Attached files
file | filename |
---|---|
EX-3.2 - CERTIFICATE OF AMENDMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex3-2.htm |
EX-3.1 - AMENDED AND RESTATED ARTICLES OF INCORPORATION - UNIVERSAL GOLD MINING CORP. | v187927_ex3-1.htm |
EX-21.1 - SUBSIDIARIES OF REGISTRANT - UNIVERSAL GOLD MINING CORP. | v187927_ex21-1.htm |
EX-10.9 - AMENDMENT NUMBER 1 TO 2008 EQUITY INCENTIVE PLAN - UNIVERSAL GOLD MINING CORP. | v187927_ex10-9.htm |
EX-10.7 - OPTION AGREEMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex10-7.htm |
EX-10.6 - ASSIGNMENT OF PROMISSORY NOTE AND RELEASE - UNIVERSAL GOLD MINING CORP. | v187927_ex10-6.htm |
EX-10.8 - CANCELLATION AGREEMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex10-8.htm |
EX-10.10 - AMENDMENT TO OPTION AGREEMENT - UNIVERSAL GOLD MINING CORP. | v187927_ex10-10.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) March 23, 2010
Universal
Gold Mining Corp.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-140900
|
20-4856983
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
c/o
Gottbetter & Partners LLP
488
Madison Avenue, 12th Floor
New
York, New York
|
10022
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(212) 400-6900
|
(Registrant’s telephone
number, including area
code)
|
Copy
to:
Adam
S. Gottbetter, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New
York, NY 10022
Phone: (212)
400-6900
Facsimile: (212)
400-6901
|
(Former name, former address
and former fiscal year, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Table
of Contents.
Forward-Looking
Statements
|
1
|
|
Item
1.01
|
Entry
into a Material Definitive Agreement
|
2
|
Item
2.01
|
Completion
of Acquisition or Disposition of Assets
|
3
|
Business
|
3
|
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
3
|
|
Properties
|
4
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
4
|
|
Directors
and Executive Officers
|
7
|
|
Executive
Compensation
|
10
|
|
Certain
Relationships and Related Transactions, and Director
Independence
|
10
|
|
Legal
Proceedings
|
10
|
|
Market
Price of and Dividends on the Registrant’s Common Equity and Related
Stockholder Matters
|
11
|
|
Recent
Sales of Unregistered Securities
|
12
|
|
Description
of Securities
|
13
|
|
Indemnification
of Directors and Officers
|
17
|
|
Financial
Statements
|
18
|
|
Item
5.01
|
Change
in Control of Registrant
|
18
|
Item
5.06
|
Change
in Shell Company Status
|
18
|
Item
5.07
|
Submission
of Matters to a Vote of Security Holders
|
18
|
Item
9.01
|
Financial
Statements and Exhibits
|
19
|
Signatures
|
21
|
FORWARD-LOOKING
STATEMENTS
All
statements other than statements of historical facts included in this Current
Report on Form 8-K constitute “forward-looking statements,” which are subject to
certain risks and uncertainties. Words such as "expects,” "intends,”
"plans,” "may,” "could,” "should,” "anticipates,” "likely,” "believes" and words
of similar import also identify forward-looking
statements. Forward-looking statements are based on current facts and
analyses and other information that are based on forecasts of future results,
estimates of amounts not yet determined and assumptions of
management. There can be no assurance that the Toldafria Prospect (as
defined below) will be successfully acquired by CVME (as defined below) and any
property interests therein earned by or, if earned, received by
us. Actual results may differ materially from those currently
anticipated due to a number of factors beyond our reasonable control, including,
but not limited to, our ability to identify corporate acquisition and/or joint
venture opportunities, to establish the technical and managerial infrastructure
and to raise the required capital to take advantage of, and successfully
participate in, any such opportunities, as well as future economic conditions,
political stability and metals prices. Additional information on
risks and other factors that may affect our business and financial results can
be found in our filings with the U.S. Securities and Exchange
Commission.
Except as
otherwise required by the federal securities laws, we disclaim any obligations
or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this Report to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
1
As used
in this Current Report on Form 8-K, terms such as “we,” “our” and “us” refer to
the registrant, Universal Gold Mining Corp., a Nevada corporation, together with
its consolidated subsidiaries, including Universal Gold Holdings (Cayman),
Limited (referred to herein as “UGH”), a Cayman Islands corporation and wholly
owned subsidiary of Universal Gold Mining Corp.
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On June
4, 2010, UGH made the first payment under an Option Agreement (as amended, the
“Option Agreement”), dated as of April 23, 2010, among Core Values Mining &
Exploration Company, a Cayman Islands corporation, and Core Values Mining &
Exploration Company’s wholly owned Colombian subsidiary (collectively, “CVME”)
and UGH. The Option Agreement provides us with the right to acquire,
through UGH, up to a 50% interest in a 164 hectare gold prospect (licence
GEWM-12), which is located approximately 10 kilometers south-east of the city of
Manizales in Colombia (the “Toldafria Prospect”). On June 4, 2010,
UGH and CVME entered into an Amendment to the Option Agreement which included a
bring-down of representations and warranties made by CVME in the Option
Agreement
The
Option Agreement provides that we may earn a 25% interest in the Toldafria
Prospect at the end of the first year of the Option Agreement, by paying an
aggregate of $2,300,000 on or prior to June 4, 2010, which we have
done. $2,200,000 of such amount will be spent on exploration and
development activity on the Toldafria Prospect in accordance with budgets
mutually agreed to by a committee (the “Technical Committee”) consisting of one
representative of ours and one of CVME, with a third party to make the deciding
vote in the event of a tie. We may earn an additional 15% interest in
the Toldafria Prospect at the end of the second year by paying an additional
aggregate of $2,650,000 within 30 business days after completion of the first
year. $2,500,000 of such payment may be spent on exploration and
development activity on the Toldafria Prospect as determined by the Technical
Committee. Finally, we may earn a further 10% interest in the
Toldafria Prospect at the end of the third year by paying an additional
aggregate of $3,050,000 within 30 business days after completion of the second
year. $2,800,000 of such payment may be spent on exploration and
development activity on the Toldafria Prospect as determined by the Technical
Committee.
