Each one in plain English, with the numbers worked through for a shareholder.
7 Oct 2019listing compliance notice● Neutral
The company, now named You Han Data Tech Co Ltd., filed this amendment to withdraw the Form 15 it submitted on October 4, 2019 to end its SEC reporting, because it has more than 300 holders of record (1,304 stated). Shareholders keep their shares and the company remains registered, so this is not an end of their position.
This amendment corrects the previous 8-K, which had named the wrong new auditor: the sole director appointed David Lee Hillary Jr., CPA, CITP, MBA (not Hillary CPA Group, LLC) effective December 5, 2013. The rest of the auditor-change details are unchanged.
Kenne Ruan, CPA, P.C. resigned as auditor on November 24, 2013, only weeks after being engaged on October 5, 2013. The sole director appointed Hillary CPA Group, LLC as the new auditor effective December 5, 2013; the filing reports no disagreements and attaches Kenne Ruan's letter agreeing with the statements.
This amendment restates the auditor change and gives a different reason for leaving Stan J.H. Lee, CPA: the PCAOB issued an order on July 30, 2013 revoking his registration (the original 8-K said the company dismissed him on October 5, 2013). It attaches Lee's letter dated November 13, 2013, and repeats the Kenne Ruan engagement and the going-concern language in Lee's reports.
On October 5, 2013 the company dismissed its auditor Stan J.H. Lee, CPA and engaged Kenne Ruan, CPA, P.C. for the October 31, 2013 quarter onward. Lee's reports for the years ended April 30, 2013 and 2012 carried going-concern doubt language, and the filing states there were no disagreements; Lee had not yet supplied the requested letter to the SEC.
This amended filing adds the full text of the November 26, 2010 amendment with Mayan Gold. It states Razor had not satisfied several covenants due before August 9, 2010, and Mayan agreed to hold off on remedies. Razor must now send $300,000 by Nov 30, 2010, $150,000 by Jan 15, 2011 and $1,550,000 by Feb 15, 2011, and a missed payment forfeits prior payments and is a default. Mayan takes over operational management of the Honduran mine, buys the gold shipped to the US, and gets 40% of net gold from leaching existing tailings for two years. On an uncured default, 195,000 Cerros shares held by Razor can be moved to Mayan.
A press release says Razor, Cerros and Mayan Gold amended the February 2010 share exchange agreement on November 26, 2010, and Razor committed to invest $2.0M over six months in equipment, geology, drilling and a heap leach pad. It describes Mayan as having received 35.5M Razor shares, valued at $17.75M, plus $2.0M of payment obligations ($570,000 already paid). Note the press release does not mention the default terms found in the full amendment (see next filing).
This amended filing reports that on November 29, 2010 Sam Nastat was appointed President and Director, and that Kelly Fielder (President, CEO and Director) and Paul Gladston (Director) resigned. The amendment was filed only to correct the format of the original November 30 filing.
16 Feb 2010asset acquisition disposition● NeutralMajor
On February 9, 2010 Razor closed the share exchange it had flagged in the 2009 letter of intent, acquiring 99% of Honduran gold exploration company Compania Minera Cerros Del Sur in return for 34,000,000 new shares. Certain existing shareholders cancelled 34,000,000 restricted shares at the same time, leaving 65,805,000 shares outstanding, with Cerros' former shareholder holding about 51.7%. The filing says Razor was a shell company before this deal; its earlier British Columbia claim lapsed in April 2008. The main property is the Clavo Rico concession in Honduras.
On June 17, 2009 Razor signed a non-binding-style letter of intent with Compania Minera Cerros Del Sur, S.A. for a possible business combination (asset purchase, merger or share exchange). It is subject to conditions, due diligence and a definitive agreement. The company's address is now Houston, Texas and Kelly Fielder signs as President.
Effective July 22, 2008 Razor hired Steven E. Fisher as a director under a consulting agreement paying $4,000 a month plus 250,000 shares of common stock, which adds to the share count.
This amendment corrects the May 2008 share cancellation: the filing says it was done in error and the shares were reinstated to shareholders, except five million of Bing Wong's shares, which stay cancelled. It also adds a June 30, 2008 agreement under which former director Drew Simpson returns and cancels 7,500,000 shares.
On June 10, 2008 Razor signed a letter of intent with Striker Petroleum LLC to take part as a working-interest partner in drilling the Idaho Falls Prospect in Eastern Idaho. It expects a 15% interest (option to go to 20%), with its share of costs put at $675K for a dry hole and $825K more for completion; specifics were still under discussion and the resource figures are estimates.
On May 1, 2008 Razor Resources agreed with former directors Bing Wong and Rong Xing Yang that they would return and cancel 37,500,000 and 7,482,150 shares respectively, for no compensation. This would reduce the number of shares outstanding, which the company says benefits minority shareholders. This was later partly reversed (see the July 2008 amendment).
The company, which filed under the name Razor Resources Inc., reported that it dismissed its auditor Moen and Company effective June 28, 2007 and hired Fazarri + Partners, LLP the next day. The filing states Moen's reports for fiscal 2005 and 2006 had no adverse opinion but the 2006 report carried a 'going concern' opinion, and that there were no disagreements. This amended filing was submitted in March 2008 for events dated mid-2007.