History
A shell company that pivoted into gold, raised about $5.2 million in 2010, saw its Hemco and Toldafria projects fall away, and stopped SEC reporting in 2013.
2008-2009: A shell looks for a business
The company began as Rite Time Mining, Inc. In April 2008 it renamed itself Federal Sports & Entertainment, Inc., raised its authorized common shares from 75,000,000 to 300,000,000 and added 10,000,000 preferred shares. It issued 2,255,000 shares to its President and sole director, Linda Farrell, for services, approved a 2,000,000-share incentive plan and approved a 2-for-1 forward share split.
In September 2008 it closed $500,000 of 0% secured convertible notes, with up to $1,000,000 possible. The notes ran for 15 months and converted at $1.00 per unit, each unit being a share plus a half warrant at $2.00. They also had full ratchet protection, meaning a cheaper later share sale would reset the conversion price. The company lent the money to Diamond Sports & Entertainment, a private minor league baseball company it was considering merging with. No merger terms were agreed, and the filings never say what became of the plan or the notes.
In September 2009 the company disclosed that the US audit regulator had revoked the registration of its auditor, Moore & Associates. Its 2008 accounts therefore had to be audited again. The record then goes quiet for several months.
2010: New name, new money, a first mining move
By May 2010 the company was called Universal Gold Mining Corp. The filings do not explain the name change. It began a private placement, selling 23,000,000 shares at $0.10 in May and 14,750,000 more in June. That brought in $3,775,000 from 37,750,000 shares, with no commissions paid.
In June 2010 its Cayman subsidiary paid £680,000 (about US$1,028,000) for a convertible loan note and warrants in Kolar Gold Plc, which has a gold exploration agreement in India. The company also received an option to buy Kolar shares from Grafton Resource Investments. In August the option was reworked to cover up to 16,535,000 Kolar shares, paid for in company shares and warrants rather than cash. The company could instead sell the note and warrants back to Grafton for £680,000. Grafton held about 2.3% of the company, and two directors had links to Grafton or its noteholders. The filings do not say how the option ended.
In September and October the company sold 3,062,500 more shares at $0.40, raising $1,225,000 to look for mineral properties to buy. Shares on issue stood at 93,012,500 at the end of 2010.
2010-2011: Hemco and Toldafria
In December 2010 the company announced plans to raise up to $80 million of convertible preferred shares. The money was to buy RNC (Hemco) Limited under an option agreement. The deal did not close by February 15, 2011, so the option was dropped and the raising was abandoned.
In May 2011 the Cayman subsidiary sold its option on the Toldafria gold project in Colombia to Rio Novo Gold Inc. It received $902,082 in cash and 500,000 Rio Novo shares, with 766,667 more shares possible if Colombian conditions are met. The company agreed not to acquire mineral rights within 10 km of the project for two years. It estimated a loss of $659,968 on the sale. David Cather signed as interim CEO, replacing David Rector.
2012-2013: Winding down
By February 2012 the company held 425,000 Rio Novo shares, and its offices had moved to London. Craig Niven was acting as interim CEO and interim CFO. Share numbers did not change over 2011 and 2012. On March 18, 2013 the company suspended its duty to file periodic reports with the SEC. At that date it held no mining project in the filings, and its plans were not stated.
Written from the 12 story beats below (2008 to 18 Mar 2013), which come from the company's own announcements and filings.