Current Report Filing (8-k)
October 28 2015 - 5:11PM
Edgar (US Regulatory)
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) October 28, 2015
HOMELAND
RESOURCES LTD.
(Exact
name of registrant as specified in its charter)
NEVADA
|
000-55282
|
26-0841675
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
3395 S. Jones
Boulevard, #169 Las Vegas, Nevada
|
|
89146
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
|
Registrant's
telephone number, including area code
|
(877)
503-4299
|
Not
Applicable
(Former
name or former address, 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:
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 3.02 UNREGISTERED SALES OF
EQUITY SECURITIES
During
the period from September 21, 2015 to October 22, 2015, Homeland Resources Ltd.
(the “Company”) issued an aggregate of 34,929,106 shares of its common stock on
conversion of certain convertible notes issued in 2014 and early 2015 as more
particularly described in Item 7.01 below. The shares were issued in reliance
of Rule 506 of Regulation D promulgated under the Securities Act of 1933.
ITEM 7.01 REGULATION FD DISCLOSURE
The following information is furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to liability under that section, nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing. By furnishing this information, the Company
makes no admission as to the materiality of any information in this report that
is required to be disclosed solely by reason of Regulation FD.
During
2014 and early 2015, Homeland Resources Ltd. (the “Company”) issued convertible
notes to creditors in order to finance its ongoing filing obligations and the
cost of negotiations with TeleSecurity Sciences Inc. (“TSS”). The
notes included the following as disclosed in the Company’s filings:
Creditor
|
Note
Amount
|
Disclosed
in
|
KBM
Worldwide Inc.
|
$88,500
|
Form
8-K filed September 16, 2014
|
KBM
Worldwide Inc.
|
$33,000
|
Form
8-K filed January 5, 2015
|
LG
Capital Funding, LLC
|
$25,000
|
Form
8-K filed January 6, 2015
|
Typenex
Co-Investment, LLC
|
$70,000
|
Form
8-K filed January 29, 2015
|
Vis
Vires Group, Inc.
|
$16,500
|
Form
10-Q filed March 23, 2015
|
Since the
Company’s most recent Form 10-Q for the period ended April 30, 2015 filed June
22, 2015, a number of notes have been converted at successively lower prices as
follows:
Date
|
Creditor
|
Amount
Converted
|
Shares
Issued
|
September 21, 2015
|
KBM
Worldwide Inc.
|
$7,020
|
1,800,000
|
October 1, 2015
|
KBM
Worldwide Inc.
|
$3,420
|
1,800,000
|
October 7, 2015
|
KBM
Worldwide Inc.
|
$2,520
|
1,800,000
|
October 8, 2015
|
KBM Worldwide
Inc.
|
$3,280
|
2,342,857
|
October 9, 2015
|
KBM
Worldwide Inc.
|
$3,280
|
2,342,857
|
October 13, 2015
|
KBM
Worldwide Inc.
|
$3,280
|
2,342,857
|
October 19, 2015
|
KBM
Worldwide Inc.
|
$2,815
|
2,345,833
|
October 21, 2015
|
KBM
Worldwide Inc.
|
$2,815
|
2,345,833
|
August 5, 2015
|
LG
Capital Funding, LLC
|
$3,140.05
|
257,381
|
September 30, 2015
|
LG
Capital Funding, LLC
|
$2,226.12
|
1,737,798
|
October 12, 2015
|
LG
Capital Funding, LLC
|
$2,125.37
|
1,742,106
|
October 22, 2015
|
LG
Capital Funding, LLC
|
$2,065.86
|
1,782,450
|
August 5, 2015
|
Typenex
Co-Investment, LLC
|
$17,608.91
|
1,572,224
|
October 1, 2015
|
Typenex
Co-Investment, LLC
|
$5,250
|
3,516,410
|
October 9, 2015
|
Typenex
Co-Investment, LLC
|
$4,302
|
3,600,000
|
October 22, 2015
|
Typenex
Co-Investment, LLC
|
$3,830.93
|
3,600,500
|
At the
time the Company entered into the notes, the Company had no other significant
financing available to it to meet its ongoing requirements. Since this process
started, the Company’s oil revenues have declined as a result of declining oil
prices.
The
Company’s original plan was to obtain conventional financing to retire the
indebtedness prior to the conversion rights becoming effective. The Company
was not able to obtain such financing due to the general decline of OTC
markets.
2
The
Company had sought to negotiate with the noteholders to prevent the destructive
effects on the Company’s market, but the creditors were not interested. As
disclosed in the Company’s filings, the conversion prices for the notes are
based on market prices therefore by successively converting and selling, the
creditors enjoy successively lower conversion prices. Two of the creditors,
KBM Worldwide, Inc. and Vis Vires Group, Inc., are now alleging that the
Company is in default of its obligations under the notes because the Company’s
authorized common share capital after reserves for other notes is not
sufficient to allow them to convert the balance of their notes. They have sent
notices of default and demands for payment to the Company.
The
Company is negotiating a settlement with them to avoid such penalties. They
have indicated they would waive such penalties if the balances outstanding
under the notes are paid by October 30, 2015. The Company is attempting to
obtain financing for that purpose, but it is unlikely it will be able to do so
before that date. The Company is also trying to obtain financing to pay the
costs to file its Annual Report on Form 10-K for the year ended July 31, 2015.
Unless the Company can obtain such financing, it will not be able to keep its
disclosure current and will be relegated to a lower level on the OTC Markets.
On other
fronts, the Company continues positive negotiations with TSS regarding
acquiring their medical technologies. It is unlikely the Company will be able
to complete an agreement until the convertible debt has been resolved.
Once the
convertible debt has been resolved, the Company intends to reorganize its
capital and seek conventional financing. The Company will not accept any
further offers of the type of toxic debt financing that has caused the damage
to the Company’s market.
SIGNATURE
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.
|
HOMELAND RESOURCES
LTD. |
Date: October
28, 2015 |
|
|
By: |
/s/
David St. James |
|
|
David St. James |
|
|
Secretary and
Treasurer |
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