0001448597-13-000022.txt : 20131009 0001448597-13-000022.hdr.sgml : 20131009 20131009080553 ACCESSION NUMBER: 0001448597-13-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131009 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131009 DATE AS OF CHANGE: 20131009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bullfrog Gold Corp. CENTRAL INDEX KEY: 0001448597 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 412252162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54653 FILM NUMBER: 131142495 BUSINESS ADDRESS: STREET 1: 897 QUAIL RUN DRIVE CITY: GRAND JUNCTION STATE: CO ZIP: 81505 BUSINESS PHONE: 970-241-0347 MAIL ADDRESS: STREET 1: 897 QUAIL RUN DRIVE CITY: GRAND JUNCTION STATE: CO ZIP: 81505 FORMER COMPANY: FORMER CONFORMED NAME: Kopr Resources Corp. DATE OF NAME CHANGE: 20081023 8-K 1 bfgc20131009_8k.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): October 9, 2013

 

BULLFROG GOLD CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   333-164908   41-2252162

(State or other jurisdiction

of incorporation)

  (Commission File Number)   (IRS Employer Identification No.)
         
         
897 Quail Run Drive, Grand Junction, Colorado   81505
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (970) 270-8306

 

 

(Former name or former address, if changed since last report)

 

Copies to:

Harvey J. Kesner, Esq.

61 Broadway, 32 nd Floor

New York, New York 10006

Telephone: (212) 930-9700

 

 

 

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:

 

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))

 

 

 

 

 
 

 

 

Item 8.01 Other Events.

 

On October 9, 2013, Bullfrog Gold Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1.

 

The Company also refers investors to the Risk Factor that appears in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 18, 2013 (the “Form 10-K”), under the heading “Risks Relating to our Organization and our Common Stock”-“We use paid-for media coverage as part of our investor relations activities”. The language below reflects certain revisions to the existing Risk Factor.

 

 

The Company has entered into third party agreements for activities that we refer to as investor awareness activities.  These activities are intended to familiarize targeted audiences with our business.  These activities may result in attracting interest in our business from writers, bloggers, analysts, newsletters and others.  We are not responsible and we may not be aware of the content or timing of materials produced by such persons.    We may seek to suspend these activities from time to time when we are engaged in capital raising or other transactions.  Because third parties may continue to disseminate or republish information about us we may be unable to persuade third parties to discontinue these activities.

 

Our investor relations activities may include paid-for media coverage, personal video and telephone conferences and non-deal road shows in which our executives meet with prospective investors to discuss the Company’s business plans and methods and our management delivers a presentation about our business that is publicly available or on our website.  In addition to our investor relations activities we also, in the ordinary course of our business, will attend trade shows and speak at industry conferences and may meet with investors and prospective investors. We may pay for such attendance and speaking engagements as well as media coverage and expenses related thereto.

 

The Company has and in the future may provide compensation to or pay the costs of investor relations firms and paid for newsletters, websites, mailings and email activities, that are produced by third parties. The Company seeks to direct readers to publicly-available information concerning the Company using these means of increasing shareholder awareness of the business and activities of the Company. The Company does not intend to and will not routinely review or approve the content of such reports or materials and such materials are expected to be produced based upon such firms’ knowledge and experience of our industry, market, investors or company research or methods (although we may assist in identifying the materials to such firms).  Investor relations firms should generally disclose when they are compensated for their efforts, including the amount and nature of such compensation, but whether such disclosure is made or complete or in compliance with SEC or other regulatory laws, policy rules or regulations is not under our control nor is the content of such writings or media or news stories about us or our industry. In addition, investors in the Company may, from time to time, also take steps to encourage investor awareness through similar activities that may be undertaken at the expense of investors or we may agree to compensate or reimburse such investors for their activities, costs or expenses.   Investor relations activities may also be suspended or discontinued from time to time which may impact the trading market of our common stock.  Since we do not control the content and opinions expressed by third parties in connection with certain of our paid-for media coverage, some of the information written or expressed by such third parties about our Company may contain inaccurate information.

 

Item 9.01 Financial Statements and Exhibits

 

(d)           Exhibits.

 

Exhibit No . Description
   
99.1 Press Release dated October 9, 2013.
   
1
 

 

 

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 thereunto duly authorized.

 

Date:  October 9, 2013

 

  BULLFROG GOLD CORP.  
       
