Each one in plain English, with the numbers worked through for a shareholder.
17 May 2012material agreement▼ BadMajor
The company agreed to assign $233,097.70 (April 23, 2012) and $500,000 (May 11, 2012) of notes originally issued August 10 and December 2, 2011 to an unaffiliated third party, with the same investor-friendly terms as before: conversion at a 45% discount to market, 12% interest, 50% prepayment premium, and 24.99% default interest. The filing says the assigned portion could mean about 150,000,000 new shares (capped at 4.99% of outstanding at any one time). It also issued $225,000 and $495,000 of new 10% notes due January 2, 2013, convertible at $0.02 per share, well below the $0.05–$0.07 earlier conversion prices. This continues the dilution trend.
In December 2011 an officer advanced $100,000 interest-free (repayable within 12 months) and a company controlled by an officer advanced $153,000 at 10%, convertible at $0.05, due January 2, 2013. Separately, $500,000 of a note first issued January 2, 2011 was assigned to a third party, and the company agreed to terms that favour the new holder: conversion at a 45% discount to market, 12% interest, maturity December 2, 2012, and 24.99% default interest. Fully converted, the principal could mean about 50,000,000 new shares (capped at 4.99% of outstanding shares at any one time); $50,000 was converted on December 2, leaving $450,000 plus interest. This is likely to dilute existing shareholders.
Three things: the company issued about $219,000 of 10% notes due August 10, 2013, convertible at $0.07 per share; Nevada Rae Gold leased additional adjacent claims in Crescent Valley, Nevada (4% gross royalty or $0.50 per yard of gravels, whichever is greater, $20,000 annual minimum advance royalty, 10-year term); and on September 9, 2011 Pilot Metals paid $450,000 and elected to exercise its 24-month option on Project W. The option payment moves the Pilot Metals deal forward from the diligence stage. Shares outstanding remain 745,732,651.
On May 12, 2011 Pilot Mountain Resources and Pilot Metals agreed to extend by 100 days the diligence period on the February 2011 Project W option, so Pilot Mountain can bring a quiet title action in Nevada to clear possible third-party claims. The company sued Platoro West and others on April 15, 2011 over claims it acquired from Platoro in 2006; Platoro countersued on April 26 seeking to get the claims back, and the company says it will defend its rights. This delays the Project W deal and puts the claims' ownership in dispute. Shares outstanding remain 745,732,651.
This repeats the April 2011 auditor change: the company dismissed Jewett Schwartz Wolfe on April 13, 2011 so it could use a firm able to meet its timeline for filing overdue SEC reports, and engaged Silberstein Ungar, PLLC. No disagreements are reported, and this version attaches JSW's letter to the SEC as Exhibit 16.1. It adds no new business developments.
On April 1, 2011 the company issued promissory notes to investors for about $500,000, paying 10% interest and due December 31, 2013. The notes, including interest, can be converted into shares at a fixed $0.05 per share, which could add shares if converted. Shares outstanding are stated as 745,732,651.
On April 13, 2011 the company dismissed Jewett Schwartz Wolfe & Associates, saying it wanted a firm that could meet its timeline for filing overdue SEC reports, and engaged Silberstein Ungar, PLLC. No disagreements were reported, and JSW's letter to the SEC had not yet been received. This is another auditor change, and the filing itself references overdue SEC reports.
The company reports it paid the $130,000 plus interest due March 15, 2011 to Perry Crane, completing the earlier settlement of that litigation. Shares outstanding are stated as 745,732,651.
On February 10, 2011 Pilot Mountain Resources, a wholly owned subsidiary, gave Pilot Metals Inc. (a subsidiary of Black Fire Minerals) an option on the Project W tungsten claims, for $50,000 up front for 100 days of due diligence. Pilot Metals can then pay $450,000 for a 24-month option, after which it can buy the claims (total $2,000,000 plus $1,000,000 when commercial mining starts) or form a 50/50 joint venture (total $1,500,000 to the company). If it goes no further, the company receives $500,000 in total and keeps the claims. This moves the Project W thread forward.
The company settled its litigation with Komatsu Equipment Company by agreeing to pay $125,000 in cash and issue 2,000,000 restricted shares. The shares and the first $20,000 payment were already delivered, with $20,000, $25,000 and $60,000 still due in April, August and November. Shares outstanding are stated as 745,732,651.
The company disclosed that around June 1, 2009 it dismissed M&K CPAs because it had no working capital to pay for their services, and that M&K never reported on its financial statements. On October 22, 2010 it engaged Jewett Schwartz Wolfe & Associates as its new auditor. The filing reports no disagreements and says M&K had not responded to the request for a letter.
The company issued 2,000,000 restricted shares to Bullion Monarch Mining, on behalf of its subsidiary Nevada Rae Gold, to settle a $20,000 annual royalty prepayment due October 1, 2010. It also states 743,732,651 shares are now outstanding.
Crescent International agreed to convert the remaining $220,000 of its debenture into shares at $0.00495 per share, half before September 30, 2010 and the rest by March 5, 2011, with maturity extended to March 5, 2011. The balance will no longer be payable in cash, so it will become new shares for existing holders to absorb. Management says it believes this will help efforts to raise financing, with no assurance of success. The filing calls it an October 5, 2010 debenture, which appears to be a typo, as the document is dated September 2010.
