Each one in plain English, with the numbers worked through for a shareholder.
28 Oct 2005asset acquisition disposition● NeutralMajor
On October 24, 2005 the company completed taking over Nanominerals Corp.'s interest in the Clarkdale Slag Project joint venture, saying it had met all its obligations, including the $690,000 repayment and the 5% royalty. An amendment clarified the royalty terms. It now has the right to earn up to a 50% interest. The 6,000,000 warrants at $0.75 promised in June became warrants for 10,000,000 shares at $0.375 for NMC and 2,000,000 for NMC's designate Clarion Finanz AG, expiring June 1, 2015. The filing says the share numbers were adjusted for the September 30, 2005 two-for-one split. Existing holders face potential dilution if the warrants are exercised. This resolves the June 2005 Clarkdale deal.
The company closed three private placements in September 2005 raising US$3.055 million in total: US$1,597,500 in Canada (3,195,000 units), US$1,350,000 in Europe through Clarion Finanz AG (2,700,000 units) and US$115,000 in the U.S. (230,000 units). Each unit is a share plus half a warrant at US$1.25 for nine months. This resolves the open question of whether the $2,000,000 funding and the Clarion placement would close. The filing says proceeds go to the Searchlight claims, the Clarkdale Slag Project and general purposes. It also reports a $180,500 reclamation cash bond, an 18-hole drilling and 40-acre pit program budgeted at about $800,000, and a 2-for-1 stock split effective September 30, 2005 (subject to NASD approval), taking shares from 26,075,000 to 52,150,000. Authorized shares rise to 400,000,000.
Ahead of the Clarkdale slag deal with Nanominerals Corp. (NMC) taking effect, the company told shareholders that three NMC nominees (Carl S. Ager, Ian R. McNeil, Robert D. McDougal) will join the board once at least 10 days have passed after the notice is mailed. K. Ian Matheson stays on the board. As of July 12, 2005 there were 19,950,000 shares outstanding, and Matheson held 13,900,002 (69.7%, including 250,000 options). This continues the June 2005 assignment agreement and shifts board control to NMC's nominees.
Phage Genomics signed an engagement letter with Clarion Finanz AG to try to raise up to 4,000,000 units at $0.50 each (a share plus half a warrant at $1.25 for nine months), with a 10% commission; the filing says there is no assurance it will complete. This follows the Clarkdale deal's $2,000,000 funding condition, and proceeds are meant for working capital and the Searchlight and Clarkdale projects. It also extended to June 30, 2005 the deadline for the restructuring required under option agreements on Searchlight-area mineral claims in Clark County, Nevada.
Phage Genomics agreed to take over Nanominerals Corp.'s interest in a May 20, 2005 joint venture with Verde River Iron Company to process copper smelter slag on about 200 acres in Clarkdale, Arizona. In return it will repay NMC $690,000, give NMC a 5% net smelter royalty on its share of production, issue 6,000,000 warrants at $0.75 for 10 years, put NMC nominees on the board as a majority, and confirm by June 25, 2005 that it has received $2,000,000 in a private placement. Under the JV terms, funding commitments of $3,000,000 and $27,000,000 are tied to later work phases. This is a new mining direction for a company that began as a bio-pharmacology business.
A second amendment to the May 2005 auditor-change filing, covering both 2004 and 2003 audits and removing the earlier wording about an adverse opinion. It now says Manning Elliott's reports were clean other than a going-concern uncertainty. The change to Kyle L. Tingle, CPA, LLC stands.
Amendment to the May 18, 2005 auditor-change filing that attaches the Manning Elliott letter to the SEC as Exhibit 16.1, which the original had promised to file later. The substance of the change to Kyle L. Tingle, CPA, LLC is unchanged.
The company, now named Phage Genomics, Inc. and based in Henderson, Nevada, engaged Kyle L. Tingle, CPA, LLC as auditor after Manning Elliott resigned on May 18, 2005, with the stated reason that operations and management are now in the United States and a U.S.-based auditor is required. The filing says no disagreements; the Manning Elliott letter was to follow. This is the third auditor in under four years.
An amended version of the October 2003 auditor-change filing, with cleaned-up wording on the absence of disagreements with BDO Stoy Hayward and an updated BDO letter dated October 31, 2003. The facts are unchanged: BDO replaced by Manning Elliott because management is in North America.
The company (now Regma Bio Technologies Inc., based in Burnaby, British Columbia) ended its engagement with BDO Stoy Hayward on October 13, 2003 and hired Manning Elliott, stating that management now operates in North America. BDO's report on the year ended December 31, 2002 included going-concern uncertainty; no disagreements were reported. This is the second auditor change since the 2001 Regma deal.
The company dismissed its auditor Williams & Webster, P.S. and hired BDO Stoy Hayward of London, with the filing stating the reason as the Regma reverse acquisition and the company's operations being in the UK. The dismissed auditor's reports for fiscal years ended March 31, 2001 and 2000 carried going-concern doubt, and no disagreements were reported. This follows the November 2001 Regma deal.
13 Nov 2001asset acquisition disposition● NeutralMajor
Original 8-K reporting the November 2, 2001 reverse acquisition of Regma Bio Technologies Ltd. for 25,000,000 shares (Caisey Harlingten ends with 82.91%), the disposal of Uscribble.com Writing to Lisa Zampano for no consideration, a new board and management (Rooke as CEO, Hughes as CFO), and a fiscal year-end change to December 31. The text matches the 8-K/A filed the same day.
13 Nov 2001asset acquisition disposition● NeutralMajor
On November 2, 2001, the company (then L.C.M. Equity, Inc.) issued 25,000,000 shares to Caisey Harlingten in exchange for all of Regma Bio Technologies Ltd., a UK bio-pharmacology research company, leaving him with 82.91% of 30,150,000 shares outstanding. The old subsidiary Uscribble.com Writing was given to its founder, Lisa Zampano, for no consideration, the old officers resigned and a new board and management took over, and the fiscal year-end moves from March 31 to December 31. This is an amended copy of the 8-K filed the same day, and it begins the company's new direction.
