UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x]X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedMay 31, 2010February 28, 2011
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to________ to ________
COMMISSION FILE NUMBER:000-53556
YATERRA VENTURES CORP.
(Exact name of registrant as specified in its charter)
NEVADA | 75-3249571 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
240 Martin Street, #3 | |
Blaine, WA | 98230 |
(Address of principal executive offices) | (Zip Code) |
(360) 510-8998
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[X][x]Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] | |
Non-accelerated filer [ ] | (Do not check if a smaller reporting company) | Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes[Yes [ ] No[x]No[X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:As of July 13, 2010,April 19, 2011, the IssuerRegistrant had 1,630,000 Sharesshares of Common Stock outstanding.common stockoutstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and ninesix months ended May 31, 2010February 28, 2011 are not necessarily indicative of the results that can be expected for the year ending August 31, 2010.2011.
As used in this Quarterly Report, the terms "we,” "us,” "our,” “Yaterra” and the “Company” mean Yaterra Ventures Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
2
YATERRA VENTURES CORP.
(An Exploration Stage Company)
THIRDSECOND QUARTER FINANCIAL STATEMENTS
MAY 31, 2010FEBRUARY 28, 2011
(Unaudited – see Notice to Reader)(Unaudited)(Stated in U.S. Dollars)
YATERRA VENTURES CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited – see Notice to Reader)
(Stated in U.S. Dollars)
FEBRUARY 28 | AUGUST 31 | |||||
2011 | 2010 | |||||
ASSETS | ||||||
Current | ||||||
Cash | $ | - | $ | 51 | ||
Computer Equipment(Note 4) | - | 98 | ||||
Mineral Property Acquisition Costs(Note 5) | 24,855 | 24,362 | ||||
Total Assets | $ | 24,855 | $ | 24,511 | ||
LIABILITIES | ||||||
Current | ||||||
Excess of checks issued over funds on deposit | $ | 2,502 | $ | - | ||
Accounts payable and accrued liabilities | 125,777 | 116,739 | ||||
Amounts payable to related parties (Note 8) | 38,250 | 30,500 | ||||
Promissory notes (Note 6) | 227,532 | 161,091 | ||||
Total Current Liabilities | 394,061 | 308,330 | ||||
STOCKHOLDERS’ DEFICIENCY | ||||||
Capital Stock(Note 7) | ||||||
Authorized: 100,000,000 common voting stock with a par value of $0.001 per share 100,000,000 preferred stock with a par value of $0.001 per share – none issued | ||||||
Issued: 1,630,000 common shares as at August 31, 2010 and February 28, 2011 | 1,630 | 1,630 | ||||
Additional Paid-In Capital | 189,370 | 189,370 | ||||
Deficit Accumulated During The Exploration Stage | (560,206 | ) | (474,819 | ) | ||
Total Stockholders’ Deficiency | (369,206 | ) | (283,819 | ) | ||
Total Liabilities and Stockholders’ Deficiency | $ | 24,855 | $ | 24,511 |
The accompanying condensed notes are an integral part of these interim financial statements.
F-1
YATERRA VENTURES CORP.
