Each one in plain English, with the numbers worked through for a shareholder.
17 July 2007financial restatement▼ BadMajor
Around June 1, 2007 the company decided its audited 2006 annual statements can no longer be relied on, because trade payables and exploration expense were understated. The restated statements were filed in a 10-KSB/A on July 9, 2007. This is a second restatement after the one covering the 2006 quarterly reports, and the filing gives no restated amounts.
On January 26, 2007 the company decided its quarterly reports for March, June and September 2006 can no longer be relied on, and said it would restate them by March 20, 2007. It had wrongly capitalized all exploration costs (treated them as assets rather than expenses) and had used incorrect inputs to value its warrants. This undermines the 2006 figures shareholders saw, and was discussed with its auditor SF Partnership.
This amendment to the March 2006 filing repeats the Durango mining concession acquisitions unchanged. The new content is that the February 17, 2006 unit sale is described as 1,000,000 units at $1.00 for $1,000,000 (Class A warrants at $2.00, Class B at $5.00), with a promise to file a resale registration statement within 45 days and cash delay payments if it is late. It adds no new transactions.
The company gave notice on August 4, 2006 ending its September 2005 joint venture with Linear Gold over the Tierra Blanca Property in Durango, Mexico, after its geologists recommended it focus resources on its other Mexican and Chinese interests. It had never exercised the option and paid no penalty, though the $45,000 and 100,000 shares given at signing are not said to be recovered. This resolves the Linear Gold thread, and the filing was made in December 2006, about four months after the termination.
Under a subscription agreement dated November 7, 2006 the company raised $500,000 by selling 500,000 units at $1.00, with Class A ($2.00) and Class B ($5.00) warrants over five years and Class C warrants for 1,000,000 shares at $1.00 over one year, which the company can force to be exercised if conditions are met. It paid its broker $35,000 and must file a resale registration statement by December 22, 2006, with penalties if it is late or not effective by March 12, 2007. Exercise of the warrants would add shares.
What it means for a shareholder
500,000 new shares at $1.00 to raise about $500,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
On September 15, 2006 the company raised another US$2,000,000 by selling 2,000,000 units at US$1.00, each with a share and warrants at $2.00 and $5.00 exercisable over two years. The proceeds are earmarked, as in June, for the Cerro Las Minitas and Sino Silver transactions and for fees and administrative costs. It continues the pattern of funding through new share issues.
What it means for a shareholder
2.0m new shares at US$1.00 to raise about US$2.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
13 June 2006capital raising announcement● NeutralMajor
In June 2006 the company raised US$3,000,000 by selling 3,000,000 units at US$1.00, each with a share and warrants at US$2.00 and US$5.00. The money is earmarked for the Cerro Las Minitas transactions, the Sino Silver transaction, and legal, accounting and administrative costs. New shares dilute existing holders, but the funds go toward the pending Sino Silver payments.
What it means for a shareholder
3.0m new shares at US$1.00 to raise about US$3.0m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
24 Mar 2006asset acquisition disposition● NeutralMajor
On March 21, 2006 the company agreed to buy Sino Silver Corp.'s 60% interest in Sanhe Sino-Top Resources and Technologies, which holds exploration and mining rights to 9 properties in the Erbaohuo Silver District, for US$650,000 plus 4,000,000 restricted shares. US$150,000 was paid at closing, US$100,000 is due May 20, 2006, and US$400,000 plus the shares are due once Chinese provincial approval is received. The company also committed about US$1,300,000 of 2006 spending on the properties. This builds on the April 2005 Sino Silver deal and widens the China holding from a share of sale proceeds on one property to a majority stake in a company holding nine.
20 Mar 2006asset acquisition disposition● NeutralMajor
In March 2006 the company's Mexican subsidiary acquired mining rights to 16 concessions in Guadalupe, Durango, each including an operating mine: 10 from Jaime Muguiro Pena for US$799,000 payable over three years, 5 from Ramon Tomas Davila Flores for US$245,000 plus 110,000 shares, and 1 (Puro Corazon) from Minera Real Victoria for US$400,000 plus 2,000,000 shares, with a further US$50,000 paid to the owner Silvia Villasenor Haro and an option to buy the concession outright for US$2,000,000 or US$3,000,000. Pena may keep taking up to 30 tons of ore per day until he is paid in full. The company also sold 1,000,000 units at $1.00 for $1,000,000 on February 17, 2006, each with warrants at $2.00 and $5.00. This adds Mexican operating-mine interests and creates payment commitments over the next three years.
Auditor Moore Stephens Cooper Molyneux LLP resigned on January 24, 2006 because it was ending its registration with the PCAOB, and the board engaged SF Partnership LLP of Toronto as the new auditor. Moore Stephens' reports for 2003 and 2004 and the 2005 interim periods carried going-concern doubt, which this filing restates, and the filing reports no disagreements with the firm.
