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NO - VERT and VFIN and known for selling company stock but the monthly share report clearly shows that GDSM used another MM to dump the 25,000,000 shares in June. The monthly share report clearly showed that ETRF had a huge jump in volume and was likely the MM who handled the GDSM sale.
I see ERTF now on the Bid and Ask!
Considering the amount of debt GDSM has remaining, and their dwindling supply of company shares how are they going to pay off the remainder of that debt?
“A gold miner is a liar standing next to a hole in the ground.”
The quote, traditionally misattributed to Mark Twain.
1. defines the experience of the many investors who have lost money in dubious Arizona mining projects. The state has a long and glorious history of mining scams, a history that continues today.
The introduction to the Arizona Department of Mines and Mineral Resources’ (ADMMR) mining scams circular.
2. describes the phenomenon:
A time-honored method to bilk the public of millions of dollars is the ubiquitous mining swindle. Since an unusually rich ore deposit, or bonanza, has historically produced enormous profits for the developer, many of us believe that we too, like
the ‘49er, can strike it rich. The glamour attached to “discovery” creates, in the imagination of some people, a relatively easy way to attain fantastic wealth. Although money can be made in mining and this Department certainly encourages
mining, we also have a responsibility to urge the public to exercise prudence in its investment.
Too many people have lost their hard-earned savings on an illadvised mineral scheme. Archives are full of outrageous examples of mining scams and swindles in which the only beneficiary was a glib entrepreneur with unbounded optimism. In most cases, he disappeared before his investors realized what happened.
Arizona history is inextricably tied to the mining industry. Unfortunately, a lot of the invested money has gone to promoters and projects that had nothing to do with actual mineral exploration and development. The state’s effort to educate the public against mining swindles has been going on for over a century. A front-page story in an 1899 edition of the Arizona Republic’s predecessor newspaper contained the following
admonition while discussing an early Graham County mining scam:
3. Smalley concluded his story by charging, “The Spenazuma company is committing a crime against Arizona which its people should punish. They are obtaining money under false pretenses, and at the same time injuring the mining interest of the entire territory.”
The effort continues today.
“Dirt pile” investments will yield nothing but fool’s gold for the thousands of people who fall for the latest telemarketing scam to crisscross the country, warn state securities regulators and the Council of Better Business Bureaus. In an ‘investor alert’ issued in September, the two groups claim that phony gold mine schemes will cost Americans an estimated $250 million this year.
The full article is available here and I recommend everyone read it.
http://repository.azgs.az.gov/sites/default/files/dlio/files/nid1311/ofr02-20.pdf
I hate it too when CEOs make false and misleading statements which are ILLEGAL and subject to SEC investigation!
That is false information and OTCMarkets proves that SIRG filed on time and did not "drop the ball". In fact SIRG had a 15 day extension to file and filed early!
SEC Filings
Form Type
Received
Period Ending
Size
Report
10-Q Aug 21, 2012 Jun 30, 2012 464.5 KB
NT 10-Q Aug 15, 2012 Jun 30, 2012 20.4 KB
http://www.otcmarkets.com/stock/SIRGE/filings
GDSM has no proof that it has any any gold nor a mining project that could be profitable. No testing nor a Feasibility Study has been prepared for investors.
Currently in Arizona there are only two gold mining operations and neither of them are profitable. Neither of them are in Yavapai Co.
March 1, 2012 - American Bonanza Gold Corp. (TSX: BZA, OTCQX: ABGFF) is pleased to announce that the 100% owned Copperstone gold mine in Arizona has placed onto transport its first shipment of gold bearing concentrates. The first concentrate shipment consists of 31.2 tons of concentrate grading an average of 22.8 ounces per ton of gold, containing an estimated 712 ounces of gold in concentrate. Gold content grades in the concentrates are over double the most optimistic expectations, and Bonanza continues to pursue further improvements to the gold grade in concentrate.
The gold-bearing concentrates have been produced during the mine and processing plant ramp up process, during early 2012. Bonanza's near term objective is to achieve the design gold production rate of approximately 3,000 ounces of gold per month, and the Company is encouraged to experience continued improvements to throughput as the miners and processing plant operators gain familiarity with the operation, and optimization of the mine and processing plant continues. As part of the optimization program to improve the gold grades in concentrate, a Gemini table has been installed and has been in use for about one month. Recently, a second Knelson concentrator has been installed, and is currently being brought on-line and optimized for best performance.
The first concentrate shipment consisted of 31.2 tons of concentrate grading an average of 22.8 ounces per ton of gold, containing an estimated 712 ounces of gold in concentrate.
Performance of the Copperstone crushing and grinding facilities and the gold processing plant continued to improve. During mid-February the plant operated mainly continuously, with low production for optimization and maintenance taking place in three days out of a thirteen day run. During the ten days that the plant operated continuously, throughput improved to an average of 390 tons per day processed, which represents 87% of design capacity. With continued steady throughput improvement, Bonanza's goal is to achieve throughput at the design capacity of 450 tons per day during March 2012.
Another is the Gold Road Mine company owned by Addwest Minerals Inc, headquarters in Oatman Arizona. The gold mine had been shut down around 1998 because of poor gold prices, but then reopened in 2008 with very high gold prices. The surrounding area has rocks rich in iron oxides which is usually a hint of a gold rich area. I saw this place on the way to see historic Oatman Arizona, an old ghost town founded as a mining community in the early 1900s.
Addwest Minerals is a mineral exploration company active in Alaskan projects and production from the Gold Road Mine in Arizona, USA. Company was formed to consolidate the Canadian and American assets of Addwest Minerals Inc. and Alina International Industries.
According to ADMMR, Arizona's 1996 gold production exceeded 3,100 kilograms. Addwest Minerals Inc.’s Gold Road Mine in Mohave County added over 1,200 kilograms to the approximately 1,900 kilograms of byproduct production from its copper mines. According to the company, as of January 1997 the underground Gold Road Mine had about 3 years of reserves totaling 475,000 tons at 7.9 grams per ton. Addwest conducted exploration drilling on the nearby Moss Mine that contains a 6.7- million-ton resource grading 1.16 grams per ton. Addwest's parent company, Addwest Minerals International Ltd., became a publicly traded company in early 1997.
Addwest Minerals' common shares were delisted from the TSX-V for failure to maintain the listing requirements in early 2003.
The Goldroad Mine company of Oatman AZ seems to be a small business with possibly a dozen employees or so.
And VERT only sold 15,603,692 shares in June when by Marc's own admission 25,000,000 company shares were sold. Clearly GDSM is using another MM to unload shares.
Hate that when a company gags their TA so shareholders are kept in the dark.
"Gold" Stocks—Some Investments Mine Your Pocketbook
The price of gold bullion—which recently touched an all-time high—has sparked considerable interest in gold investing, not to mention aggressive marketing and advertising of gold investments, including gold stocks. And even a cursory Internet search will pull up numerous websites, blog posts, investment newsletters and social media posts (including YouTube videos and Tweets) devoted to the topic of investing in gold.
