History
A shell company that moved into Russian gold, went quiet after 2011, then resurfaced as an apparel business funded by heavily discounted convertible notes.
2009-2011: Into Russian gold
The company began as Fluid Solutions, Inc., which planned to develop natural mineral water sources for bottled water and juices. On May 6, 2009 it agreed to buy Gold Standard Mining Corp. (Wyoming), which owned Ros Zoloto, described in the filing as a producing gold mine near Blagoveshchensk, Russia. Pantelis Zachos returned 19,800,000 shares, and the company said it intended to spend $40 million to $100 million over 12 months on processing plants, with no funding source stated.
The record that followed was inconsistent. The purchase price was first 20 million shares, then 30 million, and an October 2010 filing said 100,699,998 shares had been issued. Authorized shares were raised from 100 million to 500 million in May 2009. Reported revenue and profit figures were revised, and reserves went from 6.24 billion to 2.6 million ounces. In April 2010 the company said its 2009 quarterly reports could not be relied on, because the Russian authorities had not yet registered the acquisition. In April 2011 it said September 2010 results were also wrong because of a translation error, and it began reviewing its internal controls.
In July 2011 the company agreed to explore 184 square kilometers in Russia's Amur region with 000 GPK Umlekan, Ltd. It would fund exploration and a feasibility study, then choose a 10%, 50% or 75% net profits interest. The filing said it had no funds for this.
2012-2015: Silence
The record is quiet. In April 2013 the company deregistered its securities, ending its duty to file reports with the SEC. The filings do not say what became of the Russian assets or the Umlekan project. Shares on issue rose from 151,297,524 at the end of 2011 to 346,439,646 at the end of 2015, but the beats do not explain the increase.
2016-2017: A new life in apparel
By 2016 the company was again called Code Green Apparel Corp., based in Laguna Beach, California. On June 23, 2016 it bought substantially all the assets of apparel maker 10Star LLC, including the "On the Border" and "7-Eleven" accounts. It paid $50,000 cash, 5 million restricted shares and a $200,000 unsecured note due June 2018, plus 50% of gross profits on those accounts until the note was repaid. It also issued 7 million restricted shares to two new executive vice presidents, Aaron Luna and J.B. Hill.
From April 2017 it funded itself with convertible notes, which lenders can swap for shares at a discount to market prices. Sojourn Investments lent $32,500 and Carebourn Capital $135,575. In May and June came $32,500 from Power Up Lending, $100,000 from JSJ Investments and $150,000 from Auctus Fund. The filings warned that shareholders could be diluted if the notes were not repaid in cash. Shares on issue rose from 404,985,101 at the end of 2016 to 1,042,205,655 at the end of 2017.
2018: Designer Apparel
On January 18, 2018 the company acquired Designer Apparel Group, LLC from its sole member, Steve Short, through a share exchange. Short was owed $50,000 in cash and up to 10 million restricted shares. On February 2, 2018 the company signed his employment agreement as Vice President of Sales and Marketing at $8,000 a month, and sold Carebourn a further $92,000 convertible note due January 2019. The filing again warned of significant dilution if it was not repaid in cash.
As of that date, the company owned two apparel businesses, the 2016 10Star accounts and Designer Apparel, and had several convertible notes outstanding. Shares on issue were 1,266,215,455 at the end of 2018. The company deregistered its securities again in June 2021.
Written from the 13 story beats below (2009 to 8 June 2021), which come from the company's own announcements and filings.