History
A Nevada shell became an energy company in 2007, ran into a troubled $2.5 million financing within the year, and deregistered from SEC reporting in 2010.
2007: A shell becomes an energy company
The company began as Comlink Communications, a Nevada shell. On 17 January 2007 it reverse-merged with USA Superior Energy, issuing 34 million shares for all of USA Superior and adopting an energy-industry business plan. It was renamed USA Superior Energy Holdings.
By 9 February the change of control was clear. USA Superior's shareholders held the 34 million shares, or 64.9% of the stock. CEO Daniel Brailey resigned, and G. Rowland Carey, Jerry Witte and Paul Eads took over as president and directors.
Money was tight from the start. The context records a personal bridge loan from the CEO in May 2007. Then, in a disclosure on 30 November, USA Superior reported a $2.5 million secured convertible debenture, a loan that can be swapped for shares, with Golden Gate Investors. It received only $200,000 in cash, plus a $2.3 million promissory note from Golden Gate in place of the rest. Settlement talks were already under way when it disclosed the deal.
2007-2010: Settlement and withdrawal
On 3 December 2007 USA Superior settled out of the arrangement. It paid $200,000 in cash and replaced the $2.5 million debenture with a much smaller $625,000 one due in November 2010. The new debenture converts at 95% of the average of the three lowest volume-weighted average prices over 20 trading days.
The company was later renamed Saxon Capital Group, though the record does not give the date. The disclosures are then quiet for almost three years. On 9 December 2010 Saxon Capital Group deregistered its securities, ending its obligation to file reports with the SEC. That is where the record stands at its latest entry.
Written from the 5 story beats below (2007 to 9 Dec 2010), which come from the company's own announcements and filings.