Each one in plain English, with the numbers worked through for a shareholder.
21 Dec 2018financial restatement● Neutral
This amendment only adds a letter from MaloneBailey, dated December 20, 2018, agreeing with the company's statement that the June 30, 2018 quarterly report should not be relied on; the auditor takes no position on the other statements. It adds no new facts beyond the December 12 restatement notice.
On December 6, 2018, after the auditor MaloneBailey advised it to re-evaluate, the company (now CannAwake Corporation, based in Nipton, CA) said its June 30, 2018 quarterly financials should not be relied on. The error was a 'deemed dividend' charged on the Series A preferred stock held by its controlling stockholder; it will be removed in a restated quarterly report. The filing gives no dollar amount for the error.
The Nipton deal closed (filing cites April 5, 2018): the company issued 160,000 Series A preferred shares, convertible into 160,000,000 common shares, to American Green for all of Nipton, Inc., which owns the real estate in the township of Nipton, California. American Green now holds about 82% of the common stock and will manage the project under a 10-year contract; Santiago Peralta resigned as director and Interim CEO. The company says it is shifting from oil and gas to cannabis-oriented real estate development, says it sold its Argentine oil and gas business (SAHF) while keeping rights to part of some sale proceeds (the filing gives the year as '1917', evidently a typo), and plans to sell its remaining U.S. oil and gas investments. This completes the March agreement, ends the Argentina focus in the earlier history, and dilutes existing holders.
On March 19, 2018 the company (then named Delta International Oil & Gas) signed an agreement, dated March 14, 2018, to buy all of Nipton, Inc. from American Green, Inc. in exchange for Series A preferred stock convertible into 160,000,000 common shares. If it closes as expected in the next several weeks, American Green would own about 82% of the common stock, so existing shareholders would be heavily diluted and control would change.
On February 20, 2013 the board accepted the resignation of Madsen & Associates and engaged MaloneBailey, LLP to audit fiscal 2012. Madsen's report on 2010 carried a going-concern warning, and no disagreements are reported. The company's address is now 15100 North 78th Place, Scottsdale, and Malcolm Sherman signs as Chief Executive Officer. This is the fifth auditor named since late 2009.
On December 15, 2011 the company issued seven-year warrants (expiring December 14, 2018) at $0.20 a share as pay for services: 6,367,687 to the CEO, 632,962 to the Executive Vice President, 100,000 to a field supervisor and 200,000 to a manager at the SAHF subsidiary, and 200,000 to an attorney. In total this is 7,500,649 shares of potential dilution if exercised.
Amendment No. 5 attaches a letter from RBSM LLP as Exhibit 16, so the SEC letter that was earlier missing or refused is now provided. The filing text itself repeats that there were no disagreements or reportable events. The filing does not state what the letter says about the company's statements.
Amendment No. 4 to the May 2011 auditor-change filing changes the explanation from earlier Amendment No. 3: RBSM LLP has now 'refused' to issue the requested letter, rather than simply not having issued it. Nothing else changes.
The board concluded on August 30, 2011 that the 2009 financial statements should no longer be relied on. 2009 interest expense was understated by $97,741, cutting 2009 net earnings from $834,591 to $736,850 and equity from $543,179 to $445,438. The company also says it re-entered the development stage on January 1, 2009 and moved a $35,000 note conversion to financing cash flow. The 2007 and 2008 statements are stated as unaffected. This is a second restatement in the company's history.
On August 10, 2011 the Salta government declared the company's bid for the Valle de Lerma block in Argentina the winner. The bid was made through South American Hedge Fund with partner Grasta SA, and SAHF holds 51% of the license interest and is operator. It follows the April 29, 2011 approval of the proposal. The approved first term is 406 work units over 3 years. Two capped wells drilled in the early 1990s exist; one tested at 20 barrels a day. The company plans an environmental study then reentry and workover once government clearance is given (expected August 15, 2011). This resolves the tender flagged in May.
Amendment No. 2 restates the May 2011 auditor change (RBSM LLP out, Madsen & Associates in) with no new facts and no mention of the RBSM letter. Same-day Amendment No. 3 explains the missing letter.
Amendment No. 3 states that RBSM LLP has not issued the letter the company requested for the SEC, which is why the exhibit was removed. The auditor change itself is unchanged.
This amendment adds detail to the May 2011 auditor change: RBSM LLP had no disagreements with the company and produced no audited statements during its engagement. The company says it asked RBSM for the SEC letter confirming this.
The company ended RBSM LLP's engagement on May 6, 2011 and appointed Madsen & Associates to audit 2010. It also reported Argentine government approvals through its subsidiary Southamerican Hedge Fund (the Altony-acquired unit): 18% interests in the Tartagal Oriental and Morillo oil and gas blocks (Salta province) and approval of a proposal for the Valle de Lerma block, with a mandatory tender to follow. A partner, New Times Group Energy, took 60% of rights in the two blocks in May 2009. This gives the Altony hedge fund subsidiary its first oil and gas concession interests.
