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That's correct. For the CEO to state in an email to an investor that there's a pending acquisition without making the statement through full public disclosure by press release or 8k would be considered leading or providing inside information.
The email responses do not seem credible nor does this company, it's people or business.
There are no officers and directors at this company any longer so the SEC probably became aware of this and is now acting.
The related companies seem to be in the ruins too...
What makes you believe the company, if it survives, won't consolidate it's shares? 1:10 or 1:100? That's what always happens. Pump, dump, buy back at a fraction, then consolidate, refinance/dilute, then go back to pump and start the cycle all over again.
Stox - It does matter:
Accs did a deal with Pinette and bonnyridge pty.
Pinette and bonnyridge previously had a deal with Sono.
Sono was formerly Geneva resources (http://www.otcmarkets.com/stock/AKGC/company-info)
Geneva was a pump and dump back in the day it seems (http://www.canada.com/story_print.html?id=e9408412-e683-4fb0-b9d7-64c808fa086d&sponsor=)
Look at the people involved in Geneva, Sono, and Pinette/bonnyridge - connect the dots to learn the about the promoters that ripped y'all off...
What was the company called before it was Sono resources?
Consolidation time - 10 to 20 times rollback I bet.
Tradeasaurus also joined Jan 31, 2013 and has only posted on this board with 17 messages. Draw your own conclusions.
The decision was not 10 years ago:
SEC 2009: http://www.sec.gov/litigation/aljdec/2009/id379cff.pdf
SEC 2011: http://www.sec.gov/litigation/aljdec/2011/id425ce.pdf
Sorry, look at the Otcbb:mnlu board for more info on the common people/companies involved including westrock.
Look at Westrock's Form 4's to see that Gary Powers is the President of it: http://www.secform4.com/insider-trading/1502150.htm
Powers is also mentioned with Elliot-Square in the SEC decision with sanctions: http://www.sec.gov/litigation/aljdec/2009/33-9050.pdf
Google shows Gary Powers is president of Otcbb: tsor. Look at their boards on this site for lots more information on this crew.
He's also listed as President of Otcbb: akgc.
Both of those stocks trade for less than a penny too.
Pettus - you joined in late 2012, have made 6 posts all on Tagg. How did you learn about it or do you work for aps or a promoter?
Solid - you joined on the 30th, have made 5 posts all on Tagg. How did you learn about this stock? Or do you work for aps or promoter?
It seems that RES is part of a group that has profited from a 'pump and dump' based on that SEC document. Tagg seems to have the same characters and it had very aggressive paid-for promotion. Over 5 times the issued and outstanding has traded since the promotion started.
Based on the similarities between tagg and what's outlined in the SEC document, I don't think these people are interested in developing businesses rather profiting from share sales to unknowing investors that are promoted to purchase.
Google the characters listed in the SEC document and see what other companies they are part of. Those companies have all been promoted and now insolvent. They are trading less than a penny and the one that's not - everyone resigned leaving no officers / directors and all the shareholders / creditors 'holding the bag'.
There is a small group of people that make money from these unlawful schemes - the behind the scene controllers. If the hidden control group held 80% of the 300,000,000 issued and out (240,000,000), and this reached a high of .50 cents, what do you think their profit was. Do you really think they care about the business?
If you want to make money alongside them through trading, I ask you - who's buying when you are selling? - Another investor who is buying on paid-for promotion. To profit 'from riding the wave' is just as unethical.
There are legitimate companies / stocks to buy that can make strong profits...
You joined the boards last month and only post about tagg. Why is that? Do you work for aps or another pumper?
Isn't the Richard Elliot-Square the CEO the same guy first mentioned on page 7 of this SEC cease, desist and disgorgement order??
http://www.sec.gov/litigation/aljdec/2009/id379cff.pdf
Everyone resigned from Mainland today!!!!
'bad markets' and a 'secured creditor' who refused to lend the company anymore money.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 29, 2013
Date of Report (Date of earliest event reported)
MAINLAND RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
000-52782
90-0335743
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
21 Waterway Avenue, Suite 300 The Woodlands, Texas 77070
(Address of principal executive offices) (Zip Code)
(281) 469-5990
Registrant's telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On January 29, 2013, the Board of Directors of Mainland Resources Inc., a Nevada corporation (the "Company"), held a directors meeting (the "Board of Directors Meeting"). During the Board of Directors Meeting, all of the members of the Board of Directors and executive officers tendered their respective resignations effective as of January 29, 2013 as follows: (i) Michael J. Newport as the President/Chief Executive Officer and member of the Board of Directors; (ii) William D. Thomas as the Secretary/Treasurer/Chief Financial Officer and a member of the Board of Directors; (iii) Peter G. Wilson as a member of the Board of Directors; and (iv) Gerry Jardine as a member of the Board of Directors.
