6 July 2020listing compliance notice▼ BadMajor
Banny Cosmic International Holdings, Inc deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
27 Nov 2019farm in farm out agreement● Neutral
On Nov 26, 2019 the company was told by Cosmic Equity Group Limited, its majority shareholder (115,000,000 shares, 81.48%), that Cosmic had given sales agents options to buy up to 69,209,658 of Cosmic's own shares at $1.00 each: 35,706,720 offered in May, June and August 2018 (2-year term) and 33,502,938 offered in December 2018 (expiring about Aug 31, 2020). Cosmic wants to extend both option periods to Dec 31, 2021; if all were exercised Cosmic would hold 45,790,342 shares (32.44%). These are existing shares held by Cosmic, so the company issues no new shares and receives no money; the filing says president Liu Wenxin is Cosmic's principal shareholder. This gives context to the Sept 2018 company option grant that was cancelled in Nov 2018, though the filing does not say the two are linked (inference only).
14 Nov 2018material agreement termination▲ Good
On November 6, 2018 the parties signed a mutual cancellation agreement that cancelled the option to buy 36,000,000 shares issued on September 21, 2018. This resolves that option grant, so the potential dilution from it is gone.
25 Sept 2018capital raising announcement▼ Bad
On September 21, 2018 the company issued options to buy up to 36,000,000 of its shares to persons outside the United States. The filing gives no exercise price, recipients or consideration, and the company, now named Banny Cosmic International Holdings, is signed by Liu Wenxin as Director and President.
18 Dec 2017capital raising announcement▼ BadMajor
On December 12, 2017 the company and its subsidiary Gain First Group signed a deal making Gain First the sole sales agent for French wine producer De Lasselle Ltd. across South-East Asia (Vietnam, Thailand, Malaysia, Indonesia, Cambodia, Myanmar, Singapore). In return the company issued De Lasselle 75,000,000 shares, which is a large dilution compared with the roughly 26 million shares outstanding in October 2017 plus the 20 million issued to acquire Gain First (before any other changes). The filing states no cash terms.
3 Nov 2017auditor change● Neutral
The board appointed KR Margetson, Ltd. as auditor for the fiscal year ending June 30, 2018, replacing Weld Asia Associates, who had been engaged in January 2014. The filing reports no disagreements or reportable events.
12 Oct 2017capital raising announcement▼ BadMajor
On October 12, 2017 the company issued 20,000,000 of its shares in exchange for 50,000 shares of Gain First Group Corporation (British Virgin Islands), making it a wholly owned subsidiary. The filing states Gain First is a newly formed startup with nominal assets and no operating history, so existing shareholders were diluted for a company with no assets or history.
4 Oct 2017business combination● NeutralMajor
A Schedule 14F-1 notice says that under a stock purchase agreement of about September 18, 2017, purchasers will buy about 3,811,429 shares of the company (then called Wincash Apolo Gold & Energy), and the board will be reshuffled so that Jeffrey Firestone becomes President and Chow Wing Fai becomes CEO and CFO. This is a change in control of the board, with no shareholder vote required. About 26,137,387 common shares were outstanding.
21 Jan 2015material agreement termination▼ BadMajor
As of January 19, 2015 the company and Yinfu Gold Corporation mutually agreed to cancel the December 2013 purchase of the 70% interest in three Xinjiang gold claims. The rights go back to Yinfu, no penalties were charged, and the six million shares issued will be returned for cancellation. This ends the company's first China acquisition.
23 Sept 2014material agreement termination▼ BadMajor
On September 17, 2014 the company terminated both Everenergy purchase agreements because the sellers and Everenergy had not carried out the promised audit by a PCAOB-qualified auditor despite numerous requests. It says it will cancel the 19 million shares issued and recover the US$1 million from Mr. Qinjian, reversing the 53% control stake built up in December 2013 and February 2014. Note that this filing says the $1 million was paid for the Hu Qinjian deal, whereas the earlier filings tied the $1 million cash to the Tang Wenbo 24% purchase, and the filing does not explain the difference.
19 Feb 2014material agreement● NeutralMajor
Effective February 17, 2014 the company agreed to buy a further 29% of Everenergy from Mr. Hu Qinjian for 11 million restricted shares at a deemed $0.45 each, taking its total to 53%, which the filing says gives control. This builds on the 24% stake bought in December 2013, and the filing also corrects the December 2013 report: the factory covers 16.5 acres, not 100.
30 Jan 2014auditor change● Neutral
This amendment repeats the January 22, 2014 notice that auditor I. Vellmer Inc. resigned effective January 21, 2014 and Weld Asia Associates was engaged. It adds that Vellmer's reports from 2008 to 2014 carried a going-concern doubt paragraph, that no disagreements were reported, and attaches Vellmer's January 28, 2014 letter to the SEC as an exhibit.
