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Good for that! Because they are not going QB for months, if then. Because PGPM has no audited financial statements as required; and an audited report would take many months before issuing, that is, if they find an independent CPA firm stupid enough to try to tackle it, if they started now, and if there were no problems (re: an "unqualified" report, uh...not likely!).
Now they can, and should, start the process...but reality is next year at earliest, if they want to up-list.
Texans.
(Rafael and his younger assistant in IR speak/write in broken English).
Disclosures to investors (new alternative reporting) are different from uplisting qualifications of the "markets."
This is currently published and supposedly up-to-date:
"Audited financials must be available for companies in the OTCQX and OTCQB markets. To qualify for Pink Current Information, companies that do not file with the SEC and do not publish audited financials must provide an Attorney Letter with Respect to Current Information. Audited financials are not required for Pink Limited Information companies. Companies in Pink No Information may not have recent financial information available."
If you see where it has changed, would like to know. Thx.
You are completely correct, Fly.
PGPM should start (and may have) an audited financial report routine; and start a new annual fiscal date (this March?). I can't help but wonder about that $3 million - part of it could get this done...
Wish list: use their private parent company Pilgrim Petroleum PLC as a true parent (for collecting income streams from subs, filings/reporting, etc.) and begin process of transferring their assets to operating sub, PGPM). The roles here of the parent corp v. its subs are backwards.
My experience is that most attorneys would sell their own mothers, if the price is right. PGPM won't have problem getting future attorney opinions. What will be a problem is up-listing, out of the Pinks. Can't do it without audited financial statements, which they don't have.
Quote: "They will not lie."
I didn't waste any questions. I didn't re-write everything here I learned from IR. I share what I please. And BTW, the OTC wouldn't tell PGPM if they are finished or not, that is up to the regulator. Oh yes, I have inquiry emails in to OTC.
BTW, show a little initiative on your part, if you can. Call/wrote IR yourself. Or the OTC Group. Experience the joy of your own real DD, rather than piggybacking off those of us that take the time and effort to do actual inquiries, rather than put redundant hype messages on this board.
GLTU
LOL, nope! Seems like something that should only take place when there is a crisis.
Info this evening (Jun 1) from Investor Relations (sort of) -
(1) I asked if it is all right - with OTC Markets - that PGPM's annual reports are not shown having been back-filed for 2010, 2011, 2012, and 2013.
In extremely broken-English, the reply (seems) to be:
That prior to 2013, certain information was not required, and that OTC Group have accepted the last two years of financials.
(2) Regarding the financial reports that were prepared by the CPA firm and are so-called "compilations," and not "audited" financial reports (as required by the higher level OTCQB), I asked if this is a problem.
The reply seems to be:
It is "acceptable" under the "OTC Markets Pink guidelines."
(3) I had asked if the intent for PGPM was to remain in Pink Sheets since no "audited" financial reports, as defined by OTCQB, have been prepared.
There was no answer to my question.
Then IR provided the standard notation that they will not be doing "any updates on any operation matters until the compliance at OTC Markets Group clear all the disclosures and questions."
FYI - GLTA
Well, thank you...yes, I did that. Maybe just missed them.
And, to "everyone know's it's coming off," that is so juvenile it is beyond my ability to respond.
Regulators finish processing things ONLY when requirements are met satisfactorily. It may be it is not required to have annual reports when quarterlies for those same years are provided, but I don't know....wondered if someone on here knew the protocol.
Can the CE be removed without PGPM back-filing Annual Reports for:
2010
2011
2012
2013
Or at least I couldn't find them on the OTC page...
Kgs68 - I decided to hold unto my shares, too. (Probably dumb move!). But, here's the line of argument I have. We think about the agreement with Alere only from ENCC's side. As in what does ENCC get out of it? We don't know, other than ENCC has access to Alere's supposedly 200,000 clients (good), and what Richard Sharp told me...that Alere's sales force is now able to recommend ENCC as a vendor (also good).
But what about Alere? What are they getting out of this?
After all, Alere signed an agreement with ENCC while KNOWING they, Alere, were being acquired by Abbott. Mmmm...
And we also know Alere required there to be NO disclosure of the agreement through a PR, per Richard Sharp's email to me, and copied unto this board. Why no disclosure permitted?
In the business world I used to be in, these things signal a trial period. A trial period to see results for some reason not known yet.
