MHL 0.00% 0.3¢ monitor energy limited

sentry petroleum 10k filing, page-3

  1. 366 Posts.
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    Had a quick glance through the 10k just then, don't think there's anything sinister about not mentioning the MHL JVOA. The exploration ATP 865 was mentioned because it is something that they acquired, not just entered into potentially acquiring. I.e. it is something that has already happened, not a contract that they have entered into with the view that something may potentially happen. Since the JV is a conditional agreement and has not been signed/finalised, it is still something that has only been 'entered into'. I might go so far as to say that they are not allowed to mention things until it is a definite certainty, but glad to be proven wrong on this point.

    * * * * * *

    Here is the form itself with instructions from the SEC http://www.sec.gov/about/forms/form10-k.pdf

    I would like to draw your attention to Rule 12b-20:

    "In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading."

    Also note Item 101 of Regulation S-K: http://www.law.uc.edu/CCL/regS-K/SK101.html

    "Information shall be disclosed for earlier periods if material to an understanding of the general development of the business."

    "In describing developments, information shall be given as to matters such as the following: ... the acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business; ..."

    As seen above, arguably, it is *required* that they include the acquisition of ATP 865 as it is "the acquisition ... of [a] material amount of assets otherwise than in the ordinary course of business ..."

    By virtue of Item 101 of Regulation S-K as described above, it is clear that they are required to include the information about ATP 865, but not required to include information about the MHL JVOA. As entering into the agreement with MHL is not classified as an "acquisition or disposition of any material amount of assets", and with the interaction of Rule 12b-20, I would contend that the inclusion of the MHL JVOA in the 10k would be contrary to the purposes of the filing and hence we see it not being included in this case.

    As always the above is my own opinion only. Please do your own research.
 
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