  By:  /s/ David Beling  
    Name:  David Beling  
    Title:    President, Chief Executive Officer and Chief Financial Officer  
       

 

 

EX-99.1 2 bfgc20131009_ex99.htm PRESS RELEASE

 

 

Bullfrog Gold Corp. Comments on Recent Stock Volume Increase

 

GRAND JUNCTION, COLORADO, October 9, 2013 Bullfrog Gold Corp. (BFGC:OTCBB) ("Bullfrog" the "Company" or “BFGC”) wishes to comment on the significant share trading volume that started on October 3, 2013 and continued through the close on October 8, 2013. The Company does not have any material non-public information that has not already been disclosed that could affect the Company’s stock volume. The Company also noted that the Registration Statement on Form S-1 (the “Registration Statement”) that was originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 7, 2013, was still being reviewed by the SEC and has not yet been cleared by the SEC, nor has the Company requested acceleration for the Registration Statement to be declared effective by the SEC. This registration statement was required pursuant to the debt facility agreement completed with RMB Australia Holdings Limited in December 2012 and concerns 7.0 million full warrants that are exercisable within three years at $0.35 per warrant. As these warrants have not been registered or exercised, they have not been part of the high trading volume in BFGC stock.

 

The Company is also aware of an article published by Herostocks.com after the market closing on October 7, 2013. The article appears to have been disseminated through a subscription based email. However, contrary to the statement made by Herostocks.com in its email to subscribers stating that Stock Appeal LLC, its parent company, “has been compensated up to $20,000 USD for increased public awareness of BFGC by a third party,” the Company's Chief Executive David Beling, confirms that the Company did not authorize or permit the article and was not aware of the article until October 8, 2013. The Company’s management was not interviewed and did not contribute to the content of the article.

 

The Company has reviewed the article and finds some of the statements made are exaggerated and/or inaccurate and may be misleading in regards to the Company's business prospects and anticipated share price. Given the inherent risks in the mining industry, the Company does not comment on the potential value of its share price. Bullfrog Gold urges any investor seeking information about the Company to review its public disclosure filings with the Securities and Exchange Commission which are available electronically on EDGAR. The Company, its officers, directors and employees confirm that they did not participate in, or benefit from, trading in shares of the Company during this high volume period. INVESTORS SHOULD PLACE NO RELIANCE ON THE PUBLICATION OR STATEMENTS THEREIN AND THE COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY THEREFORE.

 

While the Company’s management has addressed the particular article identified in this press release, the Company does not intend, nor does it undertake any obligation, to monitor and address any other factual inaccuracies, notes that additional factual inaccuracies may appear in statements made elsewhere or in the future. Accordingly, investors are encouraged to carefully read the information set forth in the Company’s SEC filings (including, without limitation, the Risk Factors set forth in the Form 10-K, as modified by the language in the Current Report on Form 8-K filed by the Company on October 9, 2013) and not to place any reliance on any other statements, reports, articles or claims.

1
 

 

 

 

About Bullfrog Gold Corp.

 

Bullfrog Gold Corp. is a Delaware corporation that started trading on the over-the-counter bulletin board market on October 17, 2011 under the symbol BFGC. By 1992, predecessor owners of the Company’s Newsboy Project in Arizona drilled 154 holes, estimated resources in the main deposit area at 5.3 million tons averaging 0.044 gold opt and 0.64 silver opt, completed a feasibility study and submitted environmental permit applications. During the past two years the Company completed 74 holes in three phases of drilling on the Newsboy Project and acquired additional lands in the area that management believes has exploration potential. The Company also has two prospective properties in Nevada, one of which is in the Bullfrog Mining District that management believes produced approximately 2.3 million ounces of gold between 1988 and 1998. The Company’s Klondike Project in Nevada is believed to have shallow occurrences of silver with potential base metal and barite byproduct credits. More information on the Company and its projects may be obtained from www.BullfrogGold.com, or by emailing info@BullfrogGold.com.

 

 

Cautionary Note Regarding Forward Looking Statements

 

This press release may contain certain "Forward-Looking Statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein including those with respect to the objectives, plans and strategies of the Company and those preceded by or that include the words "believes," "expects," "given," "targets," "intends," "anticipates," "plans," "projects," "forecasts" or similar expressions, are forward-looking statements that involve various risks and uncertainties. The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves many risks, requires substantial expenditures and may not result in the discovery of sufficient mineral deposits that can be mined profitably. Further the price of minerals and resources is highly volatile. The Company currently has no reserves on any of its properties.  While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"), not limited to Risk Factors relating to its business and properties contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law. As a result, this press release should be read in conjunction with the Company’s periodic filings with the SEC. The Companies filings are available at www.sec.gov.

 

Contact:

David Beling, PE, President, CEO & Director

(970) 628-1670

 

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