Each one in plain English, with the numbers worked through for a shareholder.
10 Nov 2004capital raising announcement● NeutralMajor
The company reported several unregistered share issuances: $50,000 for 200,000 shares (September 2004), and a November 5, 2004 private placement of 2,110,000 units for $1,055,000, each unit being a share plus a warrant at $0.75. It also issued a 500,000-share warrant at $0.85 to Blake Advisors for advisory services, and 1,536,859 shares to Asia Finance Company LLC under an agreement to find iron ore buyers. These issuances add to the share count, diluting existing holders.
On October 25, 2004 the board dismissed its auditor Gelfond Hochstadt Pangburn and hired Hein & Associates LLP. The filing says the prior auditor's reports carried a going-concern paragraph but there were no disagreements on accounting or auditing matters.
This amendment supplies the financial statements promised in the April 2003 report: audited accounts of El Capitan Precious Metals (Delaware) from July 26, 2002 (inception) to September 30, 2002. They show a net loss of $21,577, cash of $101,105, liabilities of $140,173 (including $120,000 of related-party notes), and an auditor's going-concern warning. The notes describe the mine as inactive, with no proven reserves, and the 40% interest as acquired from Gold and Minerals Company, Inc. for 775 shares and $100,000 cash. Pro forma figures are not presented because they would be virtually identical.
On March 18, 2003 the shell company DML Services, Inc. acquired El Capitan Precious Metals, Inc. (a Delaware company) for 13,000,000 new shares, giving the El Capitan holders 85% of the company, and took the El Capitan name. The day before, it sold its catering and foodservice business to two of its officers (Michael and Deborah Flores) for the return of 10,040,000 shares plus $50,000 cash. The company now owns a 40% interest in the El Capitan mine near Capitan, New Mexico; this explains the earlier late-filing notice and registered offerings now sitting under a new business. Financial statements and pro forma figures were promised in a later amendment.