But some of the stocks and opportunities being promoted have precious little value, and others are outright frauds.
For example, the Commodity Futures Trading Commission (CFTC) took three separate actions against precious metals firms engaged in various schemes involving investments in gold, silver and other precious metals. In one action, the CFTC charged a precious metals firm in Florida with running a boiler room fraud that bilked investors out of more than $23 million.
As with other commodities, there are prudent and not-so-prudent ways to invest in gold. We are issuing this Alert to warn investors about investment scams that promote the latest "hot" gold stock and to provide information on how to invest wisely in gold.
Spotting "Gold" Stock Scams
Many gold-related investment scams involve the stocks of gold mining and/or exploration companies.
The stock value is often based on gold reserves that are difficult to estimate, much less verify. While stock promoters regularly cite the potential value of a gold reserve, some statements can be deliberately misleading.
For example, in 2010, the SEC took legal action against a mining company based in Florida for false press releases and other misleading statements associated, in part, with a mining project in Ecuador. The releases claimed the gold reserves were worth more than $1 billion. The SEC noted that the exact value of those reserves could not be known “without further detailed exploration.”
WHY DOES THAT SOUND SO FAMILIAR?
Warning signs related to gold stocks include:
Price targets or predictions of swift and exponential growth. These predictions often are based on gold reserves, the actual existence and true size of which are next to impossible to verify. A company recently claimed that its mine in Nevada contained “approximately 2.14 million ounces of gold equivalent resources,” with an estimated market value of over $2 billion. Based on these reserves, the company touted in one of its promotions that an investment “Could turn $10,000 into $384,600.”
Claims that tie stock performance to the general rise in gold prices. Stock prices tend to rise or fall for a host of reasons, such as overall market conditions, sector performance and an individual company’s earnings. A rise in gold prices does not guarantee a rise in the price of a gold company’s stock—there might be little or no correlation between these two things.
Scare tactics such as the threat of inflation or an economic meltdown. While some investors might hold gold as a hedge against inflation or economic uncertainty, owning a gold stock does not automatically serve that same function. Scare tactics are often used to push an investor to make a quick decision.
Speculative claims based on a new reserve’s proximity to an existing reserve. A company recently stated in one of its promotional materials that its mining property could be worth “billions in unrecovered gold” based “on the success of its neighbors.” Without more information, such an assertion amounts to little more than idle speculation.
A change in the company's name or trading symbol to align it more closely with gold.
What was GDSM's symbol before it changed its name to one with the word gold in it????
One company that currently purports to engage in gold mining and exploration was originally incorporated with a business strategy to provide golfing opportunities on private courses to nonmembers. (Sure sounds like a GEAR takeoff!)
Another’s original focus was to establish health spas in urban areas. Yet another cited its original business plan was to develop, manufacture and sell commercial feed to nurture the Chinese mitten-handed crab. Name changes are reported through SEC Form 8-K, which you can find by using the SEC's EDGAR database.
To avoid potential gold stock scams:
Investigate before you invest. Never rely solely on information you receive in an unsolicited fax or email. It's easy for companies or their promoters to make exaggerated claims about new products, lucrative contracts, or the company's revenue, profits, or future stock price. Be wary of claims about significant mineral reserves or mining operations in countries far removed from the U.S. that make it difficult to verify such claims through independent research.
Always ask: "Why me?" Why would a total stranger tell you about a really great investment opportunity? The answer is that there is no such opportunity. In many email, fax and online scams, those who tout the stock are corporate insiders, paid promoters or substantial shareholders who stand to profit handsomely if the company's stock price goes up.
Read a company's SEC filings, if available. Most public companies file reports with the SEC. Check the SEC's EDGAR database to find out whether the company files with the SEC. Read the reports and verify any information you have heard about the company. But remember that just because a company has registered its securities or has filed reports with the SEC, it doesn't mean that it will be a good investment.
Touts and outright scams come in many forms and involve many types of investments. Right now, you would do well to avoid unsolicited promotions of low-cost "gold" stocks. They are likely to mine a hole in your pocketbook.
YES and I see VERT sitting on the ASK - more dumping - GDSM going to be out of shares to dump very soon!
"Gold" Stocks—Some Investments Mine Your Pocketbook
The price of gold bullion—which recently touched an all-time high—has sparked considerable interest in gold investing, not to mention aggressive marketing and advertising of gold investments, including gold stocks. And even a cursory Internet search will pull up numerous websites, blog posts, investment newsletters and social media posts (including YouTube videos and Tweets) devoted to the topic of investing in gold.
But some of the stocks and opportunities being promoted have precious little value, and others are outright frauds.
For example, the Commodity Futures Trading Commission (CFTC) took three separate actions against precious metals firms engaged in various schemes involving investments in gold, silver and other precious metals. In one action, the CFTC charged a precious metals firm in Florida with running a boiler room fraud that bilked investors out of more than $23 million.
As with other commodities, there are prudent and not-so-prudent ways to invest in gold. We are issuing this Alert to warn investors about investment scams that promote the latest "hot" gold stock and to provide information on how to invest wisely in gold.
Spotting "Gold" Stock Scams
Many gold-related investment scams involve the stocks of gold mining and/or exploration companies.
The stock value is often based on gold reserves that are difficult to estimate, much less verify. While stock promoters regularly cite the potential value of a gold reserve, some statements can be deliberately misleading.
For example, in 2010, the SEC took legal action against a mining company based in Florida for false press releases and other misleading statements associated, in part, with a mining project in Ecuador. The releases claimed the gold reserves were worth more than $1 billion. The SEC noted that the exact value of those reserves could not be known “without further detailed exploration.”
WHY DOES THAT SOUND SO FAMILIAR?
Warning signs related to gold stocks include:
Price targets or predictions of swift and exponential growth. These predictions often are based on gold reserves, the actual existence and true size of which are next to impossible to verify. A company recently claimed that its mine in Nevada contained “approximately 2.14 million ounces of gold equivalent resources,” with an estimated market value of over $2 billion. Based on these reserves, the company touted in one of its promotions that an investment “Could turn $10,000 into $384,600.”
Claims that tie stock performance to the general rise in gold prices. Stock prices tend to rise or fall for a host of reasons, such as overall market conditions, sector performance and an individual company’s earnings. A rise in gold prices does not guarantee a rise in the price of a gold company’s stock—there might be little or no correlation between these two things.
Scare tactics such as the threat of inflation or an economic meltdown. While some investors might hold gold as a hedge against inflation or economic uncertainty, owning a gold stock does not automatically serve that same function. Scare tactics are often used to push an investor to make a quick decision.
