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(long post warning) PRER 14A - changes from the PER 14A
I did not compare the first 2 pages, the Introduction p. 3 appears the same, and Purpose of the Meeting p. 4 adds the middle initial “D.” to John Powell’s name. (This is changed consistently throughout the document. Rumor of needing to add a full middle name instead of an initial was incorrect.) There are indeed significant revisions and clarifications. I have deleted sections without changes. Changes are noted as {{changes}}.
Record Date and Shareholder Information
The Company’s Board of Directors has fixed the close of business on January [ ], 2007 as the record date (the “Record Date”) for determining Shareholders entitled to notice of and a vote at the Special Meeting and any adjournment thereto. As of the close of business on the Record Date, there were issued and outstanding 494,170,082 shares of Common Stock {{deleted - of the company}} and 3,500,000 shares of Preferred Stock {{deleted - of the company,}} which Preferred Stock is owned solely by the President of the Company, Mr. Charles Bitters. {{added language - As of the Record Date, the Company had approximately 419 record holders.}} As of the Record Date, there were no Shareholders who beneficially owned a 5% or greater voting interest in the Company. As of the Record Date, officers and directors of the Company together beneficially owned less than 1% of the Company’s shares. However, if Mr. Bitters were to convert the Preferred Stock to Common Stock, he would own approximately 2.71% of the Company’s shares.
General Information
Each share of Common Stock is entitled to a single vote. {{added - Though the Preferred Stock is entitled, by its terms, to elect two directors, Mr. Bitters, as the sole holder of the Preferred Stock, has declined to exercise that entitlement. Thus,}} the Common Stock is the only class of securities of the Company entitled to vote at the Special Meeting. A Shareholder is entitled to vote all shares of Common Stock held of record as of the Record Date, in person or by proxy, at the Special Meeting. All votes will be tabulated by the inspector of election appointed for the Special Meeting.
Quorum
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Broker non-votes and abstentions will be counted for purposes of determining the presence of a quorum, but will not be voted FOR or AGAINST a proposal. Accordingly, abstentions and broker non-votes effectively will be a vote against any proposal where the required vote is a percentage of the shares present or outstanding. Broker non-votes and abstentions will not be counted as votes cast for purposes of determining whether sufficient votes have been received to approve a proposal. {{added - However, abstentions and non-votes will operate as a vote against the proposal to authorize the Board to withdraw the Company’s election to be regulated as a BDC.} }
Adjournments
If a quorum is not present at the Special Meeting or, although a quorum is present, an insufficient number of votes in favor of any of the proposals described in this proxy are received by the date of the Special Meeting, the persons named as proxies may vote for one or more adjournments of the Special Meeting. No notice, other than an announcement at the Special Meeting, is required for an adjournment. Further solicitations of proxies with respect to these proposals may be made. Broker non-votes and abstentions will not be voted for any adjournments. {{added - Likewise, votes against authorizing the Board to withdraw the Company’s election to be regulated as a BDC will not be voted for any adjournments.}}
Vote Required
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Electronic or Telephone Voting
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Proposal One
Election of Mr. John D. Powell, Mr. Larry P. Horner and Mr. Charles Bitters to the Board of Directors
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The Board believes that any and all Board actions taken have been appropriate and valid for state law purposes. However, since electing to become a BDC, the Company has not had a properly constituted Board of Directors for purposes of Section 16 of the 1940 Act, which requires that a candidate for director be elected by Shareholders (and not merely appointed by the Board) where at least two-thirds of the directors then holding office were not elected by Shareholders of the Company. Consequently, actions required to have been taken by the Board pursuant to the 1940 Act could be deemed to have not been appropriately approved. {{added - In addition, from December 21, 2004 until November 19, 2005 the Company had a single Director, who was an interested person of the Company (i.e., not independent) for purposes of the 1940 Act, by virtue of his role as an officer of the Company. Thus, the Company was in violation of Section 56(a) of the 1940 Act, which requires that a majority of a BDC’s directors be persons who are not interested persons of such company.}}
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Independent Directors: The following nominees are considered independent for purposes of the 1940 Act.
John D. Powell
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Larry P. Horner
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Interested Director: Mr. Bitters is considered interested as defined by the 1940 Act due to his position as an officer of the Company.
