Each one in plain English, with the numbers worked through for a shareholder.
6 Sept 2013capital raising announcement▼ Bad
On September 5, 2013 the company sold 500,000 shares at $0.02 per share for $10,000 to one private investor (the filing's header lists September 3 as the event date, but the text gives September 5). Same price and size as the August sale, continuing small dilutive raises.
What it means for a shareholder
500,000 new shares at $0.020 to raise about $10,000. That's 0.243% dilution: every existing holder's slice gets 0.243% smaller. If you held $1,000 of shares (50,000 at the issue price), your slice goes from 0.0244% to 0.0243% of the company. To keep it you'd need 122 more shares - about $2 at the issue price.
On August 21, 2013 the company sold 500,000 shares at $0.02 per share for $10,000 to one private investor. The price is back up from $0.018 in late July but still well below 2012 levels; new shares dilute existing holders.
What it means for a shareholder
500,000 new shares at $0.020 to raise about $10,000. That's 0.243% dilution: every existing holder's slice gets 0.243% smaller. If you held $1,000 of shares (50,000 at the issue price), your slice goes from 0.0244% to 0.0243% of the company. To keep it you'd need 122 more shares - about $2 at the issue price.
On July 29, 2013 the company sold 555,555 shares at $0.018 per share for $10,000 to one private investor. The price is lower again than the $0.02 sale eleven days earlier, so more shares are issued for the same $10,000.
What it means for a shareholder
555,555 new shares at $0.018 to raise about $10,000. That's 0.27% dilution: every existing holder's slice gets 0.27% smaller. If you held $1,000 of shares (55,556 at the issue price), your slice goes from 0.0271% to 0.027% of the company. To keep it you'd need 150 more shares - about $3 at the issue price.
On July 18, 2013 the company sold 500,000 shares at $0.02 per share for $10,000 to one private investor. Another small raise at a price slightly below the June 2013 sale, diluting existing holders.
What it means for a shareholder
500,000 new shares at $0.020 to raise about $10,000. That's 0.243% dilution: every existing holder's slice gets 0.243% smaller. If you held $1,000 of shares (50,000 at the issue price), your slice goes from 0.0244% to 0.0243% of the company. To keep it you'd need 122 more shares - about $2 at the issue price.
On June 12, 2013 the company sold 455,000 shares at $0.022 per share for $10,010 to one private investor. The price is lower than the $0.03 sale of May 2013, continuing the pattern of small raises at falling prices and dilution.
What it means for a shareholder
455,000 new shares at $0.022 to raise about $10,010. That's 0.222% dilution: every existing holder's slice gets 0.222% smaller. If you held $1,000 of shares (45,455 at the issue price), your slice goes from 0.0223% to 0.0222% of the company. To keep it you'd need 101 more shares - about $2 at the issue price.
On May 24, 2013 the company sold 400,000 shares at $0.03 per share for $12,000 to five private investors. This is below the $0.05 price of the 2012 placements, so the company is raising small amounts at a lower price and issuing more shares per dollar; new shares dilute existing holders.
What it means for a shareholder
400,000 new shares at $0.030 to raise about $12,000. That's 0.195% dilution: every existing holder's slice gets 0.195% smaller. If you held $1,000 of shares (33,333 at the issue price), your slice goes from 0.0163% to 0.0163% of the company. To keep it you'd need 65 more shares - about $2 at the issue price.
On April 2, 2013 the company dismissed its auditor Borgers & Cutler CPAs PLLC and engaged B F Borgers CPA PC for the rest of fiscal 2013. B&C's reports for 2012 and 2011 both carried going-concern paragraphs, continuing the earlier going-concern warnings; the filing reports no disagreements with B&C and attaches B&C's letter as Exhibit 16.1. No reason for the change is stated.
On November 23, 2012 the company sold 2,400,000 shares at $0.05 per share for $120,000 to one private investor. Two days after a $10,000 placement, this continues the 2012 pattern of raising cash at $0.05 and diluting existing holders.
What it means for a shareholder
2.4m new shares at $0.050 to raise about $120,000. That's 1.2% dilution: every existing holder's slice gets 1.2% smaller. If you held $1,000 of shares (20,000 at the issue price), your slice goes from 0.00992% to 0.0098% of the company. To keep it you'd need 238 more shares - about $12 at the issue price.
