Each one in plain English, with the numbers worked through for a shareholder.
13 July 2001auditor change● Neutral
The board replaced its auditor Jackson & Rhodes P.C. with BKD, LLP on July 9, 2001. The filing says the board chose BKD because it had the resources to serve the company as its business grows. It also says the previous auditor's reports were clean and there were no disagreements.
15 June 2001asset acquisition disposition● NeutralMajor
The Small Town Radio merger closed on June 1, 2001. Former STR shareholders received 118,467,860 shares, about 75% of the company, and Gertner resigned from the board and as an officer. The $4 million financing condition was waived, so no convertible preferred stock was issued. The old lubricants business, held through Worldwide PetroMoly Corporation, was sold to Gertner on June 7, 2001. The company's existing business is described as having had negative net worth, and it is still looking for financing to fund the radio acquisition plan.
The company amended its March 26, 2001 merger agreement with Small Town Radio, setting a closing date of May 31, 2001; all other terms are unchanged. Closing still depends on conditions including at least $4,000,000 in cash and a fairness opinion, and the agreement ends if it has not closed by that date unless extended. The filing says there is no assurance the merger will close.
The company (filing here as Worldwide PetroMoly, Inc., the name used throughout these filings; the profile name is Dutch Gold Resources) told shareholders about a planned merger with Small Town Radio, Inc. of Georgia. It would issue 112,467,860 new common shares, plus up to 33,333,333 convertible preferred shares tied to STR's financing, so STR holders would own about 75% of the company. Gilbert Gertner would resign as chairman and CEO, Lance Rosmarin would step down as an officer but stay as a director, and Robert Vail would become chairman. No shareholder vote is required, and a reverse split is expected after closing.