Each one in plain English, with the numbers worked through for a shareholder.
8 Jan 2018auditor change▼ Bad
On January 2, 2018 the company dismissed MaloneBailey as auditor and appointed LBB & Associates to audit the year ended June 30, 2017. MaloneBailey's reports on the 2016 and 2015 years carried a going-concern warning, and the filing reports no disagreements and notes material weaknesses in internal controls disclosed in the April 2017 10-K. The filing does not state why the auditor was changed. The appointment covers the year ended June 30, 2017, which suggests the company's reporting was still behind (an inference).
A second closing on November 29, 2016 on the same terms as the November 17 deal: 10,000,000 common shares and warrants over 5,000,000 shares at $0.06 for $200,000 gross. 3,775,000 shares were issued now and 6,225,000 held back to keep an investor under 9.99% ownership. The placement agent gets 800,000 shares and 400,000 warrants. Together with the first closing, gross proceeds are $425,000 (calculated), with the same ratchet and penalty terms.
What it means for a shareholder
5.0m new shares at $0.060 to raise about $425,000. That's 10% dilution: every existing holder's slice gets 10% smaller. If you held $1,000 of shares (16,667 at the issue price), your slice goes from 0.0371% to 0.0333% of the company. To keep it you'd need 1,853 more shares - about $111 at the issue price.
On November 17, 2016 the company agreed to sell 11,250,000 common shares with warrants over 5,625,000 shares at $0.06 for $225,000 gross, with 10,000,000 shares issued immediately and 1,250,000 held back to keep an investor under 9.99% ownership. The placement agent gets 900,000 shares and 450,000 warrants. The deal carries full-ratchet anti-dilution protection, a warrant price drop to $0.001 if the company is not current in its SEC reports within 120 days, and cash penalties for public information failures. On November 23, 2016 it also authorized 85,000 Series E preferred shares (1,000 votes each) to be sold to CEO William Meadow for $85, giving him voting power of 85,000,000 votes (calculated from the figures). The filing says the company is not yet current in its reporting, a gap since the 2014 late filings. The proceeds are for working capital.
What it means for a shareholder
5.6m new shares at $0.060 to raise about $225,000. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held $1,000 of shares (16,667 at the issue price), your slice goes from 0.0371% to 0.0329% of the company. To keep it you'd need 2,084 more shares - about $125 at the issue price.
On October 27, 2014 the company signed a 12-month consulting agreement with EraStar for investor communications and public relations: $25,000 a month, 400,000 common shares, and five-year warrants over 900,000 shares at $0.50, $1.00 and $2.00 (one third each), plus piggyback registration rights. It adds ongoing cost and dilution.
What it means for a shareholder
900,000 new shares at $0.500 to raise about $450,000. That's 5.1% dilution: every existing holder's slice gets 5.1% smaller. If you held $1,000 of shares (2,000 at the issue price), your slice goes from 0.0118% to 0.0112% of the company. To keep it you'd need 107 more shares - about $54 at the issue price.
The company signed an engagement letter with Maxim Group on June 9, 2014 for general financial advisory and investment banking services, paying $5,000 a month (minimum six months) plus 1,000,000 common shares, issued October 9, 2014, and further pay on financings Maxim introduces. This filing was made about four months after the agreement date. Shareholders face the cost and the added shares.
14 Aug 2014security holder rights change● NeutralMajor
On August 11, 2014 the February notes' balance was reduced to $2,642,500 (from $2,942,500; the filing does not say why), and holders of those notes and of $992,500 of the $1,017,500 March notes agreed to extend maturity to November 2, 2014. The notes are described as current and not in default, and still convert into Series C preferred at $0.50 post-split once the 1-for-100 reverse split, preferred increase, equity plan and name change are approved. The conversion is still waiting on a shareholder approval that has not yet been reported.
2 June 2014security holder rights change● NeutralMajor
On May 30, 2014 the company used its right to extend the maturity of its 10% convertible notes by 90 days (the $2,942,500 February notes were due May 8, 2014 and the $1,017,500 March notes June 1, 2014). Other terms are unchanged. The notes still convert into Series C preferred at $0.50 per share (post-split) once the Certificate of Designation is filed, which is expected to follow a shareholder vote on the 1-for-100 reverse split, the preferred increase to 50,000,000 shares, the 2014 equity plan and the name change to MVP Portfolios, Inc. This confirms the 100:1 ratio, and that the shareholder vote has not yet happened.
