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  4. Sierra Resource Group Inc (SIRG) Message Board

This is from another mining company's 10Q and it i

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Post# of 4018
Posted On: 01/27/2013 8:43:01 AM
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Posted By: Lmcat

This is from another mining company's 10Q and it is for comparison. Like SIRG they are waiting to begin operations. If you will compare these 2 companies, you will see the same expenses, (SIRG are lower) note problems that SIRG has and their assets are secured by notes.


But there are 2 huge differences. SIRG did not and will not do a R/S.


SIRG's CEO did not pay for a pump and then dump his shares! Rod bought 9,700,000 shares, they were got given to him.



On October 24, 2012 xxxx, entered into and consummated the sale to certain accredited investors pursuant to the Subscription Agreement of Secured Convertible Promissory Notes due October 24, 2014  in the aggregate principal amount of $200,000.


The Notes were issued at an original issue discount of 20% and bear no additional interest. The Notes are convertible into shares of the Company’s common stock, par value $.000001 per share, at a conversion price of $0.20 per share. The conversion price of the Notes will be reduced to seventy five percent (75%) of its then-current amount if the Company  fails to deliver for refining at least 700 ounces of gold by December 31, 2012. The conversion price is subject to adjustment for certain events, including the dividends, distributions or split of Common Stock, the Company’s consolidation, merger or reorganization, or in the event of the Company’s issuance of securities at a price lower than the per share conversion price then in effect.


The Company's obligations under the Subscription Agreement and the Notes are secured by all assets of the Company pursuant to a Security Agreement, dated as of April 27, 2012, as amended by the Subscription Agreement.





For the Three Months Ended September 30, 2012 - Expenses were $268,049







































































CURRENT LIABILITIES:


Accounts payable and accrued expenses

$ 253,504 $ -

Notes payable

250,000 250,000

Convertible notes payable, net of discount

500,000 402,778

Derivative liability - convertible notes payable

177,857 921,428

Derivative liability - warrants

294,384


April 23, 2012, the Company effectuated a 1,000-to-1 reverse stock split with respect to its outstanding shares of common stock, par value $.000001 per share.


On February 4, 2011, the Company entered into a Subscription Agreement with Whalehaven Capital Fund Limited , pursuant to which Whalehaven loaned the Company $250,000, evidenced by a promissory note which had a term of six months and accrued interest at a 6% per annum. In addition, pursuant to the terms of the Subscription Agreement, the Company issued to Whalehaven 300,000 shares of the Company’s common stock in reliance upon an exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.  On August 4, 2011, the Whalehaven Note matured. From and after August 4, 2011, the Whalehaven Note accrued interest at a default rate of 8% annually until March 30, 2012 when the maturity date of the Whalehaven Note was extended to June 20, 2012. Whalehaven subsequently assigned a part of the note in the aggregate principal amount of $130,000. On June 20, 2012, the maturity date of the note was extended to June 20, 2013.  As of September 30, 2012, accrued and unpaid interest under the Whalehaven Note was approximately $31,000.



On February 27, 2012, the Company entered into a Subscription Agreement with certain accredited investors (the “Subscribers”), pursuant to which the Subscribers collectively loaned $60,000 to the Company, evidenced by promissory notes (the “Notes”) maturing on May 26, 2012 and accruing interest at a rate of six percent (6%) annually.  On April 27, 2012, the Subscribers converted the Notes into the April 2012 convertible note (Note 6).  The Company recorded $601 in interest expense for the Notes during the nine months ended September 30, 2012.



On October 12, 2010, the Company entered into a Subscription Agreement with Alpha Capital Anstalt and Adventure Ventures LLC (collectively, the “Subscribers”), pursuant to which the Subscribers purchased convertible notes in the aggregate principal amount of $500,000, which are convertible into 12,500,000 shares of the Company’s common stock at a conversion price of $0.04 per share, and warrants to purchase 535,714 shares of common stock with an exercise price of $0.04 per share (as amended on March 30, 2012).  The notes issued to the Subscribers had a maturity date of April 12, 2012 which was extended to April 12, 2013 on July 18, 2012.










Property and equipment




Property and equipment, stated at cost, less accumulated depreciation at September 30, 2012 and December 31, 2011 consisted of the following:

























































































September 30,


December 31,


2012


2011


Land

$ 468,447 $ -

Machinery and mining equipment

594,909 -

Property and equipment

1,063,356 -

Less:  Accumulated depreciation and amortization

(37,519 ) -

Property and equipment, net

$ 1,025,837 $ -



Their CEO contributed certain mining equipment with his cost basis of approximate $355,262 to the Company in consideration of the issuance of 29,000,000 shares of the Company’s common stock.  Upon issuance of the shares of common stock, the Company valued the 29,000,000 common shares at $0.25 per share, or $7,250,000, $355,262 of which were recorded as property and equipment and the remaining balance of $6,894,738 of which is recorded as stock compensation expense.

And now their CEO is dumping his shares as the stock is over $1 giving him over $29M for his mining equipment!
















































































Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code 
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D) 
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock 1/22/2013 S 2974664 D $0.0001 26025336 D
Common stock 1/22/2013 S 500000 D $0.0001 25525336 D
Common stock 1/22/2013 S 141818 D $0.0001 25383518 D
Common stock 1/22/2013 S 141818 D $0.0001 25241700 D















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