UNIVERSAL GOLD MINING CORP. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-03-02: Form 8-K; Period of report 2012-02-28; Description 8.01 Other Events; Details 8.01.
- 2012-02-07: Form 8-K; Period of report 2012-02-02; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2012-02-01: Form 8-K; Period of report 2012-01-28; Description 8.01 Other Events; Details 8.01.
- 2011-10-19: Form 8-K; Period of report 2011-10-18; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-03-02 | 8-K | 2012-02-28 | 8.01 Other Events | 8.01 On February 28, 2012, Universal Gold Mining Corp. (the “Company”) was notified by the British Columbia Securities Commission that the Company’s application for removal of the Canadian Cease Trade Order, dated February 16, 2011, had been granted, effective as of such date. | v304585_8k.htm |
| 2012-02-07 | 8-K | 2012-02-02 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On February 2, 2012, Universal Gold Mining Corp. sold through a broker 75,000 ordinary shares of Rio Novo Gold Inc., a company whose ordinary shares trade on the Toronto Stock Exchange. | v301527_8k.htm |
| 2012-02-01 | 8-K | 2012-01-28 | 8.01 Other Events | 8.01 In January 2012, the board of directors of Universal Gold Mining Corp. formed an audit committee and adopted an Audit Committee Charter. | v300993_8k.htm |
| 2011-10-19 | 8-K | 2011-10-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 18, 2011, David Cather resigned from his positions as our Interim Chief Executive Officer and as a member of our Board of Directors and any committees thereof effective immediately. | v237514_8k.htm |
| 2011-06-03 | 8-K | 2011-05-27 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth under Item 1.01 above is hereby incorporated into this Item 2.01 by reference. | v224821_8k.htm |
| 2011-03-04 | 8-K | 2011-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 28, 2011, Andrew Neale resigned from his position as member of our Board of Directors and any committees thereof effective immediately. | v213642_8k.htm |
| 2011-02-17 | 8-K | 2011-02-16 | 1.02 Termination of a Material Definitive Agreement; 8.01 Other Events | 1.02 As previously disclosed on December 6, 2010 and January 6, 2011, Universal Gold Mining Corp., a Nevada corporation (“UGMC”), entered into an Option Agreement, effective as of November 30, 2010 and amended as of December 31, 2010, with N.C.G.A. Project Acquisition Corp., (“NCGA”), a Cayman Islands corporation controlled by certain minority shareholders of UGMC, whereby UGMC would, at its option (the “Option”), be entitled to acquire, and to require NCGA to transfer to UGMC, all of the issued shares in RNC (Hemco) Limited, and all minority interests in certain subsidiaries of RNC (Hemco) Limited not owned by RNC (Hemco) Limited (collectively, the “Hemco Assets”). 8.01 UGMC has determined not to proceed with a private placement of its securities to obtain proceeds that would have been used to acquire the Hemco Assets. | v211768_8k.htm |
| 2011-01-28 | 8-K | 2011-01-24 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 5.07 On January 26, 2011, UGMC held a special meeting of its stockholders for the purpose of approving amendments to UGMC’s Amended and Restated Articles of Incorporation, as amended, to (1) effect a reverse stock split in a ratio ranging from one-for-five to one-for-fifty of all UGMC’s issued and outstanding shares of common stock and to effect a reduction in the number of authorized shares of common stock in an amount ranging from 30% to 75% of the current authorized number (which is 1,500,000,000), in both cases in a ratio and amount to be determined by UGMC’s Board of Directors if it determines to proceed with such reverse stock split and (2) include provisions that are primarily protective to UGMC’s stockholders. 7.01 The information in this Current Report on Form 8-K and the Exhibit referenced herein, related to Item 7.01, are being furnished to the U.S. Securities and Exchange Commission pursuant to Item 7.01 of Form 8-K and are not deemed to be “filed” with the U.S. Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. | v209390_8-k.htm |
| 2011-01-18 | 8-K | 2011-01-15 | 7.01 Regulation FD Disclosure | 7.01 On January 15, 2011, Universal Gold Mining Corp., a Nevada corporation (“UGMC”) mailed a Notice and Proxy Statement for a special meeting of stockholders to be held on January 26, 2011 (the “Proxy Statement”). | v208358_8k.htm |
| 2011-01-06 | 8-K | 2010-12-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v207471_8-k.htm |
| 2011-01-03 | 8-K | 2010-12-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 29, 2010, Universal Gold Mining Corp., a Nevada corporation (“UGMC”), held a special meeting of its stockholders for the purpose of approving an amendment to UGMC’s Amended and Restated Articles of Incorporation, as amended, to increase UGMC’s total authorized shares of common stock from three hundred million (300,000,000) to one billion five hundred million (1,500,000,000), par value $0.001 per share. | v207043_8k.htm |