Charles Bitters
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EQUITY OWNERSHIP IN THE COMPANY
Dollar Range of Ownership
deleted
COMPENSATION
Name of Person, Position Aggregate Compensation from the Company Pension or Retirement Benefits Accrued as Part of Company Expenses Estimated Annual Benefits Upon Retirement Total Compensation From the Company Paid to Directors
John Powell $11,000 none none $11,000
Larry Horner $9,000 none none $9,000
Charles Bitters $382,500 none none $382,500 note 1
TOTAL COMPENSATION FOR DIRECTORS $402,500 {{error - corrected math error $382,500 total in PRE 14A}}
{{added - note 1: This total includes the amounts received from the rental of equipment to the Company.}}
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF MESSRS. POWELL, HORNER AND BITTERS TO THE BOARD OF DIRECTORS.
Proposal Two
Authorization of the Board to Withdraw the Company’s Election to be Treated as a BDC under the 1940 Act
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Specifically, the Company determined that it had, among other things: failed to adequately disclose the process of valuing its portfolio securities; issued convertible debentures, potentially violating Section 61 of the 1940 Act; issued shares for services to be provided to the Company, potentially violating Section 23 of the 1940 Act; failed to properly constitute the Board through a shareholder vote, pursuant to Section 16 of the 1940 Act; {{added - failed to have a majority of directors that were not interested persons of the Company, pursuant to Section 56(a) of the 1940 Act;}} failed to obtain a fidelity bond, potentially violating Section 17 of the 1940 Act; issued preferred stock, which did not have voting rights equal to that of the common stock, potentially violating Section 18(i) of the 1940 Act; and neglected to adopt compliance policies and procedures. {{added - In addition, the Company has never appointed a Chief Compliance Officer. In the absence of an active Chief Compliance Officer and complete diligence on the part of the Company, there can be no assurance that there are no additional compliance issues.}}
The Board reviewed the facts surrounding these compliance failures and their implications for the Company. Ultimately, the Board caused the Company to take certain steps to remediate the compliance failures, including issuing this proxy statement to properly elect {{added - two of}} the Directors, contacting the holders of the shares issued for services to request that the Company repurchase those shares, and retaining experienced BDC counsel. The Company’s violations of the 1940 Act may cause the Company to incur certain liabilities. Such liabilities can not be estimated by management as of this time, but may include regulatory enforcement actions. However, such liabilities, if incurred, could have a significant impact on the Company’s ability to continue as a going concern.
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Accordingly, and after careful consideration of the 1940 Act requirements applicable to BDCs, its holding company operations, an evaluation of the Company’s ability to operate as a going concern in an investment company regulatory environment, the cost of 1940 Act compliance needs and a thorough assessment of the Company’s current business model, the Board has determined that continuation as a BDC is not in the best interests of the Company and its shareholders at the present time. Further, were the Company to remain a BDC, the Company would be required to substantially change its business model to meet the definition of an “investment company.” {{text deleted - , thus potentially losing value that the Company has worked diligently to acquire. Therefore, the Board requests that the shareholders of the Company vote FOR the grant of authorization to withdraw the Company’s election to be regulated as a BDC.}}
{{added - In making the determination that continuation as a BDC is not in the best interests of the Company and its shareholders, the Board considered the viable alternatives available to the Company at this time. The Board considered that the Company could remain an investment company and restructure its portfolio investments to reduce its ownership of investee companies to non-majority ownership positions, while attempting to cure the significant compliance failures that it has incurred. However, the Board determined that the Company’s business model required majority ownership of its portfolio companies and that the significant expense associated with that alternative would make it unlikely that the Company would be able to continue operations. In the event that the Company does not receive sufficient votes to authorize the Board to withdraw the Company’s election to be regulated as a BDC, the Board and the management of the Company will make reasonable attempts to bring the Company into compliance with the requirements of the 1940 Act, but the ability of the Company to operate as a going concern in an investment company regulatory environment is uncertain. }}
{{added - Therefore, the Board requests that the shareholders of the Company vote FOR the grant of authorization to withdraw the Company’s election to be regulated as a BDC. }}
{{added - TIMELINE}}
{{added - If Shareholders approve the proposal to authorize the Board to withdraw the Company’s election to be regulated as a BDC, the Board will file a Form N-54C to effect the withdrawal as soon as practicable thereafter. As of the date hereof, the Board believes that the Company meets the requirements for filing the notification to withdraw its election to be regulated as a BDC, upon the receipt of Shareholder approval.}}