I would speculate a buy-out of ENCC by Alere, but that is a reach. It would be peanuts to Alere/Abbott. Or, could be to just see if Alere's customers react favorably to the availability of ENCC's service (everyone these days is trying to keep existing customers).
Don't really know why Alere signed an agreement with ENCC, but I am holding for now. For sure, maybe there will be nothing left of my small investment here, if nothing is going on, LOL!
GLTU
Regarding stupid comment on Yahoo finance...
I have been stockholder since before 6 years ago, and dislike R. Pinedo because his bizarre business "plans" left PGPM high and dry, and then dark. However, he did not sell leases for $300 million...because there weren't any such PGPM holdings like that to be sold. No one, including Pinedo, and the president, got anything. Just a bunch of holders with empty bags, including moi.
The statement on Yahoo is a fabrication. Press on...
You make interesting point about deal, we don't have the details. Have to see. But the sub enriches the parent ( not the other what around) except in this case one PR told us the parent was helping PGPM, which again we don't know details. Hope it is substantial, like providing producing assets.
GLTU
Good stuff.
DFP - PGPM still wouldn't be eligible per standards of OTCQB. Because PGPM would be required to have audited financial statements. The stuff that has been provided to date is a "compilation." I.E., no opinion expressed by the CPA firm (opinion must be expressed and "unqualified"). Plus, the current CPA firm is likely not independent, so not eligible to provide this service.
Hi Green - Don't know why the name change, except maybe to stop confusion between parent company and PGPM. Some on here have speculated that it may be leading to a merger of parent and subs, but I don't know. That would be big enough for NASDAQ, if they wanted to go that way.
Didn't mean to be critical, just pointing out that PGPM is not Pilgrim Petroleum PLC, and has no/zero/nada ownership of the assets in Bakken, EagleFord and Woodford Shale, that we know of. Until we hear otherwise, the 79% interest applies to the parent only. Not to our stock here which is PGPM.
Repeat for the new watchers:
Pilgrim Petroleum PLC = privately-held parent company
PGPM = Pilgrim Petroleum Corporation = publicly-held OTC subsidiary, controlled by parent above, and the subject of this board
And appreciate your hard work, Digging.
As regards the question about what the parent company means to us PGPM stockholders. IMO, everything! If the PLC wants to make PGPM worth, say $1.00, it could do it very quickly. They could transfer producing assets to PGPM or pay down all liabilities of PGPM. In fact, there are PRs that state that PGPM WILL be obtaining (my word, not theirs) producing assets; and that PGPM IS eliminating all or nearly all of their liabilities. Since there is no new O/S, reportedly, and no new debt, reportedly, then who other than the parent company or its "friends" are doing this, or going to? This could be real good.
On paper, PGPM stockholders sitting pretty. I'm holding millions of shares. But remember past dealings with Pinedo & PGPM for me and others have been miserable, to say the least.
Poster of 37874 makes a good case, if it stays to the point that the stronger the parent company, Pilgrim Petroleum PLC, the much better for us (with PGPM). If the parent company wants PGPM stock to go into dollars, quickly, they seem to have the means to do it.
Again, I don't know why all this effort is being made unless something big for PGPM is planned. Unless this is a scam; but with no RS, no dilution, and some form of help being provided by the parent (per PR) that doesn't fit.
Did you look? Post #37874. Not to put the poster down at all. A lot of effort went into that. It's just that the assets of the parent company are getting mixed up with PGPM, probably because of the same name.
Not a $370 million company.
Why do you guys keep doing this? The Bakken, Eagle Ford and Woodford Shale assets belong to the parent company ONLY, i.e., Pilgrim Petroleum PLC, a privately-held company. Not Pilgrim Petroleum Corp. (PGPM).
Pilgrim Petroleum PLC's name is to be changed shortly according to a PR. Mercifully, that will help with the mixing up of the two companies in the DD efforts.
Also, there has been NO mention in any PR that there will be a merger, either with the parent or another affiliate. Only on this site, by our members, has that been speculated. (And,I guess I'm the only one on here that doesn't want to see any merger as there are a number of accounting requirements involved in that process that could actually end up being to the detriment of the stockholders of PGPM (hint: fair valuation)).
Don't misunderstand, if - repeat if - the parent PLC is helping PGPM obtain PRODUCING assets and/or paying off liabilities and/or somehow enhancing PGPM's capital base, then PGPM stockholders will continue to benefit greatly. But we will have to see the extent of it in future PRs. With so much effort by the management of PLC and of PGPM, it seems to indicate a serious effort to do something big.
