Complaint Review: PETROSONIC ENERGY INC. - Calgary Alberta

Petrosonic Energy, Inc. (PSON) makes fraudulent statements in SEC filings regarding ownership of major asset.

1. In a February 11, 2013 filing of an S-1 registration statement with the SEC PSON states that 
"...our primary operations consist of utilizing the Assets to develop a business relating to the treatment and upgrading of heavy oil by sonicated solvent de-asphalting and operating the business of Petrosonic Albania Sha. (the Business)"

http://www.sec.gov/Archives/edgar/data/1451654/000114420413007470/v334396_s1.htm

2. In the same SEC filing as #1 above, PSON states that it acquired 89% of the shares of its main business, Petrosonic Albania Sha.:

"On July 27, 2012,  the Company acquired certain assets from Sonoro Energy Ltd. including (i) certain technology relating to the treatment and upgrading of heavy oil by sonicated solvent de-asphalting, (ii) 60,000 shares (89% holding) of Petrosonic Albania Sha. pursuant to a share purchase agreement and (iii) sonic reactors located in Albania and Richmond, British Columbia and a solvent recovery system located in or around Turin, Italy."

3. The same 89% ownership by PSON of Petrosonic Albania Sha. is stated in the most recently filed PSON 10Q filed on November 23, 2012:

http://www.sec.gov/Archives/edgar/data/1451654/000114420412064703/v326002_10q.htm

4. The same 89% ownership by PSON of Petrosonic Albania Sha. is stated in a PSON 10K/T filed on October 10, 2012:

http://www.sec.gov/Archives/edgar/data/1451654/000114420412055555/v325091_10kt.htm


5. The same 89% ownership by PSON of Petrosonic Albania Sha. is stated in a July 27, 2012 form 8-K filed with the SEC by PSON describing the acquisition of the shares of Petrosonic Albania Sha.:

http://www.sec.gov/Archives/edgar/data/1451654/000114420412041883/v319861_8k.htm

6. During the period between July 27, 2012 and April 16, 2013, the period whereby PSON lead the investment to public believe that PSON owned 89% of its main business, the Albanian company Petrosonic Albania Sha., a $3.0 million promotional campaign was in effect that artificially raised the Market Valuation of PSON to over $100 million.  In addition, during this period of time PSON raised over $3.2 million in private placement funds.

7. The balance of the ownership, 11%, in shares of Petrosonic Albania Sha not owned by PSON was described as a private company based in Albania named "Albnafta Shpk" in the PSON SEC filings listed above.  The owner of Albnafta Shpk was omitted by PSON in these SEC filings.

8. To the surprise of investors, it turns out that PSON doesn't own 89% of Petrosonic Albania Sha., nor does it own 85%, or 80%.  It doesn't own 70% or even 65%.  In fact in the Amended Form 10K/T filed today, on April 16, 2013 with the SEC by PSON, it finally admitted that PSON only owns 60% of Petrosonic Albania Sha., a very significant difference from the previously stated 89% ownership.  

To make matters worse, it turns out that the balance of the ownership, or 40% is owned by Albnafta Shpk, which in turn is wholly-owned by none other than PSON's very own CEO, Art Agolli- something which was never mentioned in the SEC filings listed above:

http://www.sec.gov/Archives/edgar/data/1451654/000114420413022212/v341035_10kta.htm

"The outstanding capital stock of Petrosonic Albania is owned 60% by the Company and 40% by Albnafta, a body corporate under the laws of Albania. Albnafta is wholly-owned by our Chief Executive Office and director, Art Agolli."

How can this be?



At $1.10/shares stock price, the market cap of the company is close to $100 million and yet Petrosonic Energy, Inc. (PSON) only paid $50,000 for the technology to process heavy crude oil.



Yes, only $50,000, according to PSON's own SEC filings.



Unbelievable!



here is the SEC filing by the company which says so:



http://www.sec.gov/Archives/edgar/data/1451654/000114420413007470/v334396_s1.htm



NOTE

2: Purchase of Petrosonic Albania Sha.