CVME has
contracted to acquire the Toldafria Prospect from the registered owner thereof
pursuant to a Purchase Agreement to which we are not a party (the “Purchase
Agreement”). In the event that CVME is not ultimately successful in
recording the transfer of the Toldafria Prospect pursuant to the Purchase
Agreement, CVME may not be able to deliver to us any property interests in the
Toldafria Prospect that we earn pursuant to the Option Agreement.
The
Option Agreement provides that CVME shall carry out prospecting, exploration,
development or other work approved by the Technical Committee as the operator on
the Toldafria Prospect, and CVME shall receive payment of $30,000 per month, out
of the funds earmarked for exploration and development activity, for its
administrative and overhead costs in such capacity.
The
Option Agreement provides for certain mechanisms by which CVME may, after the
end of the third year of the Option Agreement, elect to (a) acquire shares of
our common stock in exchange for CVME’s interest in the Toldafria Prospect at
market based valuations, or (b) form a separate joint venture corporation that
will hold both CVME’s and our interest in the Toldafria Prospect, and operate
pursuant to a Shareholders’ Agreement to be entered into at such
time.
2
The
information set forth below under Item 5.01 of this Current Report is
incorporated into this Item 1.01 by reference.
Item
2.01.
|
Completion
of Acquisition or Disposition of
Assets.
|
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.
Our
interest in the Toldafria Prospect consists of UGH’s contractual right to
acquire property interests in a mineral exploitation license and does not
consist of a business (as defined in Section 11-01(d) of Regulation
S-X).
The
information set forth above under Item 1.01 with respect to the Toldafria
Prospect is incorporated into this Item 2.01 by reference.
Business
We
incorporate herein by reference the information set forth in PART I, Item 1
“BUSINESS” of our Annual Report on Form 10-K, filed with the SEC on March 1,
2010.
We
incorporate herein by reference the information set forth in Item 5.03
“Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” of
our Current Report on Form 8-K, filed with the SEC on May 20, 2010.
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
We
incorporate herein by reference the information set forth in PART II, Item 7
“MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS” of our Annual Report on Form 10-K, filed with the SEC on March 1,
2010.
We
incorporate herein by reference the information set forth in PART I, Item 2
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” of our Quarterly Report on Form 10-Q, filed with the SEC on April
14, 2010.
On May
24, 2010, we completed the initial closing of a private placement offering (the
“Offering”) of shares of our common stock at a price of $0.10 per share, raising
gross proceeds of $2,300,000. No underwriting discounts or
commissions were paid or are payable in connection with the
Offering. We used the proceeds of the Offering to fund the payments
that UGH made on June 4, 2010 under the Option Agreement.
3
Properties
We do not
rent or own any property. Our wholly owned subsidiary, UGH, has
certain rights to an interest in the Toldafria Prospect as described under Item
1.01, above.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of June 9, 2010 by: each person or
entity known by us to be the beneficial owner of more than 5% of our common
stock; each of our directors; each of our executive officers; and all of our
directors and executive officers as a group.
Except as
otherwise indicated, the persons listed below have sole voting and investment
power with respect to all shares of our common stock owned by them, except to
the extent such power may be shared with a spouse. Information given
with respect to beneficial owners who are not officers or directors of ours is
to the best of our knowledge. However, as we do not have a class of
stock registered under the Exchange Act, beneficial owners of our securities are
not required to file Williams Act or Section 16 reports, which limits our
ability to determine whether a person or entity is a beneficial owner of more
than 5% of our common stock and the extent of any such beneficial owner’s
holdings or any relationships among beneficial owners.
Title
of Class: Common Stock
Name
and Address of Beneficial Owner(1)
|
Amount
and Nature
of
Beneficial
Ownership(2)
|
Percentage
of
Class(3)
|
||||||
David
Rector
|
0 | (4) | * | |||||
David
Cather
|
0 | (5) | * | |||||
Andrew
Neale
|
0 | (5) | * | |||||
Craig
Niven
|
0 | (5) | * | |||||
Bruce
Stewart
|
0 | (5) | * | |||||
All
directors and executive officers as a group (5 persons)
|
0 | (6) | * | |||||
John
Paul DeJoria Family Trust
c/o
John Paul Mitchell Systems
9701
Wilshire Blvd., Suite 1205
Beverly
Hills, CA 90212
|
10,000,000 | (7) | 13.7 | % | ||||
Fenmore
Consultants Ltd.
P.
O. box 599
Suite
3, Caribbean Place,
Leeward
Highway,
Providenciales,
Turks and Caicos Islands
|
4,000,000 | (7) | 5.5 | % |
4
Fiordaliso
Investments (8)
Suite
340-345 Barkly Wharf
Le
Caudan Waterfront
BP
1070
Port
Louis, Republic of Mauritius
|
5,500,000 | (7) | 7.5 | % | ||||
IIU
Nominees Limited
IFSC
House
Custom
House Quay
Dublin
1 Ireland
|
5,000,000 | (7) | 6.8 | % | ||||
Moonlight
Investments (8)
Suite
340-345 Barkly Wharf
Le
Caudan Waterfront
BP
1070
Port
Louis, Republic of Mauritius
|
5,500,000 | (7) | 7.5 | % | ||||
Ocean
Group International SA
Portland
House, Bresseudeu Place
9th
Floor
London,
SW1E 5NP
United
Kingdom
|
5,000,000 | (7) | 6.8 | % | ||||
Pacific
International Management Inc.
2nd
Floor, MMG Tower
East
53rd
Street
Marbella
P.O.
