18 Oct 2010listing compliance notice▼ BadMajor
International Gold Resources, Inc. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
17 Nov 2008auditor change▼ Bad
This is an amendment to the earlier auditor notice. It adds that MacKay LLP told the company on October 30, 2008 it would not stand for re-election (effective October 31, 2008), that the board did not recommend or approve this, and that MacKay's letter to the SEC dated November 14, 2008 is attached as an exhibit. As of November 17, 2008 no new auditor had been hired, and the company has filed no financial statements since the quarter ended January 31, 2007. MacKay's earlier reports carried a limit on $710,000 of expenditures it could not check for lack of documentation, and the filing reports no disagreements with MacKay. This continues the unresolved filing gap and restatement from the 2007 fraud disclosure.
17 Nov 2008auditor change▼ BadMajor
MacKay LLP declined to stand for re-election effective October 31, 2008, and no replacement auditor had been hired as of November 17, 2008. The filing says the company has filed no financial statements since the quarter ended January 31, 2007, and that MacKay's earlier reports carried a scope limitation on $710,000 of expenditures lacking documentation. It states no disagreements. This continues the unresolved restatement and filing gap from the 2007 fraud disclosure.
26 Nov 2007capital raising announcement● NeutralMajor
On November 20, 2007 the company closed two private placements: 1,083,334 shares at $0.60 ($650,000) with one-year $1.50 warrants, and 4,500,000 warrants at $0.60 ($2,700,000), each exercisable into a share plus a $1.50 one-year warrant. The second placement fully vests only when authorised common stock is raised to 200,000,000 shares. Also issued: 500,000 warrants to Armada Capital for consulting and 1,000,000 warrants to Rodolfo Michels. Adds fresh cash after the fraud disclosure, with further dilution.
What it means for a shareholder
1.1m new shares at $0.600 to raise about $650,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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26 Oct 2007financial restatement▼ BadMajor
The company says earlier financial statements can no longer be relied on. A review under CEO Tim Acton found possible fraud predating his appointment: the 2004-05 Uniworld acquisition (for which $2,000,000 of preferred stock was issued) was never actually transferred to the company; the company is in default under its COOGAL tailings agreement because $1,000,000 in pre-production bonus payments allegedly never reached COOGAL (a new agreement has been signed); and title to equipment bought for Brazil is in question. Losses are not yet quantified, a forensic audit is planned, and statements since the August 2005 reverse merger will likely be restated. The company says the Cupixi claim block is not affected.
4 Oct 2007capital raising announcement● NeutralMajor
On October 2, 2007 the company sold 10,000,000 unregistered shares at $0.25 each, raising $2,500,000 from accredited investors. New cash for the company, but more shares outstanding for existing holders.
7 Sept 2007capital raising announcement▼ Bad
More unregistered issuances: 2,000,000 warrants at $0.49 to CRT Capital Group for advisory services; warrants at $0.50 to new Chairman David Francisco (1,000,000), Rodolfo Michels (1,000,000) and Berenice Arroyo (300,000); and 4,300,000 warrants at $0.50 owed to investors from the April 2007 placement, expiring April 29, 2008. No cash is stated as received in this filing.
5 July 2007capital raising announcement▼ BadMajor
A catch-up list of unregistered share and warrant issuances in 2007. The main items: $1,075,000 raised from 4,300,000 shares at $0.25 (April 30); $125,000 received when CEO Tim Acton exercised 500,000 warrants at $0.25; $416,850 of 24% convertible debentures converted into 833,700 shares; and many warrants issued to executives, a director and consultants. A December 2006 loan of up to $1,150,000 intended to start production was repaid, with interest of $162,280 paid in 649,118 shares, because the company decided not to go ahead with production in the near term. These issuances dilute existing holders.
20 June 2006auditor change● Neutral
An amendment to the June 2006 auditor-change report. It now says Staley Okada was 'dismissed' rather than 'released' and confirms no disagreements over the two most recent fiscal years. MacKay LLP remains the new auditor.
13 June 2006auditor change● Neutral
On June 12, 2006 the company released its auditor Staley Okada and Partners and hired MacKay LLP. The filing says there were no disagreements and no adverse opinion in the prior two years. This is the second auditor change in under a year.
2 Nov 2005asset acquisition disposition● Neutral
An amendment to the August 2005 merger report. The merger text is unchanged; the change is that the financial statements of the acquired business are now attached, and the company address is updated to Duvall, WA. The figures themselves are not in the text provided.
24 Oct 2005auditor change● Neutral
An amendment to the October 14, 2005 auditor-change report, adding that there were no disagreements through the interim period and attaching the former auditor's letter to the SEC. The facts (Morgan & Co. resigned, Staley Okada hired) are unchanged.
19 Oct 2005auditor change● Neutral
On October 14, 2005 the auditor Morgan & Co. resigned and Staley Okada and Partners was hired. The filing says there were no disagreements and no adverse opinion in the prior two years. The company now reports under the name International Gold Resources, Inc. (formerly Montpellier Group), though the signature block still reads Montpellier.
26 Sept 2005business combination● Neutral
On September 21, 2005 the board appointed Lyle Durham as a director. The filing says he was the sole director and officer of IGR at the time of the August 19, 2005 merger, so he joins from the merged company.
19 Aug 2005business combination● NeutralMajor
Montpellier Group, Inc. (a Delaware company) agreed on August 19, 2005 to merge with International Gold Resources, Inc. (a Nevada corporation), with Montpellier surviving. Each IGR shareholder gets the same number of Montpellier shares, issued with a restrictive legend; IGR's old shares are cancelled. Financial statements of the business acquired were promised in a later amendment.