During the Board of Directors Meeting, there was considerable discussion regarding the respective resignations, their fiduciary duties and general circumstances and reasons for the resignations, including the actions undertaken by the Board of Directors and executive officers over the past two years to manage, oversee and monitor the Company’s business in such difficult and adverse conditions Several of the factors considered by the members during the Board of Directors Meeting include, but are not limited to, the following:
·
The Company commenced drilling the Burkley-Philllips No. 1 well (on the Buena Vista prospect comprising over 17,000 gross acres in Mississippi) in July 2010 and drilling costs were estimated to be $8.700,000 and completion costs at $5,000,000. The initial agreement would have had American Exploration, Inc. ("American Exploration"), thru a joint venture deal with Avere, to contribute over $2,000,000 to the well costs and Guggenheim would contribute 10% of the costs of drilling and completion. American Exploration did not make its contribution in response to the initial cash call as their arrangement with Avere fell thru leaving the Company responsible for funding 90% of the drilling and completion costs.
·
The Company and American Exploration attempted a merger which commenced in March 2010. The potential merger with American Exploration would have increased the asset base in the event the merger was consummated with the Company being the surviving corporation. Despite considerable efforts by the officers and directors of both companies to comply with filing requirements and SEC comments on the S-4 prospectus, which resulted in legal fees in excess of $300,000, the Company was unable to obtain SEC acceptance of the merger. Accordingly, the merger was terminated effective December 21, 2011 pursuant to that certain termination and release agreement. This had a serious financial impact on the Company.
·
American Exploration previously held an option to acquire interests in certain oil and gas leases in the Buena Vista prospect pursuant to an option agreement of which it was deemed to be in default. This resulted in an automatic forfeiture and transfer of the leases by American Exploration back to the original owners and thus American Exploration no longer had the asset base that it intended to contribute thus compromising the merger with the Company. The Company eventually had to purchase this defaulted acreage from the original owner by issuance of a substantial numbers of common shares which also adversely affected the Company’s financial condition.
2
·
Since March 2010, directors and officers of the Company have focused on raising funds to meet the financial requirements of drilling and completing the Burkley Phillips #1 well but have had to contend with several adverse factors. These include: (i) an adverse shale gas market, which saw natural gas prices decline significantly; (ii) the fact that the well had dry gas and no condensates, which put the project at a competitive disadvantage for potential investors; and (iii) the total forecasted well costs increased by over $4,000,000 as the Company had to engineer for the potential for H2S (hydrogen sulphide) at the high pressures in such a deep well (over 20,000 feet in pressures of over 20,000 psi). The Company also had to focus on drilling the well in a safe and efficient manner and obtained all necessary technical data, including cutting a core at depth, logging and relevant analysis all of which was required to demonstrate the well’s potential to prospective investors.
·
There were two funding deals that were initially approved (one for $2,000,000 and another for $1,000,000) by investors in late 2010/early 2011. However, both these funding deals were subsequently terminated likely due to collapse of natural gas prices. This left the Company without the funds to complete the well, now estimated at $7-8,000,000, of which the Company would need to fund 90%.
·
Any funding during 2011 and to date has been entirely provided by a secured creditor. These funds have been used to cover various legal and regulatory filing requirements to keep the Company compliant.
·
In November 2011, the Company closed an amendment and restatement of lease acquisition agreement dated October 1, 2011 with Sklar Exploration Company, LLC ("Sklar"), pursuant to which the Company sold its East Holly Leases in DeSoto Parish, Louisiana to Sklar. Proceeds of this sale were used to partially pay back the secured creditor.
·
During the period since the well was drilled, the Company's asset base has diminished and as a result of the sale of the interest in the East Holly Leases, as of the current date, the Company has no proved oil and natural gas reserves. There are no tangible assets remaining in the Company, only the technical data obtained on the well.
·
The officers and directors of the Company have shown the Buena Vista project to over 100 potential investors over the last two years, and most recently, a group of Korean investors who are interested in the LNG potential of the prospect. However, the Company has been unable to consummate a deal given the adverse market aforementioned.