Speculative claims based on a new reserve’s proximity to an existing reserve. A company recently stated in one of its promotional materials that its mining property could be worth “billions in unrecovered gold” based “on the success of its neighbors.” Without more information, such an assertion amounts to little more than idle speculation.
A change in the company's name or trading symbol to align it more closely with gold.
What was GDSM's symbol before it changed its name to one with the word gold in it????
One company that currently purports to engage in gold mining and exploration was originally incorporated with a business strategy to provide golfing opportunities on private courses to nonmembers. (Sure sounds like a GEAR takeoff!)
Another’s original focus was to establish health spas in urban areas. Yet another cited its original business plan was to develop, manufacture and sell commercial feed to nurture the Chinese mitten-handed crab. Name changes are reported through SEC Form 8-K, which you can find by using the SEC's EDGAR database.
To avoid potential gold stock scams:
Investigate before you invest. Never rely solely on information you receive in an unsolicited fax or email. It's easy for companies or their promoters to make exaggerated claims about new products, lucrative contracts, or the company's revenue, profits, or future stock price. Be wary of claims about significant mineral reserves or mining operations in countries far removed from the U.S. that make it difficult to verify such claims through independent research.
Always ask: "Why me?" Why would a total stranger tell you about a really great investment opportunity? The answer is that there is no such opportunity. In many email, fax and online scams, those who tout the stock are corporate insiders, paid promoters or substantial shareholders who stand to profit handsomely if the company's stock price goes up.
Read a company's SEC filings, if available. Most public companies file reports with the SEC. Check the SEC's EDGAR database to find out whether the company files with the SEC. Read the reports and verify any information you have heard about the company. But remember that just because a company has registered its securities or has filed reports with the SEC, it doesn't mean that it will be a good investment.
Touts and outright scams come in many forms and involve many types of investments. Right now, you would do well to avoid unsolicited promotions of low-cost "gold" stocks. They are likely to mine a hole in your pocketbook.
Volume is low or zero on every stock on my watch list this morning. I don't expect much SIRG action until the E is removed or the APP is transferred.
The only problem is the speed at which government agencies like FINRA move. They were quick to slap the "E" on SIRG but slow in removing it. We all know an accounting firm like MARCUM is totally qualified and properly registered to handle SIRG's filings.
Here come the MM games - who would sell 4,000 shares of SIRG at .007?
Good morning Stockholla, glad to see you back on the SIRG board.
SIRG changed accounting firms to MARCUM, LLC, one of the top 15 accounting firms in the US.
But SIRG failed to file for a SAS Review thus they did not have FINRA's approval to change to a new accounting firm.
Basically, you have to have FINRA approve the accounting firm that you are moving to to make sure they are properly registered. With MARCUM being the size that it is, they are properly registered and it's only a matter of FINRA looking at them and saying OK!
The 10Q was filed on time and there are no problems there.
Thousands marched against cyanide use in gold mining
Cecilia Jamasmie | September 2, 2012
Thousands of environmentalists took the streets of Raub, in the Malaysian state of Pahang on Sunday, to oppose the use of cyanide at the nearby Bukit Koman gold mine, which they claim has been using the chemical compound to the detriment of their health.
Malaysia Chronicle reported that there were over 10,000 the demonstrators who gathered “spontaneously and voluntarily” flooding the streets of the country’s third largest in the country.
The newspaper added Raub residents have been opposing Peninsular Gold’s operations (LON:PGL), formerly Raub Australia Gold Mining, since 2007, but the local authorities have not heard their lawsuits and appeals.
“There are now two major hotspots in [the state of Pahang] that [the local government] must stand accountable for – the Lynas rare earth refinery and the Bukt Koman gold mine. If [the authorities] cannot manage their own home state, no wonder the federal government and the economy are going to the dogs,” politician Fuziah Salleh told Malaysia Chronicle.
Analyst Wong Chun Wai writes in his Sunday column at The Star, that realizing the growing emotional impact of environment issues on middle-class Malaysian voters, politicians are taking advantage of what it seems to be a hot topic.
“In the media, these issues rarely made the headlines and were often relegated to the features section,” he says. “But not any more. Environment issues have been upgraded to the front pages of newspapers and given prominent treatment in other media as well,” he adds.
This writer does not profess to be an expert in gold mining but we do know that “gold cyanidation” or “cyanide leach mining” is one of the more common ways used to extract gold from the surrounding rock.
As with all processes involving the use of lethal chemicals, there are health and environmental risks involved but there is still no conclusive evidence to settle the debate once and for all.
The town of Raub, a historic gold mining settlement, is located 110 km from the Malaysian capital of Kuala Lumpur and 265 km from Pahang's capital, Kuantan.
http://www.mining.com/thousands-of-malaysians-marched-against-cyanide-use-in-gold-mining-77610/?utm_source=digest-en-au-120903&utm_medium=email&utm_campaign=digest
UPDATE: Five people shot at Gold One – police confirm
Gold One CEO, Neal Froneman, has confirmed illegal protests were held at its Modder East mine today where police used rubber bullets and tear gas in order to disperse the crowd.
Author: Christy Filen
Posted: Monday , 03 Sep 2012
JOHANNESBURG (MINEWEB) -
Police spokesperson, Captain Pinky Tsinyane, reported earlier on Monday that the shooting incident left four people injured and another "critical". Gold One has since reported however, that four people sustained minor injuries during the incident, were admitted to hospital for examination and were discharged shortly thereafter.
Gold One reports that at a group of approximately 60 individuals, consisting of former Gold One employees who were dismissed during June 2012 for participating in an illegal strike as well as former employees of Pamodzi Gold East Rand, illegally gathered at the main entrance to Modder East. "The group did not present any memorandum of demands, but blocked all access in and out of the mine and threw stones at vehicles.
"At approximately 7:30am [on Monday], protestors prevented a minibus taxi from entering the mine and, after severely damaging the taxi, attempted to attack the occupants of the vehicle. Security personnel intervened and were forced to utilise rubber bullets to disperse the crowd.
This was done to protect the people arriving in the vehicle and to protect property Neal Froneman, CEO of Gold One told Mineweb.
An earlier SENS announcement said the South African Police Service addressed the group extensively, informing them that the gathering was illegal and requesting them to disperse. The group, however, refused to disperse.
"At approximately 11:30am the South African Police Service was forced to use teargas to disperse the group, which had again become violent.
Tsinyane said four people had been arrested for public violence.
Despite the illegal gathering and on-going intimidation of employees, the company is pleased to advise that none of its existing employees have partaken in any strike action and more than 90% of the workforce reported for duty following access to the mine being re-established."
"The High Court interdict obtained by the company on 13 June 2012, which interdicts protest at Modder East, remains in place and therefore today's protest is illegal," says the SENS statement.
Talking to Moneyweb, the CEO displayed unhappiness with the fact that such a small number of people were allowed to intimidate the miner's workers who wanted to go to work. The miner employs approximately 500 people.