Box 0819-09132
Panama
City, Republic of Panama
|
4,000,000 | (7) | 5.5 | % | ||||
Saftonico
c/o
*CAMS*
Kornstrasse
9
4950
Huttwil
Switzerland
|
6,625,000 | (7) | 9.1 | % | ||||
*
|
indicates
less than one percent.
|
1
|
Except
as otherwise indicated, the address of each beneficial owner is c/o
Universal Gold Mining Corp., c/o Gottbetter & Partners LLP, 488
Madison Avenue, 12th
Floor, New York, New
York 10022.
|
2
|
Beneficial
ownership is determined in accordance with the rules of the SEC and
generally includes having or sharing voting or investment power with
respect to securities. Shares of common stock subject to
options or warrants currently exercisable or convertible, or exercisable
or convertible within 60 days of June 9, 2010, are deemed outstanding for
computing the percentage of the person holding such option or warrant but
are not deemed outstanding for computing the percentage of any other
person.
|
5
3
|
Percentages
are based upon 73,000,000 shares of Common Stock issued and outstanding as
of June 9, 2010.
|
4
|
Does
not include 350,000 shares of our common stock issuable upon the exercise
of options granted under our 2008 Equity Incentive Plan (the “2008 Plan”),
which are not exercisable within 60
days.
|
5
|
Does
not include 2,000,000 shares of our common stock issuable upon the
exercise of options granted under the 2008 Plan, which are not exercisable
within 60 days.
|
6
|
Does
not include an aggregate of 8,350,000 shares of our common stock issuable
upon the exercise of options granted under the 2008 Plan, which are not
exercisable within 60 days.
|
7
|
Estimate
of beneficial ownership, based on information available to
us. The shares indicated as beneficially owned may include
shares held in street name or the name of a nominee, and beneficial
ownership may have been disposed of and/or acquired without our
knowledge.
|
8
|
Hayden
Forster Thompson & McDowell Inc., having an address at 2nd
Floor, Swiss Bank Building, East 53rd
Street, Marbella, P.O. Box 0819-09132, Panama City, Republic of Panama, as
the sole shareholder of both Fiordaliso Investments and Moonlight
Investments may be deemed to beneficially own an aggregate of 11,000,000
(or 15.1% of the outstanding) shares of our common
stock.
|
Securities
Authorized for Issuance Under Equity Compensation Plans
On April
15, 2008, our Board of Directors and stockholders adopted the 2008 Plan,
pursuant to which a total of 40,000,000 shares of our common stock (adjusted for
the 20 to 1 forward stock split in the form of a dividend that we effected in
May 2010) may be issued pursuant to awards granted thereunder. On June 3,
2010, our Board of Directors amended the 2008 Plan to reduce the number of
shares of our common stock available for issuance pursuant to awards granted
thereunder to 10,000,000. If an incentive award granted under the
2008 Plan expires, terminates, is unexercised or is forfeited, or if any shares
are surrendered to us in connection with an incentive award, the shares subject
to such award and the surrendered shares will become available for further
awards under the 2008 Plan. As of the date hereof, we have granted
options to purchase an aggregate of 8,350,000 shares of our common stock under
the 2008 Plan.
6
Directors
and Executive Officers
Below are
the names and certain information regarding the Company’s current executive
officers and directors:
Name
|
Age
|
Title
|
Date First
Appointed
|
David
Rector
|
63
|
Chief
Executive Officer, Principal Financial Officer, President, Secretary,
Treasurer, and Director
|
September
30, 2008
|
David
Cather
|
50
|
Director
|
June
3, 2010
|
Andrew
Neale
|
52
|
Director
|
June
3, 2010
|
Craig
Niven
|
53
|
Director
|
June
3, 2010
|
Bruce
Stewart
|
45
|
Director
|
June
3, 2010
|
Directors
are elected to serve until the next annual meeting of stockholders and until
their successors are elected and qualified. Our executive officers
are appointed by the Board of Directors and serve at its pleasure.
Certain
biographical information for each of our executive officers and directors is set
forth below.
David Rector has served as our
Chief Executive Officer, President, Principal Accounting Officer, Secretary,
Treasurer and Director since September 30, 2008. Mr. Rector does not have an
employment agreement with us but receives $500 per month in compensation for his
services to us. Mr. Rector served as the Chief Executive Officer,
Chief Financial Officer, President, Secretary, Treasurer, and Director of Nevada
Gold Holdings, Inc. (formerly known as Nano Holdings International, Inc.) from
April 19, 2004 through December 31, 2008. He has served as the Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and
Director of Standard Drilling, Inc. since November 2007. Mr. Rector
has served as President, Treasurer, Secretary and a Director of Li3 Energy, Inc.
since June 6, 2008, was also the Chief Executive Officer and Chief Financial
Officer of the same company from June 6, 2008 until October 19, 2009 and January
13, 2010, respectively. Mr. Rector previously served as President,
Chief Executive Officer and Chief Operating Officer of Nanoscience from June
2004 to December 2006, when he resigned as an officer and Director of
Nanoscience. Mr. Rector also served as President, Chief Executive
Officer, Chief Financial Officer and Treasurer of California Gold Corp. (f/k/a
US Uranium, Inc.) from June 15, 2007 to July 11, 2007 and again from August 8,
2007 to November 12, 2007. Since June 1985, Mr. Rector has been the
principal of the David Stephen Group, which provides enterprise consulting
services to emerging and developing companies in a variety of industries. From
January 1995 until June 1995, Mr. Rector served as the General Manager of the
Consumer Products Division of Bemis-Jason Corporation. Mr. Rector was employed
by Sunset Designs Inc., a manufacturer and marketer of consumer product craft
kits from June 1980 until June 1985. From June 1983 until June 1985, Mr. Rector
served as President and General Manager of Sunset, from August 1981 until May
1985, Mr. Rector served as an Administrative and International Director of
Sunset, and from June 1980 until August 1981, Mr. Rector served as Group Product
Manager for Sunset.
7
Mr.
Rector currently serves, or has served during the last five years, on the Board
of Directors of each of the following public companies for the respective
tenures indicated below.
