Each one in plain English, with the numbers worked through for a shareholder.
12 Mar 2015bankruptcy or receivership▼ BadMajor
On March 9, 2015 the bankruptcy court approved the trustee's report of no distribution, discharged the trustee and closed the Chapter 7 case for subsidiary Dutch Mining, LLC. This ends the Dutch Mining liquidation begun in 2014; the order itself shows no distribution was made, and it does not describe any effect on the parent's shares.
On July 17, 2014 the company announced a deal giving Abba Medix Corporation a license to sell and distribute the company's products in Canada and other countries. The filing does not say what the products are or what the company will receive; it follows the patent purchase a week earlier, suggesting a shift away from mining (inference).
On July 10, 2014 the company, through a subsidiary called Ascendant Analytics, Inc., agreed with Tetra Micro Labs, Inc. to buy Provisional Patent 61/977,524 for cash and stock. The amounts are not stated in the filing. This is a technology purchase unrelated to mining, and the filing itself doesn't explain any change of business (it is also dated July 7 in its signature, which looks like an error).
The company reports that on June 11, 2014 a voluntary Chapter 7 bankruptcy petition was filed for its subsidiary Dutch Mining, LLC in the Northern District of Georgia. This follows through on the April 2014 liquidation decision; the filing does not say the parent company itself is in bankruptcy.
On April 16, 2014 the board acted to liquidate its wholly owned subsidiary Dutch Mining, LLC, the unit acquired in the January 2007 share exchange. The filing says this does not affect the parent company, only the subsidiary.
On July 11, 2012 the company signed a joint venture agreement with RadarNica, SA to develop the Villa Nueva 1 mines in Nicaragua through a new Georgia LLC. The company will put in $100,000 initially (net proceeds are shared equally until it has contributed $250,000), and will give RadarNica options on 20,000,000 company shares. This is a new venture separate from the Minnie Moore lease, and it adds potential dilution; the filing gives no word on the Minnie Moore lease.
Amendment No. 5 to the March 2011 auditor change, filed to attach Gruber's Exhibit 16.1 letter. The text is essentially identical to the previous amendment, with no new facts; the repeated amendments show the SEC-comment cycle on this filing, but the filing itself does not say why they were needed (inference).
Another amendment (labelled Amendment No. 4 on its face, though its note calls it No. 3) to the March 2011 auditor change. It revises the no-disagreement wording to cover the two most recent fiscal years through March 18, 2011, and attaches Gruber's letter as Exhibit 16.1. The substance, dismissal of Gruber and engagement of Hancock Askew, is unchanged.
Amended report on the Aultra Gold deal, effective December 31, 2009 (signed January 6, 2010): the company issued 9,614,667 shares for Aultra Gold's gold and mineral business assets and 1,000,000 shares for control of Aultra Gold. Rauno Perttu joined as director and Chief Operating Officer as three directors resigned. It repeats earlier history and still promises audited and pro forma financials within 71 days, so that open item remains unresolved here.
Amendment No. 2 to the March 2011 auditor-change report, filed to attach Gruber & Company's letter to the SEC as Exhibit 16.1. It repeats that Gruber was dismissed and Hancock Askew & Co engaged on March 18, 2011, with no disagreements, and Gruber's 2008 and 2009 reports qualified only for going concern. This resolves the June 2011 amendment's note that Gruber's letter had not yet been received; no new facts about the change.
On September 26, 2011 the company signed a mining lease with the Bilbray Trust and Johnston Trust for the Minnie Moore Mine in Blaine County, Idaho: ten years plus two ten-year extensions, $10,000 a month in advance production payments, annual lease payments rising from $50,000 to $100,000 across later periods, a 4% net smelter royalty and a 14% profit share once ore is produced. Each trust also gets options on 5,250,000 shares at $1,000.00 per share (as printed), vesting after $10,000,000 of net revenue. The company can buy the property for $15,000,000, with production payments credited against the price. It also hired Carl Johnston as a consultant at $5,000 a month. This is the first mine the filing shows the company holding a right to work.
This amendment restates the March 2011 change from Gruber to Hancock Askew and extends the description of Gruber's reports to cover 2008 as well as 2009 (no adverse opinion, going-concern qualification only). It says Gruber's letter had not been received yet, which differs from the original filing that said it was attached. It also lists a different commission file number (333-72163).
On March 18, 2011 the company dismissed Gruber & Company, LLC and engaged Hancock Askew & Co, LLP to audit the December 31, 2010 statements. The filing reports no disagreements, and Gruber's report for 2009 had no adverse opinion but included a going-concern qualification. This is the third auditor in roughly three years, and Gruber's letter is attached as Exhibit 16.1.
On December 8, 2010 the company issued 1,000,000 Series A Convertible Preferred shares each to Rauno Perttu and Daniel Hollis for about $250,000 in total of past unpaid services. Each preferred share carries 350 votes and converts into 10 common shares, with no dividends or liquidation preference. Inference: with 2,000,000 preferred shares this gives the two executives 700 million votes, which would give them voting control; the filing does not state the common share count to confirm this. This is the first preferred stock issued by the company.
On June 23, 2010 the company issued 15,800,000 new shares to Embassy International, LLC to settle $50,000 of a $1,214,962 promissory note (originally issued by Dutch Mining in December 2006 and assumed by the company in the 2007 exchange). The shares are subject to adjustment and possible return based on 75% of the 20-day average price, and Embassy sold them the same day to Socius CG II, Ltd. For shareholders this means a large number of new shares for a small slice of debt, which dilutes existing holders; the note's remaining balance is not stated.
This second amendment repeats the February 2010 auditor change and attaches DeJoya Griffith's letter to the SEC as Exhibit 16.1; the letter's content is not included in the text provided. It resolves the earlier gap where that letter was missing.
