22 Aug Petrosonic Energy Inc (PSON) – research report
Petrosonic Energy Inc (PSON) saw its first significant volume today trading 280,000 shares after only trading just over 13,000 shares ever before that.
The stock has followed many of the common patterns of a pump&dump stock set up for insider enrichment. At some point those insiders will want to collect on those riches and that usually means a paid promotion.
PSON which is a Nevada business entity went public in 2009 as Bearing Minerals Exploration Inc (an Ontario based company) using a mining claim that cost its then sole officer and director, Gerhard Schlombs a measly $508 to put in his name. Schlombs received 3,300,000 shares for $3,300. All indications point to Schlombs being just a nominee officer used to front for the shell during the initial stages of a future pump&dump.
Bearing Minerals Exploration Inc had 33 non-US seed shareholders. 23 of those seed shareholders got 2,590,000 shares for just $25,900 ($.01/share). The other 10 seed shareholders got 78,750 shares for just $11,813 ($.15/share).
By February of 2012, Bearing Minerals Exploration Inc's cash had dwindled down to just $372. It was time to put the next phases of this future pump&dump into motion.
On March 19, 2012, Gerhard Schlombs stepped down retiring 2,000,000 of this 3,300,000 shares in the process. The worthless $508 property was dropped. Art Agolli became the new sole officer of the shell. Art Agolli came with a long history of being involved in publicly traded companies on the Toronto Stock Exchange including BNK, BKX, and SNK. With SNK (Sonoro Energy Ltd), Agolli claims to be a co-founder and a current consultant.
The first thing Art Agolli did was issue himself 1,777,778 shares as part of an agreement he made with himself for the transfer of certain title and rights in a letter of intent with Art Agolli's other company trading on the Toronto Stock Exchange, Sonoro Energy Ltd (SNK).
The second thing Art Agolli did was a 11.25:1 forward split which came with an increase in authorized shares from 75,000,000 to 843,750,000 and a name change to Petrosonic Energy Inc.
The new outstanding share count became 64,648,440 shares.
Art Agolli owned 20,000,003 shares
Gerhard Schlombs owned 14,625,000 shares received for $3,300
23 non-US shareholders owned 29,137,500 free trading shares received for $.00089/share
10 non-US shareholders owned 885,937 free trading shares received for $.013/share
Art Agolli also set up a Convertible debt Note arrangement with 2 non-related anonymous parties. The terms of the debt Notes allow for the conversion of the debt Notes into common stock at a 25% discount to the market price. The creditors have to provide at least $500,000 in financing before they can convert their Notes into discounted shares. In the meantime the Notes collect interest at 10%. This financing would be crucial for the Sonoro Energy Ltd agreement to be completed.
On May 18, 2012, the company received a new trading symbol, PSON.
On July 27, 2012, the letter of intent with Art Agolli's other company, Sonoro Energy Ltd (SNK) was executed. PSON received certain intellectual technology relating to the treatment and upgrading of heavy oil by sonicated solvent de-asphalting and pursuant to the completion of different agreements, PSON would also receive 60,000 shares of AlbaniaCo and sonic reactors located in Albania and Richmond, British Columbia and a solvent recovery system in or around Turin, Italy.
To complete those agreements, PSON would first have to pay Sonoro Energy Ltd $250,000 and issue to Sonoro Energy Ltd a convertible debt Note for another $250,000. PSON also agreed to pay Sonoro Energy Ltd a 10% royalty of any revenues achieved for a period of 10 years starting when PSON is able to process an average of 50 barrels of feed stock per day over a period of 30 consecutive days.
Here is the Sonoro Energy Ltd press release for the event.
Also as a result of the agreement, Petrosonic Albania Sha. became a majority owned subsidiary of the Company. Financial reports provided in the PSON filings show that no revenues have been achieved yet by Petrosonic Albania Sha.
Some research on Sonoro Energy Ltd:
Their website - sonoroenergy.com
Their last financial report shows a history of no revenues despite some formidable assets.
The odd thing is that the sonoroenergy.com website does not include Art Agolli's name on their website at all. You have to go to the old company website which hasn't been updated since 2010 found here to see Art Agolli's name listed as a consultant.
Prior to becoming Sonoro Energy Ltd, the shell was named Sonic Technology Solutions Inc. Prior to that the shell was named Sonic Environmental Solutions Inc.
While called Sonic Environmental Solutions Inc, the shell signed an agreement with a company called Petrosonic Energy Systems Inc which is a Delaware business entity founded by David Kahn. New release found here.
On May 24, 2007, the Company entered into an agreement with PetroSonic Energy Systems Inc. (“PetroSonic”) for the development of a crude heavy oil upgrading and processing system utilizing Sonic’s patented technologies. Under the terms of the agreement, PetroSonic will fund the initial development of a new heavy oil Sonoprocess for the upgrading and processing of heavy oil. This will be done with Sonic’s development facility including use of the Sonic generators. The first stage of the agreement is designed to confirm the development concept, after which PetroSonic will engineer and install a complete prototype plant to optimize the design variables of the system. At that time Sonic will receive a 40% interest in PetroSonic and will work together with PetroSonic on a prototype installation directly in the field. PetroSonic has an obligation to fund the creation of the prototype plant. Sonic retains the right to maintain its 40% interest in PetroSonic by participating in PetroSonic financing.
On April 30, 2008, the Company acquired 100% of the shares of Petrosonic Energy Systems Inc. (“Petrosonic”).
The total consideration for the purchase of Petrosonic was as follows:
$750,000 was paid through the issuance of 3,000,000 common shares of the Company. The Company valued the shares issued for the acquisition of Petrosonic using the Black Scholes pricing model with the following assumptions: risk-free interest rate – 3.58%, dividend yield – Nil, volatility – 95.75%, expected life – 0.56 years. The shares were escrowed to be released, 25% at a time. As of March 31, 2009 all the shares had been released from escrow.
Dr. David Kahn has also showed up in some SEC filings
JawHawk Energy Corp (JYHW) signed an agreement with him in August of 2009 just weeks before a pump&dump.
Through his company, DK True Energy Development, Dr. David Kahn has been a very large shareholder in Glen Rose Petroleum Corp (GLRP) since 2007.
Obviously, the name Petrosonic Energy and the intellectual property associated with the name has been getting bounced around now since at least 2007 and to date that technology has yet to achieve any revenues. Sonoro Energy Ltd did not have enough confidence in the technology to maintain ownership and subsequently sold it to PSON. No doubt PSON will now tout that technology and the promise of future riches from that technology as a way to inflate the value of its stock price. The story line is pretty good and it could attract some investor interest and most definitely will provide some great selling points for promoter newsletter and company press releases.
To me PSON still looks more like a future pump&dump shell. I doubt the technology or any of the other assets will provide much in the way of revenues. There are slightly over 30,000,000 free trading shares owned by seed shareholders that received those shares for next to nothing. At the current trading price of $.48/share that makes those shares worth $14,400,000. If that stock price can be pumped up over $1.00/share those shares become worth over $30,000,000. Plenty of reason for a paid promotion.
Keep an eye on PSON especially over the next few trading days to see if any more suspicious activity occurs.