Public Company Name
|
Tenure as Director
|
|
Senesco
Technologies, Inc. (AMEX:SNT)
|
February
2002-present
|
|
Dallas
Gold & Silver Exchange (AMEX:DSG)
|
May
2003-present
|
|
Nevada
Gold Holdings, Inc. (NGHI.OB)
|
April
2004-present
|
|
US
Uranium, Inc. (USUI.OB)
|
June
2007-present
|
|
California
Gold Corp. (CLGL.OB)
|
June
2007-present
|
|
Standard
Drilling, Inc.(STDR.PK)
|
November
2007-present
|
|
Li3
Energy, Inc. (LIEG.OB)
|
June
2008-present
|
|
RxElite,
Inc. (RXEI.OB)
|
September
2007-February 2009
|
|
Superior
Galleries, Inc. (SPGR.OB)
|
May
2003-May 2007
|
|
Nanoscience
Technologies, Inc. (NANS.OB)
|
June
2004-December 2006
|
Mr.
Rector obtained his Bachelor’s Degree in Business Administration from Murray
State University in 1969.
David Cather has been a member
of our Board of Directors since June 3, 2010. Mr. Cather graduated
from the Royal School of Mines, Imperial College, and has extensive experience
in the development and management of a wide range of resource
projects. He has held senior executive positions at operational and
line management levels with both De Beers and Anglo American. Mr.
Cather is a Chartered Engineer, a member of IoM3, and a Competent
Person. He is a director of Compostela Mining Limited, an exploration
company with copper/gold porphyry assets in the Philippines.
Andrew Neale has been a member
of our Board of Directors since June 3, 2010. Mr. Neale is a mining
industry executive with over 20 years experience in all facets of production,
including operations, engineering management, environmental management and
government relations. He was previously Vice
President-Technical-Services for Freeport McMoran Copper and Gold in both
Indonesia and New Orleans. Andrew has a BSc and MSc in Mineral
Processing Engineering from the University of Alberta.
Craig Niven has been a member
of our Board of Directors since June 3, 2010. Mr. Niven is Chief
Executive and an Investment Director of Arlington Group Asset Management
Limited. He was previously Chief Executive of Arlington Group Plc (a
London Stock Exchange AIM listed investment company). Prior to that,
Mr. Niven acted as investment adviser to a number of private investment vehicles
and was Chairman and Founding Director of Griffin Mining
Limited. Until 1995, Mr. Niven was a Director and Head of Corporate
Finance at ANZ Grindlays Bank plc where he was responsible for origination and
execution of cross border transactions in Europe, Asia and Africa. He
is currently a Director of AIM listed Longships plc and Sportswinbet
Limited. He also has a number of private interests in property,
gaming and media related business. Mr. Niven has a Masters degree in
Economics from St Catharine’s College Cambridge and is a Chartered
Accountant.
Bruce Stewart has been a
member of our Board of Directors since June 3, 2010. Mr. Stewart has
over 15 years experience in global financial markets, with an emphasis on
natural resources. He has worked in Australia, Asia, England and
North America, including working with Jefferies and Co. in New York, where he
was responsible for advising and raising capital for hedge and mutual
funds. In 2007, Mr. Stewart became a board member of BDI Mining, a
diamond producer, where he negotiated a profitable sale of the company to GEM
Diamonds. Concurrently he sat on the board of an emerging copper and
molybdenum producer with projects in China.
8
Board
Committees
We have
not yet established any committees of our Board of Directors. Our
Board of Directors may designate from among its members an executive committee
and one or more other committees in the future. We do not have a
nominating committee or a nominating committee charter. The entire
Board of Directors performs all functions that would otherwise be performed by
committees. Given the present size of our board, we do not believe
that it is practical for us to have committees. If we are able to
grow our business and increase our operations, we intend to expand the size of
our board and allocate responsibilities accordingly.
Audit
Committee Financial Expert
We have
no separate audit committee at this time. The entire Board of
Directors oversees our audits and auditing procedures.
Director
Independence
We are
not currently subject to listing requirements of any national securities
exchange or inter-dealer quotation system which has requirements that a majority
of the board of directors be “independent” and, as a result, we are not at this
time required to have our Board of Directors comprised of a majority of
“Independent Directors.”
Shareholder
Communications
Currently,
we do not have a policy with regard to the consideration of any director
candidates recommended by security holders. To date, no security
holders have made any such recommendations.
Code
of Ethics
We have
adopted a written code of ethics (the “Code of Ethics”) that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, and persons performing similar functions. We believe that
the Code of Ethics is reasonably designed to deter wrongdoing and promote honest
and ethical conduct; provide full, fair, accurate, timely and understandable
disclosure in public reports; comply with applicable laws; ensure prompt
internal reporting of code violations; and provide accountability for adherence
to the code. To request a copy of the Code of Ethics, please make
written request to our President c/o Gottbetter & Partners, LLP, 488 Madison
Avenue, 12th Floor, New York, New York 10022.
9
Compliance
with Section 16(a) of the Exchange Act
Our
common stock is not registered pursuant to Section 12 of the Exchange
Act. Accordingly, our officers, directors and principal shareholders
are not subject to the beneficial ownership reporting requirements of Section
16(a) of the Exchange Act.
Executive
Compensation
We
incorporate herein by reference the information set forth in PART III, Item 11
“EXECUTIVE COMPENSATION” of our Annual Report on Form 10-K, filed with the SEC
on March 1, 2010.
On June
3, 2010, in connection with the increase in the size of our Board of Directors
from one to five, we granted Mr. Rector an option to purchase up to 350,000
shares of our common stock and we granted to each of our non-employee directors
options to purchase up to 2,000,000 shares of our common stock. Such
options are exercisable for a period of five years commencing three years from
the date of grant, subject to prior vesting, at an exercise price of $0.20 per
share. Such options vest with respect to one third of the shares
subject thereto on each of the date of grant, the first anniversary of the date
of grant and the second anniversary of the date of grant, provided that the
optionee continues to serve as our officer or director at such
time.
