SEC Filing Summary: Mar Ked Mineral Exploration, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed on August 1, 2008, reporting events occurring on July 28, 2008. The registrant is Mar Ked Mineral Exploration, Inc., a Nevada corporation. The filing details a material definitive agreement and the completion of an acquisition involving North American Energy Exploration, Inc. (NAEE).
Key Financial Metrics and Transaction Details
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for either company. The transaction was executed via a stock-for-stock exchange rather than cash.
- Acquisition Consideration: 21,000,000 restricted shares of Mar Ked common stock issued to NAEE shareholders.
- Target Business: NAEE is an oil and gas exploration company focused on coal bed methane wells in Northern Oklahoma and Southern Kansas (depths 650 to 1,500 feet).
- Share Count Impact: Pre-acquisition outstanding shares were 16,350,000. Post-acquisition, after retiring 7,500,000 shares owned by the former CEO, the total outstanding shares are 29,850,000.
Material Changes Versus Prior Period
The most significant change is the shift in corporate control and capital structure:
- Change in Control: Former shareholders of NAEE now own 70.4% of Mar Ked's common stock, resulting in a change of control of the registrant.
- Asset Expansion: Mar Ked has acquired 100% of the issued and outstanding common stock of NAEE, adding oil and gas exploration assets to its portfolio.
- Capital Structure: The company's share count increased by approximately 82% (from 16.35M to 29.85M) net of the CEO share retirement.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure of the acquisition.
- Financial Statements: No financial statements for the acquired business (NAEE) are included in this filing. They are required to be filed by amendment within 71 days of the acquisition date.
- Pro Forma Information: Required pro forma financial information will also be filed by amendment within 71 days.
- Control Arrangements: The registrant states there are no arrangements or understandings between the former and new control groups regarding the election of directors or other matters.
Key Facts for Investor Verification
- Verify the upcoming filing of NAEE's financial statements and pro forma information within the 71-day window to assess the target's financial health.
- Confirm the exact valuation of the 21,000,000 shares issued based on the market price of Mar Ked stock on July 28, 2008.
- Review the specific lease holdings and geological data for NAEE's coal bed methane projects in Oklahoma and Kansas.
- Monitor the composition of the new board of directors following the change in control.
- Note the discrepancy in the request metadata (Surgepays, Inc.) versus the actual filing content (Mar Ked Mineral Exploration, Inc.).