June strikes
The strikes in June led to the dismissal of over 1 000 employees by Gold One.
Gold One said that the unlawful industrial action that occurred at Modder East in June was initially motivated by a demand from the Professional Transport and Allied Workers Union (PTAWU), which had minority membership at the operation, to be granted organisational rights by Gold One.
This it said was later expanded to include a number of demands on conditions of employment and amongst others, basic wages. Gold One said that it has an existing three-year wage agreement with its employees that terminates in December 2012.
The minority union at Modder East, PTAWU, said that it intends to seek further legal recourse in order to get its members re-instated.
"I think that PTAWU have missed the point...they continue to misinform their members. They believe that they were incorrectly dismissed. They were not," said Froneman.
The miner said that it had been re-engaging people after the strikes and had invited dismissed workers to come back. The mine is in a process of trying to build up production after the unrest.
Malema's influence?
Froneman said that he believes that Monday's events are a direct result of Malema's talks to workers in the area last week.
"Julius made it well known that he wanted to start a mine revolution so this has a huge amount of politics involved," said Froneman.
Malema is reported to have called for miners countrywide to make all mines "ungovernable" and to carry on with strike action.
Froneman said that Monday's actions had relatively little impact on the mine's own production but that the impact from a national point of view was severe.
"This is not what we need in the industry.....I think that I am one of the few advocates in the industry and with the inability to operate in an environment where you can debate and discuss issues and not just demands ...this is not good," said Froneman.
Malema turns to Goldfields
Whilst these events are unfolding, Julius Malema has also reportedly addressed workers who are on strike at Gold Fields.
The gold miner reported that approximately 12 000 employees are participating in a strike which started last week Wednesday.
Gold Fields said that it appears that the strike is the result of an internal dispute between the local branch leadership of the National Union of Mineworkers and certain employee groupings within the NUM membership, who are demanding the resignation and replacement of local NUM branch office bearers.
Meanwhile, with peace accord talks expected to resume at Lonmin on Monday, the miner reported its lowest attendance figure of only 4.5% today.
http://www.mineweb.com/mineweb/view/mineweb/en/page34?oid=158066&sn=Detail&pid=102055
The Bre-X scam did one good thing and that was to alert investors to the world of mining fraud and scams. But there are always new scammers who continue to work that game and investors who fail to do their research.
The Bre-X scam also resulted in Canada taking action to prevent another Bre-X but the US remains lax in investigating mining scams until it is too late and the sheep have been sheared.
I call it a serious case of "gold fever" and the current price of gold only feeds that illness. Scams in Arizona continue today.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=74624634&txt2find=hockey
Hi PoemStone, welcome to the SIRG board. Be sure to check out the I-BOX, lots of great information there.
Too bad we didn't have some Solyrdra employees speak!
GEAR - This report is full of false and misleading information. A complaint has been filed with the SEC.
GEAR and WSRA are both pinks - not OTC.
GEAR is NOT engaged in mining.
http://www.cohenresearch.com/cohenresearch/Images/GEAR_International_06_05_2012.pdf
Just in case you missed it.
Sierra Resource Group DTC Deposit Chill lifted
Sierra Resource Group, Inc. (OTCBB: SIRG) (the "Company" or "Sierra") announced today that the Depository Trust & Clearing Corporation has advised Sierra that the Depository Trust Company has determined to lift the Deposit Chill on the Company's stock and has resumed accepting deposits of the Company's stock for depository and book-entry transfer services.
"We are pleased with this determination and know our shareholders will be too," said J. Rod Martin, Chief Executive Officer of Sierra.
About the company:
Sierra Resource Group Inc. (OTC Bulletin Board: SIRG) is a U.S based exploration and mining company committed to the exploration, discovery and development of gold, silver, copper and other mineral resources. Sierra's primary asset is 80% ownership of the Chloride Copper Mine located near Kingman Arizona. Sierra has reached an agreement to purchase half of the minority interest taking its overall ownership to 90%. The technical report, NI43-101, by Scott Wilson Roscoe Postle Associates March 10, 2006, estimates the Chloride Copper Mine contains 27,000,000 pounds of copper. The company is looking to expand throughout the Americas in the near future.
Sierra plans to use open pit mining and plans to reopen the existing SX/EW plant on site with the maximum capability of producing up to 5,400,000 pounds of Copper Cathode per year. The existing SX/EW Plant On-Site is environmentally friendly, cost effective and a quick production process according to an article published by the Copper Development Association in August 2001.
Not worth a response, beneath me!
Apache Junction, Arizona, August 30, 2012, Silver Horn Mining Ltd. (OTCBB: SILV) announces that as a result of a review by the British Columbia Securities Commission ("BCSC"), the Company is issuing the following news release to clarify its disclosure record.
1.Non-Compliant Disclosure of Mineral Reserves on the Gold Run Property
The Company had previously, on its website and in its corporate presentation, disclosed an estimate of "400,000 tons of stockpiled ore" on the Gold Run Property (also known as the AC Claim) in Nevada, a property the Company no longer has an interest in. The Company also disclosed that the "stockpiled ore" had "strong potential for near term production". This disclosure is misleading and contrary to NI 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Company hereby retracts all such statements.
In particular, the Company wishes to clarify that it does not have any credible estimates of mineral resources or mineral reserves for the Gold Run Property. The Company has not done sufficient exploration, including adequate sampling of the stockpile, to estimate a mineral resource that would be suitable for public disclosure. In addition, the Company failed to disclose that the limited sampling conducted on the stockpile returned low silver and gold values that do not have reasonable prospects of economic extraction or potential for near term production.
In addition, the Company also specifically retracts its use of the phrase "ore" as the use of such word indicates that economic viability has been demonstrated by at least a preliminary feasibility study, which is not the case.
2.Failure to Name the Qualified Person
The Company failed to disclose the name and relationship to the Company of the Qualified Person who prepared or approved the disclosure of the exploration results reported on the Gold Run, Tip Top and COD properties. NI 43-101 requires this for all disclosure of scientific and technical information, including exploration results and estimates of mineral resources and mineral reserves. The Company would like to clarify that the exploration for the Gold Run Property (also known as the AC Claim) was conducted by and under the supervision of Mr. Donald G. Strachan, Consulting Geologist, QP, CPG, who is arms-length to the Company. Mr. Strachan was not responsible for the phrase "stockpiled ore". The exploration on the Tip Top and COD properties was not conducted by or under the supervision of a qualified person.
3.Non-Compliant Disclosure of Exploration Results
The Company issued news releases dated October 20, 2011 and November 7, 2011, reporting the results of preliminary sampling programs on its Tip Top and COD (Amy Claims) properties respectively in Nevada and Arizona, and posted these results on its website.
