8 June 2021listing compliance notice▼ BadMajor
CODE GREEN APPAREL CORP 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.
2 Feb 2018capital raising announcement▼ BadMajor
The company signed the employment agreement with Steve Short that was a condition of the Designer Apparel deal: he becomes Vice President of Sales and Marketing at $8,000 per month for an initial 12 months. It also sold Carebourn Capital a $92,000 12% convertible note due January 29, 2019, with $250 daily payments from March 1, 2018. The note converts after 90 days at 58% of the lowest quoted price over 25 trading days, with extra discounts on certain failures, and the filing warns of significant dilution if it is not repaid in cash. This resolves the employment-agreement point left open in the January 18 filing, and it continues the stream of discounted convertible notes, including an earlier Carebourn note.
23 Jan 2018asset acquisition disposition● NeutralMajor
On January 18, 2018 the company completed a share exchange to acquire Designer Apparel Group, LLC from its sole member, Steve Short, which became a wholly-owned subsidiary. The company owes Mr. Short $50,000 in cash ($25,000 within 30 days, $25,000 within 180 days) and up to 10 million restricted shares (5M at closing, 2.5M each after the first and second anniversaries if he is still employed). If the company goes bankrupt within 10 years, Mr. Short can buy back Designer Apparel for $10. This adds a second apparel business to the 10Star accounts bought in 2016 and will dilute shareholders through new shares.
16 June 2017capital raising announcement▼ BadMajor
The company raised more money through three more convertible notes: $32,500 from Power Up Lending Group (9%, due Feb 28, 2018), $100,000 from JSJ Investments (10%, payable on demand after Feb 25, 2018) and $150,000 from Auctus Fund (10%, due March 5, 2018, with $100,000 paid at closing and $50,000 due within 45 days). Each converts into shares at a discount to recent low trading prices (65%, 55% and 58% of the stated price measures), and the filing warns shareholders may be diluted if the notes are not repaid in cash. This continues the April 2017 pattern of discounted convertible borrowing.
18 May 2017auditor change● Neutral
The company said its auditor Patrick D. Heyn, CPA, P.A. merged into Soles, Heyn & Company, LLP effective January 1, 2017, so Heyn resigned and the new firm was engaged the same day. The filing reports no disagreements and says Heyn completed no audit reports for 2015 or 2016. It is a routine change caused by the auditor's merger.
26 Apr 2017capital raising announcement▼ BadMajor
In April 2017 the company borrowed through two convertible notes: a $32,500 debenture from Sojourn Investments, LP (10%, due January 12, 2018) and a $135,575 note from Carebourn Capital, L.P. (12%, due April 17, 2018, with daily payments of $565). Both can be converted into shares at a discount to market (58% and 50% of a recent low-price average), and the filing itself warns shareholders may be diluted if they are not repaid in cash.
10 Aug 2016listing compliance notice▼ Bad
CODE GREEN APPAREL CORP withdrew a registration statement, abandoning the offering it covered.
13 July 2016asset acquisition disposition● NeutralMajor
By 2016 the company is again named Code Green Apparel Corp. and is based in Laguna Beach, CA. On June 23, 2016 it bought substantially all the assets of apparel maker 10Star LLC, including the "On the Border" and "7-Eleven" accounts, for $50,000 cash, 5 million restricted shares and a $200,000 unsecured note due June 23, 2018 at 10% interest. It also issued 7 million restricted shares to two new executive vice presidents, Aaron Luna and J.B. Hill, and must pay 50% of gross profits on the purchased accounts to 10Star until the note is paid. The filing as shown does not mention the earlier Russian gold business.
9 Apr 2013listing compliance notice▼ BadMajor
CODE GREEN APPAREL CORP deregistered its securities, ending its obligation to file reports with the SEC.
14 July 2011material agreement● NeutralMajor
On July 8, 2011 Gold Standard Mining signed an agreement with 000 GPK Umlekan, Ltd. and its subsidiary to explore for gold, copper and other minerals on 184 square kilometers in the Amur region of Russia, where Umlekan holds a license to December 12, 2033. The company would pay for exploration to produce a feasibility study, after which it picks a 10%, 50% or 75% net profits interest, and it can have the license transferred to it for $500,000. The filing states the company has no funds or commitment for funds for the feasibility study or mining.
