Past year: ▼ 50%(0.01c – 0.02c USD)
Each one in plain English, with the numbers worked through for a shareholder.
26 Mar 2019listing compliance notice▼ BadMajor
On March 25, 2019 the company filed an amended Form 15 to end its SEC registration and its duty to file reports, citing Rules 12g-4(a)(1) and 12g-4(a)(2) and about 100 holders of record. The company's address is now in Toronto. Shareholders keep their shares, but the company will no longer give public SEC filings. This is a deregistration filing; the filing does not say what happens to the shares.
25 Mar 2019listing compliance notice▼ BadMajor
Pacific Gold & Royalty Corp. deregistered its securities, ending its obligation to file reports with the SEC.
12 Apr 2018auditor change● Neutral
On March 8, 2018 the company (now named Pacific Gold & Royalty Corp.) dismissed Accell Audit and Compliance, P.A. and engaged BF Borgers CPA PC. The prior audit reports carried a going-concern qualification (the filing cites the 2015 10-K and the December 2017 Form 10), and the filing again reports ineffective internal controls from weak segregation of duties; it reports no disagreements.
29 Mar 2016material agreement▼ Bad
On March 29, 2016 Retail Energy Corp. said the Florida gas station lease acquisition will not go ahead, because the seller could not provide adequate financial information for the company to finish its diligence. This ends the thread opened March 1.
1 Mar 2016material agreement● NeutralMajor
On March 1, 2016 the company's subsidiary Retail Energy Corp. agreed to acquire the lease of an operating gas station and retail store in central Florida, which the filing says earns about $600,000 in revenue and over $200,000 net income. The lease price is $325,000 ($250,000 at closing plus a $75,000 twelve-month 6% note), plus $40,000 gas and $40,000 inventory deposits. Closing was set for April 15 and depended on diligence and the company raising the capital, a new direction after the mine sale.
16 Feb 2016auditor change● Neutral
On February 1, 2016 the company dismissed its auditor KLJ & Associates, LLP (engaged July 2014) and hired Accell Audit and Compliance, P.A. The 2014 audit carried a going-concern qualification, and the filing again reports ineffective internal controls from weak segregation of duties; it reports no disagreements.
2 Sept 2015material agreement▼ Bad
On August 26, 2015 the company let its leased rights to the Butcher Boy claims (held through Fernley Gold) lapse, so they went back to the claim holders, and it will write off the value of those leased interests. On August 31, 2015 it took the Graysill Mining claims, previously owned by its subsidiary Pacific Metals Corp., for no payment but with the annual claim fees now its responsibility.
24 July 2015material agreement▼ BadMajor
On July 15, 2015 the company sold all of its interest in Nevada Rae Gold, Inc. and the Black Rock Canyon Mine, the mine the company had said it needed more capital to restart. It received $300,000, all used to pay some of Nevada Rae Gold's immediate accounts payable, with $100,000 due July 15, 2016 and a 4% royalty on Nevada Rae Gold gold sales up to $720,000 in total. The purchaser can buy out the royalty for $500,000 before July 15, 2016, and a 10% finders fee on all payments is not yet paid.
18 Dec 2014material agreement● Neutral
On December 12, 2014 the company sold 15,110,823 shares of Pacific Metals Corp. in a private transaction for $136,000. The filing does not say what the money was used for or how the company came to hold these shares.
20 Oct 2014material agreement▼ BadMajor
The company reported two further note assignments: $20,000 on August 20, 2014 (reset to a 50% discount to the lowest ten-day VWAP, interest-free, maturing June 25, 2015) and $17,500 on October 16, 2014. The filing says they were converted into 400,000,000 and 350,000,000 shares respectively, so $37,500 of debt turned into 750,000,000 shares. This is the first filing here showing actual issuance at that scale, and it bears out the earlier warnings of heavy dilution.
7 Aug 2014auditor change● Neutral
On July 29, 2014 auditor Silberstein Ungar resigned because its principals joined KLJ & Associates, LLP, which the board engaged as the new auditor. The old auditor's reports for 2012 and 2013 carried a going-concern qualification, and the filing says management found internal controls ineffective (weak segregation of duties and thin written accounting policies), not yet fixed. No disagreements are reported.