| 2010-12-06 | 8-K | 2010-12-06 | 8.01 Other Events | 8.01 Universal Gold Mining Corp., a Nevada corporation (“UGMC”), intends to conduct a private placement of securities to finance, among other things, the acquisition of all of the issued shares in RNC (Hemco) Limited pursuant to an Option Agreement, effective as of November 30, 2010, by and between UGMC and N.C.G.A. Project Acquisition Corp. (the “Option Agreement”). | v204734_8k.htm |
| 2010-12-06 | 8-K | 2010-11-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 Effective as of December 2, 2010, the Board of Directors of UGMC (the “Board”) has appointed David Cather, 51, as Interim Chief Executive Officer and Craig Niven, 54, as Interim Chief Financial Officer of UGMC to fill the officer vacancies created by the resignation of David Rector. | v204694_8k.htm |
| 2010-11-23 | 8-K | 2010-11-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 17, 2010, David Rector resigned from his positions as member of the Board of Directors, Chief Executive Officer, Principal Financial Officer, President, Secretary and Treasurer of us and any committees thereof effective immediately. | v203780_8k.htm |
| 2010-10-14 | 8-K | 2010-10-08 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On September 20, 2010, we consummated an initial closing of a private placement offering (the “Offering”) in which we sold 2,000,000 shares of our common stock for gross proceeds of $800,000, at an offering price of $0.40 per share. 8.01 Commencing on October 8, 2010, we have begun using the proceeds from the Offering primarily to fund our expenses in investigating potential acquisition candidates. | v199021_8-k.htm |
| 2010-09-17 | 8-K | 2010-09-17 | 7.01 Regulation FD Disclosure | 7.01 Promptly following the filing of this Current Report, we intend to post on our website an announcement relating to the Toldafria prospect located near the city of Manizales in Colombia. | v196941_8k.htm |
| 2010-09-08 | 8-K | 2010-09-08 | 7.01 Regulation FD Disclosure | 7.01 Promptly following the filing of this Current Report, we intend to post on our website the presentation regarding our business and prospects attached hereto as Exhibit 99.1. | v196197_8k.htm |
| 2010-08-26 | 8-K | 2010-08-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v195393_8k.htm |
| 2010-08-19 | 8-K | 2010-08-19 | 7.01 Regulation FD Disclosure | 7.01 Promptly following the filing of this Current Report, we intend to post on our website an announcement relating to initial metallurgical results on samples from the Toldafria prospect located near the city of Manizales in Colombia. | v194636_8k.htm |
| 2010-07-19 | 8-K | 2010-06-29 | 3.02 Unregistered Sales of Equity Securities | 3.02 On June 29, 2010 and July 8, 2010, we completed an interim and final closing (the “Recent Closings”) of the private placement offering (the “Offering”) of shares of our common stock, par value $0.001 per share (the “Shares”), at $0.10 per share, to foreign and accredited investors (the “Investors”) in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S and/or Regulation D promulgated under the Securities Act. | v190823_8k.htm |
| 2010-07-06 | 8-K | 2010-06-29 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v189942_8k.htm |
| 2010-06-24 | 8-K | 2010-06-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 The disclosure under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 On June 22, 2010, we completed the second closing of a private placement offering (the “Offering”) of shares of our common stock, par value $0.001 per share (the “Shares”), at $0.10 per share, to foreign and accredited investors (the “Investors”) in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S and/or Regulation D promulgated under the Securities Act. | v188996_8k.htm |
| 2010-06-22 | 8-K/A | 2010-03-23 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 2.01 By making the initial payment of $2,300,000 under the Option Agreement on June 4, 2010, we have made the minimum payment required for us to earn a 25% interest in the Toldafria Prospect at the end of the first year of the Option Agreement. 5.01 Pursuant to a Cancellation Agreement, dated May 24, 2010, between us and Linda Farrell, our majority stockholder at such time, all 150,200,000 shares of our common stock held by Ms. Farrell were cancelled (the “Cancellation”) in exchange for $20,000 cash consideration and our agreement to reimburse Ms. Farrell for up to $1,500 of legal fees relating to such agreement. 5.06 Prior to making our initial payment under the Option Agreement, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). 5.07 On March 23, 2010, action was taken by the written consent of our majority stockholder, in lieu of a meeting of stockholders, to approve an amendment to our Amended and Restated Certificate of Incorporation changing our name from “Federal Sports & Entertainment, Inc.” to “Universal Gold Mining Corp.” Such written consent was signed and delivered to us by Linda Farrell, who held approximately 75.0% of our outstanding common stock at such time. | v188809_8ka.htm |