22 Jan 2014auditor change● Neutral
Effective January 21, 2014 the board accepted the resignation of its auditor I. Vellmer Inc. (engaged since September 22, 2008) and engaged Weld Asia Associates as the new auditor. The filing reports no disagreements or reportable events during that period.
23 Dec 2013material agreement● NeutralMajor
Effective December 20, 2013 the company agreed to acquire a 24% interest in Everenergy New Material Co., Ltd., a lithium battery and battery materials maker in Yi Chun, Jiangxi Province, China, for 8 million restricted shares (deemed price $0.375) plus $1.0M cash. This is a second China acquisition within about two weeks, and a move into batteries beyond the gold claims bought on December 11.
11 Dec 2013material agreement● NeutralMajor
Effective December 11, 2013 the company agreed to acquire a 70% interest in three gold exploration claims in China's Xinjiang Province from Yinfu Gold Corporation, in exchange for six million restricted shares. The claims cover 7.91, 15.80 and 10.28 square kilometers; their validity runs to 2014 or 2015 and extends 12 months with a renewal fee of $10,000 per claim. The CEO describes it as the first of many planned acquisitions.
6 Dec 2013capital raising announcement● NeutralMajor
Effective December 4, 2013 the company completed a private placement of 5,000,000 restricted shares at $0.20 each, for $1,000,000, sold under Regulation S. The press release says the money is for acquisitions and general purposes and that more similar rounds are being considered. The address is now in Hong Kong and Kelvin Chak signs as CEO, a change from the earlier Vancouver-based filings.
5 Jan 2011capital raising announcement● NeutralMajor
On December 31, 2010 the company issued 1,620,589 shares at $0.10 to current directors Robert Dinning and David Yu and former directors Peter Bojtos and Martial Levasseur, settling $162,058.42 of debt owed to them. The company expects about $20,000 of total liabilities afterwards, and the shares are about 33% of the stock outstanding before the issue, so existing holders were diluted.
16 Sept 2008auditor change▼ Bad
On September 10, 2008 the auditor Williams & Webster resigned. The filing says it had audited fiscal 2006 and 2007, its reports carried a going-concern warning (no revenues, limited cash, significant operating losses), and there were no disagreements with the company.
26 Feb 2007material agreement termination▼ BadMajor
On February 14, 2007 the company agreed to end the Beowawe exploration agreement with Atna, saying the work program never started because it could not secure financing. It will pay Atna $113,520 and issue 2.2 million shares as full settlement, on top of the 100,000 shares and $60,000 already given to Atna and a 1,000,000-share finders' fee. This ends the 2005 Beowawe deal. Separately, a Feb 26, 2007 press release announced a letter of intent to acquire Great American Minerals (private, Salt Lake City, 900+ mining claims mainly in Nevada) for a number of shares yet to be determined, with a definitive agreement targeted by April 20, 2007 and closing by June 20, 2007. It also said the company is awaiting a consultant's report on its NUP property in Sumatra, Indonesia.
17 July 2006material agreement termination● Neutral
On July 14, 2006 the company and Dutchess Private Equity Fund II agreed to end their investment agreement, which let the company sell Dutchess up to 100,000,000 shares (up to $10,000,000). Only 2,364,387 shares were sold for $229,344 since the resale registration became effective on October 31, 2005, and no termination penalty was incurred. The filing says it was ended to remove an impediment that investment bankers perceived to raising capital to fund the business plan.
26 Jan 2006capital raising announcement● Neutral
On January 20, 2006 the company sold 5,600,000 unregistered shares to one accredited investor at $0.10 per share (about $560,000 at that price, calculated from the filing's figures). The filing says this is roughly 9% of the shares previously outstanding, so existing holders were diluted by that amount.
17 Oct 2005listing compliance notice▼ Bad
Banny Cosmic International Holdings, Inc withdrew a registration statement, abandoning the offering it covered.
27 Sept 2005material agreement● NeutralMajor
The company (filing as Apolo Gold & Energy Inc., formerly Apolo Gold Inc.) signed an agreement with Atna Resources Ltd on September 21, 2005 to explore the 2,100-acre Beowawe Project in northern Nevada. It must spend $1,700,000 on exploration over 4 years (rising to $2,200,000 if certain conditions are voluntarily met), with a first-year commitment of $250,000 after which it may terminate on written notice. Completing the minimum spending earns a 55% interest, rising to 70% with a feasibility study, and Atna would receive 100,000 restricted shares if the joint venture option is exercised.