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Description of Business
3 Months Ended
Sep. 30, 2011
Notes to Financial Statements 
Description of Business

Description of Business

 

BayHill Capital Corporation (“we,” “us” or “BHCC”, formerly Cognigen Networks, Inc.), was incorporated in May 1983 in the state of Colorado. Our wholly-owned subsidiary, Commission River Corporation (“Commission River”), was our only active business and we sold that business effective August 31, 2010. Prior to the sale of Commission River we marketed and sold services and products through commission-based marketing agents who used the Internet as a platform to provide customers and subscribers with a variety of telecommunications and technology-based products and services.

 

Beginning September 1, 2010, following the sale of Commission River, we have been a “shell corporation” under SEC regulations.

 

In July 2009, we formed a subsidiary, BayHill Energy Corporation (“BEC”) to pursue the exploration and development of oil and gas. During the quarter ended September 30, 2009 we invested $1,000 to acquire 100,000 shares of common stock and $10,000 to acquire 100,000 shares of preferred stock in BEC, which represented an 18% minority ownership interest. Subsequently, BEC issued an additional 885,000 shares of its common stock to six individuals, including our President, who became members of the BEC management team. On May 6, 2011 we agreed to exchange our 18% minority interest in BEC for $11,000. At the time of the transaction, BEC had few assets and no operations.

 

On August 8, 2011, we entered into an agreement and plan of merger, or the “merger agreement”, by and among the Company, Proteus Energy Corporation, a Delaware corporation, and PEC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, pursuant to which Merger Sub will merge with and into Proteus the “merger”, resulting in Proteus becoming a wholly-owned subsidiary of the Company and resulting in a change of control of the Company and our board of directors (see Note 9 Agreement and Plan of Merger).