Certain
Relationships and Related Transactions, and Director Independence
We
incorporate herein by reference the information set forth in PART III, Item 13
“CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE” of
our Annual Report on Form 10-K, filed with the SEC on March 1,
2010.
Legal
Proceedings
Other
than routine litigation arising in the ordinary course of business that we do
not expect, individually or in the aggregate, to have a material adverse effect
on us, there is no currently pending legal proceeding and, as far as we are
aware, no governmental authority is contemplating any proceeding to which we are
a party or to which any of our properties is subject. However,
litigation is subject to inherent uncertainties, and an adverse result in these
or other matters that may arise from time to time may harm our
business.
10
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder
Matters
Since
July 24, 2007, our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board, originally under the symbol
“RTME.OB.” Our symbol changed to “FEDS.OB” on May 8, 2008 in
connection with our name change to Federal Sports & Entertainment,
Inc. Our symbol changed again to “UGDM.OB” effective May 12, 2010, in
connection with our name change to Universal Gold Mining Corp.
The
following table sets forth the high and low closing bid prices for our common
stock for the fiscal quarters indicated as reported on the OTCBB. The quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions. Our Common Stock is thinly
traded and, thus, pricing of our common stock on the OTCBB does not necessarily
represent its fair market value.
Period
|
High(1)
|
Low(1)
|
||||||
Fiscal Year Ending November 30,
2008
|
||||||||
First
Quarter
|
$ | 0.002500 | $ | 0.002500 | ||||
Second
Quarter
|
0.012750 | 0.002500 | ||||||
Third
Quarter
|
0.007500 | 0.007500 | ||||||
Fourth
Quarter
|
0.007500 | 0.007500 | ||||||
Fiscal Year Ending November 30,
2009
|
||||||||
First
Quarter
|
$ | 0.007500 | $ | 0.007500 | ||||
Second
Quarter
|
0.007500 | 0.002500 | ||||||
Third
Quarter
|
0.003025 | 0.003025 | ||||||
Fourth
Quarter
|
0.003025 | 0.003025 | ||||||
Fiscal Year Ending November 30,
2010
|
||||||||
First
Quarter
|
$ | 0.270000 | $ | 0.003025 | ||||
Second
Quarter
|
0.060000 | 0.003000 |
(1)
|
All
quotations give retroactive effect to our 2-for-1 forward stock split in
the form of a dividend which was effected on April 25, 2008, and our
20-for-1 forward stock split in the form of a dividend which was completed
on May 12, 2010.
|
As of
June 9, 2010, there were 73,000,000 shares of our common stock issued and
outstanding and 8,350,000 shares issuable upon exercise of outstanding options
granted under our 2008 Plan. On June 9, 2010, there were 17 holders
of record of shares of our common stock.
We have
never declared any cash dividends with respect to our common
stock. Future payment of dividends is within the discretion of our
Board of Directors and will depend on our earnings, capital requirements,
financial condition and other relevant factors. Other than provisions
of the Nevada Revised Statutes requiring post-dividend solvency according to
certain measures, there are no material restrictions limiting, or that are
likely to limit, our ability to pay dividends on our common
stock. Nonetheless, we presently intend to retain future earnings, if
any, for use in our business and have no present intention to pay cash dividends
on our common stock.
11
The
following table sets forth, as of the end of our most recently completed fiscal
year, certain information regarding our 2008 Plan, which is our only equity
compensation plan. All historical share and per share numbers have
been adjusted to reflect our 2-for-1 forward stock split in the form of a
dividend which was effected on April 25, 2008, and our 20-for-1 forward stock
split in the form of a dividend which was completed on May 12,
2010.
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
(a)
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
(c)
|
|||||||||
Equity
compensation plans approved by security holders
|
0 | n/a | 40,000,000 | (1) | ||||||||
Equity
compensation plans not approved by security holders
|
0 | n/a | 0 | |||||||||
Total
|
0 | n/a | 40,000,000 | (1) |
1
|
On
June 3, 2010, subsequent to the end of our most recently completed fiscal
year, we amended our 2008 Plan to reduce the number of shares of our
common stock issuable pursuant to awards granted thereunder to
10,000,000.
|
Recent
Sales of Unregistered Securities
We
incorporate herein by reference the information set forth in Item 3.02
“Unregistered Sales of Equity Securities” of our Current Report on Form 8-K,
filed with the SEC on May 27, 2010.
We
incorporate herein by reference the information set forth under the captions
“Material Events – Note Offering” and “Subsequent Event” in PART I, Item 1
“BUSINESS” and under the caption “Recent Sales of Unregistered Securities” in
PART II, Item 5 “MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES” of our Annual Report on Form
10-K, filed with the SEC on March 1, 2010.
We
incorporate herein by reference the information set forth in Item 3.02
“Unregistered Sales of Equity Securities” of our Current Report on Form 8-K,
filed with the SEC on April 18, 2008.
12
Description
of Securities
Authorized
Capital Stock
Our
Amended and Restated Articles of Incorporation, as amended, provide for the
issuance of 310,000,000 shares of capital stock, of which 300,000,000 are shares
of common stock, par value $0.001 per share, and 10,000,000 are blank-check
preferred stock, par value $0.001 per share.
Equity
Securities Issued and Outstanding
As of the
date of this report, there were issued and outstanding:
|
·
|
73,000,000
shares of our common stock; and
|
|
·
|
Options
to purchase 8,350,000 shares of our common stock none of which are
currently exercisable.
|
Common
Stock
Holders
of our common stock are entitled to one vote for each share held of record on
all matters submitted to a vote of the stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of
our common stock entitled to vote in any election of directors may elect all of
the directors standing for election. Apart from preferences that may
be applicable to any holders of preferred stock outstanding at the time, holders
of our common stock are entitled to receive dividends, if any, ratably as may be
declared from time to time by the Board out of funds legally available
therefor. Upon our liquidation, dissolution or winding up, the
holders of our common stock are entitled to receive ratably our net assets
available after the payment of all liabilities and liquidation preferences on
any outstanding preferred stock. Holders of our common stock have no
preemptive, subscription, redemption or conversion rights, and there are no
redemption or sinking fund provisions applicable to our common
stock. The rights, preferences and privileges of holders of our
common stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock which we may designate and
issue in the future. Each outstanding share of our common stock is
duly authorized, fully paid and non-assessable.