This amendment repeats the February 2010 auditor change (DeJoya Griffith dismissed, Gruber engaged) and adds only that DeJoya Griffith had not yet replied to the company's request for a letter to the SEC. No new facts about the change itself.
On February 1, 2010 the company dismissed DeJoya Griffith & Company, LLC, which had been engaged in July 2008, and engaged Gruber & Company, LLC to audit the December 31, 2009 statements. The filing says DGC never completed an audit and reports no disagreements. This is the second auditor change in about 19 months.
12 Jan 2010asset acquisition disposition● NeutralMajor
Effective December 31, 2009 the company acquired substantially all the assets of Aultra Gold, Inc.'s gold and mineral business for 9,614,667 new shares, and separately bought a controlling interest in Aultra Gold for 1,000,000 new shares. Directors Debor, Dienhart and James L. Browne resigned, and Rauno Perttu (former Aultra Gold president) joined the board and became Chief Operating Officer. This adds a second acquisition on top of Dutch Mining and dilutes existing holders by about 10.6 million shares. Financial statements for the deal are promised within 71 days.
On July 10, 2008 the company dismissed its auditor Ronald R. Chadwick, P.C. and engaged DeJoya Griffith & Company, LLC. The filing reports no disagreements, and Chadwick's reports on June 30, 2006 and December 31, 2007 had no adverse opinion but did include a going-concern qualification.
25 Jan 2007asset acquisition disposition● NeutralMajor
On January 16, 2007 the company (now Dutch Gold Resources, Inc.) issued 24,000,000 new shares to the holders of Dutch Mining, LLC for all of that company's equity, making Dutch Mining a wholly-owned subsidiary and leaving 30,256,144 shares outstanding. Ewald Dienhart (Dutch Mining's managing director since 1994) became Chairman at a $60,000 annual salary and Dr. William Debor joined the board. This ends the period with no operating business, and existing holders now own a smaller share (the attached agreement text says the new shares are about 80% of the total). The filing text provided does not describe Dutch Mining's business or assets.
This late catch-up filing says the Chapter 11 case was dismissed on April 29, 2004 without objection from the company, after the U.S. Trustee moved to dismiss because no disclosure statement or reorganization plan was filed and monthly operating reports stopped after October 2003. It also reports that the WDGR-AM sale to USK Broadcasting was completed under a November 19, 2003 amendment for $270,000 cash plus notes of $30,000 (due January 19, 2004) and $100,000 (due November 19, 2004), and that WDGR-AM was the company's sole operating asset. Other items: auditor Bridges & Dunn-Rankin resigned November 6, 2003 (it had noted material weaknesses in internal controls and a going-concern uncertainty in its reports); Stark Winter Schenkein & Co. was engaged December 6, 2004; directors Fleming, McMullan and Froistad resigned June 4, 2004; and Frederick J. Alger was named CFO on December 27, 2004. No annual reports for fiscal 2003 or 2004 have been filed. The dismissal ends the bankruptcy without a plan, so shareholders' shares were not cancelled by it.
On May 18, 2003, the company and its subsidiary Small Town Radio of Georgia, Inc. filed for Chapter 11 bankruptcy protection in the Northern District of Georgia, and remain in control of their assets as debtors-in-possession. The company says it expects to operate normally and file a reorganization plan in due course. Director Eric Froistad resigned effective May 15, 2003. The filing does not say what happens to shareholders' stock.
12 Mar 2003asset acquisition disposition● NeutralMajor
The company signed an agreement to sell its WDGR-AM assets to USK Broadcasting, Inc. for $500,000, with closing five business days after FCC approval of the license transfer (usually 50 to 70 days). It estimates expenses of up to $60,000 and says net proceeds will go toward reducing debt, buying stations in ex-urban areas of Georgia and the Carolinas, and working capital. This reverses the station purchase made in June 2002. The company also moved its executive office to Atlanta (3500 Lenox Road) on February 1, 2003.
This amendment adds BKD's letter, which says BKD resigned effective August 19, 2002. The company says it never received that notice and so treats its own dismissal of BKD on September 3, 2002 as the effective date. The two accounts of who ended the relationship differ, and the filing does not explain why.
On September 3, 2002 the board dismissed BKD, LLP, the auditor it hired in July 2001, and engaged Bridges & Dunn-Rankin, LLP for 2002. The filing reports no disagreements and no adverse or qualified opinions from BKD. This is the second auditor change in about 14 months.
This amendment repeats the WDGR purchase terms and adds background: the seller stopped broadcasting in July 2001 after a fire and losses, and the company restarted the station in March 2002. The company says the purchase was an asset deal rather than a business, so it will not file the acquired financial statements or pro forma figures it had earlier promised to file by September 30, 2002.
2 July 2002asset acquisition disposition● NeutralMajor
The company (filing as Small Town Radio, Inc.) bought the assets of Dahlonega, Georgia radio station WDGR-AM 1210 from Greenwood Communications Corp. on June 26, 2002 for $153,000 in cash, plus $25,000 in cash and stock to the seller's broker. It had already been running the station since an October 2001 programming agreement. The cash came from a $216,000 secured note to investor Wayne Shortridge (12% interest, due June 30, 2004, secured by the WDGR assets), with a warrant for 58,247 shares at $2.82. The company also ended its August 2001 agreement to buy four stations from Merchants Broadcasting, citing a material adverse change in Merchants' operating results, so the earlier acquisition plan is not going ahead.
This amendment to the June 15 report repeats the merger closing details and was filed to add Small Town Radio's financial statements and pro forma financial information. The visible text shows no new developments; the financial figures themselves fall in the truncated part and are not reported here.