7 July 2014material agreement▼ Bad
On June 25, 2014 another $30,000 of notes issued April 22, 2013 was assigned to a third party and reset to a 50% discount to the lowest ten-day VWAP, interest-free, maturity June 25, 2015, with a 9.99% cap. The filing says this could mean about 300,000,000 shares. Same dilutive pattern as May.
22 May 2014material agreement▼ Bad
On May 14, 2014 $60,000 of notes issued April 22, 2013 was assigned to a third party and reset to a 50% discount to the lowest VWAP over ten days, interest-free, maturity May 12, 2015, and a 50% default penalty. The filing says this could mean about 600,000,000 shares, capped at 9.99% at any one time, a looser cap than the 4.99% on earlier resets and a deeper discount than the 45% used before.
24 Mar 2014material agreement▼ BadMajor
On March 17, 2014 $100,000 of notes issued March 25, 2013 was assigned to a third party and reset to a 45% discount to market conversion, 12% interest, maturity March 7, 2015, a 50% prepayment premium, ratchet anti-dilution and a 50% default penalty. The filing says this could mean about 400,000,000 shares, capped at 4.99%, and it limits the company's ability to issue senior new debt. On March 18 the company also issued a new $95,000 10% note due January 2, 2016, convertible at $0.004 per share.
21 Feb 2014material agreement▼ BadMajor
On February 18, 2014 the Pilot Metals sale was renegotiated: instead of $850,000 on March 31, 2014 plus $1,000,000 at commercial mining, the company received $200,000 on February 18, will receive $400,000 on March 31 and $1,500,000 at commercial mining. Pilot Metals has an option to buy $500,000 of the final payment for $250,000 until September 30, 2014, and all payments carry a 15% royalty to Platoro West. Near-term cash is lower than agreed in July 2013, and the proceeds go to vendors and debt; the company says it needs more capital to restart the Black Rock Canyon Mine. Shares outstanding were 395,366,031 as of February 20 (filing says 2013, apparently a typo).
5 Feb 2014material agreement▲ Good
On January 8, 2014 (amended January 30) subsidiary Nevada Rae Gold sub-leased ten mining claims for barite for 8 years, excluding gold. It receives $40,000 up front, $20,000 a year in advance payments and $2.00 per yard of processed barite, while owing its own over-lease holder $10,000 a year plus $0.50 per yard. A small new income stream. The filing gives 293,863,486 shares outstanding as of February 5 (it says 2013, apparently a typo for 2014).
18 Dec 2013material agreement● Neutral
This amendment repeats the November 26, 2013 Asher note modification unchanged, except it corrects shares outstanding as of December 16, 2013 to 114,498,030 (from 121,467,727). No other change. The share count is far below the earlier 800 million-plus issuances, which suggests (inference) a reverse split occurred, though no filing here says so.
16 Dec 2013material agreement● Neutral
As of November 26, 2013 the company amended a note held by Asher Enterprises (about $44,200 principal after about $5,800 converted in November). Conversions are limited to $1,000 of principal per week until April 10, 2014, when the whole balance is due in cash; if unpaid, the original conversion terms return. The filing gives 121,467,727 shares outstanding as of December 16, 2013 (corrected in the next filing). This is a rare case of limiting conversions rather than loosening them, but it creates a cash obligation.
9 Oct 2013material agreement▼ Bad
On October 2, 2013 another $40,000 of May 11, 2012 notes was assigned to an unrelated third party and reset to a 45% discount to market conversion, 8% interest, maturity October 2, 2014, and a 50% default penalty. The filing says this could mean about 727,272,727 shares, capped at 4.99% at any one time. Same dilutive pattern again.
2 Oct 2013material agreement▼ BadMajor
On September 24, 2013 $80,000 of notes issued May 11, 2012 were assigned to an unrelated third party and reset to a 45% discount to market conversion, 8% interest, maturity September 24, 2014, and a 50% default penalty. The filing says this could mean about 1,454,545,455 shares, capped at 4.99% of outstanding shares at any one time. Continues the pattern of resetting notes on dilutive terms.
1 Oct 2013business combination● Neutral
On September 30, 2013 the company merged its wholly-owned subsidiary Pilot Mountain Resources into itself; the company survives and takes on the subsidiary's rights, properties and liabilities. The filing gives no financial effect. Pilot Mountain was the subsidiary holding the Project W claims and the security interest in the Pilot Metals sale (inference: that interest now sits with the parent).