The Company would like to clarify that the description of sample results in the news releases was not compliant with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), as they lacked any detail about the location and type of samples taken as well as any statement as to the analytical procedures used. In addition, the disclosure was misleading because it failed to adequately disclose that the results included selected high-grade samples that are not representative of the average grade or tenor of the mineralization. The Company retracts all such disclosure.
4.Misleading Disclosure
The Company has made changes to its website, corporate fact sheet and Company presentation to correct the references to "ore", pending production, and exploration results.
In these instances where the Company has retracted, reversed, clarified or updated previous disclosure, the Company advises readers not to rely on such statements as they may continue to be found in the public domain.
Former Property Interests of the Company
The Gold Run Property
The Company decided to drop the Gold Run Property because, together with other areas of focus and other projects coming online, management was of the view it did not merit the expenditures to maintain, nor did the Company have the cash on hand to continue with the property.
On June 8, 2012, the Company issued a news release and material change report confirming it had dropped the Gold Run Property.
The Tip Top Property
On April 26, 2011, the Company entered into a letter of intent to acquire the Tip Top Property that allowed for six months for due diligence. On October 23, 2011 the due diligence period expired and the Company entered into negotiations to extend which continued until the first quarter of 2012. Based on the Company's financial position and the costs of the agreement, the Company made the decision to drop the property.
On June 8, 2012, the Company issued a news release and a material change report confirming it had dropped the Tip Top Property.
Background
The Company is incorporated under the laws of Delaware and trades under the symbol "SILV" on the OTC Bulletin Board. In May 2011 the Company entered into private placement subscription agreements with 23 investors, 22 of whom were British Columbia residents. As a result of this private placement the Company has been deemed a reporting issuer in British Columbia under Instrument 51-509. The BCSC issued a cease trade order against the Company on February 1, 2012, due to the Company not completing the required British Columbia filings with respect to this private placement as well as continuous disclosure filings required to be made on SEDAR for British Columbia reporting companies. The Company is working to complete the required documentation to be filed.
Management of the Company
The Company has three directors: Daniel Bleak, John Eckersley and Joseph Wilkins, Jr. Daniel Bleak is the CEO, CFO and Chairman of the Board of Directors.
Current Property Interests of the Company
The Company does not have active mining operations at this time but holds interest in two properties which they propose to explore, depending on availability of funds.
A. The 76 Property
The 76 Property is located in Yavapai County, Arizona, 50 miles northwest of Phoenix, Arizona. The property consists of 36 federal unpatented lode mining claims on BLM land totaling 720 acres. The Company does not have any exploration program currently planned for the 76 Property.
The 76 Property does not have any resources or reserves.
B. The COD Property
The COD Property (also known as the "Amy Claims") is located in Mohave County, Arizona, 7 miles southwest of Chloride, Arizona. The property consists of 14 federal unpatented lode mining claims on BLM land totaling approximately 280 acres. The Company filed the claims with the BLM on July 1, 2011. To maintain the mining claims in good standing, the Company must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140 per claim per year, plus a total annual fee of approximately $14 for all of the claims to record a notice of intent to hold the claims in Mohave County.
The Company is currently planning an exploration program consisting of sampling, mapping, performing a grid survey and assaying to determine potential targets for drilling and further development. On September 18, 2011 the Company received a notice from a third party claiming that, of these 14 claims, at least 9 are situated overlapping this third party's alleged preexisting claims, and requesting that the Company cease and desist from sampling or removing any ores from these properties. The Company believes this third party's demands are without merit. On October 3, 2011, the Company offered the third party the opportunity to quiet title pursuant to execution and delivery to the Company of a quitclaim deed. As of August 30, 2012, the third party has not executed the quit claim deed and the Company may pursue any and all available legal actions and remedies.
The COD Property does not currently have any resources or reserves.
All activities undertaken and currently proposed at the COD Property are exploratory in nature.
Mr. Donald G. Strachan, Consulting Geologist, QP. C.P.G., a qualified person as defined by National Instrument 43-101, has reviewed and approved the technical aspects of this news release.
All disclosure documents can be viewed at www.sedar.com.
On behalf of the Board of Directors
SILVER HORN MINING LTD.
http://ca.finance.yahoo.com/news/silver-horn-mining-ltd-provides-disclosure-clarification-221200806.html
Apache Junction, Arizona, August 30, 2012, Silver Horn Mining Ltd. (OTCBB: SILV, the "Company") announces that as a result of a review by the British Columbia Securities Commission ("BCSC"), the Company is issuing the following news release to clarify its disclosure record.
1.Non-Compliant Disclosure of Mineral Reserves on the Gold Run Property
The Company had previously, on its website and in its corporate presentation, disclosed an estimate of "400,000 tons of stockpiled ore" on the Gold Run Property (also known as the AC Claim) in Nevada, a property the Company no longer has an interest in. The Company also disclosed that the "stockpiled ore" had "strong potential for near term production". This disclosure is misleading and contrary to NI 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and the Company hereby retracts all such statements.
In particular, the Company wishes to clarify that it does not have any credible estimates of mineral resources or mineral reserves for the Gold Run Property. The Company has not done sufficient exploration, including adequate sampling of the stockpile, to estimate a mineral resource that would be suitable for public disclosure. In addition, the Company failed to disclose that the limited sampling conducted on the stockpile returned low silver and gold values that do not have reasonable prospects of economic extraction or potential for near term production.
In addition, the Company also specifically retracts its use of the phrase "ore" as the use of such word indicates that economic viability has been demonstrated by at least a preliminary feasibility study, which is not the case.
2.Failure to Name the Qualified Person
The Company failed to disclose the name and relationship to the Company of the Qualified Person who prepared or approved the disclosure of the exploration results reported on the Gold Run, Tip Top and COD properties. NI 43-101 requires this for all disclosure of scientific and technical information, including exploration results and estimates of mineral resources and mineral reserves. The Company would like to clarify that the exploration for the Gold Run Property (also known as the AC Claim) was conducted by and under the supervision of Mr. Donald G. Strachan, Consulting Geologist, QP, CPG, who is arms-length to the Company. Mr. Strachan was not responsible for the phrase "stockpiled ore". The exploration on the Tip Top and COD properties was not conducted by or under the supervision of a qualified person.
3.Non-Compliant Disclosure of Exploration Results
The Company issued news releases dated October 20, 2011 and November 7, 2011, reporting the results of preliminary sampling programs on its Tip Top and COD (Amy Claims) properties respectively in Nevada and Arizona, and posted these results on its website.
The Company would like to clarify that the description of sample results in the news releases was not compliant with National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), as they lacked any detail about the location and type of samples taken as well as any statement as to the analytical procedures used. In addition, the disclosure was misleading because it failed to adequately disclose that the results included selected high-grade samples that are not representative of the average grade or tenor of the mineralization. The Company retracts all such disclosure.
4.Misleading Disclosure
The Company has made changes to its website, corporate fact sheet and Company presentation to correct the references to "ore", pending production, and exploration results.