19 Apr 2011auditor change● Neutral
A third amendment to the auditor-change notice, now naming the departing auditor as Gruber & Company, LLC and saying it declined to stand for re-election on February 25, 2011. George Stewart, CPA was engaged the same day, and a letter from Gruber is filed as an exhibit. It resolves the paperwork on the auditor change with no disagreements reported.
7 Apr 2011financial restatement▼ BadMajor
The board concluded on April 5, 2011 that the quarter ended September 30, 2010 financial statements should not be relied on, because a translation error from Russian made gold put into inventory look like sales. Revenue and net income were overstated and inventory understated, and the 2010 full-year revenue and net income announced on January 25-27, 2011 are also inaccurate. This adds to the earlier restatement problems, and the filing says management had not discussed the issue with the auditor and is reviewing its internal controls.
18 Mar 2011auditor change● Neutral
A second amendment to the auditor-change notice, tidying the wording: the no-disagreement period now runs through February 25, 2011. The engagement of George Stewart, CPA is unchanged, and no new business information is given.
9 Mar 2011auditor change● Neutral
An amendment to the March 3 auditor-change notice: it now says George Stewart, CPA was engaged on February 25, 2011 (not February 24) and adds a letter from the former auditor, Gruber & Co., as an exhibit. The rest of the content is the same.
3 Mar 2011auditor change● Neutral
The company (then named Gold Standard Mining Corp.) said its auditor told it on February 25, 2011 that it would not stand for re-election, and that it engaged George Stewart, CPA of Seattle on February 24, 2011. The filing says the old auditor's reports carried only a standard going-concern qualification and there were no disagreements.
25 Oct 2010material agreement● Neutral
Another amendment of the same 2009 acquisition filing, largely repeating the October 5 version: 100,699,998 shares issued for Gold Standard of Wyoming and authorized shares raised to 500,000,000. Changes visible in the text are corrections: reserves are now stated in metric tons, the ounce conversion of alluvial reserves is changed to 112,382, and total gold reserves are corrected to 6.2 million ounces (the previous amendment said 2.6 million).
5 Oct 2010material agreement● NeutralMajor
A further amended filing restates the 2009 deal: the company says it issued 100,699,998 shares for Gold Standard Mining of Wyoming (compared with 20 million and then 30 million earlier), and raised authorized shares from 100,000,000 to 500,000,000 in May 2009. It says the audit of Rosszoloto is now complete and that the investment had been carried as an unconsolidated subsidiary at the par value of the shares exchanged. It also restates Rosszoloto's average results as about $33 million revenue and $22 million net income for 2008 and 2009, replacing the earlier $22 million and $8 million figures. The text shown also gives total gold reserves as 2.6 million ounces, versus 6.24 billion in the December 2009 filing.
15 Apr 2010financial restatement▼ BadMajor
The company said its quarterly reports for June 30 and September 30, 2009 should no longer be relied on. They had consolidated the Russian subsidiary's results, but the acquisition has not yet been registered by the Russian authorities and is still pending. This contradicts the earlier filings that presented Ros Zoloto as an acquired, operating part of the company; the company says it plans to file amended quarterly reports.
7 Dec 2009material agreement● NeutralMajor
This amended filing, now under the name Gold Standard Mining Corp., changes the deal terms: on June 18, 2009 the purchase was amended to the originally agreed 30 million shares (up from 20 million), which could not be issued earlier because there were not enough authorized shares. It also describes the business in more detail, including alluvial reserves of 3186 kilograms, hard rock deposits at Snezhinka and Elnichnoe, and stated average revenues of about $22 million and profits of about $8 million over the previous two years. These figures are the company's own statements, and the later filings in this batch revise them.
8 May 2009material agreement● NeutralMajor
Fluid Solutions, Inc., a company planning to develop natural mineral water sources for bottled water and juices, agreed on May 6, 2009 to buy all of Gold Standard Mining Corp. (Wyoming) for 20 million new shares, while Pantelis Zachos returned 19,800,000 shares to the company. Gold Standard owns Ros Zoloto, which the filing says runs a producing gold mine near Blagoveshchensk, Russia (about 4-5 kilos of gold a day; 200 miners), so the company moves into mining. Three new directors were appointed, with Araik Khachatrian also named Chief Operating Officer. The filing says it intends to spend $40 million to $100 million over 12 months on hard rock processing plants, with no funding source stated in the visible text.