3 Sept 2008director interest notice● Neutral
Dickson V Lee became a L & L ENERGY, INC. Chief Executive Officer and company insider (initial ownership filing).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
13 Aug 2008material agreement▲ GoodMajor
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.
30 July 2008late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its annual report would be filed late.
26 Feb 2008material agreement● Neutral
L & L hired senior geological engineer Kong Ling-Min on February 20, 2008 to supervise exploration at the Tian-Ri Coal Mine, reporting to Tony Li, CEO of KMC. KMC moved on February 22, 2008 to a new office of about 3,800 sq ft in Kunming. This follows the same-day announcement of exploration at Tian-Ri and is routine staffing and premises news; the filing quotes coal at about $134 per ton, versus $138 in the other release.
26 Feb 2008material agreement▲ GoodMajor
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.
17 Oct 2007asset acquisition disposition● Neutral
This amendment to the October 2006 KMC report repeats the purchase of 60% of Kunming Biaoyu Industrial Boiler (KMC) for 485,592 new L & L shares at $3.25 (US$1,578,173), and includes unaudited KMC statements (sales $8,831,854 and profit $593,972 for the year to August 31, 2006) plus pro forma combined figures. It does not supply the promised audited statements; it points instead to the audited statements said to be in the 10-KSB for the year ended April 30, 2007, filed August 15, 2007. The $22.5M and $32.5M sales forecasts are still tied to about $2M of funding the filing does not say was secured.
17 Oct 2007auditor change● Neutral
This amended filing (signed May 2007, with the auditor's letter dated June 13, 2007) says L & L dismissed auditor Epstein, Weber & Conover on February 28, 2006 and hired Jaspers + Hall the same day. It says there were no disagreements and no qualified opinions, and the former auditor's letter confirms it agrees with the statements. This is a new auditor change, and unlike the 2002-2003 turnover it has no contradictory accounts here.
16 Mar 2007late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its quarterly report would be filed late.
13 Dec 2006late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its quarterly report would be filed late.
13 Nov 2006material agreement▲ GoodMajor
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.
19 July 2005asset acquisition disposition● NeutralMajor
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.
7 July 2005material agreement● Neutral
On June 30, 2005 L & L signed a supplementary contract to buy another 9.4% of LEK (6,579,500 LEK shares) from Mr. Yang Wu, bringing its total to 60% (the filing's own text elsewhere says 60.4%). Payment is in 265,859 new L & L shares at $3.00 each, with a buy-back right for either side if promises in the original agreement are not met. This continues the LEK stake-building begun in December 2004.
18 Mar 2005late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its quarterly report would be filed late.
8 Dec 2004asset acquisition disposition▲ GoodMajor
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.
24 Sept 2004security holder rights change● NeutralMajor
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.
30 July 2004late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its annual report would be filed late.
4 Aug 2003late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its annual report would be filed late.
26 Feb 2003auditor change● Neutral
This is a second amendment of the Moores Rowland auditor-change report, with the same text as the January 2003 amendment: Rowland's resignation on August 9, 2002, Weber's appointment, the four open audit issues and their resolution. The visible change is that it lists Exhibit 16 (the former auditor's letter) under Item 7. No new figures are stated beyond those in the earlier amendment.
15 Jan 2003auditor change● Neutral
This amended filing says Braverman & Company resigned as auditor on April 3, 2002, which differs from the original September 2002 filing saying the company dismissed it. It says Braverman gave clean audit reports for fiscal years ended February 2000 and 2001 and clean reviews of the quarters ended August and November 2001. The company did not sign Braverman's engagement letter after the January 31, 2002 review. It reports no disagreements with Braverman.
15 Jan 2003auditor change▼ BadMajor
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.
20 Sept 2002auditor change▼ Bad
The company reports it dismissed Moores Rowland on August 9, 2002 and hired Epstein, Weber & Conover on August 12, 2002 for the year ended April 30, 2002. The company says Rowland, a Hong Kong firm, lacked understanding of US accounting and did not complete the audit or issue an opinion. The company says it disagreed with Rowland's judgment on four accounting issues, detailed in an exhibit. This continues the auditor turnover, with a second change within about four months of the Braverman exit.
20 Sept 2002auditor change● Neutral
L & L Financial Holdings (the renamed company) reports it dismissed auditor Braverman & Company on April 3, 2002 and hired Moores Rowland on April 24, 2002 to audit the year ended April 30, 2002. The stated reason is that an SEC-reporting company needs an SEC practice CPA firm. The filing says there were no disagreements with Braverman. This is later contradicted: a January 2003 amendment says Braverman resigned, and a second September 2002 filing says Moores Rowland was itself replaced.
7 Aug 2002late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its annual report would be filed late.
6 June 2002late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its annual report would be filed late.
15 Jan 2002late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its quarterly report would be filed late.
14 Sept 2001late filing notice▼ Bad
L & L ENERGY, INC. notified the SEC that its quarterly report would be filed late.
4 Sept 2001asset acquisition disposition● NeutralMajor
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.