·
As of the current date, the Company has no funds in the bank, the secured creditor refuses to advance any more funds, several creditors have judgments against the Company for outstanding payables, there are $1,155,000 in liens against the well and the leases in the Buena Vista area are about to expire. The Board has concluded that they will be unable to secure any further funding and, as such, have decided to resign from the Company.
·
The Company's main leases expired on January 31, 2013 when the Company failed to repay a promissory note to the leaseholders. The note was arranged to give the Company an extension. The company has advised the leaseholders that the Company is not able to execute the extension due to lack of funding.
·
As of the current date, there are accrued management fees in excess of $700,000 and the Company has no financial resources to be able to pay its executives a current salary or their accrued salary (a portion of the amount owing to the executives was converted to shares in late 2012 but these are restricted shares that will have no value under the current circumstances so the executives have not been paid for over two years). The executives need to earn a living and thus must move on to other companies and avoid potential conflicts of interest with the Company.
3
The Company’s legal counsel was consulted regarding resignation of all members of the Board of Directors and the executive officers and this action was deemed the best possible course of action and in the best interests of the Company's shareholders. The Board has considered the applicability of NRS 78.630, i.e. that when a corporation becomes insolvent or suspends its ordinary business for want of money to carry on the business, or if its business has been and is being conducted at a great loss and greatly prejudicial to the interest of its creditors or stockholders, any creditors holding 10 percent of the outstanding indebtedness, or stockholders owning 10 percent of the outstanding stock entitled to vote, may, by petition setting forth the facts and circumstances of the case, apply to the Nevada district court for a writ of injunction and the appointment of a receiver or receivers or trustee.
It is on this basis and these considerations that the members of the Board of Directors and executive officer have concluded that resignation is the only viable alternative.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Not applicable.
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MAINLAND RESOURCES, INC.
DATE : February 7, 2013
By: /s/ William Thomas
William Thomas
Chief Financial Officer
5
Financial statements haven't been filed since February 2012... Any updates from anyone on anything with this co or is it finally dead?
Any news? Did they pay the $500,000 extension bonus yet?
Still no news on the extensions?
Oh, lol. I didn't know that.
I feel awful for all the people that have lost money in these scams.
I feel bad for guys like flipper too who have been promised the moon but were simply lied to. Guys like Pierce and Westrock keep getting away with it.
Are you serious?? 'Dont give mainland a hard time?' - their lack of full and truthful disclosure, involvement with a securities offender, control of the leases given to a private company, they haven't paid the lease extension fees owed and extend again under false premise that there's a mystery supporter they are trying make a deal with??
Now you are accusing ecomike of being in cahoots for finding real articles, reports, sec decisions in support of the scam here??
Who's on the bid? It's prolly the bad guys buying it all back cheap after selling it high to the sheep! Westrock owns 80% or more of the company... You all were promoted and screwed royally.
You are right!
Mrgp, which became tsor. Lexington lxrs... What else?
That's what good corporate governors do! Just another example of terrible practice at mnlu, TSOR, tagg, akgc - all the same.
This must be frustrating for y'all!
What happens in 60 days when they can't pay / strike a deal with an imaginary partner? Will you extend indefinitely?
Have they given you any proof that they are in serious discussions with a party? Is chilingar still involved?
We all now know who mainland is controlled by and their regulatory history. What makes you think they have your interests in mind?
Do you really want to continue to deal with people who have a record of stock manipulations? By doing a deal with them knowing that, doesn't that make you a party to it indirectly?
I'm not picking on you. It's just food for thought.
Ps. They didn't even news release that they further extended the negotiation period with you. This is yet another material event that goes unreported!
Are you going to allow the extension? Do you believe them re: the extensions? Hasn't that been the story for nearly the last 2 years? Do you think a partner is going to come in confidently with the leases not tied up and NG low?? - C'mon!!
You had an offer from someone else here on the board who is likely more credible than This crew. Heck, even I know some ex chevron guys that would talk to you!!
Mnlu cease trade still unannounced?!!
Please let us know when you receive the extension money... Thanks!
Westrock (pierce) has more than 7.5 million - the stock had a 5:1 forward split... Glob media (the software acquired) for 9mm pre-forward split, Elliot square (the ceo) bought 2 million... That's nearly 100,000,000 post split shares or approximately 30% of tagg's stock - that's disclosed anyway!!
Seems the same group of characters are running a pump and dump of otc:TAGG - same people including bill Thomas (mainland's CFO).
