24 Jan 2014substantial holder notice● Neutral
Mr. Piero Sutti-Keyser &# disclosed a new substantial FIRST COLOMBIA GOLD CORP. shareholding (0.01% of votes).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 Jan 2014capital raising announcement▼ BadMajor
On January 20, 2014 the company issued 2,000,000 Class B Preferred shares at $0.01 to settle about $20,000 of debt: 1,000,000 each to CEO Piero Sutti-Keyser and director Gordon Sredl ($10,000 each). Because Class B votes carry at least 60% of the vote needed on any common-holder matter, the filing shows the officers and directors listed holding 62.55% of total votes, and the two signed a voting agreement to elect directors they choose. The filing reports 579,014,243 common shares outstanding on January 20, 2014, up from 93,917,330 in February 2013 (the filing does not say why). It also says each Class A preferred equals 2 common shares, and Class B converts at $0.01 divided by a 5-day market average, unlike the 1-for-1 described when it was created. This is a de facto control position for management, and it was the first issuance of the Class B created in December 2013.
10 Jan 2014auditor change● Neutral
The company's auditor, James Stafford, Inc. Chartered Accountants, resigned on December 31, 2013, and on January 6, 2014 the board engaged Sadler, Gibb & Associates, LLC of Utah. The filing says there were no disagreements with the former auditor, and its 2012 and 2011 report was not adverse but included a going-concern paragraph, continuing that earlier uncertainty. The filing does not give a reason for the resignation.
18 Dec 2013security holder rights change▼ BadMajor
On December 13, 2013 the company created a second preferred class, Class B Preferred Convertible, designating 33,181,818 shares at $0.01 each, convertible 1-for-1 into common. It ranks above common but below the Class A Preferred, can be redeemed by the company at $0.01, and carries votes of not less than 60% of the vote needed to approve any matter put to common shareholders. None were issued at the time of filing, but the filing says holders would be able to control any shareholder vote, so it could sharply reduce the say of ordinary common holders once issued. Builds on the Class A preferred created in November 2012.
21 Nov 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $16,500 (agreement October 30, 2013; $16,500 received November 15, 2013), at 8% interest and due August 1, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $49,000 was owed to Asher in convertible notes when the funds arrived; the cash is for short-term obligations and work requirements. This continues the Asher borrowing.
19 Nov 2013quarterly activities report▼ Bad
FIRST COLOMBIA GOLD CORP. reported a quarterly net loss of $113 thousand for the period ended 2013-09-30.
14 Nov 2013late filing notice▼ Bad
FIRST COLOMBIA GOLD CORP. notified the SEC that its quarterly report would be filed late.
28 Aug 2013capital raising announcement▼ Bad
The company sold Asher a further unsecured convertible note of $12,995 (agreement August 8, 2013; $12,995 received August 23, 2013), at 8% interest and due May 12, 2014, convertible at 45% of the market price over the prior ten trading days. The filing says about $70,000 was owed to Asher in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. This continues the Asher borrowing.
14 Aug 2013late filing notice▼ Bad
FIRST COLOMBIA GOLD CORP. notified the SEC that its quarterly report would be filed late.
15 May 2013quarterly activities report▼ Bad
FIRST COLOMBIA GOLD CORP. reported a quarterly net loss of $414 thousand for the period ended 2013-03-31.
14 May 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $32,500 (agreement April 29, 2013; $32,500 received May 9, 2013), at 8% interest and due January 31, 2014. Asher can convert at 45% of the market price over the prior ten trading days, the same discount as the recent Asher notes, so conversion could issue many shares. The filing says about $55,000 was owed to Asher in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. This continues the run of Asher borrowing.
6 May 2013material agreement● NeutralMajor
On May 1, 2013 the company signed a non-binding memorandum of understanding with GMRV (a branch of 4uX, LLC) to agree within 180 days a definitive deal to earn 50% of the Nile Mine project near Marysville, Montana (about 55 acres). It pays $2,500 within 180 days (cash or shares) and commits $5,000 of work in 2013; the planned definitive deal is 10 years, $250,000 of work and $5,000 a year advance royalties. The filing says there are no established reserves and that cash on hand is insufficient for any planned exploration, which is postponed until financing is secured. The address on this filing has also moved from Colombia to Guadalupe, Zacatecas, Mexico.
30 Apr 2013material agreement▼ Bad
On April 23, 2013 the company and Asher signed three amendments to the existing Asher convertible notes, changing the conversion-right wording so Asher can convert starting 180 days after each note's date until the later of maturity or payment of the default amount. The filing also restates a note due January 2, 2014, convertible at 45% of the market price over ten trading days. The filing does not give the amended notes' specific effect beyond that wording, so what it means for dilution timing is an inference only.
25 Apr 2013substantial holder notice● Neutral
ASHER ENTERPRISES, INC. EIN disclosed a new substantial FIRST COLOMBIA GOLD CORP. shareholding (9.99% of votes).
1 Apr 2013late filing notice▼ Bad
FIRST COLOMBIA GOLD CORP. notified the SEC that its annual report would be filed late.
