application or validity thereof, shall be submitted to arbitration. Such arbitration proceedings shall be held in Wichita, Kansas, in accordance with the rules then obtaining of the American Arbitration Association. This agreement to arbitrate shall be specifically enforceable. Any award rendered in any such arbitration proceedings shall be final and binding on each of the parties hereto, and judgment may be entered thereon in any court of competent jurisdiction.
9. Miscellaneous. This Agreement is binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Escrow Agreement as of the day and year first written above.
Payor: Payee:
United States Oil & Gas Corporation
Jeff Turnbull
By: /s/ Alex Tawse
By: /s/ Jeff Turnbull
Alex Tawse, CEO
11782 Jollyville Rd., Ste. 211B
Austin, Texas 78759
Fax: (512) 276-6602
Jeff Turnbull
200 South Cochran
Plainville, Kansas 67663
Fax: (785) 434-2068
3
Also note the all important 12/31/2010 deadline.
Thanks,
The_Pro
Reason For Being Late:
It's in the extension's narrative
The Company needs additional time to prepare the financial statements and complete the related independent auditor’s review of the financial statements for the quarter ended June 30, 2010
There Is No Timetable.
They can just file that they will be late. Nothing more has to happen.
A classic example is CYRS. They had 3 late filings in 2 years and were delisted from BB to pink. That happened Dec. 2009. Since then they just filed they would be late. Nothing more (a 10Q wasn't filed).
On the bright side, it's a big image boost to be involved in the race fuel/lubricant business. It steals away from the mom & pop business image and gives them a "Pro Shop" business image. I like to go to Pros when I need something technical to be handled.
Nobody Knows.
It won't be out tommorrow even after the close. I would expect within a month. However, even USOG pobably doesn't know.
I hope it's just a long drawn out process causing the delay.
They, Capital IQ, got it right in that it wouldn't be August 14th.
APRO NEVER promised August 14th but stated it would TRY for it.
Capital IQ is a division of Standard & Poors so their estimate has to bear credibility. Maybe they contacted APRO and determined how far along they were. APRO would listen to S&P versus an individual investor.
That's 10Q for 2010 Q2.
Just Some News Esp. When 10Q 2010 Expected:
KEY DEVELOPMENTS FOR ALLEGIANT PROFESSIONAL BUSIN (APRO)
Allegiant Professional Business Services, Inc. expected to report Q3 2010 results on September 3, 2010. This event was calculated by Capital IQ (Created on June 27, 2010).
06/27/2010
Allegiant Professional Business Services, Inc. expected to report Q3 2010 results on September 3, 2010. This event was calculated by Capital IQ (Created on June 27, 2010).
Allegiant Professional Business Services, Inc. Auditor Raises 'Going Concern' Doubt
06/16/2010
Allegiant Professional Business Services, Inc. filed its 10-KT on Jun 16, 2010 for the period ending Dec 31, 2008. In this report its auditor, Weinberg & Company, P.A., gave an unqualified opinion expressing doubt that the company can continue as a going concern.
Allegiant Professional Business Seeks Financing
06/16/2010
Allegiant Professional Business Services, Inc. is looking to raise additional funds. It stated, “The Company intends to attempt to raise additional capital and acquire profitable business contracts, but there can be no certainty that such efforts will be successful. Management will continue to pursue new temporary staffing and professional employer organization (PEO) business, and continue to pursue opportunities for providing financial services, including benefits and payroll administration, workers’ compensation insurance programs, and personnel records management.
Not the newest of news, but I haven't seen it on this board so I posted it.
There Will Be NO Financials This Week
See my post #4649.
The 2nd qtr 10q is indeterminate/indefinite as of now.
Clarification/Poscript
If a corp is BB and they have 3 late filings they will be delisted to P/S.
USOG is not BB yet so it does not apply.
USOG has now 1 late filing for Q2 2010
USOG has 1 five day extension for Q1 2010
I haven't seen any late filings in 2009.
There Will Be No 10Q For The 2nd Qtr This Week.
The 2nd Qtr 10Q was to have a 5 day extension from August 14th with an estimate given to be August 18th. See my post #4349.
See the news at the home page to this board:
"Notification That Quarterly Report Will Be Submitted Late (NT 10-Q)" by Edgar ( US Regulatory).
Form 12b-25, as submitted by USOG, has the following narrative:
PART III--NARRATIVE
State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.