On November 30, 2005 the company signed an agreement with Dutchess Private Equities Fund letting it sell up to $10,000,000 of its common stock over three years, starting once the SEC approves a registration statement covering the shares. Each sale is priced at 95% of the lowest closing bid in the five trading days after the company's notice, and the fund's obligation to buy depends on an effective registration statement and continued OTC Bulletin Board trading. For shareholders, this is a possible source of funding that would mean issuing new shares; nothing has been sold yet under it.
31 Oct 2005asset acquisition disposition● NeutralMajor
The company signed a joint venture agreement on September 7, 2005 with Linear Gold giving it an option to acquire 55% of the Tierra Blanca Property in Durango, Mexico (Linear Gold would keep 45%). It paid Linear Gold $45,000 and issued 100,000 shares at signing, with further payments of $75,000 and $110,000, 500,000 more shares, and work spending of $150,000, $200,000 and $500,000 over three years needed to exercise; it can end the obligations on thirty days' notice. It also sold 2,600,000 shares at $0.10 for $260,000 in September 2005. This is the company's first asset outside China, following the April 2005 Sino Silver deal.
Now named Silver Dragon Resources, the company signed a deal on April 14, 2005 with Sino Silver Corp. to acquire 50% of Sino Silver's interest in net proceeds from any sale of minerals or mining rights from the Aobaotugounao property in China's Erbaohuo Silver District. It pays US$350,000 over two years (US$150,000 paid at closing) plus 250,000 restricted shares, with another 250,000 due in one year. It also sold 3,000,000 restricted shares at $0.10 for $300,000. This is the company's move into silver exploration after its earlier entertainment attempts.
On November 3, 2003 the company, signing as American Entertainment & Animation Corporation under CEO Marc Hazout, ended Moore Stephens, P.C. as auditor and hired Moore Stephens Cooper Molyneux LLP of Toronto. The reason given is that Moore Stephens' application for approval by the Public Company Accounting Oversight Board had not been approved, so it could not sign the audit reports. The filing notes Moore Stephens' reports for 2001 and the 2002 interim periods raised substantial doubt about the company's ability to continue as a going concern, and reports no disagreements.
20 Feb 2003asset acquisition disposition▼ BadMajor
A filing signed by Cyper-side directors disputes the September 2002 report, saying the cancellation of Cyper's 20,000,000 shares came from a board meeting without proper notice and that the claim of Cyper's default was wrong. It says the Cyper assets remain with the company, Cyper is the majority shareholder, and Duk Jin Jang, John Hyoki Chung and Jason Chung remain in office, with the Quilliam and Hazout appointments declared void. This contradicts the September 2002 rescission and leaves control of the company contested in the filings.
On September 4, 2002 the company, now named American Entertainment and Animation Corporation, said it rescinded the Cyper acquisition because Cyper failed to provide certain funding needed for public reporting. The 20,000,000 shares issued for Cyper were cancelled, leaving 14,198,649 outstanding, Cyper's directors were removed, and Pierre Quilliam became chairman with 34% of votes. This reverses the April 2002 deal; the company says it is again looking for a reverse merger or acquisition.
An amended filing on the Cyper acquisition, with the same deal terms (20,000,000 shares, 30,389,151 outstanding). It adds pro forma financial statements and exhibits including the share exchange agreement and the auditor's consent. No new deal terms are given in the text shown.
7 May 2002asset acquisition disposition● NeutralMajor
On April 22, 2002 the company bought all of Cyper Entertainment, a Seoul-based 3D animation company, for 20,000,000 restricted shares valued at $0.05 each. Cyper's main shareholder Duk Jin Jang now holds 30% of votes and shares outstanding rise to 30,389,151. This follows the earlier search for a new business after the electric car operations closed; the filing says the company needs to raise financing to operate Cyper, with no guarantee of success.
The electric car subsidiary, California Electric Automobile Company, gave three electric cars to EFM Venture Group on February 15, 2002 and received a full release from EFM's $12,700 of promissory notes plus $1,250. The filing also says the subsidiary closed its Temecula, California premises because it did not earn enough to meet its obligations, and the company is now seeking a reverse merger or acquisition, with no assurance one will be found.
A second amendment to the auditor-change filing. It restores the July 31, 2001 resolution date, says Weinberg was told on August 3, 2001, extends the no-disagreements period to August 3, 2001, and attaches Weinberg's letter dated August 31, 2001. The switch to Moore Stephens is unchanged.
An amended version of the August 2001 auditor-change filing. It changes the board resolution date to July 24, 2001 (the original said July 31), extends the no-disagreements period to July 30, 2001, and attaches Weinberg & Company's letter to the SEC. The change to Moore Stephens is unchanged.
The company, then called American Electric Automobile Company, said its board chose not to renew Weinberg & Company as auditor and hired Moore Stephens, P.C. on August 3, 2001. The filing says the prior audit reports had no adverse opinion and there were no disagreements with Weinberg; it was still waiting on Weinberg's letter to the SEC.