UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 20, 2004
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
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(Exact name of registrant as specified in its charter)
Nevada 000-50399 86-1066675
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
ONE EAST LIBERTY STREET, SIXTH FLOOR, SUITE 9, RENO, NEVADA 89504
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (775) 686-6081
N/A
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] 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))
This Form 8-K/A is being filed to include the auditor's letter regarding
Item 4.01, Change in Registrant's Certifying Accountant and correct the year of
the change of accountants.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 20, Pediment Gold LLC ("Pediment"), the Registrant's joint venture
with Nevada Gold Exploration Solutions, L.L.C. ("NGXS") to explore for gold in
the Nevada great basin physiographical area using a proprietary water chemistry
database developed by NGXS, entered into a binding letter agreement (the "Letter
Agreement") for exploration and development on unpatented mining claims located
in north-central Nevada (the "Property") during the three-year period beginning
on October 21, 2004 (the "Earn-In Period"). Pursuant to the Letter Agreement,
Pediment has the right to earn a 70% interest in the Property and to enter into
a joint venture agreement covering the Property. Retention of the Letter
Agreement is predicated on an initial payment of $3,000 (which Pediment paid in
October 2004), and an obligation to incur an aggregate of $1 million of work
expenditures on the Property during the Earn-In Period as follows: 1) $50,000
during the period from October 21, 2004 through October 21, 2005; 2) $250,000
during the period from October 21, 2005 through October 21, 2006; and 3)
$700,000 during the period from October 21, 2006 through October 21, 2007.
Pediment may acquire an undivided 70% interest in the Property after incurring
the full amount of the work expenditures. If Pediment acquires such interest,
Pediment is obligated to enter into a joint venture agreement with the mining
company that currently owns the Property. Pediment's interest in the Property is
subject to the mining company's right to earn an additional 40% interest upon
the payment of $3 million to Pediment or to convert its 30% interest into an
interest in 5% of net returns. In order to retain the Letter Agreement, Pediment
must pay all federal claim maintenance fees (or perform sufficient assessment
work) required to maintain the unpatented mining claims (the "Claims"), and
timely make all filings and recordings required in connection therewith
(collectively "Annual Maintenance"). During the Earn-In Period, Pediment is also
responsible for timely payment of all taxes levied or assessed upon or against
the Property and any facilities or improvements located thereon. Pediment may,
at any time in its sole discretion, terminate the Letter Agreement in its
entirety or with respect to any portion of the Claims. If Pediment terminates
the Letter Agreement, it will have no further obligations other than those
related to indemnifying the mining company against losses related to
misrepresentation of Pediment or any exploration, development or related work
conducted by Pediment on the Property, reclaiming the surface of the Property,
and performing remediation work as to the subsurface of the Property. If such
termination occurs prior to June 1, 2005, or after June 1 of any other year,
Pediment will also be obligated to perform Annual Maintenance for the assessment
year beginning on September 1 of the year of termination.
On November 24, 2004 ("Closing"), Battle Mountain Gold Exploration Corp.
(the "Registrant") entered into four (4) subscription agreements with four (4)
individual investors to purchase an aggregate of 450,000 shares of the
Registrant's common stock for an aggregate of $450,000 (or $1.00 per share).
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSAL OF ASSETS
On January 4, 2005, Battle Mountain Gold Exploration, Inc., the
Registrant's wholly-owned subsidiary (the "Subsidiary"), earned a 50% interest
in Pediment. The Subsidiary paid $325,000 in October 2004 and $840,000 (or an
aggregate of $1,165,000) for the 50% interest. The Subsidiary previously entered
into a joint venture agreement on June 8, 2004, with Nevada Gold Exploration
Solutions, LLC, a Nevada limited liability company ("NGXS"), regarding Pediment.
Pursuant to the joint venture, Pediment will explore the Nevada great basin
physiographic area using a proprietary water chemistry database developed by
NGXS. The Subsidiary has agreed to fund an aggregate of $3,250,000 (the "Initial
Contribution") for an exploration program in connection with an opportunity to
earn up to a 70% interest in Pediment. The Subsidiary has paid $1,165,000 of the
Initial Contribution and earned a 50% interest in Pediment, as discussed above.
