Each one in plain English, with the numbers worked through for a shareholder.
14 July 2011financial restatement▼ BadMajor
The US audit oversight board revoked the registration of Chisholm, Bierwolf, Nilson & Morrill (the auditor that resigned in August 2010) on April 8, 2011, so its audit report on the year ended March 31, 2010 can no longer be relied on or included in filings. Commerce says it believes the financial figures are accurate and no restatement is needed, and that it learned of the revocation from its new auditor, Mark Bailey & Company, which says it cannot rely on the old report either. Commerce says it is highly unlikely to file its annual report for the year ended March 31, 2011 by the July 14, 2011 due date, which follows the late-filing notice of June 29, 2011. Separately, on July 12, 2011 Commerce filed an application to annul the international arbitration tribunal's (ICSID) decision dismissing its claims against the Government of El Salvador, arguing the tribunal manifestly exceeded its powers and failed to state reasons for its award. The filing does not give the amount of the claims or say when the annulment will be decided.
On August 12, 2010 auditor Chisholm, Bierwolf, Nilson & Morrill resigned and Commerce appointed Mark Bailey and Company the same day. The resigning auditor's reports on the years ended March 31, 2009 and 2010 included a going-concern warning; the filing reports no disagreements. It gives no reason for the resignation.
On March 29, 2010, Commerce handed its precious stones and jewelry (book value $132,447.77) to director Sylvia Machulak's rollover IRA, cutting the secured on-demand notes owed to it by that amount. The IRA was owed $1,354,507.88 in principal and interest through February 28, 2010, and the agreement states Commerce lacks cash to pay it. This is a related-party debt payment in kind, leaving a large balance outstanding (inference: about $1.2 million, by subtraction).
5 Aug 2008material agreement termination▼ BadMajor
On July 30, 2008 Manti Holdings told Commerce it will not continue efforts toward a deal on the San Sebastian Gold Mine, ending the March 2008 arrangement. Commerce says it continues to look for a development partner or purchaser.
On July 18, 2008 Commerce signed a non-binding letter of intent to acquire Voter Communications, Inc. in a reorganization, paying 270 million new Commerce shares, with no more than 32 million fully diluted shares outstanding after closing. Closing would require Commerce to have essentially no assets or liabilities left, including the San Sebastian Mine, the current board and officers to resign, and shareholders to approve raising authorized shares to 500 million. Closing is targeted by November 30, 2008, and neither side is bound until a definitive agreement is signed.
Update on the Manti option: Manti has met environmental groups and El Salvador government representatives, visited the properties, and sent over 400 trench samples for assay with results not yet in. Manti has not decided whether to proceed, and the agreement may be amended.
Formal Item 1.01 filing for the March 7, 2008 Manti Holdings agreement already announced in the press release. The terms are only in an exhibit that is not reproduced here, so this filing adds no new figures.
10 Mar 2008capital raising announcement▲ GoodMajor
On March 7, 2008, Commerce gave Manti Holdings LLC of Corpus Christi, Texas a 30-day exclusive option to review the San Sebastian property. If shareholders approve, Manti could buy 1,300,000 shares at $1.00 per share in a private placement, with proceeds funding drilling and working capital for six months. After that Manti could acquire Commerce's mining venture interest for cash plus a share of net smelter return, if it keeps up minimum spending over two years.
Commerce's shares were reinstated on the OTC Bulletin Board effective September 30, 2005 (symbol CGCO.OB), alongside the Pink Sheets listing. This reverses the January 2005 removal. The filing cites about 3,600 shareholders and 23,823,734 shares outstanding as of March 31, 2005, and repeats the company's aim to expand reserves, joint venture, or pursue a merger.
Moore & Associates, hired in January 2005, resigned after saying it did no reviews or audits and could not do the audit on time; Commerce engaged Chisholm, Bierwolf & Nilson of Bountiful, Utah on May 2, 2005. The filing states the fiscal 2004 financials do not comply with SEC and PCAOB audit requirements. This continues the January 2005 auditor problem, and the shares remain on the Pink Sheets.
Commerce's auditor Bruce Michael Redlin resigned because he was not registered with the PCAOB as required, so the audit report on the March 31, 2004 financial statements is treated as incomplete. The company hired Moore & Associates Chartered on January 18, 2005 to correct this. Separately, NASD removed the company's shares from the OTC Bulletin Board effective January 21, 2005 for late filing of its 10-K and a 10-Q; shares keep trading on the Pink Sheets as CGCO.PK.
On August 29, 2003, El Salvador formally handed Commerce the renewed San Sebastian Gold Mine exploitation license, which the filing describes as twenty years (the March 2003 filing had said 30 years; the filing does not explain the difference). The company says it is still raising money to expand its San Cristobal mill and plant and to build an open-pit heap-leach operation, and that it is pursuing joint ventures and acquisitions or mergers. The Nueva Esparta application is still pending.
El Salvador's Ministry of Economy gave Commerce two licenses on March 3, 2003: a renewed 30-year license to extract precious metals from the San Sebastian Gold Mine, and an exploration license (the 'New SSGM') covering 42 square kilometres around it. The company says the mine has produced over one million ounces of gold and that it believes about four million more remain (company belief, not a verified reserve figure). A separate application for another 45-square-kilometre exploration area (Nueva Esparta) is still pending.