On November 21, 2012 the company sold 200,000 shares at $0.05 per share for $10,000 in total to two private investors. A very small raise at the same price as earlier 2012 placements.
What it means for a shareholder
200,000 new shares at $0.050 to raise about $10,000. That's 0.0991% dilution: every existing holder's slice gets 0.0991% smaller. If you held $1,000 of shares (20,000 at the issue price), your slice goes from 0.00992% to 0.00991% of the company. To keep it you'd need 20 more shares - about $1 at the issue price.
On August 17, 2012 the company sold 2,000,000 shares at $0.05 per share for $100,000 in total to two private investors. Another cash raise at the same $0.05 price as January 2012, diluting existing holders.
What it means for a shareholder
2.0m new shares at $0.050 to raise about $100,000. That's 0.992% dilution: every existing holder's slice gets 0.992% smaller. If you held $1,000 of shares (20,000 at the issue price), your slice goes from 0.01% to 0.00992% of the company. To keep it you'd need 200 more shares - about $10 at the issue price.
On January 25, 2012 the company sold 2,040,000 shares at $0.05 per share for $102,000 in total to four private investors. This is priced above the $0.04 deal two weeks earlier but still below the 2010-2011 placements at $0.07 to $0.08; new shares dilute existing holders.
What it means for a shareholder
2.0m new shares at $0.050 to raise about $102,000. That's 1.0% dilution: every existing holder's slice gets 1.0% smaller. If you held $1,000 of shares (20,000 at the issue price), your slice goes from 0.0104% to 0.0103% of the company. To keep it you'd need 212 more shares - about $11 at the issue price.
On January 10, 2012 the company agreed to sell 5,000,000 shares at $0.04 per share for $200,000 to one private investor, payable by January 11, 2012. The price is half the $0.08 of the 2010-2011 placements, so the company is now raising money at a lower price and issuing more shares per dollar.
What it means for a shareholder
5.0m new shares at $0.040 to raise about $200,000. That's 2.5% dilution: every existing holder's slice gets 2.5% smaller. If you held $1,000 of shares (25,000 at the issue price), your slice goes from 0.013% to 0.0126% of the company. To keep it you'd need 649 more shares - about $26 at the issue price.
On August 25, 2011 the company dismissed its auditor Cordovano and Honeck LLP because the PCAOB notified the firm that Sam Cordovano will receive a permanent bar, so the firm can no longer audit public companies. The board engaged Borgers & Cutler CPAs PC for the rest of fiscal 2011. The firm's 2010 and 2009 reports carried going-concern paragraphs, continuing the earlier going-concern warnings; no disagreements with the former auditor were reported.
15 Mar 2011capital raising announcement● NeutralMajor
On March 9, 2011 the company agreed to sell 4,375,000 shares at $0.08 per share for $350,000 to one private investor, payable by March 10, 2011. A sizeable cash raise at the same price as earlier placements; new shares dilute existing holders.
What it means for a shareholder
4.4m new shares at $0.080 to raise about $350,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On March 1, 2011 the company and a purchaser mutually terminated the May 4, 2010 agreement to sell 5,000,000 shares in installments. Only one $10,000 installment was paid and the matching shares delivered, so the rest of that placement will not happen. This appears to be one of the two investors in the May 2010 $800,000 placement (inference, from the May 4, 2010 date and 5,000,000-share size), meaning less cash than the $800,000 originally agreed.
On December 22, 2010 the company agreed to sell 2,500,000 shares at $0.08 per share for $200,000 to one private investor, paid in installments: $50,000 on January 7, $50,000 on February 4 and $100,000 on March 4, 2011. Unlike the recent placements paid at once, cash arrives only as installments are paid.
What it means for a shareholder
2.5m new shares at $0.080 to raise about $200,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On November 4, 2010 the company agreed with three private investors, and on November 5 sold, 2,000,000 shares at $0.08 per share for $160,000 in total. Another cash raise at the same price, diluting existing holders.
What it means for a shareholder
2.0m new shares at $0.080 to raise about $160,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
1 Nov 2010capital raising announcement● NeutralMajor
On October 27, 2010 the company agreed to sell 5,250,000 shares at $0.08 per share for $420,000 to one private investor, payable by October 29, 2010. This is the largest single cash placement in this run of small sales; new shares dilute existing holders.