The company (now filing as California Gold Corp.) dismissed Warren Averett as its auditor on May 21, 2014, only days after appointing it on May 9, 2014, and re-engaged MaloneBailey for the year ending June 30, 2014. Warren Averett issued no reports and the filing reports no disagreements. MaloneBailey's earlier report on the year to January 31, 2014 raised substantial doubt about the company's ability to continue as a going concern, and the filing notes a lack of an audit committee and of proper segregation of duties as a possible material weakness. The company also changed its fiscal year end to June 30 from January 31 on May 9, 2014. The filing does not state why the auditor was changed.
10 Mar 2014asset acquisition disposition● NeutralMajor
This amendment adds financial information for the MV Portfolio acquisition and updates the February filing. It says the old mining assets and liabilities have NOT yet been transferred, and no agreement with Michael Baybak has been reached; the company now intends to put them in a new subsidiary and seek a buyer, with no assurance of finding one. This softens the February statement that the business would be split off to Baybak. The patent unit became a Florida corporation named Visual Real Estate, Inc. on March 6, 2014. The patent business's year to June 30, 2013 showed operating expenses of $886,877, and it has no technologies or operations of its own beyond asserting patents.
7 Mar 2014capital raising announcement● NeutralMajor
On March 3, 2014 the company held a second closing of the Series C convertible note placement, raising another $1,017,500 on the same terms as February (conversion at $0.50 post-split, 12-month most-favored-nations protection). The placement agent CAVU Securities received a $64,650 commission and warrants over 129,300 shares, plus a 250,000-share retainer. Together with the February closing the notes total $3,959,995 (calculated from the two figures); the conversion shares add to the share count (dilution is an inference).
On February 7, 2014 the company acquired MV Portfolio, LLC, a patent licensing and enforcement business, from its members for 9,385,000 post-reverse-split shares plus $625,000 cash to MV PAT and 10% of net proceeds from patent enforcement or sales. It plans to discontinue and split off its mining business to Michael Baybak, and to rename itself MVP Portfolio, Inc. Davidson and Baybak resigned; William Meadow became CEO and Chairman, Shea Ralph CFO, and David Rector COO. At the same time it raised $2,942,495 through 10% convertible notes that convert to Series C preferred at $0.50 post-split. A 1-for-100 reverse split, preferred increase to 50,000,000 shares and the name change await shareholder approval. This ends the AuroTellurio mining direction, subject to the split-off; the filing text is truncated, so further terms are not seen.
On November 15, 2013 the company sold $325,000 of 10% two-year convertible notes with warrants. The notes convert automatically into a to-be-authorized Series B preferred stock at $0.001 per share ($1.00 after a planned 1,000-to-1 reverse split), and the warrants cover 325,000 shares post-split at $1.00 for ten years. The company committed to authorize the Series B and carry out the reverse split; proceeds go to AuroTellurio project costs and working capital. Existing common holders face a large reverse split and dilution from conversion (the dilution is an inference).
On March 19, 2012 the company agreed to pay American Strategic Minerals Corporation (Amicor) $125,000 for a report on geological formations on two Amicor properties in Montrose County, Colorado (Bull Canyon and Martin Mesa), to see whether they could contain potential gold deposits. It chose to pay with 1,250,000 restricted shares valued at $0.10 each. The filing describes only a report purchase, not an acquisition of the properties.
On March 16, 2012 the company sold 4,250,000 units at $0.04 each for $170,000. Each unit is one common share plus a warrant for half a share at $0.06, exercisable for 24 months. Proceeds are for general working capital; the new shares add to the share count (dilution is an inference).
What it means for a shareholder
4.3m new shares at $0.040 to raise about $170,000. That's 3.7% dilution: every existing holder's slice gets 3.7% smaller. If you held $1,000 of shares (25,000 at the issue price), your slice goes from 0.0228% to 0.022% of the company. To keep it you'd need 971 more shares - about $39 at the issue price.
California Gold closed an over-allotment on its private placement for another $325,000 (13,000,000 units), bringing the total to 76,478,258 units and $1,911,956.45, up from $1,536,956.45 at the January 2011 closing. Proceeds are earmarked for exploring the AuroTelurio property optioned from Mexivada and for working capital. The press release also says a surface rights agreement with the landowner was signed May 16, 2011 at $14,400 a year, which resolves the condition the February 2011 option agreement said was needed before closing; the filing does not itself say the option closing has occurred.
Amendment No. 3 was filed solely to add Davis Accounting Group's reply letter, received March 18, 2011, as Exhibit 16.2. The filing does not say what the letter states, and the disclosure that the 2009 and 2010 financials are not considered audited is unchanged.
Amendment No. 2 only combines the July 2010 auditor-change disclosure with the March 2011 licensing disclosure into one filing; the company states no new information was added.