On July 27, 2012, the Company acquired certain

assets from Sonoro Energy Ltd. including (i) certain technology relating to the

treatment and upgrading of heavy oil by sonicated solvent de-asphalting, (ii)

60,000 shares (89% holding) of Petrosonic Albania Sha. pursuant to a share

purchase agreement and (iii) sonic reactors located in Albania and Richmond,

British Columbia and a solvent recovery system located in or around Turin,

Italy. In exchange for the assets, the Company agreed to pay to Sonoro the

following consideration: (i) CAD$250,000, (ii) a convertible debenture in the

principal amount of CAD$250,000 and (iii) a 10% royalty interest in our realized

net revenues for a period of 10 years from the time we commence commercial

operations, which is defined as the date upon which we process an average of 50

barrels of feed stock per day over a period of 30 consecutive days utilizing the

technology acquired. The fair value allocation is CAD$250,000 for the 89% interest of Petrosonic Albania Sha., CAD$200,000 for the equipment and CAD$50,000 for the technology. Effective July 27, 2012 the Companys primary operations consist of utilizing the assets to develop a

business relating to the treatment and upgrading of heavy oil by sonicating

solvent de-asphalting and operating the business of Petrosonic Albania Sha. 



Immediately before the sale, Sonoro Energy Ltd.'s ownership of Petrosonic Albania Sha. was

89%; thus, there is a reclassification of $30,899 or 11% from additional paid in

capital to non-controlling interest representing the extrapolated fair value of

the entity based on the CAD$250,000 fair value of the 89% interest.



The Purchase and Sale is accounted for using the purchase method. As a result of the

merger, Petrosonic Albania Sha. became a majority owned subsidiary of the

Company. The assets and liabilities of the acquired entity have been brought

forward at their fair value.

What is up with this?

It appears that it costs a lot more to process the heavy crude oil than what can be gained by increasing the quality of the crude.  Petrosonic Energy, Inc. ()PSON) fails to mention this in its SEC filings to date.

Has PSON committed fraud  by filing false and misleading statements with the SEC and omitting materials facts? 

PSON states that the   "Operating costs will be between $2-3 per bbl on a stand- alone facility basis."

 http://www.sec.gov/Archives/edgar/data/1451654/000114420413007470/v334396_s1.htm

yet the energy costs alone that are used by the PSON equipment are about $167 per bbl as per the patents. 

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=84488333

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=84509193

THIS IS UNBELIEVABLE!

THE PETROSONIC ENERGY INC (PSON) U.S. PATENT HAS EXPIRED!

http://www.sec.gov/Archives/edgar/data/1451654/000114420412041883/v319861_ex2-1.htm

 TECHNOLOGY INTELLECTUAL PROPERTY ASSETS PATENTS

I - METHOD FOR TREATING HEAVY CRUDE OIL

4. US 61/035,690 

UNITED STATES 

METHOD FOR TREATING HEAVY CRUDE OIL 

PRIORITY CLAIM

EXPIRED

PETROSONIC ENERGY INC. (PSON)  added  Richard Rutkowski as a Director - CEO of Clearsign Combustion Corp. - Science Fraud   

More sleazy actions by this scam company Petrosonic Energy Inc. (PSON) as it hires as a Director Richard Rutkowski:
http://markets.cbsnews.com/cbsnews/news/read/23718064/petrosonic_energy

Richard Rutkowski is also CEO of science fraud company ClearSign Combustion Corporation (CLIR):
(((link redacted)))

CLICK here to see why Rip-off Report, as a matter of policy, deleted either a phone number, link or e-mail address from this Report.

PETROSONIC ENERGY INC. (PSON)  - THE ALBERTA SECURITES COMMISSION FILED A CEASE TRADE ORDER AGAINST PETROSONIC ENERGY INC.   





Here we go again



The Alberta Securities Commission has issued a CEASE TRADE ORDER against Petrosonic Energy Inc. (PSON)



http://cto-iov.csa-acvm.ca/ArticleFile.asp?Instance=101&ID=50E5A6C892D84B2089BED9C44AB1B352



ALBERTA SECURITIES COMMISSION 

CEASE TRADE ORDER 



Citation: Petrosonic Energy, Inc., Re, 2013 ABASC 128 Date: 20130403 



Petrosonic Energy, Inc. 



Background 



1. Petrosonic Energy, Inc. (the Issuer) is a reporting issuer under the Securities Act, R.S.A.  2000, c. S-4 (the Act) and has failed to file the following periodic disclosure pursuant to section 146 of the Act:  (a) annual information form for the year ended 31 December 2012. 



2. Pursuant to an Authorization Order dated 31 October 2012, the undersigned is authorized to make orders under section 33.1 of the Act. 



Decision 



3. Under section 33.1 of the Act, it is ordered that trading or purchasing cease in respect of  any security of the Issuer until this order has been revoked or varied. 



3 April 2013 



original signed by 

Jonathan Taylor 

Manager, CD Compliance & Market Analysis