0001521536-13-000366.txt : 20130425 0001521536-13-000366.hdr.sgml : 20130425 20130425145213 ACCESSION NUMBER: 0001521536-13-000366 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130425 DATE AS OF CHANGE: 20130425 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALOR GOLD CORP. CENTRAL INDEX KEY: 0001504937 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 800546288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87145 FILM NUMBER: 13782466 BUSINESS ADDRESS: STREET 1: 200 S VIRGINIA STREET STREET 2: 8TH FLOOR CITY: RENO STATE: NV ZIP: 89501 BUSINESS PHONE: 8887344361 MAIL ADDRESS: STREET 1: 200 S VIRGINIA STREET STREET 2: 8TH FLOOR CITY: RENO STATE: NV ZIP: 89501 FORMER COMPANY: FORMER CONFORMED NAME: FELAFEL CORP DATE OF NAME CHANGE: 20101104 FORMER COMPANY: FORMER CONFORMED NAME: FALAFEL CORP DATE OF NAME CHANGE: 20101103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Gold Corp. CENTRAL INDEX KEY: 0001432196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 260657736 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 BUSINESS PHONE: (877) 705-9357 MAIL ADDRESS: STREET 1: 1658 COLE BOULEVARD STREET 2: BUILDING 6, SUITE 210 CITY: LAKEWOOD STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: Sagebrush Gold Ltd. DATE OF NAME CHANGE: 20110519 FORMER COMPANY: FORMER CONFORMED NAME: Empire Sports & Entertainment Holdings Co. DATE OF NAME CHANGE: 20101005 FORMER COMPANY: FORMER CONFORMED NAME: Excel Global, Inc. DATE OF NAME CHANGE: 20080411 SC 13D/A 1 q1101074_pershing13da-valor.htm Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D/A
(Amendment No. 1)
 
Under the Securities Exchange Act of 1934*
 
 
VALOR GOLD CORP.
(Name of Issuer)
 
 
Common Stock
(Title of Class of Securities)
 
92025W10
(CUSIP Number)

Stephen Alfers
President and Chief Executive Officer
Pershing Gold Corporation
1658 Cole Boulevard
Building 6 - Suite 210
Lakewood, Colorado, 80401
877-705-9357
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:
Deborah J. Friedman
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
303-892-9400

February 27, 2013
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*
  
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
  
  1. 
  
Names of Reporting Persons
 
Pershing Gold Corporation
 
I.R.S. Identification Nos. of above persons (entities only)
 
I.R.S. I.D.#: 26-0657736
  2.
  
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ¨        (b)  ¨
 
  3.
  
SEC Use Only
 
  4.
  
Source of Funds (See Instructions)
 
OO
  5.
  
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ¨
 
  6.
  
Citizenship or Place of Organization
 
Nevada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
  
  7. 
  
Sole Voting Power
 
20,000,000
  
  8.
  
Shared Voting Power
 
0
  
  9.
  
Sole Dispositive Power
 
20,000,000
  
10.
  
Shared Dispositive Power
 
0
11.
  
Aggregate Amount Beneficially Owned by Each Reporting Person
 
20,000,000
12.
  
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ¨
 
13.
  
Percent of Class Represented by Amount in Row (11)
 
25.9% (based on 77,112,500  shares of common stock outstanding as reported on Valor’s Annual Report on Form 10-K for the year ended December 31, 2012)
14.
  
Type of Reporting Person (See Instructions)
 
CO
 
 
 
 
 
This Amendment No. 1 amends the Schedule 13D filed by Pershing Gold Corporation (“Reporting Person”) with respect to shares of the common stock of Valor Gold Corp., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Schedule 13D.
 
The following Items are hereby amended and restated in their entirety to read as follows:
 
Item 5. Interest in Securities of the Issuer
 
The Reporting Person has not purchased or sold any other shares of common stock of the Issuer during the past 60 days.
 
(a) – (b) Pershing beneficially owns 25.9% (based on 77,112,500  shares of common stock outstanding as reported on Valor’s Annual Report on Form 10-K for the year ended December 31, 2012).  Pershing has the sole power to vote and sole power to dispose of its Valor common stock.
 
(c) On February 27, 2013, Pershing sold 3,000,000 shares of Valor common stock for $0.10 per share (an aggregate of $300,000) in a private transaction.  On April 15, 2013, Pershing sold an additional 2,000,000 shares of Valor common stock for $0.07 per share (an aggregate of $140,000) in a private transaction.
 
(d) Other than the Pershing board of directors, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Valor common stock that is beneficially owned by Pershing.
 
(e) Not applicable.
 
 
 
 
 

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
Dated: April 22, 2013
 
     
 
Pershing Gold Corporation
   
 
By:
  
/s/ Eric Alexander
   
Eric Alexander
Vice President Finance and Controller