History
A Nevada shell became an oil driller through a 2007 merger, then defaulted on its secured notes in 2008 and filed to deregister in 2018.
2006-2007: From shell to oil explorer
The company began as Georgia Exploration, a dormant Nevada shell whose only asset had been mineral claims in British Columbia. On 20 October 2006 it signed a letter of intent to combine with Wharton Resources, a private oil and gas explorer with interests in Texas, Kansas and Kentucky. A definitive merger agreement followed on 29 November 2006, under which Wharton's shareholders would receive 30 million Georgia shares.
Control was set to change. Former Wharton holders were to own about 71.4% of the company, with 42,000,000 shares outstanding after a founding holder cancelled 15,645,000. W. Milton Cox became CEO and Chairman, Bassam Nastat President and Donald Sytsma CFO, replacing directors Sokhie Puar and Bijay Singh. The merger closed on 3 January 2007, and the shell became an oil and gas exploration company.
Funding came quickly. The company raised $3.2 million by privately selling units of stock and warrants at $1.00 each. On 5 February 2007 it paid $6.8 million, mostly in stock and a convertible note, for the Mound Branch prospect in Kansas. The seller, Orbit Energy, was owned by the company's own CEO and affiliated with its President, both directors, so the deal was a related-party transaction.
2007-2008: Debt and a failed farm-out
In September 2007, now named Gulf Western Petroleum, the company took on $3.7 million of senior secured convertible notes at 15% interest from Metage Funds and NCIM Limited, pledging nearly all its assets.
In June 2008 it farmed out four planned wells on its Wharton County, Texas leases to Amerpro Industries. Amerpro was to fund all drilling costs for most of the working interest and pay a $1.2 million fee. Amerpro failed to close by its extended deadline, and the company terminated the deal in September 2008, keeping only a forfeited $100,000 deposit. The Texas lease was nearing expiry.
The company then failed to repay the notes when they matured on 10 September 2008, and the rate rose to 18%. On 14 November Metage demanded full payment by 25 November or delivery of the collateral: $3.7 million of principal plus about $167,000 of interest, growing by $1,825 a day.
2008-2018: Silence and deregistration
The record then goes quiet for roughly a decade. It does not show what happened to the notes, the assets or the equity. The company later appears as WHOLEHEALTH PRODUCTS, INC., though no disclosure explains the name change. Share counts in the data feed rise over these years, but the beats do not explain the changes. On 26 March 2018 the company deregistered its securities, ending its obligation to file reports with the SEC.
Written from the 11 story beats below (2006 to 26 Mar 2018), which come from the company's own announcements and filings.