XML 20 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
Description of Business
6 Months Ended
Dec. 31, 2011
Notes to Financial Statements  
Description of Business

 

Note 1 – 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.

 

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 (“Proteus”), and PEC Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of the Company, pursuant to which Merger Sub would 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). Proteus was not able to raise the capital required by the Merger Agreement and on December 6, 2011 we gave Proteus notice that we would no longer be under exclusivity to complete the Merger and would continue to look for other merger opportunities.