In these instances where the Company has retracted, reversed, clarified or updated previous disclosure, the Company advises readers not to rely on such statements as they may continue to be found in the public domain.
Former Property Interests of the Company
The Gold Run Property
The Company decided to drop the Gold Run Property because, together with other areas of focus and other projects coming online, management was of the view it did not merit the expenditures to maintain, nor did the Company have the cash on hand to continue with the property.
On June 8, 2012, the Company issued a news release and material change report confirming it had dropped the Gold Run Property.
The Tip Top Property
On April 26, 2011, the Company entered into a letter of intent to acquire the Tip Top Property that allowed for six months for due diligence. On October 23, 2011 the due diligence period expired and the Company entered into negotiations to extend which continued until the first quarter of 2012. Based on the Company's financial position and the costs of the agreement, the Company made the decision to drop the property.
On June 8, 2012, the Company issued a news release and a material change report confirming it had dropped the Tip Top Property.
Background
The Company is incorporated under the laws of Delaware and trades under the symbol "SILV" on the OTC Bulletin Board. In May 2011 the Company entered into private placement subscription agreements with 23 investors, 22 of whom were British Columbia residents. As a result of this private placement the Company has been deemed a reporting issuer in British Columbia under Instrument 51-509. The BCSC issued a cease trade order against the Company on February 1, 2012, due to the Company not completing the required British Columbia filings with respect to this private placement as well as continuous disclosure filings required to be made on SEDAR for British Columbia reporting companies. The Company is working to complete the required documentation to be filed.
Management of the Company
The Company has three directors: Daniel Bleak, John Eckersley and Joseph Wilkins, Jr. Daniel Bleak is the CEO, CFO and Chairman of the Board of Directors.
Current Property Interests of the Company
The Company does not have active mining operations at this time but holds interest in two properties which they propose to explore, depending on availability of funds.
A.The 76 Property
The 76 Property is located in Yavapai County, Arizona, 50 miles northwest of Phoenix, Arizona. The property consists of 36 federal unpatented lode mining claims on BLM land totaling 720 acres. The Company does not have any exploration program currently planned for the 76 Property.
The 76 Property does not have any resources or reserves.
B.The COD Property
The COD Property (also known as the "Amy Claims") is located in Mohave County, Arizona, 7 miles southwest of Chloride, Arizona. The property consists of 14 federal unpatented lode mining claims on BLM land totaling approximately 280 acres. The Company filed the claims with the BLM on July 1, 2011. To maintain the mining claims in good standing, the Company must make annual maintenance fee payments to the BLM, in lieu of annual assessment work. These claim fees are $140 per claim per year, plus a total annual fee of approximately $14 for all of the claims to record a notice of intent to hold the claims in Mohave County. The Company is currently planning an exploration program consisting of sampling, mapping, performing a grid survey and assaying to determine potential targets for drilling and further development.
On September 18, 2011 the Company received a notice from a third party claiming that, of these 14 claims, at least 9 are situated overlapping this third party's alleged preexisting claims, and requesting that the Company cease and desist from sampling or removing any ores from these properties. The Company believes this third party's demands are without merit. On October 3, 2011, the Company offered the third party the opportunity to quiet title pursuant to execution and delivery to the Company of a quitclaim deed. As of August 30, 2012, the third party has not executed the quit claim deed and the Company may pursue any and all available legal actions and remedies.
The COD Property does not currently have any resources or reserves. All activities undertaken and currently proposed at the COD Property are exploratory in nature.
Mr. Donald G. Strachan, Consulting Geologist, QP. C.P.G., a qualified person as defined by National Instrument 43-101, has reviewed and approved the technical aspects of this news release.
All disclosure documents can be viewed at www.sedar.com.
On behalf of the Board of Directors
SILVER HORN MINING LTD.
http://ca.finance.yahoo.com/news/silver-horn-mining-ltd-provides-disclosure-clarification-221200806.html
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 17, 2012, by and between WORTHINGTON ENERGY, INC. f/k/a PAXTON ENERGY, INC., a Nevada corporation, with headquarters located at 295 Highway 50, Suite 2, Lake Village Professional Building, Stateline, NV 89449 (the “Company”), and ASHER ENTERPRISES, INC., a Delaware corporation, with its address at 1 Linden Place, Suite 207, Great Neck, NY 11021 (the “Buyer”).
WHEREAS:
A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);
B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an 8% convertible note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $37,500.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note.
GLOBAL HEALTH VOYAGER, INC.
On July 19, 2012, the Company entered into a Notes Purchase Agreement (“NPA”) with Asher Enterprises, Inc. (“Asher”), a Delaware corporation (“Holder” or “Asher”). Under the terms of the Note Agreement, the Company will issue to Asher convertible notes (the “Notes”) of $22,500. The Notes have a nine month maturity date from issuance. The note bears interest at 8%.
Any amount of principal or interest on these notes which is not paid when due shall bear interest at 22% from the due date until paid. The conversion price shall equal the variable conversion price which shall mean 55% multiplied by the market price (representing a discount rate of 45%). Market price means the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. BCF is contingent on the Company’s average stock price as determined by the conversion formula. This BCF is not recorded and will be recorded when the contingency is resolved.
POWRTEC INTERNATIONAL CORP.
10.07
Convertible Promissory Note between the Company and Asher Enterprises, Inc. dated March 15, 2011
Filed with the SEC on March 24, 2011 as part of our Current Report on Form 8-K.
10.08
Securities Purchase Agreement between the Company and Asher Enterprises, Inc. dated March 15, 2011
Filed with the SEC on March 24, 2011 as part of our Current Report on Form 8-K.
10.09
Subscription Agreement between the Company and Laurag Associates S.A. dated April 7, 2011.
Filed with the SEC on April 15, 2011 as part of our Annual Report on Form 10-K.
10.10
Second Extension to the Management AB Note dated April 9, 2011
Filed with the SEC on May 13, 2011 as part of our Quarterly Report on Form 10-Q.
10.11
Unsecured Promissory Note between the Company and Koryak Investments executed April 12, 2011
Filed with the SEC on May 13, 2011 as part of our Quarterly Report on Form 10-Q.
10.12
Securities Purchase Agreement between the Company and Asher dated May 19, 2011
Filed with the SEC on May 24, 2011 as part of our Current Report on Form 8-K.
10.13
Convertible Promissory Note dated May 19, 2011
Filed with the SEC on May 24, 2011 as part of our Current Report on Form 8-K.
10.14
Securities Purchase Agreement between the Company and Asher dated July 26, 2011
Filed with the SEC on July 28, 2011 as part of our Current Report on Form 8-K.
10.15
Convertible Promissory Note dated July 26, 2011
Filed with the SEC on July 28, 2011 as part of our Current Report on Form 8-K.
