History
A tiny Nevada mining shell merged with a Colorado gold explorer in 2011, borrowed about $1 million from Sarasota lenders, then stopped SEC reporting in January 2013.
2010-2011: A shell looks for a deal
Varca Ventures was incorporated in Nevada in January 2010. In May 2010 it filed a registration statement to let existing shareholders resell 2,800,000 shares. It held a $300 mining claim covering 357 hectares in British Columbia, plus about $44,000 in cash, and its own prospectus described it as being in unsound financial condition.
The record then goes quiet until August 2011, when Varca signed a non-binding letter of intent to merge with Wildcat Mining Corporation, a private Nevada gold exploration company. The deal depended on Wildcat first raising at least $750,000 privately.
2011-2012: The Wildcat merger and borrowing
The merger closed in late October 2011. Varca issued 63,215,114 new shares for all of Wildcat, which held 15 patented gold claims in La Plata County, Colorado, and had accumulated losses of $4.4 million since 2005. Wildcat's former stockholders ended up with about 92% of Varca. The sole officer, Nadeem Lila, resigned and surrendered 8,000,000 shares. Roger Tichenor became chief executive, Randall Oser president and Paul Serluco chief financial officer. Headquarters moved to Sarasota, Florida, and Varca was no longer a shell. Shares on issue stood at 69,448,447 at the end of 2011.
Debt followed. In February 2012 Varca borrowed $400,000 (up to $500,000 was available) from Sarasota Varca Associates, LLC at 12% interest, paying a 7% finder's fee. In May 2012 its first full annual report showed the net loss widening to $2.4 million for the year to February 29, 2012, from $1.46 million, with a $6.1 million cumulative deficit. Auditors again doubted the company could continue as a going concern. In June 2012 it borrowed another $600,000 from Sarasota Varca II, LLC at 10%, repayable in three instalments, with the lender able to demand repayment in milled gold. Shares on issue were 70,248,447 at the end of 2012; the beats do not explain the increase.
2013: Going dark
On January 8, 2013, with 127 holders of record, below the 300-holder threshold, Varca filed to suspend its SEC reporting. That was less than 15 months after the merger. A same-week filing showed Wai Yin Marcia Pong becoming president. The record does not say what became of the mining operation, the lender notes or the Fairview Land Corp. lease before the company stopped reporting.
Written from the 7 story beats below (2010 to 8 Jan 2013), which come from the company's own announcements and filings.