GLTA
To be sure, I'll admit I've already lost 10%, in a week on this dog. So, you may well be right in regards to what is bottom line. But they are in an arrangement with Alere//Abbott.
You need help.
Anyway, I only got a partial answer to my 3 questions, as follows:
"We aren't aware of any effect on our relationship due to the acquisition."
Richard Sharp
I sent another request for info via ENCC website. (Anyone can do this). Will post if/when received. Asked if takeover of Alere by Abbott affects agreement, and what day announcement was made at DATIA.
If so, then why...did Alere contract with ENCC? Isn't Alere in every state (and global) like Abbott?
IOWs, what can Abbott do that Alere couldn't do on its own?
JMO:
Obviously, Alere mgmt KNEW about the Abbott buyout months ago. Didn't stop Alere from agreeing to a tiny agmt. with ENCC, who is a non-entity in size and importance. So, ENCC won't be affected by this takeover. ENCC isn't even an asterisk on the page.
However, it would be a good time for ENCC mgrs. to approach Alere/Abbott about them possibly buying ENCC. Less than pocket change for them.
No problem. If ENCC picked up some portion of 200,000 potential customers in Alere, they should be in pretty good shape fairly quickly. It will be Alere that will help send those existing clients their way.
Greetings - it's genuine. I sent a request via the company's website, and that was the response I got. You can easily confirm doing same thing. Also I forgot to ask what day the announcement was made, so you might ask that, too.
Email Friday at 5:55pm from Richard Sharp:
"Announcement happened at DATIA. Alere is the first lab to announce to their sales force and customers we are a recommended vendor.
No press release will use their name. That is forbidden in our agreement."
Richard Sharp
Note "Letter to Shareholders" dated May 10, 2017:
"The most significant is our plan to enter the exploration and production (E&P) business with our current portfolio AND ACQUIRE PRODUCING ASSETS and improve cost of production."
No doubt they are serious as they are:
* proceeding with "reorganization plans,"
* filing all disclosures required, and
* including "an additional investment to enable retiring all or nearly all the current liabilities..."
And, they likely initiated the purchase of hundreds of millions of shares a couple weeks ago that started all this activity.
It is approaching the time for management to tell us when and how they are going to do the items above. To repeat, PGPM management is telling us they will (1) acquire producing assets, and (2) retire liabilities.
So, what are all the reorganization plans?
GLTA
What Matt said -
This, from his July update (please read slowly):
"PGPM signed an extension of the note due from ACLY at the beginning of May under the following basic terms: a) $2.4mm Cash still due (of the original $3mm APC Note) which will continue to accrue interest at the original rate set forth in the 2008 note, b) 557,783 shares of ACLY’s Preferred Series A stock convertible at 16 to 1 common and c) an extended maturity date of December 31, 2012. In addition, PGPM is negotiating other benefits from ACLY to potentially include an ACLY board position, a revenue sharing relationship on development of NW Texas leasehold, and immediate cash payments from interest and principal still due from the note extension...Some companies have contacted PGPM to purchase/acquire the Company’s ACLY equity position. My thought is to wait until there is a substantial increase in ACLY share value in order to maximize this equity position. The ACLY equity position has the potential to be worth between $10mm and $40mm short term assuming the ACLY completion of an audit, Russian acquisition, etc. This equity position in ACLY will be 12 months restricted if ACLY remains pink or 6 months restricted if ACLY achieves a successful up board move. A dividend payment of these shares is also being considered to current PGPM shareholders although I would hate for some smaller shareholders to receive a paltry few shares of ACLY that are not worth converting with their broker."
It is confusing, and I admit up front my math may be wrong, but it appears to me that the common stock value of the ACLY shares in the settlement process is 6+ cents/share, according to the terms above. Is it substantially different from this: $3.0 million less $2.4 million = $600,000. $600,000 divided by (557,783 x 16) = $0.067/share. (If, however, the $3.0 million is no longer part of the renegotiated outstanding amount, then the preferred shares would represent other compensation for the properties. We would need to know the real value of the ACLY stock offered).
Because Matt is a PGPM employee subject to ACLY officers who are also PGPM officers, this value is "forced" upon PGPM shareholders, since Matt would have "had" to accept it on behalf of PGPM. (Note: if the value is not being "forced" upon PGPM, show me the qualifying independent appraisal).
