This is not a buy, sell or hold recommendation. This is entry level DD from looking at todays SEC filings.
NGLD Top Ten List of Items of Concern (from todays 10KSB/A)
1. "However if the merger is not approved by the shareholders of both companies, then the Company will have no other recourse than to seek protection of the Federal Bankruptcy Courts." ... "The Merger Agreement may be terminated any time prior to the Effective Time...if the Company's...shareholders do not approve the Merger..."
2. "The Company hereby covenants and agrees with BWI to the following as of the Effective Date to the Effective Time:
....On or before July 23, 1999, the Company will (a) prepare a notice of special meeting of stockholders and proxy statement in connection therewith
....On or before July 23, 1999, the Company (a) will file with the SEC an application on Form S-4
NGLD has yet to file Form S-4 with the SEC:
freeedgar.com
3. "During the course of litigation, Plaintiff moved the court for summary judgment based on this signed agreement; this motion was granted and a judgment for $250,000 was entered against the Company. The Company is in the process of working out a payment schedule with the Plaintiff, however there can be no assurance that such a schedule can be worked out."
4. "The parties stipulated to a judgment of $40,000 for all past and future rents owed and this judgment was entered against the Company on October 23, 1998 in the Second Judicial District, Washoe County, Reno, Nevada. The Company currently is attempting to work out a payment schedule on this judgment; however there is no assurance that a schedule acceptable to the Company can be worked out."
5. "On March 11, 1998, the Company's former consulting firm, JBR
Consultants, instituted a suit against the Company for sums due under a consultant engineering contract. On August 19, 1998 the court for the Second Judicial District entered a default judgment against the Company for $28,815. The Company is currently attempting to settle this matter with the Plaintiff."
6. "As of January 31, 1999, the Company had $886 in cash and a negative working capital of $1,763,642."
7. "Upon the consummation of the Merger, the Company will effect a one for twelve reverse split of its outstanding and issued common stock...As a result of the merger current Company shareholders will own approximately 17% of the Surviving Corporation and the BWI shareholders will own 83% of the Surviving Corporation."
8. "As of the date of this Report, the Company owes Riverfront
Development Corporation approximately $130,335 relating to the purchase."
"At January 31, 1999 the balance due to Mr. Dockter was $117,112.
"As of January 31, 1999, there is accrued, but unpaid salary of $150,000 due Mr. Dockter.
9. "it is not possible to insure against all risks associated
with the mining business, or prudent to assume that insurance will continue to be available at a reasonable cost. The Company has not obtained environmental liability insurance because such coverage is not considered by management to be cost effective. The Company currently carries no insurance on any of its properties due to the current status of the mine and the Company's current financial condition."
10. "BWI reported a net loss of $808,532 for the three months ended April 30, 1999. BWI expects to continue to incur significant losses for the foreseeable future. As of April 30, 1999, the accumulated deficit was $1,286,893."
All you posters out there who have said NGLD is a long-term buy, etc.
please post why...
- would Comercis want to merge with NGLD?
- would 14% - 17% of Comercis split 37+ million ways be
worth more than this estimate of book value:
17% of Comercis Net Assets / 37,886,882(NGLD shares out) = $0.0033 = every share of NGLD will get 1/3 of one cent of Comercis assets from this merger.
10K's say Comercis has "raised capital of approximately $8.6 million."
"As of April 30, 1999, the accumulated deficit was
$1,286,893." So I used the net difference as a guess to book value.
$7,313,107 x 0.17 / 37,886,882 = $0.0033.
I guess its better than bankruptcy!
Jerry |
