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DESCRIPTION OF BUSINESS
3 Months Ended
Aug. 31, 2011
DESCRIPTION OF BUSINESS
NOTE 1. DESCRIPTION OF BUSINESS
 
Red Mountain Resources, Inc. ("Red Mountain", "we," "us" or the "Company") is a holding company that operates through its wholly owned subsidiaries, including Black Rock Capital, Inc. (“Black Rock”) and RMR Operating, LLC. Red Mountain is engaged in the business of operating and investing in oil and gas properties in Texas and New Mexico through its wholly owned subsidiaries. Black Rock is a passive investor and does not operate its properties; however, RMR Operating, LLC acts as operator for a majority of the Black Rock properties.
 
Black Rock Capital, LLC was an Arkansas limited liability company formed on October 28, 2005 and based in Little Rock, Arkansas. From inception through May 2010, Black Rock Capital, LLC had no operations.
 
In May 2010, Black Rock Capital, LLC entered into an agreement to purchase two separate oil and gas fields out of the bankruptcy estate of MSB Energy, Inc., which became effective as of June 1, 2010. Those fields are located in Zapata County and Duval County, Texas. In October 2010, Black Rock Capital, LLC entered into an agreement to purchase two separate oil and gas fields located in Zapata County, Texas, also out of the bankruptcy estate of MSB Energy, Inc., which became effective on October 1, 2010.
 
On March 22, 2011, Black Rock Capital, LLC entered into an agreement to be acquired by Red Mountain, a publicly traded shell company. For accounting purposes, Black Rock Capital, LLC was treated as the acquirer and the transaction was treated as a recapitalization. The agreement provided for Red Mountain to issue 27,000,000 shares of common stock in exchange for all of the then outstanding equity of Black Rock. On June 22, 2011, the transaction was completed and the reverse recapitalization with Red Mountain was completed. Red Mountain's $850,000 non-interest bearing Commercial Promissory Note issued by Black Rock Capital, LLC on May 24, 2011 and its $4,900,000 non-interest bearing Secured Commercial Promissory Note issued by Black Rock Capital, LLC on April 29, 2011 were extinguished upon completion of the transaction. As part of the transaction Black Rock Capital, LLC assumed and acquired a loan of $2,681,201 from the First State Bank of Lonoke (“FSB”) which was re-executed in the name of Black Rock Capital, LLC. FSB also had the following requirements: (i) Alan Barksdale, Black Rock Capital LLC's sole officer, director and shareholder, was required to be the only officer as President of Black Rock Capital, LLC and Chief Executive Officer of Red Mountain during the term of the loan; (ii) Black Rock Capital, LLC's 1,000 common shares (100%) were to be pledged as collateral for the loan by Red Mountain to FSB; (iii) Black Rock Capital, LLC's assets were to remain held in the name of Black Rock Capital, LLC during the term of the loan; (iv) Black Rock Capital, LLC was required to execute a new note to the FSB to acquire the loan to Bamco Gas, LLC, in receivership, in the amount of approximately $2,681,201, which is currently in technical default, and the FSB assigned the note to Black Rock Capital, LLC with any collateral pledges; and (v) the shareholders of Black Rock Capital, LLC were required to pledge two million common shares of Red Mountain to secure the loan and the acquisition of the note for Bamco Gas, LLC to the FSB.
 
In June 2011, Black Rock Capital, LLC filed Articles of Conversion with the Secretary of State for the State of Arkansas to convert Black Rock Capital, LLC into a corporation. The conversion became effective July 1, 2011 and accordingly Black Rock Capital, LLC was converted to Black Rock Capital, Inc. As a result of the conversion, all the membership interest holders of Black Rock Capital, LLC became shareholders of Black Rock. Black Rock and Red Mountain have adopted a fiscal year end of May 31.