Past year: ▲ 0%(0.00c – 0.00c USD)
Each one in plain English, with the numbers worked through for a shareholder.
20 Feb 2014auditor change● Neutral
A second amendment repeats the Trafalgar debt cancellation and RBSM resignation and adds the required auditor disclosures: no disagreements, no past adverse opinions or disclaimers, and a valid 2012 audit opinion. It also says the company has reached out to the former auditor without a response, and still has no new auditor named.
10 Jan 2014auditor change● Neutral
This amendment repeats the January 2 report of the Trafalgar debt cancellation (about $2,574,178 cancelled, replaced by a $250,000 six-month 6% note) and the RBSM resignation, and attaches the resignation letter as Exhibit 99.1. It adds no new facts.
2 Jan 2014auditor change▲ GoodMajor
Effective December 30, 2013 the company and Trafalgar Capital (in liquidation) agreed to cancel all outstanding bonds, debentures and loan notes from 2008-2010, about $2,574,178 of accrued debt and interest, and replace them with a new $250,000 six-month note at 6% from January 1, 2014. This largely clears the Trafalgar convertible debt that had threatened dilution. Separately, RBSM LLP resigned as auditor on December 10, 2013 because the company could no longer rely on it to work in a timely and sufficient manner; no new auditor is named yet.
3 Oct 2013financial restatement▼ BadMajor
On September 30, 2013 the company concluded its unaudited 2012 annual and quarterly financial statements are wrong and should not be relied on, and plans to amend them. Shares recorded as issued to third parties for services and an asset deposit were in fact held by the company's sole officer and director, and shares recorded as reducing debt were not delivered to the debt holder. The holder of a convertible debenture did not confirm a $200,000 reduction and says the debenture is unchanged; the company has hired lawyers to try to recover the shares or money. Eric Radtke now signs as CEO and President, replacing William Lieberman.
17 Jan 2013capital raising announcement● NeutralMajor
On January 11, 2013 the company signed a Securities Exchange Agreement under which Copper Island Mines received 30,000,000 restricted shares of the company in exchange for 125 Class C shares of Copper Island. This follows the June 2012 letter of intent, which had spoken of 1,500,000 shares; the filing does not say what percentage of Copper Island the 125 shares represent. Issuing 30,000,000 shares dilutes existing holders (inference).
2 July 2012material agreement● NeutralMajor
Effective June 30, 2012 the board authorised a letter of intent to acquire a 20% interest in Copper Island Mines Ltd., a private British Columbia copper explorer with a 3,000-hectare property near Campbell River, with a definitive agreement proposed within about ninety days. The company is to give 1,500,000 restricted shares on signing, and the price for the 20% stake is still to be set in later talks. This is a new business direction after the earlier Ecuador, diamond and Mexico plans; the historical resource figures are labelled for reference only.
29 Mar 2012auditor change● Neutral
On March 14, 2012 Egeberg resigned as auditor, saying he could no longer handle the workload, and the company engaged RBSM LLP for the fiscal year ended December 31, 2011. This is the third auditor since early 2011; the filing reports no disagreements.
16 May 2011auditor change▼ BadMajor
An amended filing adds that the former auditor withdrew its opinion on fiscal 2009 because later information called a significant transaction into question (the filing does not name the transaction). The company says the 2009 10-K and the June and September 2010 10-Qs can no longer be relied on and will be restated with reviewed or audited statements. This goes beyond the earlier unpaid-fees explanation for the resignation.
11 May 2011auditor change● Neutral
On May 9, 2011 the company appointed Eugene M. Egeberg, CPA as its new auditor, replacing Child, Van Wagoner & Bradshaw, and said it will work with him to bring its delinquent SEC filings up to date. This follows the February 2011 resignation over unpaid fees.
12 Apr 2011auditor change▼ BadMajor
The company accepted the resignation of its auditor, Child, Van Wagoner & Bradshaw, effective February 8, 2011 (reported April 12, 2011) because the company could not pay the audit and review fees owed. The auditor's reports on 2009 and 2010 carried a going-concern doubt, and the company said it would discuss a resolution of the fees and seek a replacement if that fails.
28 Jan 2011capital raising announcement▼ BadMajor
On January 22, 2011 the board approved settling a $100,000 debt owed to Charms Investments (a July 1, 2009 loan convertible at $0.001 per share) by issuing 100,000,000 shares to William Lieberman, the company's President/CEO, to whom Charms assigned the debt. After this, the filing shows 186,231,500 shares outstanding, with Lieberman holding 100,100,000 (53.7%), Compania Minera del Pacifico 16,500,000 (8.8%), and Benstole Investment and Phillip C. Smith 10,000,000 each (5.3%). This settles part of the Charms borrowing noted earlier (the context showed $175,000 disbursed, so the remainder is not addressed here) and gives the CEO majority control; existing shareholders are diluted (inference from the share count).
11 June 2010material agreement● NeutralMajor
On June 3, 2010 the board approved a non-binding letter of intent to acquire 100% of Fairfields Gold S.A. de C.V., a Mexican private company exploring for gold and silver in central Mexico. A definitive agreement would involve a $160,000 cash deposit and let Fairfields Gold appoint additional board members; closing is targeted for about July 15, 2010 after a 15-day due diligence period in which either side can terminate. The company's address is now Hollywood, Florida and Jeffrey Sternberg signs as President/CEO, replacing William Lieberman. The press release says the deal remains subject to due diligence and final documents.
