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Engineering, procurement, construction & management of crude oil refineries.

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Message: I'm no attorney but...

I'm no attorney but...

posted on Dec 05, 2007 02:14PM

I took the MD&A as of June 30, 2007, and placed it next to the MD&A as of September 30, 2007.  Below is what I found as summary to what the REAL CNR about... (I hope I'm right!)

MD&A for 9Months ending 9/30/07 Forward-Looking Statements  Certain statements contained in this document constitute “forward-looking statements”. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “propose”, “anticipate”, “believe”, “forecast”, “estimate”, “expect” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements. Such statements reflect the Company’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.   MD&A for 6Months ending 6/30/07  Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.                                                               
 
 MD&A for 9Months ending 9/30/07 December 28, 2006 On December 28, 2006 the Company announced that it retained the services of TDI Technology Inc. to conduct a technical feasibility study to direct the Company in undertaking the development of a fuel ethanol capital project in the High Level (or Peace River) area of Alberta. No definitive contracts or agreements have been negotiated or entered into toward the development of any such project, and there is no assurance any will be negotiated or entered into on terms acceptable to the Company, or at all.    MD&A for 6Months ending 6/30/07 No Mention of December 28, 2006 activity. ********************************************************************** MD&A for 9Months ending 9/30/07 On February 8, 2007, the Company announced that it was awarded a US$250,000 contract to service the NOC oil refinery in Tobruk, Libya. This verbal award has since been rescinded as the Libyan authorities have revised their contracting process from tender to joint venture or to private investment applications. No definitive contracts or agreements have since been negotiated or entered into toward the development of any such project, and there is no assurance any will be negotiated or entered into on terms acceptable to the Company, or at all.   MD&A for 6Months ending 6/30/07 On February 8, 2007, the Company announced that it was awarded a US$250,000 contract to service the National Oil Corporation of Libya (NOC) oil refinery in Tobruk, Libya 
 
 MD&A for 9Months ending 9/30/07 On March 5, 2007, the Company announced that it has made application to engineer, procure, construct and manage a 300,000 barrel per day oil refinery in the Port of Zarzis, tax free zone, on a build, own, operate and transfer basis. No definitive contracts or agreements have been negotiated or entered into toward the development of such refinery, and there is no assurance any will be negotiated or entered into on terms acceptable to the Company, or at all.      MD&A for 6Months ending 6/30/07 On March 5, 2007, the Company announced that it has made application to engineer, procure, construct and manage a 300,000 barrel per day oil refinery in the Port of Zarzis, tax free zone, on a build, own, operate and transfer basis. The Company has negotiated a crude oil feedstock contract with SONATRACH, the Algerian state oil company subject to the completion of the proposed new Port of Zarzis oil refinery. The Company has arranged 100% debt financing subject to certain performance covenants.   
 
  MD&A for 9Months ending 9/30/07   On March 12, 2007 the Company announced that it was in receipt of TDI Technology Inc.’s (“TDI”) feasibility report for a proposed new integrated ethanol feedlot facility to be located near High Level in Alberta. The Company hopes to use the feasibility report as a basis to raise funding for the construction and operation of such a facility. No definitive contracts or agreements have been negotiated or entered into toward the development of such project or the financing thereof, and there is no assurance any will be negotiated or entered into on terms acceptable to the Company, or at all.  MD&A for 6Months ending 6/30/07 On March 12, 2007 the Company announced that it is in receipt of TDI Technology’s feasibility report for a proposed new integrated ethanol feedlot facility to be located near High Level in Alberta.
 
  MD&A for 9Months ending 9/30/07 On March 28, 2007, the Company announced that it had completed a 2,630,000 unit non-brokered private placement at $0.10 per unit for gross proceeds of $263,000. Each unit consists of one common share and one non-transferable share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of $0.15 per share on or before March 28, 2009.  MD&A for 6Months ending 6/30/07 On March 28, 2007, the Company announced that it had completed a 2,630,000 unit non-brokered private placement at $0.10 per unit for gross proceeds of $263,000. Each unit consists of one common share and one non-transferable share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of $0.15 per share on or before March 28, 2009. . 
 
  MD&A for 9Months ending 9/30/07 On June 22, 2007, the Company announced that it had completed a 3,300,000 unit non-brokered private placement at $0.10 per unit for gross proceeds of $330,000. Each unit consists of one common share and one non-transferable share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of $0.15 per share on or before June 22, 2009.     MD&A for 6Months ending 6/30/07 On June 22, 2007, the Company announced that it had completed a 3,300,000 unit non-brokered private placement at $0.10 per unit for gross proceeds of $263,000. Each unit consists of one common share and one non-transferable share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of $0.15 per share on or before June 22, 2009.  Oops someone made a math error?!? Is it $330,000 or $ 263,000? *********************************************************************** New since June 30, 2007 On July 16, 2007 the Company announced it has received two non-binding Letters of Interest from AX Energy Holdings Ltd. to debt finance the Company’s proposed new oil refinery projects in Tunisia and in Libya. CAUTIONARY NOTE; these two non-binding Letters of Interest are not commitment letters, since they create no binding obligation on either AX Energy or the Company, are conditional upon review of the projects to be undertaken by the Company, and no approval of any transaction has been sought or under any bank’s credit approval process. No definitive contracts or agreements have been negotiated or entered into toward the development of any such project, and there is no assurance any will be negotiated or entered into on terms acceptable to the Company, or at all.   On July 26, 2007 the Company announced it has received a non-binding Letter of Interest with SK Engineering & Construction of Seoul, South Korea, to participate in the Company’s proposed refinery projects in Libya and Tunisia. Upon the acceptance of each Company’s proposal to build, own, operate and transfer oil refineries by the responsible authorities in Libya and Tunisia, definitive agreements will be negotiated with SK Engineering & Construction. No definitive contracts or agreements have been negotiated or entered into toward the development of any such project, and there is no assurance any will be negotiated or entered into on terms acceptable to the Company, or at all.   The following is a summary of significant events and transactions that occurred during the nine month period ended September 30, 2007:  The Company’s shares were halted from trading by the TSX Venture Exchange on August 7, 2007 pending clarification of the Company’s business and affairs, and whether a change of business had occurred. The TSX Venture Exchange announced on August 23, 2007 that the halt would be continued pending clarification of Company affairs and a possible change of business. The Company is cooperating with the TSX Venture Exchange’s review. On November 26, 2007 the Company was suspended from trading its shares until such time as the TSX Venture Exchange is satisfied with its review of the Company’s affairs and clarification of a change of business.  ????????????????????????????????????????????????????????????????????????????? Personal observation :   From the above paragraph “On November 26, 2007”.  If this is a report for the 9(nine) months ending September, why would you, or why would you need to mention anything regarding activity beyond the MD&A for the first 9 months? What I believe we have here is a CNR, these are the clarifications that TSX/MRS wanted.    If this isn’t a CNR, I don’t know what is!! 

 

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