SEC Filing Summary: Touchstone Mining Limited (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Touchstone Mining Limited (not 22Nd Century Group, Inc.) on October 1, 2007, covering events occurring on September 26, 2007. The registrant is a Nevada corporation with principal executive offices in Vancouver, British Columbia, Canada.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or overall debt levels. The only specific financial figure disclosed relates to a debt settlement transaction:
- Debt Forgiveness Amount: $34,501.73 owed to Douglas Scheving (President and Director).
- Transaction Consideration: 3,000,000 shares of common stock issued to Mr. Scheving.
- Debt Characteristics: The debt was non-interest bearing, due on demand, and accrued since the company's inception for general working capital advances.
Material Changes
The primary material change reported is the entry into a Stock Purchase Agreement on September 26, 2007. This agreement resulted in the conversion of $34,501.73 of unsecured indebtedness owed to the President into equity. The Board of Directors approved the transaction, determining that the shares were issued at fair value. Consequently, the specific indebtedness to Mr. Scheving was terminated.
Guidance, Risks, and Unusual Items
The filing contains no forward-looking guidance, outlook, or management commentary regarding future operations. The transaction was executed under exemptions from registration requirements provided by Section 4(2) of the Securities Act of 1933 and Regulation S. No penalties were incurred in connection with the transaction.
Investor Verification Checklist
- Verify the total number of outstanding shares post-transaction to assess dilution impact.
- Confirm the fair value determination methodology used by the Board for the 3,000,000 shares issued.
- Review the company's latest audited financial statements to understand the total outstanding debt and working capital position beyond this specific transaction.
- Check for any subsequent filings regarding the status of the unregistered shares issued under Section 4(2) and Regulation S.