Preferred
Stock
Under the
terms of our Amended and Restated Articles of Incorporation, as amended, our
board of directors has authority, without any vote or action of our
stockholders, to issue up to 10,000,000 shares of “blank check” preferred stock
in one or more series and to fix the relative rights, preferences, privileges
and restrictions, including voting rights, dividend rights, conversion rights,
redemption terms (including sinking fund provisions) and liquidation preferences
and the number of shares constituting a series or the designation of such
series.
13
While we
do not currently have any plans for the issuance of preferred stock, the
issuance of such preferred stock could adversely affect the rights of the
holders of common stock and, therefore, reduce the value of the common
stock. It is not possible to state the actual effect of the issuance
of any shares of preferred stock on the rights of holders of the common stock
until the board of directors determines the specific rights of the holders of
the preferred stock; however, these effects may include:
|
·
|
Restricting
dividends on the common stock;
|
|
·
|
Diluting
the voting power of the common
stock;
|
|
·
|
Impairing
the liquidation rights of the common stock;
or
|
|
·
|
Delaying
or preventing a change in control of the Company without further action by
the stockholders.
|
Options
Our Board
of Directors adopted, and our stockholders approved, the 2008 Plan on April 15,
2008. The 2008 Plan reserves a total of 10,000,000 shares of our
common stock for issuance pursuant to awards granted under the 2008
Plan. If an incentive award granted under the 2008 Plan expires,
terminates, is unexercised or is forfeited, or if any shares are surrendered to
us in connection with an incentive award, the shares subject to such award and
the surrendered shares will become available for further awards under the 2008
Plan.
As of the
date of this report, we had outstanding 8,350,000 nonqualified stock options
under the 2008 Plan, with an exercise price of $0.20 per share. For
all option grants, our Board of Directors set the exercise price of the options
at a price equal to or greater than the fair market value of our common stock on
the date of grant of the options. Each outstanding option under the
2008 Plan vests in three equal installments on each of June 3, 2010, June 3,
2011 and June 3, 2012 (provided that the holder continues to serve as an officer
or director through such time) and is exercisable, to the extent vested, at any
time from June 3, 2012 until June 2, 2017.
Warrants
As of the
date of this Current Report, we have not issued any warrants for the purchase of
our securities.
Convertible
Securities
As of the
date hereof, we have not issued any convertible securities.
Reverse
Stock Splits
On April
25, 2008, we effected a forward stock split in the form of a dividend, pursuant
to which each share of our common stock then outstanding was converted into two
shares of our common stock. Then, on May 12, 2010, we completed
another forward stock split in the form of a dividend, pursuant to which each
share of our common stock then outstanding was converted into 20 shares of our
common stock.
14
Registration
Rights
We have
granted registration rights to the investors purchasing Shares in the Offering,
pursuant to a Registration Rights
Agreement among us and the Investors, dated as of May 24,
2010. Thereunder, we are required to file a registration statement
relating to the resale of the Shares sold in the Offering within 75 days of the
earliest of the final closing under the Offering or the termination date of the
Offering (the “Registration Filing Date”) and cause such registration statement
to be declared effective within 180 days after its first filing (the
“Registration Effectiveness Date”). We are further required to keep the
registration statement effective until the earlier of two years from the date
the registration statement is declared effective or until all of the Shares may
immediately being sold under Rule 144 during any 90 day period.
In the
event that the Securities and Exchange Commission (the “SEC”) should limit the
number of Shares that may be sold pursuant to the registration statement, we may
remove from the registration statement such number of Shares as specified by the
SEC on a pro-rata basis. Piggyback registration rights shall apply to
any Shares that are removed from the registration statement as the result
thereof. If the registration statement is not filed by the
Registration Filing Date, declared effective by the Registration Effectiveness
Date of if another Registration Event, as such term is defined in the
Registration Rights Agreement, occurs, then we will be required to make payments
to each holder of Shares, as partial liquidated damages, a cash sum equal to 1%
of the purchase price in the Offering of the Shares which are affected by such
Registration Event, for each full thirty (30) days during which such
Registration Event continues to affect such Shares (which shall be pro-rated for
any period less than 30 days). Notwithstanding the foregoing, the
maximum amount of liquidated damages that must be paid by us shall be an amount
equal to 10% of the purchase price paid in the Offering for the Shares which are
affected by all Registration Events in the aggregate. Notwithstanding
the foregoing, we will not be liable for the payment of damages for any delay in
registration of the Shares that may be included and sold by the holders thereof
in the registration statement solely as a result of a cut-back comment received
by the SEC. Further, we will not be liable for the payment of damages
with respect to any Shares excluded from the registration statement at the
request of the SEC.
Anti-Takeover
Effects of Provisions of Nevada State Law
We may be
or in the future we may become subject to Nevada’s control share
laws. A corporation is subject to Nevada’s control share law if it
has more than 200 stockholders, at least 100 of whom are stockholders of record
and residents of Nevada, and if the corporation does business in Nevada,
including through an affiliated corporation. This control share law
may have the effect of discouraging corporate takeovers. We currently
have 17 stockholders of record.
The
control share law focuses on the acquisition of a “controlling interest,” which
means the ownership of outstanding voting shares that would be sufficient, but
for the operation of the control share law, to enable the acquiring person to
exercise the following proportions of the voting power of the corporation in the
election of directors: (1) one-fifth or more but less than one-third; (2)
one-third or more but less than a majority; or (3) a majority or
more. The ability to exercise this voting power may be direct or
indirect, as well as individual or in association with others.
