8 June 2010securities registration● Neutral
UNIVERSAL GOLD MINING CORP. filed notice of an exempt private placement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
27 May 2010capital raising announcement● NeutralMajor
Now named Universal Gold Mining Corp., the company completed the first closing of a private placement on May 24, 2010, selling 23,000,000 shares at $0.10 for $2,300,000 with no commissions paid. Up to 30,000,000 shares plus a 5,000,000 over-allotment may be sold, and investors have registration rights with cash penalties if the company misses filing deadlines. New shares dilute existing holders. (The filing does not explain the name change or what became of the Diamond Sports plan.)
What it means for a shareholder
23.0m new shares at $0.100 to raise about $2.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
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16 Oct 2009late filing notice▼ Bad
UNIVERSAL GOLD MINING CORP. notified the SEC that its quarterly report would be filed late.
11 Sept 2009auditor change● Neutral
Amendment No. 2 to the August 2009 auditor-change report repeats the Moore & Associates resignation and PCAOB revocation details. It adds no new facts beyond the earlier amendment, apart from dropping the non-reliance section.
11 Sept 2009auditor change● Neutral
The company dismissed Seale and Beers on September 9, 2009, having issued no reports, and engaged GBH CPAs, PC on September 10, 2009 for fiscal 2009. This is the replacement auditor needed after the Moore & Associates revocation; the filing reports no disagreements with Seale and Beers.
10 Sept 2009auditor change▼ BadMajor
The company disclosed that the PCAOB revoked Moore & Associates' registration on August 27, 2009, so its 2008 audit can no longer be used and the fiscal 2008 financial statements must be re-audited by a PCAOB-registered firm. The company intends to file amended 10-K financials once re-audited, which continues the auditor change and means its previously audited 2008 numbers cannot currently be relied on for SEC filings.
13 Aug 2009auditor change● Neutral
Auditor Moore & Associates Chartered resigned on August 7, 2009, and Seale and Beers, CPAs was engaged the same day. The prior audit report for fiscal 2008 carried a going concern qualification, and the filing reports no disagreements with the former auditor.
15 July 2009late filing notice▼ Bad
UNIVERSAL GOLD MINING CORP. notified the SEC that its quarterly report would be filed late.
20 Apr 2009material agreement● Neutral
This amendment only refiles the September 2008 securities purchase agreement in unredacted form; nothing else in the earlier report changes. The filing carries no new business substance. The company's address is now c/o Gottbetter & Partners and the signer is David Rector as President, which differs from the earlier filings signed by Linda Farrell.
15 Sept 2008debt financing● NeutralMajor
The company closed $500,000 of 0% secured convertible notes with one investor (up to $1,000,000 possible) and lent the proceeds to Diamond Sports & Entertainment, a private minor league baseball company it is contemplating merging with. No definitive merger terms are agreed and neither side is bound to proceed. The notes mature in 15 months, convert at $1.00 per unit (one share plus a half warrant at $2.00), and carry full ratchet anti-dilution protection, which could dilute shareholders; Gottbetter Capital Markets took a 10% commission.
18 Apr 2008capital raising announcement● NeutralMajor
The company (then named Rite Time Mining, Inc.) changed its name to Federal Sports & Entertainment, Inc. on April 14, 2008, and raised its authorized common shares from 75,000,000 to 300,000,000, adding 10,000,000 preferred shares. It also issued 2,255,000 shares to its President and sole director Linda Farrell for services, approved a 2,000,000-share 2008 Equity Incentive Plan, and approved a 2-for-1 forward stock split payable April 28, 2008. Existing shareholders face dilution from the new shares and plan, though the split itself does not change their percentage ownership.
10 Oct 2007securities registration● Neutral
UNIVERSAL GOLD MINING CORP. filed the final prospectus for a registered offering.
17 July 2007late filing notice▼ Bad
UNIVERSAL GOLD MINING CORP. notified the SEC that its quarterly report would be filed late.
27 Feb 2007securities registration● Neutral
UNIVERSAL GOLD MINING CORP. registered a small-business securities offering with the SEC.