L & L ENERGY, INC.

L & L ENERGY, INC.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

On April 8, 2014 L & L told NASDAQ it intends to voluntarily delist its common stock, planning to file Form 25 on or about April 18, 2014, with delisting effective about ten days later. The company expects the stock to trade on the OTC Markets but says no trading market is assured and liquidity may be limited. This ends the NASDAQ listing noted in the 2011 filings; the shares stay outstanding.

listing compliance notice

On August 14, 2013 a California court approved a settlement of a lawsuit filed July 2, 2013 by Ironridge Global IV, which had bought $4,983,075 of L & L's past-due debts from creditors. L & L must issue Ironridge 2,588,888 shares initially, with possible additional shares if the stock price falls below the pre-order closing price during a period tied to $80 million of trading volume, and a final true-up. L & L can end the extra issuances by paying the claim in cash. The filing caps Ironridge at 9.99% ownership (and 19.99% of pre-issuance shares unless approved). This dilutes existing holders and shows the company was behind on debts to creditors.

capital raising announcement

On November 18, 2012 L & L agreed to buy 95% of the Luozhou and Lashu anthracite mines in Guizhou from Union Energy for $37.1 million, near the Weishe mine it agreed to buy in January 2012. Payment is about $1.7 million in cash plus handing over its 98% interest in the Zonelin Coking Plant and its 60% interest in the DaPing Mine. The filing cites about 34.2 million tons of combined reserves; so shareholders swap two existing assets and some cash for these mines.

material agreement

Effective the end of April 30, 2012, L & L agreed to sell the Ping Yi mine back to its original owners for US$31 million, which the filing says is treated partly as a prepayment on future coal L & L will buy and partly as a prepayment for future use of the mine's coal washing facility. L & L also secures an off-take agreement at a discounted price. The filing calls Ping Yi underperforming and says L & L bought it in 2009 for about US$4 million; it does not say how much of the $31M is cash received versus prepayment. This replaces the earlier Ping Yi subcontract arrangement in the company's history.

asset acquisition disposition

On January 28, 2012 L & L agreed to buy 51% of the Weishe Coal Mine in Guizhou (anthracite, about 19,000,000 tons of reserve, newly built) from Guizhou Union Energy for about US$16.2M, paid entirely in 3,000,000 L & L shares valued at about $5.39 each. The shares are paid in installments as conditions in the agreement are met. Issuing these shares will dilute existing holders.

material agreement

On April 14, 2011 L & L signed two coal supply contracts with Kunming Iron & Steel Group. Subsidiary KMC will supply 300,000 tons through December 20, 2011. U.S. subsidiary Energy Pacific has two years to supply 400,000 tons a year of North American coal, with no penalty if coal is unavailable, in which case the parties renegotiate. No prices or revenue figures are given.

material agreement

On April 18, 2010 L & L agreed to sell its 93% stake in Hon Shen Coal (washing and coking, Yunnan) to Guangxi Liuzhou Lifu Machinery for about US$6M. Of that, $2.52M is paid to L & L in three installments and $3.48M goes into Hon Shen to pay its outstanding liabilities. This reverses the plan, set out in October 2009 and revised in December 2009, to raise the stake to 93%; the filing gives no reason for the sale.

asset acquisition disposition

Nasdaq certified L & L ENERGY, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

On February 3, 2010, through TNI, L & L signed a contract (effective November 1, 2009) to subcontract operation of the ZoneLin coking plant, which makes 150,000 tons of coke a year. L & L provides capital and management and takes the profit or loss, and expects about $28M of annual revenue (at $187 per ton). The filing also says L & L's stake in TNI rose from 70% to 98% since the January 8 filing.

material agreement

Through subsidiary Baoxing Co., L & L signed a contract to subcontract operation of the Ping Yi Coal Mine in Guizhou (150,000 tons a year capacity). L & L provides capital and management and takes the profit or loss; management says it can be consolidated as a variable interest entity. The company expects about $15M of annual revenue, based on $100 per ton. This is a new operating arrangement, not an ownership purchase.