United States Oil and Gas Corp (the “Company”) represents that it is unable to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (the “Q2 2010 10-Q”) without unreasonable effort and expense. The Company needs additional time to prepare the financial statements and complete the related independent auditor’s review of the financial statements for the quarter ended June 30, 2010. The Company represents that it does not anticipate that the Q2 2010 10-Q will be filed by the fifth calendar day following its prescribed due date.
It should be noted 3 late filings in I believe 2 years time and a corp will be delisted to pink sheets.
Here's The Link :
to Nebraska's Govt. Website:
http://www.neo.ne.gov/statshtml/88.html
Per Nebraskas's GovtWebsite:
Analysis
There are no reports during the months of April to September. Reporting will begin again in October.
The average wholesale propane price had decreased seven cents to $1.22 per gallon on March 15, 2010 (see the table at the end of this report). The graph below shows the spread in Nebraska prices from month to month and from this year compared to previous years. This week's average price was 51 cents (or 72 percent) higher than the price a year ago.
Other states in the Midwest Region had comparable wholesale prices ranging from $1.16 to $1.26 per gallon with the region averaging $1.22. States adjacent to Nebraska, such as Kansas, South Dakota, Iowa, and Missouri, had prices of $1.20, $1.24, $1.20, and $1.20, respectively.
With 9.5 million barrels of supply on March 12, the Midwest Region inventory level was at the bottom boundary of the normal range for this time of year.
Notes: The annual report for the 2008-2009 winter season is available. An archive houses annual reports from previous years.
Heating Season
The Oil Price Information Service collects wholesale propane prices each week for Nebraska and ten (10) other states in the Midwest Region during the heating season (October to March). The Energy Information Administration, the independent statistical and analytical agency within the U.S. Department of Energy, uses the prices collected by the Oil Price Information Service to calculate a state average price, a regional average price, and a national average price which can be seen in the report Wholesale Propane Prices by Region and State.
Off Season
Prices are not collected during the off season (April through September).
Midwest Region
For statistical purposes, the Energy Information Administration defines the Midwest Region to include the states of Iowa, Illinois, Indiana, Kansas, Kentucky, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee, and Wisconsin.
The actual retail price, for a gallon of propane, in the midwest is lower than $4.00. From what I can remember it's around $2.65. That's still a
$2.65 - $$1.22 = $1.43/gallon markup or a whopping 117% increase.
(170,000 gallons sold)•$1.43 = $243,100 markup revenue ( for June alone).
Aquisitions? They'll be glad to be able to pay off the Turnbull Note. Then take on more debt? Yikes. But, do it even if it bankrupts them. I want a conglomerate with the next uplisting to NASDAQ, the AMEX and NYSE. It would'nt hurt if they were enDOWed either. I'm starting to catch what Havana has. Enthusiasm is contagious.
The Sale of Protected Stock
can be for one of two things:
1. Major aquisition,
2. A Madoff Ponzi Scheme.
Major aquisition looks about right.
There are Investors, such as the MM's,
who own more shares than Alex Tawse. Do THEY now have controlling interest in USOG and can elect themselves in as CEO and Chairman of the Board?
Motivation Is Strickly Venting Irritation
and to stir up/motivate others to be pissed. Maybe it can motivate someone to present this situation to legal counsel for class action pusuit.
Support Is At $.001
We are getting there vis a vis $.000x in price.
If any serious investor takes one look at the chart for the last 9 months and the float, outstanding shares and authorized shares they will dump this stock ASAP.
I got stuck like alot of others.
Here's What StockTA.com Says About USOG:
Composite Indicator
Trend Spotter TM Sell
Short Term Indicators
7 Day Average Directional Indicator Sell
10 - 8 Day Moving Average Hilo Channel Sell
20 Day Moving Average vs Price Sell
20 - 50 Day MACD Oscillator Sell
20 Day Bollinger Bands Sell
Short Term Indicators Average: 100% - Sell
20-Day Average Volume - 15465428
Medium Term Indicators
40 Day Commodity Channel Index Hold
50 Day Moving Average vs Price Sell
20 - 100 Day MACD Oscillator Sell
50 Day Parabolic Time/Price Sell
Medium Term Indicators Average: 75% - Sell
50-Day Average Volume - 12747281
Long Term Indicators
60 Day Commodity Channel Index Hold
100 Day Moving Average vs Price Sell
50 - 100 Day MACD Oscillator Sell
Long Term Indicators Average: 67% - Sell
100-Day Average Volume - 8945857
Overall Average: 88% - Sell
Price Support Pivot Point Resistance
0.0012 0.0010 0.0013 0.0016