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Universal Resources

US:GIMU
No current share price held for this company.

Past year: ▼ 38%(1.90c – 3.90c USD)

Market cap
—
Shares on issue
—
Story beats
9 since 2006
Last event
19 Sept 2018

History

Universal Resources, formerly Global Immune Technologies, moved from a rescinded 2007 deal to a 2011 solar venture and a 2014 Solomon Islands deal, with audits still outstanding by 2019.

2006-2007: The MedPri deal that was undone

The company, then filing as Global Immune Technologies, Inc. (formerly Secureview Systems), set out in July 2006 to buy all of MedPri Limited. The price was 74,000,000 new shares, 7,400,000 warrants at $0.50, and two convertible notes of $10,000,000 and $4,000,000. Its auditor, Smythe Ratcliffe, resigned the same day and James Stafford Chartered Accountants replaced it. The earlier audit report carried a going-concern opinion, meaning doubt about the company's ability to keep operating.

In May 2007 the company reported the deal closed, describing itself as a shell that would become MedPri's iCardia heart-monitoring business. Two months later it reversed course. On July 11, 2007 it rescinded the exchange and said the May report should be disregarded, citing inadequate capitalization by MedPri, no named successor directors, and unfinished due diligence. It also dismissed James Stafford and hired Jorgensen & Co. The record then goes quiet for more than three years.

2010-2011: A solar technology detour

In December 2010 the company agreed to take over agreements with Germany's Institute for Applied Technology (IAT) covering solar energy collector technology, paying 1,000,000 shares. A joint venture followed through a German subsidiary, RENON GmbH, with the company taking 80% of profits and IAT 20%. The technology was to be bought for $10 plus a $2,000,000 note at 0.78% due July 29, 2011.

On February 15, 2011 the company issued 92,000,000 shares to IAT, about 80.08% of those then outstanding, plus 1,000,000 to Mid Atlantic and 5,694,508 as a finder's fee. That left 114,890,153 shares on issue and a change of control that heavily diluted existing holders. In March the board agreed to settle $659,886 of creditor debt at $0.15 per share, and a new director, Uwe Vincenz, joined. The filings do not say what became of the solar business.

2014-2019: Meekom and unfinished accounts

Now reincorporated in Nevada as Universal Resources, the company closed a deal on February 18, 2014 to acquire at least 70% of Meekom Gold Exchange and Refinery Corp. Limited, a Solomon Islands company. It issued 22,098,380 Series A Convertible Preferred shares, which convert 9-to-1 only after FINRA approval. Meekom holders were to own about 90%, a 10-to-1 reverse split was declared, and a new board led by Michael Holbrook took over.

On March 14, 2014 the company said its financial statements for fiscal 2013 and several later quarters could not be relied on, because of errors in accounting for warrants and convertible debt. The auditor L.L. Bradford was terminated around June 1, 2014 because the board said it lacked funds to re-file them, and no reports were filed for months. In July 2018 Fruci & Associates II was hired to audit the missing years. By the latest record, January 2019, KSP Group had been engaged for the audits of fiscal 2013 to 2018, which remained outstanding, along with FINRA approval of the name change and reverse split.

Written from the 9 story beats below (2006 to 19 Sept 2018), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2018157m shares · US$6.8m market cap

  1. 19 Sept

    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.

    auditor change

    157m shUS$6.8m

2014157m shares · US$787k market cap

  1. 17 Mar

    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.

    financial restatement

    157m shUS$787k
  2. 19 Feb

    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.

    business combination

    157m shUS$724k

2011

  1. 14 Mar

    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.

    asset acquisition disposition

  2. 22 Feb

    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.

    material agreement

  3. 18 Feb

    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.

    material agreement

2007

  1. 17 July

    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.

    auditor change

  2. 24 May

    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).

    business combination

2006

  1. 19 Dec

    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.

    auditor change