Then, we have this troubling email last week from Matt:
"The asset sale is some oilfield capital equipment as well as potentially a few Arcland Shares left over from 2008. Although Arcland's share price is so low now I'll probably hold off on selling the shares."
Uh-oh! To whom will the existing shares be sold? Privately to insiders of ACLY? PGPM? perhaps both? If so, that would constitute fraud, IMO. As in...insider self-dealing. IOWs, PGPM has been forced to take a valuation of 6 cents per ACLY share in the CURRENT note settlement process - per the direction of ACLY insiders - then "voluntarily" sell off some existing ACLY shares. Remember, PGPM owns at least 10% of ACLY, and I'm sure ACLY doesn't feel completely comfortable with that.
If the shares, however, are to be sold in the "open" market, why would Matt do that when he is in the process of "negotiating other benefits from ACLY to potentially include an ACLY board position,..." You don't sell the shares of a company that you are trying to get on its board. (Re: the more shares of a company you have, the greater the ability to get on its board, and the greater the clout, among other things).
Further, what happened to: "My thought is to wait until there is a substantial increase in ACLY share value in order to maximize this equity position. The ACLY equity position has the potential to be worth between $10mm and $40mm short term assuming the ACLY completion of an audit, Russian acquisition, etc." IOWs, why sell an asset that you feel so confident in its potential appreciation...that you would force it through the note settlement process upon PGPM stockholders at 6 cents per share, or 300 times current market value?
OK, someone show me the error of my analysis (I hope I am misinterpreting ACLY's stock valuation settlement at 6 cents!), or else this - too - and some additional things I have been troubled by, will be going in a letter to ACLY's latest beleaguered audit firm, and let them consider it. Maybe all is well...
Who is "they?"
My comment was to ACLY. "They" are supposedly bringing their financial statements current, as required, to make this deal work. In fact, time is now up for just that portion of deal.
Anyway, the real point is, ACLY will announce this, from the rooftops, and more, as soon as "they" get the go ahead. It won't be secret, or kept quiet for a long time. PGPM will join the chorus. So far, this speculative "news" has been in industry newsletter, 8-Ks, and to some extent, improperly announced here on IHUB.
I inferred correctly.
masc2279: "Again who said anything about them not filling or avoiding filing 8-K's even in the pasted conversation ?"
You said even if the deal went through, ACLY/PGPM may choose to not disclose it, at least for a lengthy time.
Not true. ACLY does not have this option to withhold this information. Because...if the financing and/or Russian deal goes through, then a "material event" has occured. Thus, ACLY MUST file a new Form 8-K, revealing this information. And promptly (4 days). They cannot choose to not do so, or wait a considerable time, as you stated.
That's why I referenced the regulatory language on Form 8-K. It's all in there.
This...
masc2279 - "Who in what conversation on any of these boards have anyone said they are going to avoid filling 8-k's?"
Cableguy - "Sorry_5_Days and a wake up, till news supposedly_EOM"
in reply:
masc2279 - "If this is real and nothing has failed you still may not hear anything for quite some time. They need to post the financials they will try to get out of CE and the warnings. They will get everything in order for the press releases as MATT has said in the past that means money needs to be received this is not going to happen anytime soon. So five days i don't see any of that happening."
So, how would ACLY avoid...
...having to file a new 8-K?
http://www.sec.gov/rules/final/33-8400.htm
Note: ACLY correctly filed upon the board resignations of two directors recently.
And this:
"Prior to these amendments, Form 8-K required companies to disclose eight enumerated events within five business days or 15 calendar days, depending on the event. These amendments decrease this filing deadline to four business days after the event occurs for all events, other than Item 8.01 (current Item 5)"...
567tbd, I think these things are due...
Two weeks remaining (because June 3 is the last business day before LOI expires). Should be interesting to see what info comes out in the next 10 business days!
In addition to its day-to-day activities, whatever they may be producing nothing, ACLY needs to:
* "Clean up" (pay back on) its obtaining of PGPM/affiliate's oil leases and other assets;
* Become current on several years' financial statements;
* Complete and pass an audit;
* Initiate the recapitalization of ACLY (?);
* Possibly initiate a new corporate affiliate (with capital?) for the Russian venture;
* Complete its complicated foreign financing arrangements (re: LOI ends June 5, 2011); and
* Get an affirmative compliance response letter from the prior audit firm, who, in the last 8-K had not responded to ACLY for a month!
