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.
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.
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.
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).
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.
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.
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.
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.
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.
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).
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.