CLEAN WIND ENERGY TOWER INC
During 2011 and 2012, the Company issued an aggregate of $110,000 and $143,500 Convertible Promissory Notes to Asher Enterprises, Inc. (“Asher Notes”) that mature from April 30, 2012 to March 21, 2013, respectively. The Asher Notes bear interest at a rate of 8% per annum and can be convertible into the Company’s common shares, at the holder’s option, at the conversion rates of 42% to 69% discount to the market price of the lowest three trading prices of the Company’s common shares during the ten-day period ending one trading day prior to the date of the conversion.
The Company has identified the embedded derivatives related to the Asher Notes. These embedded derivatives included certain conversion features and reset provision. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of Asher Notes and to fair value as of each subsequent reporting date.
At the inception of the Asher Notes, the Company determined the aggregate fair value of $453,071 on the embedded derivatives. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 196.08% to 221.52%, (3) weighted average risk-free interest rate of 0.05 to 0.19%, (4) expected life of 0.67 to 0.77 year, and (5) estimated fair value of the Company’s common stock of $0.032 to $0.20 per share.
The determined fair value of the debt derivatives of $453,071 at inception date was charged as a debt discount up to the net proceeds of the note with the remainder $(127,787) and $(71,784) charged to the operations during 2011 and 2012 as non-cash interest expense, respectively.
At December 31, 2011, the Company marked to market the fair value of the debt derivatives and determined a fair value of $237,395. The Company recorded a gain from change in fair value of debt derivatives of $89,241. The fair value of the embedded derivatives was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 185.84%, (3) weighted average risk-free interest rate of 0.02 to 0.06%, (4) expected life of 0.33 to 0.51 year, and (5) estimated fair value of the Company’s common stock of $0.18 per share.
As of March 9, 2012, the Company paid all outstanding (2011) Asher notes. At the dates of note payoffs, the Company marked to market the fair value of the debt derivatives and determined a fair value of $209,487. The Company recorded a gain from change in fair value of debt derivatives of $27,908. The fair value of the embedded derivatives of $209,487 were transferred to equity at the date of note(s) liquidation.
The fair value of the embedded derivatives was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 192.54 to 192.77%, (3) weighted average risk-free interest rate of 0.08 to 0.06%, (4) expected life of 0.23 to 0.32 year, and (5) estimated fair value of the Company’s common stock of $0.181 to $0.313 per share.
At the inception of the 2012 Asher Notes, the Company determined the aggregate fair value of $215,284 on the embedded derivatives. The fair value of the embedded derivatives was determined using the Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 196.08% to 201.59%, (3) weighted average risk-free interest rate of 0.18 % to 0.19%, (4) expected life of 0.75 to 0.77 years, and (5) estimated fair value of the Company’s common stock of $0.032 to $0.043 per share.
The determined fair value of the debt derivatives of $215,284 was charged as a debt discount up to the net proceeds of the note with the remainder $(71,784) charged to current period operations as non cash interest expense.
At June 30, 2012, the Company marked to market the fair value of the debt derivatives and determined a fair value of $180,047. The Company recorded a gain from change in fair value of debt derivatives of $35,237 and $63,145 for the three and six month periods ended June 30, 2012, respectively. The fair value of the embedded derivatives was determined using Black Scholes Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 204.67%, (3) weighted average risk-free interest rate of 0.16%, (4) expected life of 0.54 to 0.61 year, and (5) estimated fair value of the Company’s common stock of $0.03 per share.
FONU2 Inc.
On April 30, 2012, the Company issued an 8% secured convertible note (the “April 2012 Note”) in the amount of $58,000 to Asher Enterprises, Inc. (“Asher”). The principal and accrued interest is payable on February 2, 2013, or such earlier date as defined in the agreement. The note is convertible by Asher at any time after 180 days from the issue date.
The note is convertible into shares of the Company’s common stock at a price of 58% of the average of the three lowest trading prices of the Company’s common stock during the ten trading day period ending on the latest complete trading day prior to the conversion date. Asher is not entitled to convert any portion of the April 2012 Note to the extent that the shares to be issued in connection therewith would cause Asher’s beneficial ownership of the Company’s common stock to exceed 4.99% of the outstanding shares of the Company’s common stock.
Because of the operation of the floating conversion price and the limitation on the ability of Asher to convert as described above, the Company is unable to determine at any time the number of shares into which Asher could convert the April 2012 Note.
KRANEM CORPORATION
8% convertible note payable in the original amount of $78,500 to Asher Enterprises, Inc. due on November 1, 2012, principal and interest payable on the due date. The "Variable Conversion Price" shall mean 60% multiplied by the Market Price (representing a discount rate of 40%). "Market Price" means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile. The originally issued discount was calculated at $55,488 as of June 30, 2012 unamortized debt discount was $44,101. Prepayments are allowed 90 days prior to the due date and interest accrues monthly.
6.0% unsecured note payable in the original amount of $110,000 to Xalted Holding Corporation due on October 16, 2012, principal and interest payable on the due date. Prepayments are allowed and interest accrues monthly.
7.0% unsecured convertible note payable in the original amount of $250,000 to Empire Capital Partners due March 19, 2012, principal and interest payable on the due date. Prepayments are allowed and interest accrues monthly. Empire Capital Partners informed the Company on June 27, 2012 that they wish to convert this note into shares of the Company in accordance with the conversion terms of the note. The note fully amortized the $176,635 of originally issued discount as of June 30, 2012.
6.0% unsecured note payable in the original amount of $90,000 to Xalted Holding Corporation due on January 16, 2013, principal and interest payable on the due date. Prepayments are allowed and interest accrues monthly.
6.0% unsecured note payable in the original amount of $35,000 to Xalted Holding Corporation due on April 16, 2013, principal and interest payable on the due date. Prepayments are allowed and interest accrues monthly.
ELRAY RESOURCES, INC.
On February 1, 2012, the Company entered into a convertible promissory note with Asher Enterprises, Inc. (“Asher”) for $42,500 (the “First Asher Note”). The note bears interest at 8% and matures on November 6, 2012. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into common shares in the Company at a rate equal to 58% of the average lowest three closing prices during the ten trading days prior to the conversion date.
On March 15, 2012, the Company entered into a convertible promissory note with Asher for $32,500 (the “Second Asher Note”). The note bears interest at 8% and matures on December 19, 2012. In the event that the note remains unpaid at that date, the Company will pay default interest of 22%. Asher has the right after a period of 180 days to convert the balance outstanding into the Company’s common stock at a rate equal to 58% of the average lowest three closing prices during the ten trading days prior to the conversion date.
On April 25, 2012, the Company entered into a promissory note with Rousay Holdings Ltd (“Rousay”) for $10,000,000. If funded in full, the note will be secured by the issuance of 923,206,006 shares of the Company’s common stock and will be due in one year at an interest rate of 20% payable in arrears. On maturity, the interest of $2,000,000 is payable in cash and the note holder may elect to take ownership of the shares held, in lieu of repayment of principal. As of June 30, 2012, $2 million of the promissory note had been funded. The Company will seek to have Rousay fund the balance of $8 million of the note.