And we don't know what other substantive financial/reporting/regulatory matters are out there needing to be successfully addressed, filed, paid and/or completed.
Interesting thought.
Fortunately or not, ACLY has no money, well, supposedly. And if their Russian venture financing comes through, all of that new money will be allocated, and accounted for, in accordance with the terms of the lending.
The greater threat, or positive!, is that someone else buys PGPM. PGPM may own 20% of ACLY, and if ACLY's stock goes up, then it follows that PGPM's stock will, too. But buying PGPM would be a quick way to own 1/5 of ACLY. (After ACLY re-capitalization, if it occurs, that ratio will substantially change).
This is still true?
Two weeks and a couple of days left because June 3 is the last business day before LOI expires. In addition to its day-to-day activities, whatever they may be producing nothing, ACLY needs to:
* "Clean up" its theft of PGPM/affiliate's oil leases and other assets;
* Become current on its financial statements;
* Pass an audit;
* Recapitalize ACLY;
* Possibly initiate a new corporate affiliate (with capital?) for the Russian venture;
* Complete its complicated foreign financing arrangements by June 5, 2011; and
* Get the compliance response letter from the prior audit firm.
Of course, the winter sets in quickly in Russia, hence the need to promptly get production facilities/infrastructure started in June/July. This may be demanded by the outside investors.
Good grief.
I was only trying to show that PGPM forced "transactions" with ACLY have cost PGPM shareholders mucho dollars, as in the loss of properties. Properties that could have, perhaps, resulted in the production of oil revenues for PGPM. Further, their "make-up efforts" (payback) have involved less money, every time.
PGPM's properties were "stolen" by ACLY. If you can tell me a better, more accurate word describing what happens when someone takes your property, and doesn't compensate you for that property, then tell me. And I'll change my comments going forward beginning right now.
The point is...ACLY is not acknowledging what they did wrong; but are being forced to compensate PGPM because of this requirements of the on-going financing process.
I'm hopeful PGPM shareholders will be RICHLY rewarded by lucking out, through PGPM's ownership of ACLY stock. Better to be lucky than good, or so I've heard.
That was insulting, OK
genius, tell me why:
".......none of this has anything to do with the PGPM ACLY deal..."
Answer: I don't know.
Three steps below with many things in between.
We went from this (thanks to Rex rick):
(1) PILGRIM PETROLEUM CORPORATIONNOTES TO FINANCIAL STATEMENTSDECEMBER 31, 2007C. Significant EventThe company sold eighty percent (80%) of its’ net remainingproved undeveloped reserves in March 2007. The Company receiveda note receivable in the amount of $1,640,000 and received stockin the acquirer in the amount of $40,000,000.
Pilgrim Petroleum Announces General Energy Corporation Signs LOI For North Texas Oil Exploration Project
February 27, 2007
Irving, TX - General Energy Corporation recently announced the completion of a Letter of Intent ("LOI") to purchase 80% Working Interest (NRI 61%) for prospective oil resources in North Texas properties with leases covering a total of approximately 12,500 acres owned by Pilgrim Petroleum Corporation. The transaction outlined a sale price based on Pilgrim's Net Present Value of $52.05M. The total price equivalent for the transaction will be $41.64M; which will be paid in cash and stock on closing. A definitive purchase agreement will be completed within 30 days.
The execution of the Letter of Intent will allow the completion of the first phase of the North Texas Drilling Program, which is expected to access over $102,370,000 in probable reserves. According to a Reserve Evaluation dated September 15, 2006, undertaken by Gustavson Associates, over 1.8 million barrels of oil are potentially recoverable and economic.
Pilgrim's Chief Executive, Rafael Pinedo, commented, "We continue to focus on increasing production capacity and we look forward to re-affirming Pilgrim's commitment to identify and negotiate attractive acquisitions of oil and gas properties with an exploitation upside."
(2) Somehow to a $10 million note.
(3) To this: "557,783 Shares Preferred (note interest + small portion principal) + $2,400,000 Cash by July 31st 2012
Convertible to 8,924,528 Shares Common ACLY!" I estimated the value of this deal around $3.7 million.
So, if true, there has been a 75% plus devalue, and then another devalue of over 60%. I do not know all the steps in between, but clearly (to me) there has been "self-dealing."
'Bummer.