material agreement

L & L bought 100% of the SeZone County Hong Xing coal washing plant (150,000 tons a year capacity, plans to reach 600,000) effective November 30, 2009, for $1,000,000 put into new subsidiary L&L Yunnan Tianneng Industry (TNI), in which L & L holds 70% of the voting equity. The filing also says L & L raised its voting stake in the DaPuAn and SuTsong mines from 60% to 80% effective August 1, 2009, with no extra payment to the minority holders. This extends the mid-2008 mine purchases and the push into coal washing.

material agreement

On December 9, 2009 L & L signed a revised Hon Shen deal with owner Fuchang Wang, cutting the price for the 93% stake (washing and coking) from RMB 55.8M (about $8.18M) to RMB 26.4M (about $3.86M). It is now all cash, with no shares: RMB 6M (about $870,000) within 3 months of government approval and RMB 20.4M (about $2.99M) within 2 years. Hon Shen becomes a Sino-foreign cooperation company with RMB 30M registered capital (L & L 93%, Wang 7%, four of five board seats to L & L), and Wang takes on its pre-conversion debts. This replaces the October payment terms, including the 400,000-share payment, and still needs government approval.

material agreement

On November 6, 2009 L & L sold a second batch of 835,389 units at $3.90 each, raising about $3,257,999.70, on the same terms as the October placement (one share plus 6/10ths of a warrant at $5.62, expiring November 2014; about 501,236 warrant shares). Placement agent fees are 8% cash plus warrants for about 66,832 shares at $6.11. CEO Dickson Lee again escrowed shares (about 395,615), which go to buyers if fiscal 2010 after-tax income before minority interest falls below $32,040,000 or net revenues below $108,118,950. A resale registration is due within 90 days of closing, with penalties of 1% up to 6%. This adds further new shares and warrants, diluting existing holders.

capital raising announcement

L & L signed an agreement effective October 23, 2009 to raise its stake in Hon Shen Coal (Yunnan) from 65% to 93% and to take 93% of its coking business as well. The stated price is RMB 55,800,000 (about $8,018,000) in three payments: 400,000 L & L shares (valued at $5.00) within 30 days, about $3M within 90 days of government approval, and the rest within a year of approval in cash or shares. Late payments carry penalties and could let Hon Shen terminate. This builds on the 65% interest in Hon Shen's coal washing operation reported July 30, 2009; the company says coking would add about $18M of annual revenue (its own estimate). The figures in the filing are inconsistent, since the press release says $8.18M and the third payment is listed as $3.018M.

material agreement

On October 8, 2009 L & L sold 1,371,021 units at $3.90 each to investors for gross proceeds of $5,346,980. Each unit is one new share plus 6/10ths of a warrant to buy a share at $5.62, expiring October 2014 (about 822,613 warrant shares). Laidlaw & Company (UK) was placement agent, taking 8% in cash plus warrants for 109,682 shares at $6.11. CEO Dickson Lee put some of his own shares into escrow, to go to the investors if fiscal 2010 (year to April 30, 2010) after-tax income before minority interest is below $32,040,000 or net revenues below $108,118,950 (each test covers half the shares). The company must file a resale registration within 90 days or pay penalties of 1% of unit price, up to 6%. New shares and warrants dilute existing holders, and the company also reaffirmed its fiscal 2010 earnings guidance (no figures given in this filing).

capital raising announcement

L & L received a government acknowledgement on October 10, 2008 that the recoverable coal reserve at DaPuAn mine rose to about 7.82 million tons from 5 million tons, valued by the company at about $876 million at $112 per ton. The company is using this as the basis for applying to double DaPuAn's annual output to 300,000 tons from 150,000, and is seeking a geological update on SuTsong, where it plans to raise output to 3,000,000 tons a year. The output increases need government approval that has not been granted.

material agreement

L & L (now named L & L International Holdings) says it bought 60% of two operating coal mines, DaPuAn and SuTsong, which the filing says was reported to the SEC in June 2008, and has consolidated them since May 1, 2008. Auditors released six audit reports on August 10, 2008. The visible DaPuAn figures show four-month revenue of $4,205,639 and net income of $1,595,496 to April 30, 2008, against $7,978,907 and $2,921,228 for 2007. The SuTsong figures are not in the text provided. This makes coal mining the company's main business, well beyond the earlier KMC coal trading and exploration plans.