This amendment corrects the dates of the February 2011 auditor switch: the board approved RBSM LLP on February 22, 2011 and the engagement is dated that day (not February 23). The other content is unchanged, including the going-concern warning in JSW's 2009 report and no disagreements.
Auditor Jewett, Schwartz, Wolfe resigned on February 16, 2011 because its audit practice was acquired by RBSM LLP, which the company engaged on February 23, 2011. The filing says JSW's 2009 report carried a going-concern warning (substantial doubt about the company's ability to continue). It reports no disagreements or reportable events. This is the third auditor in about 14 months.
This amendment repeats the April 2010 table of unregistered share sales with one correction: the December 4, 2009 note conversion is now $35,000 of principal at $0.58 a share (the original said $36,000 at $0.60). The 60,000 share count and all other entries are unchanged.
On April 20, 2010 the company gave notice ending its November 1, 2009 agreement with ValuCorp, which had supplied Michael Gilburd as Interim CFO. Termination takes effect April 30, 2010. The filing does not say who replaces him or why the agreement was ended.
The company listed 18 unregistered share sales from April 27, 2009 to April 1, 2010, mostly to private investors plus two to consultants. Prices ranged from $0.08 to $0.60 a share; the largest single sale was 1,000,000 shares at $0.20 on April 1, 2010. One sale was a conversion of a $36,000 note into 60,000 shares. This continues the pattern of regular share issuance and dilution.
This amendment clarifies that Wiener, Goodman told the company on December 8, 2009 that it would not stand for re-election, rather than being unable to continue. It states no disagreements and no reportable events in 2007, 2008 or through December 8, 2009. Jewett, Schwartz, Wolfe remains the new auditor.
On December 30, 2009 Delta Mutual hired Jewett, Schwartz, Wolfe & Associates as auditor for fiscal 2009 after Wiener, Goodman & Company (auditor since November 2000) told it in December 2009 that it could not continue. No adverse opinions or disagreements are reported. The company's address is now Scottsdale, Arizona.
This amendment explains the restatement more fully: the Altony deal was wrongly treated as a reverse acquisition effective as of January 1, 2007, when consolidation should only have begun on March 4, 2008. The prior statements should not be relied on, the changes will most likely be material, and amended filings will follow. The annual report filed April 15, 2008 is stated as unaffected.
On November 3, 2008 the board authorized restating financial statements tied to the Altony acquisition: the 2007 audited statements in the August 2008 8-K amendment and the Q1 and Q2 2008 quarterly reports. The cause is a change in accounting treatment of the December 31, 2007 balance sheet. The 2007 and 2006 statements in the annual report filed April 15, 2008 are not affected. Earlier reports on the Altony deal should not be relied on.
11 Mar 2008asset acquisition disposition▼ BadMajor
On March 4, 2008 Delta Mutual bought all of Altony SA (Uruguay), which owns South American Hedge Fund LLC, from Egani, Inc. in exchange for 130,000,000 new shares (valued at $2,600,000), and issued another 10,000,000 shares ($200,000) to a consultant. Egani's owners, Daniel Peralta and Monica Gallo, each hold about 26.7% and intend to designate a majority of directors, so control of the company changes. The hedge fund is described as seeking investments in South America, while management says it will keep pursuing Middle East environmental remediation. This is a major shift away from the earlier Indonesian oil sludge and building-materials focus and sharply dilutes existing holders.
This corrects the prior day's report: the $266,000 note converted on October 30, 2007 into 5,320,000 shares, not 5.32 billion. The $16,000 note (the May 2006 one due November 2007) also converted on November 3 into 290,667 shares. Both notes are thus converted into shares, which retires that debt and adds shares.
The filing says the $266,000 note was converted on October 30, 2007 into 5,320,000,000 shares (a typo, as the next day's amendment shows), and that a $16,000 note converted on November 3 into 290,667 shares. It was corrected the next day.
1 Oct 2007capital raising announcement● NeutralMajor
On September 25, 2007 the $550,000 note issued in May 2007 was converted into 11,000,000 shares, matching the stated $0.05 conversion price. This removes that senior debt but adds 11 million shares for existing holders to absorb.
On May 1, 2007 Delta Mutual issued a $550,000 10% convertible note due June 2008, convertible at $0.05 into 11,000,000 shares. It ranks senior to the company's other convertible notes and the company may force conversion under certain conditions; the filing lists $50,000 in discounts. Two small 6% convertible notes ($17,000 and $26,600, due April 9, 2008) were also issued on April 9. This is a larger and more senior layer of debt than before.
On April 30, 2007 Delta Mutual amended the $266,000 convertible note from April 5: the maturity moves from September 6, 2007 to April 5, 2008, with piggyback registration rights and more antidilution protection. This gives the company more time to repay but gives the lender stronger protection.
On April 5, 2007 Delta Mutual issued a $266,000 6% convertible note due September 6, 2007 to a lender, convertible at $0.05 into 5,320,000 shares. It also issued 111,040 shares ($13,880) as payment of accrued interest on a $100,000 convertible note. This is new debt, and conversion would add many shares.