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.