RISKS ASSOCIATED WITH THE WITHDRAWAL OF ELECTION TO BE REGULATED AS A BDC
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EFFECT ON THE FINANCIAL STATEMENTS AND TAX STATUS
The withdrawal of the Company’s election to be regulated as a BDC {{added - under the 1940 Act}} will result in a {{added - significant}} change in {{wording revised - the Company's required}} method of accounting. BDC financial statement presentation and accounting utilizes the value method of accounting used by investment companies, which allows BDCs to recognize income and value their investments at market value as opposed to historical cost. {{added - In addition, majority-owned subsidiaries are not consolidated; rather, investments in those subsidiaries are reflected on the balance sheet as an investment in a majority-owned portfolio company at fair value.}}
{{added - In accordance with BDC accounting requirements, the Company has recorded a significant unrealized gain on its investments.} {wording revised - As an operating company, the required financial statement presentation and accounting for securities held will be either the fair value or historical cost method of accounting, depending on how the Company’s investments are classified and how long the Company intends to hold the investment.} {added - Since the Company’s only investments have been in its wholly-owned portfolio companies, all of the previously recorded unrealized gain on investments will no longer be reflected in the Company’s financial statements. Thus, though there is no reason to believe that the worth of the investments would be different, the method of accounting will change.}}
Changing the Company’s method of accounting could reduce the market value of its investments in privately held companies by eliminating the Company’s ability to report an increase in value of its holdings as they occur. {{added - As an operating company, the Company will be required to consolidate its financial statements with subsidiaries, thus eliminating the portfolio company reporting benefits available to BDCs. Also, as an operating company, the Company will no longer present a Net Asset Value (“NAV”) in its financial statements or supplemental NAV financial information in the footnotes to the Company’s consolidated financial statements.}}
{{added - Because the Company will be considered an “oil and gas operating company”, the Company will use the “successful efforts” method of accounting for acquisition, exploration, development and production of oil and gas properties, whereby only the direct costs of acquiring or drilling successful (proved reserves) are capitalized. Costs of acquisition, development, and exploration activities that are not known to have resulted in the discovery of reserves (unproved) will be charged to operations. All capitalized costs of oil and gas properties will be depleted using the units-of-production method based on total proved reserves.}}
{{added - The change in accounting due to the conversion to an operating company from a BDC is considered a change in accounting principle. As a result, in accordance with Statement of Financial Accounting Standard 154, "Accounting for Changes and Error Corrections," which requires that a change in accounting principle be retrospectively applied to all prior periods presented, the Company’s financial statements will be presented on an operating and consolidated basis for all current and prior periods presented on a retrospective basis without regard to the BDC method of accounting. The change in presentation may have an impact on the market’s response to the Company, the nature and extent of which cannot be predicted. Please see the attached Exhibit A for unaudited pro forma comparisons of the Company’s balance sheet and statement of operations, showing the difference between the BDC presentation and the presentation that will be made going forward after the de-election.}}
The Company does not believe that withdrawing its election to be regulated as a BDC will have any impact on its federal income tax status, because the Company never elected to be treated as a regulated investment company under Subchapter M of the Internal Revenue Code. Instead, the Company has always been subject to corporate level federal income tax on its income (without regard to any distributions it makes to its shareholders) as a “regular” corporation under Subchapter C of the Internal Revenue Code.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
{{added - The President of the Company, who is also a Director, has a lease agreement with the Company according to which the Company leases certain equipment from him. This agreement does not give him an interest in the withdrawal of the Company’s election to be regulated as a BDC and will likely continue regardless of the outcome of the vote.}} Except in their capacity as Shareholders (which interest does not differ from that of the common shareholder), none of the Company’s officers, directors or any of their respective affiliates has any interest in the withdrawal of the Company’s election to be regulated as a BDC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE AUTHORIZATION OF THE BOARD TO WITHDRAW THE COMPANY’S ELECTION TO BE TREATED AS A BDC UNDER THE 1940 ACT.
