19 Apr 2016listing compliance notice▼ BadMajor
HK GRAPHENE TECHNOLOGY CORP suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
7 Oct 2015material agreement termination● NeutralMajor
Effective October 1, 2015 the December 2014 cooperation agreement with Yunfeng Lu was terminated. Lu agreed to sell his 3,683 Series B preferred shares to American Compass Inc. for $336,667, closing by October 31, 2015. After closing, American Compass would own about 99.9% of the company on a fully diluted as-converted basis. American Compass is the company's affiliate, borrower of the $1,000,000 note from November 2014. No management changes are planned, and the company remains a shell. The filing gives the name as HK Graphene Technology Corporation.
11 June 2015auditor change● Neutral
On June 5, 2015 the company dismissed Anton & Chia, LLP as auditor and engaged Dave Banerjee CPA. Anton's reports on 2014 and the March 2015 quarter had no adverse opinion, and the filing reports no disagreements or reportable events. This is the fifth auditor since MaloneBailey.
5 June 2015material agreement● NeutralMajor
On June 4, 2015 the company agreed to give UCLA's engineering school $3,500,000 over seven years, starting with $500,000 by December 31, 2015, in return for a research center named for HK Graphene Technology Corporation. A one-time 6.5% fee applies to each payment. This is a new cash commitment for the company.
27 Feb 2015capital raising announcement● NeutralMajor
On February 25, 2015 the company agreed to sell 537,418,480 common shares at $0.0186 to Hybrid Kinetic (Lianyungang) New Energy Limited for $10,000,000: $6,000,000 in cash plus cancelling the $4,000,000 note payable to the investor. This looks like the same lender as the $4M loan restated in November 2014 (inference from the matching amount and similar name), so that debt is settled. The investor would hold about 52.51% on a fully diluted as-converted basis, which dilutes existing holders. The company also agreed to provide graphene production consulting to the investor for a quarterly royalty of 7% of the investor's net sales revenue. The company remains a shell.
15 Jan 2015material agreement● Neutral
The company restated its December 2014 cooperation agreement with Yunfeng Lu. He is now engaged to help develop and commercialise high-performance hybrid automobiles, for $150,000 a year. This shifts his role from the nanographene and battery-materials work described in December.
9 Dec 2014capital raising announcement● NeutralMajor
On December 7, 2014 Yunfeng Lu bought 3,683 Series B preferred shares for $336,667 ($91.41 each). The filing says this is about 73.7% of the common equity on an as-converted basis and a change of control; the company stays a shell. Lu also signed a cooperation agreement to help develop nanographene and battery-materials technology and seek patents. This is the first stated business direction since the 2013 rename to Angstron Holdings. Existing common holders are diluted on an as-converted basis.
3 Dec 2014material agreement▼ BadMajor
On November 26, 2014 the company lent $1,000,000 to American Compass, Inc., a California company controlled by the same shareholder as the company. The note carries no interest if repaid by November 25, 2017, and 3% a year from the note date if not. The disinterested directors approved it as fair. For shareholders, this is a related-party loan of company money.
25 Nov 2014financial restatement● Neutral
This amendment repeats the November 19 restatement notice and only fixes the company name, replacing 'HK Battery Technology Inc.' with Angstron Holdings Corporation. The facts are unchanged: the September 30, 2013 10-Q omitted a $4,000,000 loan from Lianyungang Hybrid Kinetic New Energy Co., Ltd.
19 Nov 2014financial restatement▼ BadMajor
The company said its September 30, 2013 quarterly financial statements can no longer be relied on because a $4,000,000 loan from Lianyungang Hybrid Kinetic New Energy Co., Ltd. was not recorded, understating cash and total liabilities. It will file a corrected 10-Q/A. The loan was correctly shown in the 10-K for 2013 and the March and June 2014 10-Qs. This is the first mention in these filings of that loan and lender. The filing names the company as 'HK Battery Technology Inc.', which the next amendment corrects.
5 Mar 2014auditor change● Neutral
This amendment corrects the February 19 filing: it now says Sadler, Gibb resigned on February 13, 2014, where the original said the board disengaged it. It adds the required statement of no disagreements or reportable events, and recaps the earlier auditors (MaloneBailey since March 2009, KLJ since August 2013). Anton & Chia remains the new auditor.
19 Feb 2014auditor change▼ Bad
Sixteen days after hiring Sadler, Gibb, the company's board disengaged it and engaged Anton & Chia, LLP as auditor effective February 13, 2014. The filing says Sadler Gibb had done no substantive audit planning or field work. This is the third auditor change since August 2013. Sadler Gibb's letter agrees with the disclosure.
3 Feb 2014auditor change● Neutral
Angstron Holdings named Sadler, Gibb & Associates as its new auditor effective January 28, 2014. This fills the gap left by KLJ & Associates' resignation on January 17, 2014. The filing says the company did not consult Sadler Gibb on accounting or disagreement matters beforehand.