Due to the JSJ and Asher notes’ conversion feature, the actual number of shares of common stock that would be required if a conversion of the note was made through the issuance of common stock cannot be predicted, and the Company could be required to issue an amount of shares that may cause it to exceed its authorized common share amount. As a result, the conversion feature requires derivative accounting treatment and will be bifurcated from the note and “marked to market” each reporting period through the income statement.
The conversion feature of the Second JSJ Note, the First Asher Note and the Second Asher Note was valued at $40,743, $54,486, and $42,236, respectively, on the issuance date. As a result, these notes were fully discounted and the fair value of the conversion feature in excess of the principal amount of these notes totaled $37,465 was expensed immediately as additional interest expense.
ENTEST BIOMEDICAL, INC.
On April 16, 2012, the Company issued a convertible note in the principal amount of $42,500 to Asher Enterprises Inc.The Note bears interest at the rate of 8% per annum and matures on January 18, 2013.
The Note is convertible any time during the period beginning on the date which is one hundred eighty (180) days following the date of the Note into common stock of the Company, at Asher’s option, at a 52% discount to the average of the three lowest closing bid prices of the common stock during the 10 Trading Day period prior to conversion as Trading Day is defined in the Note.
GREEN ENVIROTECH HOLDINGS CORP, (GETH) has issued three Convertible Promissory Notes to Asher Enterprises, Inc. totaling $135,500. These notes call for 4,790,081 shares of the Company's common stock to be placed into a reserve account.
On August 23, 2011, the Company received a notice of default on these notes from Asher as a result of the Company's failure to remain current in its SEC filings and elected to impose a penalty of 50% of the outstanding note balance or $67,750 against the Company. Accrued interest on these notes at June 30, 2012 was $20,591. These notes remain outstanding and in default as of June 30, 2012.
The Promissory Notes issued to Asher Enterprises, Inc. are Convertible Promissory Notes with a discounted conversion price. The value of the discount based upon the current market price of the Company Stock was recorded as a Derivative Liability. This Derivative Liability at June 30, 2012 was $61,860.
On July 10, 2012, NYSO issued a second Convertible Promissory Note to Asher Enterprises, Inc. in the amount of $37,500. The note bears interest at a rate of 8% per annum, is unsecured and matures on April 12, 2013. The Note is convertible to common stock in whole or in part at a variable conversion price equal to a 39% discount to the 10-day average trading price prior to the conversion date
Chamisa Technology, LLC
On July 8, 2010, the Company’s chief executive officer and majority shareholder contributed a note payable in the amount of $83,627 which originated from his previously dissolved limited liability company. The note balance contributed represented cash advances of $81,595 and previously accrued interest of $2,032. During the period from inception (July 8, 2010) through December 31, 2010, the Company received additional advances of $64,491 and $18,000 during the year ended December 31, 2011. No formal agreement pertaining to the advances had previously been documented, however pursuant to a verbal agreement between the parties, the balance was due on demand and bears interest at a rate of 12% per annum. March 5, 2012, the Company formalized and acknowledged its liability to Chamisa Technology, LLC in the form of a promissory note. The promissory note is unsecured bears interest at a rate of 12% per annum, and matures on August 31, 2012. Pursuant to the new promissory note, the Company is required to make monthly principal and interest payments through maturity.
On April 21, 2012, Chamisa Technology, LLC assigned $81,595 of our note payable to an individual. On April 20, 2012 we authorized the issuance of 5,936,340 shares of our common stock for the conversion of principal debt in the amount of $81,595. The fair value of the shares issued totaled $296,817. The difference in the fair value of the shares issued and the principal amount of debt converted totaled $215,222 and has been recorded as a financing cost at June 30, 2012.
As of June 30, 2012 and December 31, 2011, the unpaid principal balance together with accrued interest owed to Chamisa totaled $135,354 and $195,232, respectively.
On June 22, 2012 GREENFIELD FARMS FOOD, INC. (GRAS), accepted and entered into Securities Purchase Agreement (the "Convertible Promissory Note Agreement") originally dated June 15, 2012 with Asher Enterprises, Inc., a Delaware corporation (the "Investor"), authorizing the Investor to purchase a convertible note (the "Note") in the principal amount of $82,500 with an interest rate of 8% per annum
Pursuant to the Convertible Note Agreement and the Note, the Investor, or registered Assigns (collectively the "Holder"), shall have the right, from time to time, and at any time during the period beginning on the date which is 180 days following the date of the Note and ending on the later of the maturity date (which is December 15, 2012) or the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock of the Company; provided however, to the extent that the Holder's beneficial ownership of the Common Stock of the Company would not exceed 4.99% at any such time as a result of its conversion of the Note.
The Investor may convert, at any time, the outstanding principal and accrued interest on the Convertible Note into shares of the Company's common stock ("Common Stock") at a conversion price per share equal to thirty-five percent (35%) of the lowest trading price of the Common Stock during the 60 trading days ending on the last complete trading day prior to the conversion date.
In 2011 and 2012 the Company has borrowed $193,500 (shown net of $46,666 of debt discount) which is convertible into the Company’s common stock after one hundred and eighty days (180) at discounts to the market value of the Company’s common stock ranging from 55% to 65%. The conversion at less than market value gives rise to a derivative liability.
FIRST COLOMBIA GOLD CORP (FCGD)
On November 23, 2011, we entered into a Securities Purchase Agreement with Asher Enterprises, Inc., a Delaware corporation (“Asher”), relating to the issuance and sale to Asher of an unsecured convertible promissory note (the “ November 2011 Note”) in a private transaction with a principal amount of $37,500. We received net proceeds of $35,000 from the Transaction on December 1, 2011. Interest on the November 2011 Note accrues at a rate of 8% annually and is to be paid with principal in full on the maturity date of August 28, 2012. The principal amount of the Note together with interest may be converted into shares of our common stock, par value $0.00001 (“Common Stock”), at the option of the Asher at a conversion price equal to fifty-eight percent (58%) of the Market Price (as defined in the November 2011 Note) for the Common Stock during the ten trading days prior to the conversion.
On March 16, 2012, we issued Asher an unsecured convertible promissory note (the “March 2012 Note”) with a principal amount of $37,500 with substantially the same terms and conditions as the November 2011 Note. The March 2012 Note has a maturity date of December 20, 2012, at which time interest, accruing at a rate of 8% annually, and principal are to be paid in full.
If Asher decides not to convert the December 2011 Note or March 2012 Note into shares of our Common Stock, we will have an obligation on the maturity date of each note to pay Asher all accrued interest and principal on such note. In such case, we would have to find sources of cash to re-pay Asher and there can be no assurance such resources will be available.