ADDITIONAL INFORMATION
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(I was getting bored and hungry and did not examine the exhibits and end papers.)
Actual production figures from TRRC Interactive Online Oil & Gas Production Data Query
Currently Loaded Production Data: January 1993 - October 2006
PROCO data does not show any Sept. or Oct. production reports
Vivian Murphy well Jan. - Aug. production was 2,728 BBL oil and 18,368 MCF gas (well was off-line during May for its re-work, so reflects only 7 months of production)
2,728 BBL x 60 = 163,680
18,368 MCF x 6 = 110,208
$273,888 total gross
Projected Sept. - Dec. production based on June - Aug. data
1,875 BBL x 60 = 112,500
13,678 MCF x 6 = 82,068
$194,568 total gross
$468,456 projected total gross for 2006 for the Vivian Murphy well only
I couldn't find anything new. Can you post a link?
Thanks. That would make it current info. Find anything on where the Ouachita system is? Guess I didn't want to do Mongo's work for him/her.
You forgot to post the date of the article cited. How current is the information it contains?
You should have included the sentence immediately before your quote. "The thermal history of the Fort Worth basin is directly related to the emplacement of the Ouachita system." You didn't state, nor does the article state, the location of the Ouachita front. Palo Pinto county is two counties west of Fort Worth. How big is the basin?
"...the lowest BTU content of produced gas." Compared to what gas produced where? I was told by a company official over a year ago that gas from the Vivian Murphy received a 25% premium.
"Explain to me how those costs work"
Please explain how many of those 40 units were actually sold.
Please explain how they can buy and re-furbish a 2nd rig, drill 3 new wells, re-work one and re-frac another (all of which happened this year) and you will have the answer to the $2,596,000 question.
As you have been reading, the $5 million in gas sales has already been questioned, so why are you stating it as fact? Most are honestly attemping to determine exactly what those production figures mean.
They can't be production numbers. The TRRC site states: "Production Data reflects reports processed through: December 17, 2006. Currently Loaded Production Data: January 1993 - October 2006." Still waiting for the Sept. and Oct. Proco numbers to show up in the "Oil & Gas Production Data Query", though.
my statement - "..I remember someone posting that the investor program was not widely subscribed to..."
Mongo, You posted several links, but none of them had anything to do with the numbers of investors involved. The fewer investors, the larger the percentage of the company's ownership and revenue. In the reference you made to the Padgett Ranch Project, you neglected to mention it opened in October, 2004, and was closed in 2005. Old news. You also omitted "This property consists of nine existing oil/gas wells, located approximately ninety miles west of Dallas, Texas in Palo Pinto County. The Partnership intends to enhance production of existing wells by re-entry and re-completion." It says nothing about new wells on the Padgett.
"New investment opportunities will be available soon." - I'm not too worried about new joint ventures. I mean, get real Mongo, when has anything ever happened soon with AMEP?
CONFIDENTIAL SUMMARY OF OFFERING
October 31, 2004
PADGETT RANCH LIMITED #1
RE-ENTRY PROGRAM
A TEXAS LIMITED PARTNERSHIP
The Partnership is being formed to acquire Oil and Gas mineral rights and re-enter wells on the property known as the Padgett Ranch. This property consists of nine existing oil/gas wells, located approximately ninety miles west of Dallas, Texas in Palo Pinto County. The Partnership intends to enhance production of existing wells by re-entry and re-completion.
PADGETT RANCH PROJECT
ARCHIVED (2005) Project closed to additional investors.
Thanks, all. I don't know what happened with my Ameritrade. I couldn't believe that it could go all afternoon without any sales. A relief!
Does someone have the sales total for the day and the closing price? I just downloaded from Quicken and they show about 1.2 million shares and a close of .059.
My Ameritrade account shows about 770k shares sold with the last sale about 12:30 EST.
I believe the Vivian Murphy and the Hart #2 have been AMEP's biggest producers and both are company wells. TRRC production data for the Vivian Murphy shows that the well's production increased significantly after its re-work around May. The Hart #2 does not have current data posted since its re-frac last summer, but I would expect it to, at the least, return to its former high production levels. I don't believe either the Padgett #11 or the new Padgett #12 currently being drilled have outside investors. Those are or will be four big AMEP, not investor wells and will put us cash positive. I am not as familiar with the company's older/other wells, but the Marquess well also shows very good production for the year.
