Each one in plain English, with the numbers worked through for a shareholder.
18 Jan 2019auditor change● Neutral
On January 17, 2019 the company hired KSP Group, Inc. as its auditor for the year ended March 31, 2019, and to audit the financial statements for fiscal years ended March 31, 2013 through March 31, 2018. This is the replacement for Fruci, which left in October 2018, and continues the effort to catch up on the overdue audits.
The company and auditor Fruci & Associates II ended their relationship on October 15, 2018, less than three months after Fruci was hired on July 25, 2018. The filing says Fruci never issued a report on the financial statements and there were no disagreements. The catch-up audits of past years remain unfinished according to this filing.
Filed in September 2018, this discloses that the company terminated auditor L.L. Bradford around June 1, 2014 because the board said it lacked the funds to re-file the unreliable financial statements flagged in March 2014. It also says no reports were filed from January 1, 2014 to about June 1, 2014. On July 25, 2018 it hired Fruci & Associates II to audit fiscal 2019 and the years from March 31, 2013 to March 31, 2018. This confirms the restatement from the March 2014 filing was never completed by Bradford, and shows years of missing audited financials. The filing says Donahue resigned around December 15, 2013, whereas the earlier January 2014 filing said it was dismissed, so the accounts differ.
On March 14, 2014 the company concluded its financial statements for fiscal year ended March 31, 2013, the first three quarters of that year, and the first two quarters of fiscal 2014 should not be relied on. The errors relate to accounting for warrants issued with debt, a beneficial conversion feature of debt, and interest on convertible debt. It expects to file restated statements and to report a material weakness in internal controls. This follows the December 2012 warrant-linked notes.
The company, now reincorporated in Nevada as Universal Resources, closed a deal on February 18, 2014 to acquire at least 70% of Meekom Gold Exchange and Refinery Corp. Limited, a Solomon Islands company, by issuing 22,098,380 Series A Convertible Preferred shares. Meekom holders will own about 90% of the company, so this is a change of control that heavily dilutes existing holders. The preferred shares convert 9-to-1 only after FINRA approval, a 10-to-1 reverse split was declared, and a new board led by Michael Holbrook replaced prior directors. This replaces the earlier solar-technology direction; the filing does not say what happened to that business.
Effective January 1, 2014 the board dismissed its auditor Donahue Associates and hired L.L. Bradford. Donahue's reports for the years ended March 31, 2013 and December 31, 2012 carried a going-concern qualification, and the filing states there were no disagreements. This is the second auditor change in the period shown; the company's earlier auditor-change history is in the context.
The company (filing as Global Immune Technologies) said that on December 4, 2012 it signed non-interest-bearing promissory notes for $108,500 to a related party and $100,000 in total to five other parties. Each note carries warrants: 5,425,000 and 5,000,000 shares respectively at $0.02 expiring December 4, 2013, plus 'B' warrants at $0.25 expiring December 4, 2014. It also issued 2,400,000 shares around December 5, 2012 to five people who had subscribed in July and August 2012, settling a $5,800 share payable. This adds new debt and potential dilution if the warrants are exercised.
14 Mar 2011asset acquisition disposition● NeutralMajor
The company reported that on February 15, 2011 it issued 92,000,000 shares to the Institute of Applied Technology (about 80.08% of the shares then outstanding), plus 1,000,000 to Mid Atlantic and 5,694,508 as a finder's fee, completing the solar deal; 114,890,153 shares are now outstanding with a float of about 11,000,000. This is a change of control that heavily dilutes existing holders. It also says the board agreed on March 2, 2011 to settle $659,886 of creditor debt at $0.15 per share, a new director (Uwe Vincenz) was added, and Canadian trading bans were lifted on March 4, 2011.
The company reported a joint venture with the Institute for Applied Technology to hold the solar collector technology through RENON, a German GmbH. The company would hold 80% of profits and IAT 20%, with IAT contributing manufacturing and global sales rights and the company contributing money for the business. The technology is to be bought for $10 cash plus a $2,000,000 note at 0.78% interest due July 29, 2011, and the filing says servicing that debt is a prerequisite of business activity.
The company reported a December 20, 2010 agreement under which it takes over from Mid Atlantic Capital Associates SL the agreements with Germany's Institute for Applied Technology (IAT) covering solar energy collector technology, paying 1,000,000 shares. IAT is to receive 92,000,000 shares, with a technology license going to RENON GmbH, a new wholly-owned subsidiary, and a new board and name change are planned. This starts a new solar-technology direction after the cancelled MedPri deal.
The company reported that Jorgensen & Co. resigned as auditor on June 28, 2010 and Donahue Associates, LLC was hired on July 13, 2010. The filing says there were no disagreements, but the earlier audit report included a going-concern opinion. The company's address is now in Palma de Mallorca, Spain.
This amendment repeats the May 10, 2007 change of auditor from James Stafford to Jorgensen & Co. and attaches Stafford's confirming letter to the SEC. It adds no new business developments.
The company said that on July 11, 2007 it rescinded the MedPri/Medical Monitors share exchange and returned all parties to their prior positions, and that the May 2007 closing report should be disregarded. The reasons given: MedPri did not provide adequate capitalization, the agreement did not name successor directors and officers, and the company had not finished due diligence and so never issued the exchange consideration. It also reported dismissing auditor James Stafford on May 10, 2007 and hiring Jorgensen & Co. This reverses the MedPri thread.
The company reported that the MedPri Limited acquisition closed on May 17, 2007, with the 74,000,000 shares, 7,400,000 warrants and the $10,000,000 and $4,000,000 convertible notes issued. It says the company was a shell and this was a reverse merger, so the business becomes MedPri's iCardia heart-monitoring business (the suPER single-use EKG recorder). This closing was later disavowed (see the July 2007 filing).
The company (filing as Global Immune Technologies, Inc., formerly Secureview Systems) reported a July 19, 2006 pending deal to buy all of MedPri Limited's stock in exchange for 74,000,000 new shares, 7,400,000 warrants at $0.50, a $10,000,000 three-year convertible note and a $4,000,000 one-year convertible note to Medical Monitors. Its auditor Smythe Ratcliffe resigned the same day and James Stafford Chartered Accountants was hired; the filing says there were no disagreements, though the earlier audit report carried a going-concern opinion. The filing is dated December 2006, well after the events it reports.