10 Dec 2009material agreement termination● NeutralMajor
On December 5, 2009 the company terminated its September agreement to buy Bozel S.A. from Wellgate. A British Virgin Islands court order of September 24, 2009 in a case brought by Crastvell Trading Limited had temporarily barred Wellgate from transferring the Bozel shares. The filing says neither side owes penalties. The $80 million stock deal and $20 million loan will not go ahead.
12 Nov 2009capital raising announcement▼ Bad
On November 6, 2009 the company took another $210,000 loan from Trafalgar, again through a debenture convertible into stock at the lower of the closing-date average price or a 15% discount to the lowest closing price in the five trading days after conversion. Repeats the October loan's terms; the filing does not state a use of funds.
13 Oct 2009capital raising announcement▲ GoodMajor
On October 12, 2009 the company borrowed $210,000 from Trafalgar through a debenture that Trafalgar can convert into company stock at the lower of the closing-date average price or a 15% discount to the lowest closing price in the five trading days after conversion. This can dilute existing shareholders (inference from the conversion terms). The filing says the proceeds paid past-due mortgage payments, so the Ecuadorian properties, including the Muluncay mine, are no longer in danger of foreclosure, resolving a risk flagged in an October 2, 2009 filing.
30 Sept 2009material agreement● NeutralMajor
On September 24, 2009 the company agreed to buy 100,000,000 Global Diamond Resources shares (32.12% of the company) from Samaza Limited for £15,000,000, to be paid by issuing Convertible Loan Notes. This would greatly increase its diamond holding beyond the 3.2% stake bought in July.
30 Sept 2009material agreement● Neutral
An amendment to the July 2009 filing corrects the Global Diamond Resources stake: the 10,000,000 shares bought for £1,500,000 are 3.2% of Global Diamond, not the 10% stated originally. The price and share count are unchanged.
15 Sept 2009material agreement● NeutralMajor
On September 8, 2009 the company agreed with Wellgate International Limited to buy up to 100% of Bozel S.A. (Luxembourg) for $80,000,000 of company stock, plus a $20,000,000 one-year loan to Bozel at no more than 14% interest. Completion requires buying at least 66% of Bozel and finishing due diligence. The price is very large relative to the company's earlier deals.
4 Sept 2009debt financing● Neutral
On August 27, 2009 Charms Investments, LTD agreed to lend the company up to $500,000 at 8% a year; $175,000 had been paid out by the filing date. Adds to the company's debt alongside the Trafalgar and Benbrack loans.
23 July 2009material agreement▲ GoodMajor
On July 17, 2009 the company's subsidiary Ayapamba agreed to buy 99% (799 of 800 shares) of Compania Minera Santafemining S.A. from William W. Magers for $1,631,844, with completion expected in August 2009. Santafemining processes rock and sand tailings, has run at 80 tons per day since 2007 and is being expanded by 70 tons, and sits about one kilometer from the Muluncay operation.
9 July 2009material agreement● NeutralMajor
On July 1, 2009 the company formed a UK subsidiary, Trilliant Diamonds Limited, to run diamond exploration, which bought 10,000,000 shares of Global Diamond Resources PLC for £1,500,000. The company borrowed the same £1,500,000 from Benbrack Charkit Limited at 12% a year to pay for it. This moves the company into diamonds on top of its Ecuadorian gold work. The stake size was later restated in an amendment.
9 July 2009material agreement● Neutral
On July 1, 2009 the company bought 799 of the 800 shares of Compania Minera Ayapambagold S.A., an Ecuadorian company, from William Magers for $799. The filing says Ayapamba has no assets and no substantial operations; it was used as the buyer in the later Santafemining deal.
20 May 2009material agreement● Neutral
On May 15, 2009 the company secured a $300,000 loan from Trafalgar Capital Specialized Investment Fund, described as a major stockholder, through a securities purchase agreement and redeemable debenture. The filing gives no interest rate or repayment terms.
31 Mar 2009asset acquisition disposition● NeutralMajor
On March 30, 2009 the company bought 100% of Compania Muluncaygold Corp. S.A., an Ecuadorian gold mining concession (the Muluncay Project), from Compania Minera del Pacifico (MDP), paying with a $3,600,000 promissory note at 4.5% interest. Repayment starts only once the mine reaches 400 tons per day. The company also released MDP from a $1,195,000 debt plus interest and agreed to invest $1,800,000 in Muluncaygold ($800,000 within 90 days, $1,000,000 within 180 days). The deal replaces an October 15, 2008 asset purchase agreement with MDP, which owned about 32% of the company's stock. The filing says the company was a shell company immediately before the deal.
22 Feb 2008material agreement▲ GoodMajor
On February 18, 2008 the Blackedge claims purchase was amended: the installment schedule and the $500,000 cash payment were removed, so the whole price is now 10,000,000 shares, paid once all claims are transferred, due on or before February 28, 2008. Filed under the new name Trilliant Exploration Corporation. This reduces the cash the company must pay but the share count stays the same.
9 Nov 2007material agreement● NeutralMajor
The company (then named Project Development Pacific, Inc.) agreed to buy 80 mineral claims covering 99,240 hectares in ten Townships from Blackedge Strategic Capital and Consulting Ltd. for 10,000,000 company shares plus $500,000, paid in ten installments by June 30, 2008. Blackedge also gets a 3% Net Smelter Royalty. This is the company's first mineral asset deal in the record.