Landowner royalties where I live are 1/8 or 12.5%. I would expect royalties in the Barnett Shale area to be more than that.
Limited partnership wells - The money paid by the investees pays for the drilling of the well. If it costs say $1 million to drill a well, then that is $1 million income per well to the company. I remember someone posting that the investor program was not widely subscribed to. That would mean that the company essentially "bought" the unpurchased shares and retained the oil revenue rights of those shares. The company probably also retains 10-25% of production rights of each well.
Other questions?
Basically the Otis pump runs a belt of oil absorbent material through the oil and water at the bottom of the well. The belt picks up the oil and leaves the water behind. The oil is removed from the belt at the top of the well, then the belt then continues in a loop back down to the bottom of the well and the process repeats. The process eliminates the double expense of pumping both water and oil from the well and then having to dispose of the water. Overall pumping efficiency should also be increased.
Abstract
A method and an apparatus for producing a liquid phase hydrocarbon fluid from a producing formation are provided. One method includes moving an absorbing material through a well disposed in the formation. The absorbing material absorbs the hydrocarbon fluid in the well without absorbing a substantial amount of water in the well. The method includes removing the hydrocarbon fluid from the absorbing material. One apparatus includes an absorbing material configured to absorb the hydrocarbon fluid without absorbing a substantial amount of water. The apparatus also includes a drive assembly configured to move the absorbing material through a well disposed in the formation. In addition, the apparatus includes a collection assembly configured to remove the hydrocarbon fluid from the absorbing material. A method and an apparatus for selectively producing a liquid phase fluid from a formation are also provided. In such embodiments, the absorbing material described above may be hydrophobic or hydrophilic.
The basis of the Otis Pump is United States Patent #6,868,911 - "Methods and apparatus for subterranean fluid separation and removal"
Inventors: Jacobson; Henry P. (Stillwater, OK), Rockley; Mark G. (Stillwater, OK)
Assignee: Jacobson Oil Enterprises (Stillwater, OK)
ctb - Yes, that was my point exactly, there is no "normal" or "standard" amount of time. It can go smoothly, it can drag out forever, it can go so well they can even move their original meeting date to an earlier date.
(Still keeping an eye on the SEC site for the next filing.)
These are examples I posted before Christmas. Two had delays before filing the N-54C for some reason. One of those two actually moved its meeting forward. The third filed its N-54C the same day as its meeting.
Access Capital Strategies Community Investment Fund, Inc.
filed PRE 14A on 2/17/06 for a special meeting on 3/28/06 (for withdrawal from BDC)
filed DEF 14A on 2/28/06 for a special meeting meeting on 3/28/06
Notification of withdrawal N-54C filed on 5/30/06
BDC Capital, Inc.
filed PRE 14A on 3/15/06 for a special meeting on 5/22/06 (for withdrawal from BDC)
filed DEF 14A on 3/29/06 for a special meeting meeting on 5/22/06
filed DEFR14A on 4/14/06 for a special meeting meeting on 5/3/06 (to be sent to shareholders on or about 4/21/06)
Notification of withdrawal N-54C filed on 9/1/06
GTREX Capital, Inc.
filed PRE 14A on 5/31/06 for an annual meeting on 6/30/06 (for withdrawal from BDC)
filed PRER14A on 8/18/06 for an annual meeting on 9/21/06
filed DEF 14A on 10/10/06 for an annual meeting on 11/15/06
Notification of withdrawal N-54C filed on 11/15/06
I'm curious about the source of your Hart 8 production figures. I have not seen any listing on the TRRC for the Hart 8, yet. I was under the impression it was still on the back burner as far as getting it on line.
Thanks, Doc. Please post the info when you receive it. I don't remember hearing anyone saying they got a paper copy of the last 2-E the end of June or exactly what was in it. I heard that it was simply crossing some t's and dotting some i"s for the SEC.
Mongo - In replying to my question, you have implied that the 2-E is laying the groundwork for a sizeable dilution of the stock, yet the latest 10-Q states "We are authorized to issue up to 500,000,000 shares of our common stock, $0.0001 par value per share, of which 494,170,082 were issued and outstanding as of September 30, 2006." Do you have factual information that the total authorized has been increased? Can you document your source, please?