11 July 2013material agreement▲ GoodMajor
On July 5, 2013 the Project W tungsten claims were transferred to Pilot Metals, which exercised its purchase option early; Pilot Mountain keeps a security interest until the price is paid in full. Payments changed from three $500,000 instalments (2013-2015) to $350,000 paid July 5, 2013 and $850,000 due March 31, 2014. This continues the Pilot Metals option from 2011 and brings in cash earlier.
10 June 2013capital raising announcement▼ BadMajor
On June 7, 2013 the company created a new class of Series A preferred stock (up to 300,000 shares, convertible 1:10,000 into 3,000,000,000 common shares in total) and on June 10 issued all 300,000 shares to Jabi Inc., an entity controlled by CEO Robert Landau, in payment of a $300,000 note. The filing says this raised Landau's beneficial ownership from 1.2% to 53.9%, and the preferred votes with common on an as-converted basis. This is a change of control in favour of the CEO and, if converted, would be very large dilution for other shareholders. It builds on earlier share issuances to executives and Jabi Inc.
23 Apr 2013material agreement▼ BadMajor
On April 12, 2013 the company agreed to assign $175,000 of notes issued May 11, 2012 to an unaffiliated third party, with the usual investor-friendly terms: conversion at a 45% discount to market, 12% interest, maturity January 12, 2014, and a 50% default penalty. The filing says the assigned portion could mean about 3,000,000,000 shares (capped at 4.99% of outstanding at any one time). The company also issued $173,000 of new 10% notes due January 2, 2015, convertible at $0.001 per share. The conversion price has dropped from $0.07 in 2011 to $0.001, a very large potential dilution for existing shareholders.
1 Apr 2013capital raising announcement▼ Bad
On March 19, 2013 a holder of $50,000 of company debt transferred it to a third party, and conversion was changed to a market-price formula; the company expects about 166,666,667 more shares on conversion. The company also issued a new $110,000 note on March 25, 2013 at 10% interest, convertible at $0.02 per share and due January 2, 2015. The share count expected from a $50,000 debt is much larger than in earlier rounds, which suggests (inference) that the share price has fallen.
14 Feb 2013capital raising announcement▼ Bad
On February 5, 2013 a holder of $60,000 of company debt transferred it to a third party, and conversion was changed to a market-price formula; the company expects about 50,000,000 shares on conversion. A new $59,000 convertible note was also issued to the investor (the filing dates it February 8, 2012, apparently a typo for 2013). Another round of the same dilutive financing.
8 Nov 2012capital raising announcement▼ Bad
On November 2, 2012 a holder of $40,000 of company debt transferred it to a third party, and conversion was changed to a market-price formula. The investor converted part into 13,636,364 restricted shares, sold under Rule 144, and the company expects about 25,000,000 more on conversion of the balance. A new $37,500 convertible note was also issued to the investor. Continues the pattern of repeated debt conversions.
4 Oct 2012capital raising announcement▼ BadMajor
On October 1, 2012 the company issued 813,339,192 shares, including 590,046,248 to executive officers and 144,000,000 to an entity affiliated with CEO Robert Landau. Landau received 256,871,160 shares for $321,088.95 of past-due salary, and COO Mitchel Geisler received 221,808,760 shares for $277,260.95 of past-due salary. Other shares settled expenses and debts or converted notes, and 40,800,000 shares were sold to an investor for $51,000 of new equity. This is more than a doubling of the 745,732,651 shares previously reported (before the 2012 conversions described in other filings), heavily diluting existing holders, though it converts debts into equity.
19 Sept 2012capital raising announcement▼ Bad
On September 14, 2012 a holder of $75,000 of company debt transferred it to a third party, and conversion was switched to a market-price formula. The investor converted part into 45,256,410 restricted shares, which were sold under Rule 144, and the company expects about 12,500,000 more on conversion of the balance. The company also issued a new $75,000 convertible note to the investor. The same pattern as August 2012.
6 Sept 2012capital raising announcement▼ Bad
On August 2, 2012 a holder of $150,000 of company debt transferred it to a third party, and the company changed the conversion rate to a formula based on market price. The investor converted part into 52,983,987 restricted shares, which were sold under Rule 144, and the company expects about 15,000,000 more shares on conversion of the balance. This is new share issuance to existing shareholders' dilution.