On August 19, 2009 the company agreed to sell its 8,002,389 shares of Oregon Gold, Inc. and $500,000 of Oregon Gold debt to individual buyers, and to waive a further $21,986.46 owed, for $210,000 in cash in total. Closing is due by August 28, 2009 and depends on buyer due diligence and discharge of Yorkville Advisors' liens on Oregon Gold's shares and assets. The company says it keeps Nevada Rae Gold, Pilot Mountain Resources and Fernley Gold, so this exits the Oregon Gold (Bear Bench/Defiance) holding.
An amended version of the December 2008 filing: it repeats the dismissal of Robnett and engagement of M&K CPAs, and attaches Robnett's letter to the SEC. It also corrects the period covered by the no-consultation statement to the fiscal years 2007 and 2006. No new business developments.
The company ended its relationship with Robnett & Company LP, hired five months earlier, and engaged M&K CPAs PLLC on December 22, 2008. The filing says Robnett only reported on the June and September 2008 quarters and there were no disagreements. This is the second auditor change in 2008.
An amended version of the July 2008 auditor change filing. It repeats that the company ended its relationship with Mantyla McReynolds on July 21, 2008 and engaged Robnett & Company LP, with no disagreements, and adds Mantyla's letters to the SEC as exhibits. No new substance beyond the earlier filing.
On July 21, 2008 the company ended its relationship with auditor Mantyla McReynolds and engaged Robnett & Company LP. The filing says Mantyla's reports for 2006 and 2007 were unqualified and there were no disagreements.
On October 5, 2007 the company sold a $450,000 discounted convertible debenture (due October 5, 2010, convertible at $0.18) and a warrant for 450,000 shares at $0.18, receiving $300,000. The buyer already held an April 2006 debenture, and the company also got a modification from the February 2007 debenture holder to permit this deal. Its address is now Reno, Nevada.
On February 26, 2007 the company agreed with Cornell Capital Partners to issue up to $2,440,000 of 10% convertible debentures (first $1,035,000 issued) plus warrants for 6,000,000 shares at $0.216, secured by most of the assets of the company and subsidiaries, including its mining rights. It paid $540,000 to cancel the $2,900,000 debenture from April 2006, and amended terms on another April 2006 debenture. The security agreement limits other financing while the debentures are outstanding.
On April 12, 2006 the company sold $6,100,000 of discounted convertible debentures (due April 12, 2009, convertible at $1.00) with warrants for 6,100,000 shares at $0.30, receiving $3,812,500. About $3,507,500 is available after commissions, to be used partly to repay existing debt. The filing states an effective simple interest rate of 20%, a high cost of money.
The $4 million convertible debenture Pacific Gold issued in April 2005 was fully converted to shares by March 2006, and every attached warrant exercised. The debt is gone and the Black Rock Canyon gold mine it paid for is nearly built - but holders paid for both in dilution, and the company still has no producing revenue.
On December 13, 2005 the company sold another $1,500,000 of discounted convertible debentures (due December 13, 2007, convertible at $0.30) with warrants for 4,000,000 shares at $0.10, receiving $1,200,000. It also cut the exercise price on the April 2005 warrants for 3,333,333 shares from $2.125 to $0.01, which is a large dilution-friendly change for the earlier investors and follows up the April 2005 financing.
On September 8, 2005 the company dismissed Malone & Bailey as auditor and engaged Mantyla McReynolds LLC. The filing says the prior report had no adverse opinion and there were no disagreements.
22 Aug 2005capital raising announcement● NeutralMajor
Subsidiary Pilot Mountain Resources agreed with Platoro West Incorporated to acquire the Project W tungsten claims in Mineral County, Nevada, for 150,000 restricted shares plus a 2% gross royalty on mineral sales. Title to the claims passes to Pilot once an updated feasibility study is completed.
On April 7, 2005 the company, now Pacific Gold Corp., sold $4,000,000 of discounted convertible debentures due April 9, 2008, plus warrants, for $2,900,000 paid to it. After about $252,000 of costs, it planned to use roughly $2,648,000 for equipment, bonding, exploration, acquisitions, debt service and working capital. The debentures convert at $0.30 per share, so conversion would add shares for existing holders to absorb.
Only about a month after the last switch, Eric Bolin CPA resigned as auditor on January 7, 2002 and Malone & Bailey, PLLC was engaged. The filing reports no disagreements and repeats the going-concern doubt in the earlier audit reports (no established source of income).
An amendment to the December 2001 auditor-change report (Demand Financial International, the company's earlier name). It revises the description of the prior auditor's report to cover the 1999 and 2000 financial statements and adds a second letter from the departed auditor dated December 20, 2001. The change itself is unchanged.
The company, then filing as Demand Financial International, Ltd. (Toronto), reported that its auditor Simon Krowitz Bolin & Associates resigned on December 6, 2001 and Eric Bolin CPA, P.C. was engaged the same day. The filing states there were no disagreements, and the prior audit report carried a going-concern doubt because the company had no established source of income.