15
The
effect of the control share law is that an acquiring person, and those acting in
association with that person, will obtain only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of stockholders. The control
share law contemplates that voting rights will be considered only once by the
other stockholders. Thus, there is no authority to take away voting
rights from the control shares of an acquiring person once those rights have
been approved. If the stockholders do not grant voting rights to the
control shares acquired by an acquiring person, those shares do not become
permanent non-voting shares. The acquiring person is free to sell the
shares to others. If the buyer or buyers of those shares themselves
do not acquire a controlling interest, the shares are not governed by the
control share law.
If
control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than the acquiring person, who did not vote in
favor of approval of voting rights, is entitled to demand fair value for such
stockholder’s shares.
In
addition to the control share law, Nevada has a business combination law, which
prohibits certain business combinations between Nevada corporations and
“interested stockholders” for three years after the interested stockholder first
becomes an interested stockholder, unless the corporation’s Board of Directors
approves the combination in advance. For purposes of Nevada law, an
interested stockholder is any person who is: (a) the beneficial
owner, directly or indirectly, of 10% or more of the voting power of the
outstanding voting shares of the corporation; or (b) an affiliate or associate
of the corporation and at any time within the previous three years was the
beneficial owner, directly or indirectly, of 10% or more of the voting power of
the then-outstanding shares of the corporation. The definition of
“business combination” contained in the statute is sufficiently broad to cover
virtually any kind of transaction that would allow a potential acquirer to use
the corporation’s assets to finance the acquisition or otherwise to benefit its
own interests rather than the interests of the corporation and its other
stockholders.
The
effect of Nevada’s business combination law is to potentially discourage parties
interested in taking control of our company from doing so if it cannot obtain
the approval of our Board of Directors.
Transfer
Agent
The
transfer agent for our common stock is Continental Stock Transfer & Trust
Company. The transfer agent’s address is 17 Battery Place, New York,
New York 10004, and its telephone number is (212) 845-3212.
16
Indemnification
of Directors and Officers
Nevada
Revised Statutes (“NRS”) Sections 78.7502 and 78.751 provide us with the power
to indemnify any of our directors and officers. The director or officer must
have conducted himself/herself in good faith and reasonably believe that his/her
conduct was in, or not opposed to our best interests. In a criminal action, the
director, officer, employee or agent must not have had reasonable cause to
believe his/her conduct was unlawful.
Under NRS
Section 78.751, advances for expenses may be made by agreement if the director
or officer affirms in writing that he/she believes he/she has met the standards
and will personally repay the expenses if it is determined such officer or
director did not meet the standards.
Our
Amended and Restated Articles of Incorporation, as amended, provide a limitation
of liability such that no director or officer shall be personally liable to us
or any of our stockholders for damages for breach of fiduciary duty as an
officer or director, except for liability (i) for any breach of such officer’s
or director’s duty of loyalty to us or our stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, or (iii) for any transaction from which the officer or
director derived any improper personal benefit.
Our Board
of Directors may take such action as it deems necessary to carry out these
indemnification provisions, including adopting, subject to stockholder approval,
an amendment to our Amended and Restated Articles of Incorporation an explicit
provision that we shall indemnify and hold harmless each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding by reason of the fact that he or she, or a person for
whom he or she is the legal representative, is or was an officer or director of
ours or is or was serving at our request as an officer or director of another
corporation or of a partnership, joint venture, trust or other enterprise to the
fullest extent authorized by the Nevada General Corporation Law, adopting
procedures for determining and enforcing indemnification rights and purchasing
insurance policies. Our Board of Directors may also adopt bylaws or resolutions
or authorize the entry into contracts implementing indemnification arrangements
as may be permitted by law. The Board of Directors has authorized us to enter
into indemnification contracts with our officers and directors and we are
currently implementing these agreements. Neither the amendment nor
repeal of these indemnification provisions, nor the adoption of any provision of
our amended and restated certificate of incorporation or bylaws inconsistent
with these indemnification provisions, will eliminate or reduce any rights to
indemnification relating to their status or any activities prior to such
amendment, repeal or adoption.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted for our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
17
Financial
Statements
We
incorporate herein by reference the information set forth in PART IV, Item 15
“FINANCIAL STATEMENTS” of our Annual Report on Form 10-K, filed with the SEC on
March 1, 2010.
We
incorporate herein by reference the information set forth in PART I, Item 1
“Financial Statements” of our Quarterly Report on Form 10-Q, filed with the SEC
on April 14, 2010.
Item
5.01.
|
Change
in Control of Registrant.
|
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. Immediately prior to
the Cancellation, Ms. Farrell was the beneficial owner of approximately 67.3% of
our outstanding common stock, accordingly, the Cancellation may be deemed a
change in control. As a result of the Cancellation, the ownership
percentage of each of our other stockholders was proportionally
increased. However, as far as we are aware, no person or “group”
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended) has acquired control of us as a result of the
Cancellation.
The
information set forth in Item 2.01 under the caption “Security Ownership of
Certain Beneficial Owners and Management” is incorporated into this Item 5.01 by
reference.
Item
5.06.
|
Change
in Shell Company Status.
|
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). We believe that as a result of such payment we
have ceased to be a shell company.
The
information set forth above under Items 1.01 and 2.01 is incorporated into this
Item 5.06 by reference.
Item
5.07.
|
Submission
of Matters to a Vote of Security
Holders.
|
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.
18
Item
9.01.
|
Financial
Statements and Exhibits.
|
(a) Financial
statements of business acquired.
Not
applicable.
(b) Pro
forma financial information.