24 Jan 2014auditor change▼ Bad
KLJ & Associates, LLP resigned as Angstron Holdings' auditor effective January 17, 2014, only months after being engaged on August 12, 2013. The filing reports no disagreements or reportable events, and KLJ's letter agrees with the disclosure. It names no replacement auditor, and says the company was formerly HK International Group, Inc.
16 Aug 2013auditor change● Neutral
The company, now named Angstron Holdings Corporation (trading symbol ANGP from August 19, 2013), dismissed auditor MaloneBailey on August 12, 2013 and engaged KLJ & Associates, LLP. The filing reports no disagreements, though MaloneBailey's earlier reports carried a going-concern paragraph citing lack of revenues and history of losses. The address is now Pasadena, CA and Jianguo Xu signs as CEO.
31 July 2012capital raising announcement● Neutral
On July 25, 2012 the company closed a sale of up to $100,000 of 10% convertible notes due January 24, 2014, receiving $70,000. The notes convert automatically in the next private placement of at least $1,000,000, but only if that placement closes at the same time as a related merger or other acquisition. The money is for working capital and general corporate purposes.
19 Oct 2011material agreement▼ BadMajor
On October 18, 2011 the company terminated its August 8, 2011 letter of intent with Eagleford Energy Inc. for the Texas farm-in, and it is no longer binding. The filing does not give a reason and does not say what happened to the $250,000 bridge loan commitment. This ends the Eagleford farm-in thread.
13 Oct 2011capital raising announcement● Neutral
On October 10, 2011 the company sold $52,500 of 10% convertible notes due April 9, 2013, receiving $52,500 gross. The notes convert automatically in the next private placement of at least $1,000,000. The filing now lists the company's address as c/o Gottbetter & Partners in New York and is signed by Adam Zive as President.
15 Aug 2011material agreement● NeutralMajor
On August 8, 2011 the company signed a letter of intent with Eagleford Energy Inc. for a possible farm-in (earning an interest by funding work) of up to 50% of Eagleford's working interests in the Matthews and Murphy leases in Zavala County, Texas. The only binding part is a US$250,000 secured convertible bridge loan to Eagleford. The rest depends on due diligence and on the company raising at least $2.3 million, a possible first oil and gas asset after the earlier mining-in-Peru focus.
14 Mar 2011capital raising announcement● Neutral
On March 8, 2011 the company closed the first part of a new offering of $90,000 in 10% convertible notes due March 31, 2012, receiving $29,935. The roughly $150,000 of November 2010 notes converted into these new notes by their terms. The new notes convert automatically in the next private placement of at least $1,000,000, and a second closing is expected by March 31, 2011.
8 Nov 2010capital raising announcement● Neutral
On November 2, 2010 the company closed the first part of a private sale of up to $150,000 in 10% convertible notes due December 31, 2011, receiving $121,885.30. The notes convert automatically, with interest, into whatever securities the company offers in its next private placement, and the money is for working capital and general corporate purposes.
27 Mar 2009auditor change● Neutral
On March 26, 2009 the company dismissed its auditor George Stewart, CPA, and appointed Malone & Bailey, PC. The filing reports no disagreements with the former auditor, though his earlier report included a going-concern paragraph citing lack of revenues and history of losses. The company's address is now listed in Lima, Peru.
18 Sept 2008capital raising announcement▲ GoodMajor
The company completed the final closing of its private share sale on September 17, 2008, selling 675,000 more shares at $1.00 for net proceeds of $668,000. This brings the total raised in the offering to $2,025,000 gross (1,350,000 plus 675,000 shares), to be used for general corporate purposes tied to its South America and Peru mining focus.
15 Sept 2008capital raising announcement▲ GoodMajor
Now named Loreto Resources Corporation (formerly Loreto Corporation), the company closed the first part of a private share sale on September 9, 2008: 1,350,000 shares at $1.00 each, for net proceeds of $1,312,313. It says it will use the money for general corporate purposes under a new strategy focused on mining in South America, starting with Peru, and the filing is signed by Luis F. Saenz as President.
What it means for a shareholder
1.4m new shares at $1.00 to raise about $1.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
9 Nov 2007capital raising announcement● Neutral
This amends the July 2007 filing about the 3,000,000 shares issued to Magdalena Cruz for her services. The only change stated is the correction of the par value of the common stock, from $0.001 to $0.0015 per share; the share count and recipient are unchanged.
6 July 2007capital raising announcement● Neutral
The company, then named Loreto Corporation, issued 3,000,000 shares of common stock on July 2, 2007 to Magdalena Cruz, its President, CEO, CFO and director, in exchange for her services. The filing says she had served without monetary compensation since inception on June 28, 2006, so this adds shares to the count without any cash coming in.