material agreement

L & L says its KMC subsidiary (now called Kun Ming Coal Company) has appointed a team to start coal exploration at the Tian-Ri Mine in Fu Yuan County, Yunnan, under an exploration permit granted in October 2007 and a cooperation agreement with the mine's owner signed in December 2007. The company expects, with adequate financing, to produce 100,000 tons in the first year starting in the second half of 2009 and 600,000 tons a year after; the 53 million ton reserve and $7.3 billion value are from a feasibility study and the company's own price assumption. This moves KMC beyond coal trading toward mining, though it depends on financing not yet shown to be in place. The filing also says the trading symbol LLFH was assigned on the OTC bulletin board.

material agreement

On October 30, 2006, L & L bought 60% of Kunming Biaoyu Industrial Boiler (KMC), a Yunnan coal trader with about 60 employees, for 485,592 new L & L shares at $3.25 (US$1,578,173), no cash. KMC's unaudited sales were about $8.83M and profit about $593,972 for the year to August 31, 2006. The company calls this its entry into China's energy sector; this is a coal-marketing business, not oil and gas production. The sales growth forecasts to $22.5M and $32.5M assume about $2M of new funding that is not yet secured; audited statements are promised later.

material agreement

This amendment to the December 2004 LEK report adds audited (Chinese-standard) financials and pro forma figures, and says the 9.4% purchase raised L & L's LEK stake to 60.4%. It discloses that L & L made four US-GAAP adjustments to LEK's past numbers, including writing off about US$9.5 million of receivables before the acquisition. It also lists risks, including that neither L & L nor LEK's sellers registered the deal with China's foreign-exchange regulator (SAFE), and that L & L plans to lay off more LEK workers. This follows up the earlier promise of audited statements.

asset acquisition disposition

L & L bought 51% of Liuzhou Liuerkong Machinery (LEK), a Chinese air compressor maker, on December 4, 2004, for 1,442,424 new L & L shares valued at $3 each (US$4,327,272). This is the first actual acquisition after the earlier due-diligence work on Chinese targets, and moves the company from advisory/investment work into owning a manufacturer. LEK's unaudited figures show 2004 sales of about $9.85M and net profit of about $648,539, after a net loss of about $4.4M in 2003. Audited statements are promised later, and the company says it is pursuing other factory acquisitions. The 35% growth estimate is management's own forecast.

asset acquisition disposition

The board resolved on September 21, 2004 to split the stock 3-for-1 effective September 30, 2004, so each holder of common shares or warrants gets three units for each one held. About 5,680,554 shares were outstanding, and authorized common shares rise from 6.5 million to 120 million, with authorized preferred rising from 0.5 million to 2.5 million. The company says it needs more shares to fund its plan to acquire controlling interests in Chinese companies. Management is still doing due diligence on targets, and no deal is announced.

security holder rights change

This amended filing recasts the Rowland exit as the company accepting Rowland's resignation on August 9, 2002, rather than dismissing it as the September 2002 filing said. It sets out four open audit issues and how the new auditor Weber resolved each. The company removed a $205,128 intangible asset and cut its investment in four private Chinese companies by $552,500, from $1.19 million to $637,500, because it had signed rescission agreements with two of them. Receivables of $363,000 got no adjustment, though the company says it could have to refund $138,400 of revenue on one contract if results are not delivered.

auditor change

Royal Coronado Co. Ltd. (the predecessor of this company) acquired all of L & L Investment Holdings, Inc. (British Virgin Islands) on August 18, 2001, by issuing 5,000,000 new restricted shares to its shareholders. This was a related-party deal, since the majority shareholder and the officers and directors were the same on both sides. The business acquired is a Hong Kong financial advisory and due diligence firm plus a Nevada subsidiary holding 19.5% stakes in four Chinese companies, not oil and gas. Shares outstanding after closing were 5,779,800, with CEO Dickson Lee holding 44.12%. The filing's audited figures for the acquired group to April 30, 2001 show revenue of $505,754 and net income of $175,798.

asset acquisition disposition