(d) Exhibits
Exhibit
Number
|
Description
|
|
3.1
*
|
Amended
and Restated Articles of Incorporation of Registrant as filed with the
Nevada Secretary of State on April 14, 2008
|
|
3.2
*
|
Certificate
of Amendment to Amended and Restated Articles of Incorporation of
Registrant as filed with the Nevada Secretary of State on April 9,
2010
|
|
3.3
|
Bylaws
of the Registrant (1)
|
|
4.1
|
Form
of 0% Secured Convertible Promissory Note (the “Note(s)) of the
Registrant (2)
|
|
4.2
|
Form
of 5-Year Bridge Warrant to Purchase shares of Common Stock of the
Registrant (2)
|
|
4.3
|
Form
of Securities Purchase Agreement by and among Registrant and the Buyer(s)
named therein (2)
|
|
10.1
|
Form
of Bridge Loan Agreement by and between the Registrant and Diamond Sports
& Entertainment, Inc. (“DSEI”) dated September 9,
2008 (2)
|
|
10.2
|
Form
of Unsecured Bridge Loan Promissory Note of DSEI in favor of the
Registrant dated September 9, 2008 (2)
|
|
10.3
|
Form
of Security Agreement by and among DSEI, Diamond Concessions, LLC and the
Buyer(s) of the Registrant’s Note(s) dated as of September 9,
2008 (2)
|
|
10.4
|
Form
of Pledge Agreement by and among the Registrant, the Pledgors named
therein, Gottbetter & Partners, LLP and the Buyer(s) named
therein (2)
|
|
10.5
†
|
2008
Equity Incentive Plan (3)
|
|
10.6
*
|
Assignment
of Promissory Note and Release dated as of February 3, 2010, by and
between the Registrant and the Buyer of the Registrant’s
Note
|
|
10.7
*
|
Option
Agreement among Core Values Mining & Exploration Company, Core Values
Mining & Exploration Company Sucursal Colombia and the Registrant,
dated as of April 23, 2010
|
19
10.8
*
|
Cancellation
Agreement between the Registrant and Linda Farrell, dated May 24,
2010
|
|
10.9
* †
|
Amendment
Number 1 to 2008 Equity Incentive Plan
|
|
10.10
*
|
Amendment
to Option Agreement among Core Values Mining & Exploration Company,
Core Values Mining & Exploration Company Sucursal Colombia and the
Registrant, dated as of June 4, 2010
|
|
14.1
|
Code
of Ethics (3)
|
|
21.1
*
|
List
of Subsidiaries
|
|
*
Filed herewith
† Management
contract or compensatory plan or arrangement
(1)
|
Filed
with the Securities and Exchange Commission on February 27, 2007 as an
exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File
No. 333-140900), which exhibit is incorporated herein by
reference.
|
(2)
|
Filed
with the Securities and Exchange Commission on September 15, 2008 as an
exhibit to the Registrant’s Current Report on Form 8-K, which exhibit is
incorporated herein by reference.
|
(3)
|
Filed
with the Securities and Exchange Commission on March 2, 2009 as an exhibit
to the Registrant’s Annual Report on Form 10-K, which exhibit is
incorporated herein by
reference.
|
20
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Universal Gold Mining Corp. | |||
Date: June
10, 2010
|
By:
|
/s/ David Rector | |
David Rector, President |
21
EXHIBIT
INDEX
Exhibit
Number
|
Description
|
|
3.1
*
|
Amended
and Restated Articles of Incorporation of Registrant as filed with the
Nevada Secretary of State on April 14, 2008
|
|
3.2
*
|
Certificate
of Amendment to Amended and Restated Articles of Incorporation of
Registrant as filed with the Nevada Secretary of State on April 9,
2010
|
|
3.3
|
Bylaws
of the Registrant (1)
|
|
4.1
|
Form
of 0% Secured Convertible Promissory Note (the “Note(s)) of the
Registrant (2)
|
|
4.2
|
Form
of 5-Year Bridge Warrant to Purchase shares of Common Stock of the
Registrant (2)
|
|
4.3
|
Form
of Securities Purchase Agreement by and among Registrant and the Buyer(s)
named therein (2)
|
|
10.1
|
Form
of Bridge Loan Agreement by and between the Registrant and Diamond Sports
& Entertainment, Inc. (“DSEI”) dated September 9,
2008 (2)
|
|
10.2
|
Form
of Unsecured Bridge Loan Promissory Note of DSEI in favor of the
Registrant dated September 9, 2008 (2)
|
|
10.3
|
Form
of Security Agreement by and among DSEI, Diamond Concessions, LLC and the
Buyer(s) of the Registrant’s Note(s) dated as of September 9,
2008 (2)
|
|
10.4
|
Form
of Pledge Agreement by and among the Registrant, the Pledgors named
therein, Gottbetter & Partners, LLP and the Buyer(s) named
therein (2)
|
|
10.5
†
|
2008
Equity Incentive Plan (3)
|
|
10.6
*
|
Assignment
of Promissory Note and Release dated as of February 3, 2010, by and
between the Registrant and the Buyer of the Registrant’s
Note
|
|
10.7
*
|
Option
Agreement among Core Values Mining & Exploration Company, Core Values
Mining & Exploration Company Sucursal Colombia and Universal Gold
Holdings (Cayman), Limited, dated as of April 23, 2010
|
|
10.8
*
|
Cancellation
Agreement between the Registrant and Linda Farrell, dated May 24,
2010
|
|
10.9
* †
|
Amendment
Number 1 to 2008 Equity Incentive Plan
|
|
10.10
*
|
Amendment
to Option Agreement among Core Values Mining & Exploration Company,
Core Values Mining & Exploration Company Sucursal Colombia and
Universal Gold Holdings (Cayman), Limited, dated as of June 4,
2010
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14.1
|
Code
of Ethics (3)
|
|
21.1
*
|
List
of Subsidiaries
|
|
*
Filed herewith
† Management
contract or compensatory plan or arrangement
(1)
|
Filed
with the Securities and Exchange Commission on February 27, 2007 as an
exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File
No. 333-140900), which exhibit is incorporated herein by
reference.
|
(2)
|
Filed
with the Securities and Exchange Commission on September 15, 2008 as an
exhibit to the Registrant’s Current Report on Form 8-K, which exhibit is
incorporated herein by reference.
|
(3)
|
Filed
with the Securities and Exchange Commission on March 2, 2009 as an exhibit
to the Registrant’s Annual Report on Form 10-K, which exhibit is
incorporated herein by
reference.
|