The remainder of the Initial Contribution, as amended on August 15, 2004, is
payable as follows: 1) $385,000 due on July 1, 2005 which will give the
Subsidiary a 55% interest; 2) $385,000 due on November 1, 2005 which will give
the Subsidiary a 60% interest; and 3) $1,315,000 due on April 1, 2006 which will
give the Subsidiary a 70% interest. The Subsidiary will need to raise additional
financing to complete Initial Contribution.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Registrant sold an aggregate of 450,000 shares of common stock in a
transaction that was not be registered under the Securities Act of 1933 (the
"Act") to four (4) individual investors for an aggregate of $450,000 (or $1.00
per share). The Registrant claims an exemption from registration afforded by
Section 4(2) of the Act since the foregoing issuances did not involve a public
offering, the recipients had access to information that would be included in a
registration statement, took the shares for investment and not resale and the
Registrant took appropriate measures to restrict transfer.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective January 4, 2005, the client auditor relationship between the
Registrant and Morgan & Registrant, Chartered Accountants("Morgan") ceased as
the former principal independent accountant was dismissed. On that date, the
Registrant's Board of Directors approved a change of accountants and the
Registrant's management engaged Chisholm, Bierwolf & Nilson, LLC, Certified
Public Accountants ("Chisholm") as its principal independent public accountant
for the fiscal year ended July 31, 2005.
Chisholm is succeeding Morgan. Morgan audited the balance sheet of the
Registrant as of July 31, 2003 and July 31, 2004 and the related statements of
operations, cash flows, and stockholders' deficiency for the years ended July
31, 2003 and July 31, 2004, and for the cumulative period from November 30, 2001
(date of inception) to July 31, 2004. Morgan's report on the financial
statements of the Registrant for the fiscal years ended July 31, 2003 and July
31, 2004, and any later interim period, including the interim period up to and
including the date the relationship with Morgan ceased did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles except for concerns about the
Registrant's ability to continue as a going concern.
In connection with the audit of the Registrant's fiscal years ended July
31, 2003 and July 31, 2004, and any later interim period, including the interim
period up to and including the date the relationship with Morgan ceased, there
have been no disagreements with Morgan on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Morgan would have
caused Morgan to make reference to the subject matter of the disagreement(s) in
connection with its report on the Registrant's financial statements. There have
been no reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B
during the Registrant's fiscal years ended July 31, 2003 and July 31, 2004, and
any later interim period, including the interim period up to and including the
date the relationship with Morgan ceased.
The Registrant has authorized Morgan to respond fully to any inquiries of
any new auditors hired by the Registrant relating to their engagement as the
Registrant's principal independent accountant. The Registrant has requested
that Morgan review the disclosure and Morgan has been given an opportunity to
furnish the Registrant with a letter addressed to the Commission containing any
new information, clarification of the Registrant's expression of its views,
or the respect in which it does not agree with the statements made by the
Registrant herein. Such letter is filed as an exhibit to this report.
The Registrant has not previously consulted with Chisholm regarding either
(i) the application of accounting principles to a specified transaction,
either completed or proposed; or (ii) the type of audit opinion that might be
rendered on the Registrant's financial statements; or (iii) any matter that was
either the subject matter of a disagreement (as defined in Item 304(a)(1)(iv)(A)
of Regulation S-B) between the Registrant and Morgan, the Registrant's previous
principal independent accountant, as there were no such disagreements, or an
other reportable event (as defined in Item 304(a)(1)(iv)(B) of Regulation S-B)
during the Registrant's fiscal years ended July 31, 2003 and July 31, 2004, and
any later interim period, including the interim period up to and including the
date the relationship with Morgan ceased. Neither has the Registrant received
any written or oral advice concluding there was an important factor to be
considered by the Registrant in reaching a decision as to an accounting,
auditing, or financial reporting issue.
Chisholm has reviewed the disclosure in this report before it was filed
with the Commission and has been provided an opportunity to furnish the
Registrant with a letter addressed to the Commission containing any new
information, clarification of the Registrant's expression of its views, or the
respects in which it does not agree with the statements made by the Registrant
in response to Item 304 of Regulation S-B. Chisholm did not furnish a letter to
the Commission.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(d) On November 24, 2004, the Registrant's Board of Directors appointed
Brian Labadie and Anthony Crews as Directors.
Messrs. Labadie and Crews have not been named to any committees of the
Registrant's Board of Directors, and any committees of the Registrant's Board of
Directors to which Messrs. Labadie and Crews may be named have not been
determined, as of the filing of this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1(1) Short Form of Exploration and Development Agreement of Pediment Gold,
LLC
16.1* Letter from Morgan & Company, Chartered Accountant
(1) Filed as Exhibit 10.1 to the report on Form 8-K filed with the Commission
on January 6, 2005.
* Filed herein.
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.
BATTLE MOUNTAIN GOLD EXPLORATION CORP.
By: /s/James E. McKay
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James E. McKay
Chief Executive Officer
Dated: January 10, 2005