Following an SEC letter dated February 28, 2011, the company disclosed that former auditor Davis Accounting Group's Utah licenses lapsed in 2008 and were revoked on November 4, 2010, so Davis was not duly licensed when it audited the years ended January 31, 2010 and 2009. The SEC therefore does not consider those financial statements audited. This undermines the re-audit planned in 2009 and leaves the financials needing a valid audit (the need for a new audit is an inference).
On February 11, 2011 the company signed a property option agreement with Mexivada that replaces the October 2010 letter of intent, keeping the same terms: up to 80% of AuroTellurio for up to $3,000,000 of exploration over four years, $290,000 in cash and 1,650,000 shares. The company says it is no longer a shell company, that the minimum-financing condition was met by the December 2010 placement, and that it expects closing within sixty days, though closing still needs a surface rights agreement with the landowner.
A second closing of the December private placement on January 13, 2011 sold another 3,000,000 units for $75,000. Total sold is now 61,478,258 units for $1,536,956.45.
30 Dec 2010capital raising announcement● NeutralMajor
On December 23, 2010 the company closed a private placement of 58,478,258 units at $0.025 each, raising $1,461,956.45. 36,478,258 units carry common shares and 22,000,000 carry non-voting Series A convertible preferred shares, each with a warrant for half a common share at $0.125 exercisable for 18 months. It said it has finished due diligence and will proceed with the AuroTellurio acquisition, paying Mexivada the $15,000 non-refundable part of the down payment; this adds a large number of new shares for existing holders (dilution is an inference).
California Gold Corp. signed a binding letter of intent on October 7, 2010 with Mexivada Mining Corp. to earn an 80% interest in the AuroTellurio tellurium-gold-silver property in Sonora, Mexico. To earn it, the company must spend $3,000,000 on exploration over four years ($750,000 a year), pay $290,000 in cash in total and issue 1,650,000 restricted shares; closing requires it to raise enough capital for the first year's commitment. This is the first mining property named in the filings seen, after years with no operating assets stated.
On July 8, 2010 the company dismissed Davis Accounting Group and engaged MaloneBailey, LLP for the fiscal year ending January 31, 2011. Davis's reports had included a going-concern warning citing lack of revenues and history of losses, and there were no disagreements.
On September 10, 2009 the company dismissed Seale & Beers, hired a month earlier, and engaged Davis Accounting Group P.C., the firm it said would re-audit its prior-year financials. Seale & Beers had issued no reports and there were no disagreements.
This amendment says the PCAOB revoked Moore & Associates' registration on August 27, 2009, so the company's financial statements for the year ended January 31, 2009 can no longer be relied on with that audit and must be re-audited. It plans to hire Davis Accounting Group to re-audit them and to file amended 10-K filings with the results. This builds on the August 2009 auditor change.
The company, now called California Gold Corp., said its auditor Moore & Associates Chartered resigned on August 7, 2009 and Seale and Beers, CPAs was hired the same day. The prior audit report carried a going-concern warning, and the filing reports no disagreements with the old auditor.
Effective August 8, 2007 the parties unwound the merger, citing recent developments in public equity and debt markets and conditions in the mining industry, among other factors. Holdings went back to its former owner, the 31,000,000 shares were returned to the company, and Holdings owes $557,927.30 under a 9% note due November 15, 2007 secured by its assets. The company was renamed US Uranium Inc., the pre-merger holders regained control, and David Rector resumed all top officer roles; 25,193,002 shares are outstanding plus 1,190,000 warrants.
13 July 2007asset acquisition disposition● NeutralMajor
On July 11, 2007 the merger with Cromwell Uranium Holdings, a uranium exploration company, closed. Holdings' owner received 31,000,000 company shares, the debentures converted into 1,190,000 shares and 1,190,000 warrants, and Holdings' managers took four of five board seats. The original shell business was sold to Karen Law and Lyle Smith in exchange for their 44,450,000 shares, and the company said it plans a private offering of about $4.5 million.
The company sold another $50,000 of debentures on June 27, 2007 (total $595,000) and lent that to Holdings on the same terms. It also now plans to price the future unit offering at $1 instead of $0.50, with warrants at $1.50 instead of $0.75, still targeting $3.1 million.
Now named Cromwell Uranium Corp. (formerly Arbutus Resources), the company sold $545,000 of 9% convertible debentures on June 22, 2007 and lent the money to Cromwell Uranium Holdings, Inc. while negotiating a merger with it. The loan is secured by Holdings' stock, and a later private placement of units (up to $3.1 million including the debentures) is planned if the merger closes.