Anyone have any information on the "Form 2-E -- Reports of sales of securities [Regulation E]. Filed by investment companies" for AMEP that was just posted on the SEC site? Original filing date was 12/11/06, but has just now been posted.
Thoughts on the proxy delay.
I'm certainly no expert, so make your own evaluation, but from the examples below it looks like revisions to proxy forms before their final acceptance may not be unusual. What I did not expect to find was revisions to definitive proxy statements. Also notice the delay time two companies took before filing their N-54C. One of AMEP's areas of BDC non-compliance, its subsidiaries being wholly owned, may actually work to expedite its conversion to a holding company.
Another thought - I noticed the big change between Biomed Holdings' DEF 14A and DEFA14A was the addition of information relating risks to the shareholders if certain proposals did not pass. AMEP's PRE 14A has a section listing risks to shareholders if the proposal to withdraw its BDC status passes, but does not list any risks should the withdrawal proposal not pass. The latest 10-Q states "If shareholder approval is not obtained, management has serious doubts about the future of the Company as a going concern. In order to remain a BDC, the Company will have to expend significant resources to reach and maintain compliance with the extensive requirements of the 1940 Act....The impact of remaining a BDC will be more fully detailed in a forthcoming proxy statement to shareholders whereby the Company will request approval to de-elect its BDC status." While the PRE 14A does discuss the impact of remaining a BDC, it does not include any references to "...serious doubts about the future of the Company as a going concern..." if the proposal does not pass. Perhaps that was a comment the SEC made.
Access Capital Strategies Community Investment Fund, Inc.
filed PRE 14A on 2/17/06 for a special meeting on 3/28/06 (for withdrawal from BDC)
filed DEF 14A on 2/28/06 for a special meeting meeting on 3/28/06
Notification of withdrawal N-54C filed on 5/30/06
BDC Capital, Inc.
filed PRE 14A on 3/15/06 for a special meeting on 5/22/06 (for withdrawal from BDC)
filed DEF 14A on 3/29/06 for a special meeting meeting on 5/22/06
filed DEFR14A on 4/14/06 for a special meeting meeting on 5/3/06 (to be sent to shareholders on or about 4/21/06)
Notification of withdrawal N-54C filed on 9/1/06
GTREX Capital, Inc.
filed PRE 14A on 5/31/06 for an annual meeting on 6/30/06 (for withdrawal from BDC)
filed PRER14A on 8/18/06 for an annual meeting on 9/21/06
filed DEF 14A on 10/10/06 for an annual meeting on 11/15/06
Notification of withdrawal N-54C filed on 11/15/06
Biomed Holdings, Inc. (for the issuance and sale of stock)
filed PRE 14A on 8/15/06 for a special meeting on 9/27/06 (not BDC related)
filed DEF 14A on 8/25/06 for a special meeting meeting on 9/27/06
filed DEFA14A on 9/12/06 for a special meeting meeting on 9/27/06 (Definitive Additional Materials)
"If stockholders do not approve Proposal 1 and Proposal 2, we will not be....likely to have sufficient funds
to operate and protect our intellectual property and this may affect the value
of your shares.......If the common stock ceases to be listed on
the AMEX (or another trading market), then it is likely to be more difficult for
stockholders to liquidate their investment in the Company."
filed DEFA14A on 9/20/06 for a special meeting meeting on 9/27/06 (a reminder for people to vote)
Prospect Energy Corporation
filed PRE 14A on 10/6/06 for an annual meeting on 11/29/06 (proposal to authorize flexibility....to sell shares)
filed PRER14A on 10/16/06 for an annual meeting on 11/29/06
filed DEF 14A on 10/19/06 for an annual meeting on 11/29/06
filed DEFA14A on 11/30/06 for an annual meeting on 11/29/06 (meeting adjourned, no quorum, no business conducted)
filed DEFA14A on 12/18/06 for an annual meeting on 12/13/06 (meeting adjourned, no quorum, no business conducted)
New drilling permit for the Padgett 12H (H=horizontal) has been approved.
(Been outside working. Sorry if this is a double post.)