14 Mar 2013capital raising announcement▼ Bad
The company sold Asher a further unsecured convertible note of $27,500 (agreement February 21, 2013; $27,500 received March 12, 2013), at 8% interest and due November 25, 2013, convertible at 45% of the market price over the prior ten trading days. The filing says it owed Asher about $85,000 in convertible notes when the funds arrived, and the cash is for short-term obligations and work requirements. Asher borrowing continues to grow.
8 Feb 2013capital raising announcement▼ BadMajor
On February 1, 2013 the company agreed to issue 47,568,500 Class A Preferred shares at $0.0022 each to settle about $104,651 of debt owed to unrelated parties and some officers and directors; the CEO and two directors got 10,545,600 shares to settle about $23,200. The filing states each preferred share now votes as two common shares, so preferred holders hold votes equal to 95,137,000 common shares against 93,917,330 common shares outstanding (February 6, 2013). The officers/directors and 5%+ holders listed together hold 43.31% of votes. This uses the preferred class created in November 2012, and the filing reports it under a change-in-control item.
4 Feb 2013capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note of $27,500 (agreement December 18, 2012; $27,500 received January 23, 2013), at 8% interest and due September 20, 2013. The conversion price is now 45% of the market price over the prior ten trading days, a worse discount for shareholders than the 58% on earlier Asher notes, so conversion could issue more shares. The company says the cash is for short-term obligations and work requirements.
3 Dec 2012security holder rights change● NeutralMajor
On November 15, 2012 the company created a new class of preferred stock, designating 50,000,000 Class A Preferred Convertible shares at a $.001 purchase price. Each converts into one common share and votes like one common share (per this filing), ranks senior to common stock, and can be redeemed by the company at $.01 per share. This adds a new, senior share class ahead of common holders.
19 Nov 2012quarterly activities report▼ Bad
FIRST COLOMBIA GOLD CORP. reported a quarterly net loss of $69 thousand for the period ended 2012-09-30.
14 Nov 2012late filing notice▼ Bad
FIRST COLOMBIA GOLD CORP. notified the SEC that its quarterly report would be filed late.
29 Aug 2012quarterly activities report▼ Bad
FIRST COLOMBIA GOLD CORP. reported a quarterly net loss of $84 thousand for the period ended 2012-06-30.
13 Aug 2012quarterly activities report▼ Bad
FIRST COLOMBIA GOLD CORP. reported a quarterly net loss of $84 thousand for the period ended 2012-06-30.
9 July 2012capital raising announcement▼ Bad
The company sold Asher another unsecured convertible note, $27,500 principal (agreement June 6, 2012; net proceeds $25,000 received July 2, 2012), at 8% interest and due March 6, 2013. It converts at 58% of the market price over the prior ten trading days, with the same 4.99% blocker waivable on 61 days' notice; the cash is for short-term obligations. This is the third small Asher note, continuing the pattern of dilutive short-term funding.
21 May 2012quarterly activities report▼ Bad
FIRST COLOMBIA GOLD CORP. reported a quarterly net loss of $39 thousand for the period ended 2012-03-31.
15 May 2012late filing notice▼ Bad
FIRST COLOMBIA GOLD CORP. notified the SEC that its quarterly report would be filed late.
3 Apr 2012capital raising announcement▼ Bad
The company sold Asher Enterprises another unsecured convertible note of $37,500 (agreement March 16, 2012; net proceeds $35,000 received March 29, 2012), at 8% interest and due December 20, 2012. Asher can convert at 58% of the market price over the prior ten trading days, so conversion could issue many new shares; the company says the cash is for short-term obligations. This repeats the December 2011 Asher financing on the same terms.
2 Apr 2012late filing notice▼ Bad
FIRST COLOMBIA GOLD CORP. notified the SEC that its annual report would be filed late.
22 Dec 2011material agreement● NeutralMajor
On December 16, 2011 the company agreed with Boulder Hill Mines Inc. to buy three unpatented mining claims in Lincoln County, Montana and to take over Boulder Hill's option on a Montana state gold lease held by Ebisch. For the claims and the lease assignment it will issue 500,000 restricted shares for each (1,000,000 in total) within five days, and pay $25,000 by December 16, 2012 and $25,000 by December 16, 2013 for each. To earn 100% of the lease it must incur $210,000 of exploration and pay Ebisch $80,000 plus 5% of any joint-venture and buyout payments, counting what Boulder Hill has already spent or paid, with $25,000 a year advance royalties from July 15, 2015. The filing states there are no established reserves; this is a second US exploration property after the Idaho option, and the new share issuances add to dilution.
7 Dec 2011capital raising announcement▼ Bad
On December 1, 2011 the company sold Asher Enterprises an unsecured convertible note with $37,500 principal for net proceeds of $35,000, at 8% interest, due August 28, 2012. Asher can convert at 58% of the market price over the prior ten trading days, so conversion could issue many new shares and dilute holders. The filing says the cash is to help meet short-term obligations.