Looks like someone (Pierce?) is banking over $5mm so far based on the volume from the last week and today.
I'm sure flipper and the other lease holders will get paid this week!
Westrock and Pierce will not let the lease lapse after having spent $12mm of other people's money (maybe some of their own) to fund the well while pumping the stock and dumping it on poor investors who didn't have the true information to decide to invest.
Besides, the officers and directors, who have no prior history of investing in the company personally, conveniently provided over $500,000 in financing recently.
I suspect it's to pay the lease extensions but would be curious to find out who gave them the money! I bet it came from Pierce, westrock or another entity in the family!
Regardless, I feel if you take dirty money, you are just as dirty.
Certainly in the land agreements there must be representations and warranty covenants that may be in breach as a result of Pierce's alleged concealed involvement and use of offshore entities? That is if the landholders want to take the land back.
If shareholder(s) felt that a company was operating in a way that is not in the best interest of shareholders, he/she could rally other shareholders and a file a class action for losses -
Or
File a derivative claim asking the court to recognize the bad faith intentions of current management and to appoint a replacement.
Alternatively, if there is suspicion of fraud, including securities, tax, mass marketing, then you should call your local FBI office and report the suspected activity to the white collar crime unit.
Securitites exchange commission versus Brent Pierce:
http://www.scribd.com/collections/3608078/Securities-Exchange-Commission-British-Columbia-Securities-Commission-v-Gordon-Brent-Pierce
That comes from the same site as the David Urquhart v Brent Pierce complaint.
Ecomike - I don't have private messages anymore. I can help with another fraud. Please share here or private message me your email.
David Urquhart v Mainland Resources and Brent Pierce
http://www.scribd.com/doc/104360703/David-Urquhart-Counterclaim-v-Gordon-Brent-Pierce-et-Al
Here's the link to their cease trade order: http://www.bcsc.bc.ca/comdoc.nsf/comdoc.nsf/webpolicies/CC8CD7CCB50B79FC88257A330077A69D?OpenDocument
Why hasn't mainland press released the cease trade order against it from July 6, 2012?
Your suspicion may be correct.
Perhaps the $500k generated by the insiders, who do not have a history of purchases of MNLU stock, is to pay the landholders by October?? - I wonder where they got the money to buy the stock... Did Pierce give them the money to make it 'appear' legit??
Too bad we don't have access to see where the money came from but if I were a regulator, I would certainly check!
This only affects trading in British Columbia, however, this seemingly could be part of a larger investigation into alleged Pierce controlled public companies that are also cease traded...
Cease Trade Order by the British Columbia Securities Commission on July 6, 2012 for failure to file financials properly continues in effect and was unreported by press release or 8k as material event:
http://www.bcsc.bc.ca/comdoc.nsf/comdoc.nsf/webpolicies/CC8CD7CCB50B79FC88257A330077A69D?OpenDocument
Delinquent Filer / Amended 10k-A
When an E has been added, it is because they have been recognized as a delinquent filer:
http://www.sec.gov/answers/eadded.htm
I also noticed they are misleading the public by saying in the 10k-a that:
"The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of August 31, 2011, computed by reference to the price at which such stock was last sold on the OTC Bulletin Board ($0.18 per share on a pre-reverse split basis) on that date, was approximately $14,390,000.
The registrant had 33,096,950 shares of common stock outstanding as of June 12, 2012 (on a post-reverse split basis)."
Isn't this incorrect based on Ecomike's deduction that Pierce/Westrock control 80% of the company??
Does anyone know if this company is being investigated? Do the lease holders know or we're any of y'all told about regulatory problems? I didn't see any disclosure in the 10k's...Has anyone spoken to the company recently to ask about these various misleading/false statements?
False 13d by Westrock: http://www.sec.gov/Archives/edgar/data/1395205/000118374012000228/sch13d-westrock.htm
You will see that Westrock knowingly filed a seemingly untrue 13d on April 10, 2012 by stating they own only 43%, however, the 10-k filed today (that Ecomike discussed) clarifies that it's actually 75% . Will they file an amended 13d?:
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 25,000,000 common shares of common stock.
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not applicable.
13. Percent of Class Represented by Amount in Row (11): 43.04%.(*)
14. Type of Reporting Person (See Instructions): CO.
Notes:
(*) Based on 58,086,950 common shares of the Issuer's common stock issued and outstanding as of April 10, 2012.
--
Good work Ecomike. - Keep it up!