What it means for a shareholder
5.3m new shares at $0.080 to raise about $420,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On October 20, 2010 the company agreed to sell 2,142,857 shares at $0.07 per share for $150,000 to one private investor, payable the same day. The price is below the $0.08 of recent placements, so this raise is at a lower price per share than the earlier ones.
What it means for a shareholder
2.1m new shares at $0.070 to raise about $150,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On October 19, 2010 the company agreed to sell 250,000 shares at $0.08 per share for $20,000 to one private investor, payable by October 20, 2010. A further small placement in the ongoing series.
What it means for a shareholder
250,000 new shares at $0.080 to raise about $20,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On September 24, 2010 the company agreed to sell 375,000 shares at $0.08 per share for $30,000 to one private investor, payable by September 25, 2010. Another small cash raise at the same price, diluting existing holders slightly.
What it means for a shareholder
375,000 new shares at $0.080 to raise about $30,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On September 3, 2010 the company agreed to sell 625,000 shares at $0.08 per share for $50,000 to one private investor, payable by September 7, 2010. It continues the series of small private placements at $0.08; new shares dilute existing holders.
What it means for a shareholder
625,000 new shares at $0.080 to raise about $50,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On September 2, 2010 the company agreed to sell 250,000 shares at $0.08 per share for $20,000 to one private investor, payable by September 3, 2010. This is another small cash raise at the same price as the May and August 2010 placements; new shares dilute existing holders.
What it means for a shareholder
250,000 new shares at $0.080 to raise about $20,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On August 28, 2010 the company agreed to sell 1,250,000 shares at $0.08 per share for $100,000 to one private investor, payable by August 30, 2010. This is a small cash raise at the same price as the May 2010 placement.
What it means for a shareholder
1.3m new shares at $0.080 to raise about $100,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
A company director agreed on July 23, 2010 to buy 600,000 shares at $0.083 per share for $50,000, payable on or before July 26, 2010. This is a small cash raise from an insider.
What it means for a shareholder
600,000 new shares at $0.083 to raise about $50,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
10 May 2010capital raising announcement▲ GoodMajor
The company agreed to sell 10,000,000 shares at $0.08 per share, $800,000 in total, to two private investors ($400,000 each), paid in installments from May 5 to November 15, 2010. This is a second round of installment-paid private placements after March's $0.05 deal, at a higher price; the new shares dilute holders and cash comes only as installments are paid.
What it means for a shareholder
10.0m new shares at $0.080 to raise about $800,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
The maturity of both promissory notes to CEO Walter Geldenhuys ($225,544 and $80,000) was extended to April 15, 2011. The company also announced it retained Michael McCabe of Oblon Spivak McClelland, Maier & Neustadt, LLP; the filing text gives only the press release title, not its purpose (inference: likely related to the patent interference).
Lambert Lavallee's obligation was modified a fifth time: he must pay $65,000 by April 1, 2010, $75,572.30 by May 1 and $75,572.30 by June 1, or tender 14.29 shares for cancellation per $1 unpaid. The $65,000 April 1 payment has been paid, the first payment confirmed in the filings so far.
16 Mar 2010capital raising announcement● NeutralMajor
The company agreed to sell 10,000,000 shares at $0.05 ($500,000 total) to two private investors, paid in installments from March 12 to June 15, 2010, replacing some of the cash the failed Lion Share deal was meant to bring. It also disclosed that on March 9, 2010 the USPTO declared a patent interference between its application 09/351,542 (senior party) and Allvoice Developments' patent 5,799,273 (junior party), in which Allvoice must prove it invented first. The outcome is not stated; new shares dilute existing holders.
What it means for a shareholder
10.0m new shares at $0.050 to raise about $500,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
15 Jan 2010material agreement termination▼ BadMajor
The $5,000,000 Lion Share Capital note for 16,000,000 shares was never paid: no payments were made, the company declared default on December 10, 2009, and on January 11, 2010 it foreclosed on the pledged shares and cancelled the note and the Purchase Agreement. This resolves the Lion Share thread negatively: the expected $5,000,000 never arrived, though the company took back the pledged shares (the filing does not say they were cancelled).