| 2010-06-10 | 8-K | 2010-03-23 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Status; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 2.01 By making the initial payment of $2,300,000 under the Option Agreement on June 4, 2010, we have made the minimum payment required for us to earn a 25% interest in the Toldafria Prospect at the end of the first year of the Option Agreement. 5.01 Pursuant to a Cancellation Agreement, dated May 24, 2010, between us and Linda Farrell, our majority stockholder at such time, all 150,200,000 shares of our common stock held by Ms. Farrell were cancelled (the “Cancellation”) in exchange for $20,000 cash consideration and our agreement to reimburse Ms. Farrell for up to $1,500 of legal fees relating to such agreement. 5.06 Prior to making our initial payment under the Option Agreement, we were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). 5.07 On March 23, 2010, action was taken by the written consent of our majority stockholder, in lieu of a meeting of stockholders, to approve an amendment to our Amended and Restated Certificate of Incorporation changing our name from “Federal Sports & Entertainment, Inc.” to “Universal Gold Mining Corp.” Such written consent was signed and delivered to us by Linda Farrell, who held approximately 75.0% of our outstanding common stock at such time. | v187927_8k.htm |
| 2010-06-09 | 8-K | 2010-06-03 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On June 3, 2010 we decreased the number of shares eligible for issuance under our 2008 Equity Incentive Plan from 40,000,000 to 10,000,000 shares. 3.02 Each option is exercisable for a period of five years commencing three years from the date of grant, subject to prior vesting, and can be exercised for the purchase of one share of our common stock, during such exercise period at a price of $0.20 per share. 5.02 On June 3, 2010 we determined to increase the size of our board of directors to five persons and appointed Craig Niven, Bruce Stewart, Andrew Neale and David Cather to serve on our board of directors. | v187790_8k.htm |
| 2010-05-27 | 8-K | 2010-05-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 The disclosure under Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 On May 24, 2010, we completed the initial closing of a private placement offering (the “Offering”) of shares of our common stock, par value $0.001 per share (the “Shares”), at $0.10 per share, to foreign and accredited investors (the “Investors”) in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S and/or Regulation D promulgated under the Securities Act. | v186821_8k.htm |
| 2010-05-20 | 8-K | 2010-05-19 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On May 19, 2010 we determined to change our fiscal year from November 30 to December 31. | v186086_8k.htm |
| 2010-05-07 | 8-K | 2010-05-07 | 7.01 Regulation FD Disclosure | 7.01 Attached hereto as Exhibit 99.1 is a press release issued by Universal Gold Mining Corp. (formerly Federal Sports and Entertainment, Inc.) (the “Company”) on May 7, 2010 announcing that the Company has changed its name to Universal Gold Mining Corp. and that the Board of Directors of the Company have approved 20 to 1 forward split in the form a dividend. | v184024_8k.htm |
| 2010-04-15 | 8-K | 2010-04-09 | 8.01 Other Events | 8.01 On April 9, 2010, we filed an amendment to our Articles of Incorporation (the “Amended Articles”) with the Secretary of the State of Nevada, pursuant to which we changed our name from Federal Sports and Entertainment, Inc. to Universal Gold Mining Corp. (“Universal”). | v181281_8k.htm |
| 2009-09-11 | 8-K | 2009-09-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 The Board of Directors of the Registrant approved the engagement of Seale and Beers, CPAs (“Seale and Beers”), to serve as the Registrant’s independent registered public accountants for the fiscal year 2009, and engaged them on August 7, 2009. | v160181_8k.htm |
| 2009-09-11 | 8-K/A | 2009-08-07 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 7, 2009, Moore & Associates, Chartered (the “Former Auditor”) resigned as the Registrant’s independent registered public accountants, and the Board of Directors of the Registrant acknowledged the resignation of Moore & Associates Chartered. | v160232_8ka.htm |
| 2009-09-10 | 8-K/A | 2009-08-07 | 4.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.01 On August 7, 2009, Moore & Associates, Chartered (the “Former Auditor”) resigned as the Registrant’s independent registered public accountants, and the Board of Directors of the Registrant acknowledged the resignation of Moore & Associates Chartered. 4.02 As reported in Item 4.01 above, on September 2, 2009, the Registrant was informed by letter from the SEC that the PCAOB revoked the registration of the Former Auditor, Moore & Associates, Chartered, on August 27, 2009, because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a PCAOB investigation. | v160094_8ka.htm |
| 2009-08-13 | 8-K | 2009-08-07 | 4.01 Changes in Registrant's Certifying Accountant | fedsportsfinal.txt | |
| 2009-04-20 | 8-K/A | 2008-09-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v146668_8ka.htm |
| 2008-10-06 | 8-K | 2008-09-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | v128044_8k.htm | |
| 2008-09-15 | 8-K | 2008-09-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | v126494_8k.htm | |
| 2008-04-18 | 8-K | 2008-04-18 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | v111109_8k.htm |