STATEMENTS OF OPERATIONS(Unaudited – see Notice to Reader) MAY 31 AUGUST 31 2010 2009 ASSETS Current Cash $ 59 $ 1,941 Total Current Assets 59 1,941 Computer Equipment(Note 4) 197 493 Mineral Property Acquisition Costs(Note 5) 23,403 22,443 Total Assets $ 23,659 $ 24,877 LIABILITIES Current Accounts payable and accrued liabilities $ 104,632 $ 74,333 Accounts payable to related parties (Note 8) 26,250 19,040 Promissory notes (Note 6) 145,396 64,339 Total Current Liabilities 276,278 157,712 STOCKHOLDERS’ EQUITY (DEFICIT) Capital Stock(Note 7) Authorized:
100,000,000 common shares with a par value of $0.001 per share
100,000,000 preferred shares with a par value of $0.001 per share – none issued Issued:
1,630,000 common shares as at May 31, 2010 and August 31, 2009
1,630
1,630 Additional Paid-In Capital 189,370 189,370 Deficit Accumulated During The Exploration Stage (443,619 ) (323,835 ) Total Stockholders’ Equity (Deficit) (252,619 ) (132,835 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 23,659 $ 24,877
(Stated in U.S. Dollars)
CUMULATIVE | |||||||||||||||
PERIOD FROM | |||||||||||||||
THREE | SIX | INCEPTION | |||||||||||||
MONTHS | MONTHS | NOVEMBER 20 | |||||||||||||
ENDED | ENDED | 2006 TO | |||||||||||||
FEBRUARY 28 | FEBRUARY 28 | FEBRUARY 28 | |||||||||||||
2011 | 2010 | 2011 | 2010 | 2011 | |||||||||||
Expenses | |||||||||||||||
Accounting and audit | $ | 5,348 | $ | 14,707 | $ | 14,631 | $ | 19,707 | $ | 123,308 | |||||
Bank charges and interest | 5,585 | 3,345 | 10,002 | 5,948 | 27,427 | ||||||||||
Consulting fees | 150 | 150 | 300 | 300 | 2,450 | ||||||||||
Depreciation | - | 98 | 98 | 197 | 1,184 | ||||||||||
Management fees | 12,000 | 12,000 | 24,000 | 24,000 | 171,500 | ||||||||||
Mineral property exploration costs | 1,756 | 5,560 | 1,756 | 5,560 | 39,994 | ||||||||||
Office and administrative | 9,178 | 4,129 | 11,947 | 8,221 | 55,302 | ||||||||||
Professional fees | 8,954 | 6,930 | 18,363 | 11,081 | 104,021 | ||||||||||
Transfer agent and filing fees | 3,956 | 2,961 | 3,956 | 4,242 | 19,351 | ||||||||||
Travel and promotion | 162 | - | 334 | - | 15,669 | ||||||||||
Net Loss For The Period | $ | (47,089 | ) | $ | (49,880 | ) | $ | (85,387 | ) | $ | (79,256 | ) | $ | (560,206 | ) |
�� | |||||||||||||||
Basic And Diluted Loss Per Share | $ | (0.03 | ) | $ | (0.03 | ) | $ | (0.05 | ) | $ | (0.05 | ) | |||
Weighted Average Number Of Common Shares Outstanding | 1,630,000 | 1,630,000 | 1,630,000 | 1,630,000 |
The accompanying condensed notes are an integral part of these interim financial statements.
F-2
YATERRA VENTURES CORP.
CUMULATIVE | |||||||||||||||
PERIOD FROM | |||||||||||||||
THREE | NINE | INCEPTION | |||||||||||||
MONTHS | MONTHS | NOVEMBER 20 | |||||||||||||
ENDED | ENDED | 2006 TO | |||||||||||||
MAY 31 | MAY 31 | MAY 31 | |||||||||||||
2010 | 2009 | 2010 | 2009 | 2010 | |||||||||||
Expenses | |||||||||||||||
Accounting and audit | $ | 10,819 | $ | 2,132 | $ | 30,526 | $ | 26,275 | $ | 101,446 | |||||
Bank charges and interest | 3,521 | - | 9,469 | - | 13,413 | ||||||||||
Consulting fees | 150 | 150 | 450 | 450 | 2,000 | ||||||||||
Depreciation | 99 | 98 | 296 | 296 | 987 | ||||||||||
Management fees | 12,000 | 9,000 | 36,000 | 27,000 | 135,500 | ||||||||||
Mineral property exploration costs | - | - | 5,560 | 17,960 | 36,498 | ||||||||||
Office and administrative | 5,971 | 6,716 | 14,192 | 14,451 | 39,705 | ||||||||||
Professional fees | 6,428 | 7,717 | 17,509 | 44,176 | 83,512 | ||||||||||
Transfer agent and filing fees | - | 7,583 | 4,242 | 8,258 | 15,395 | ||||||||||
Travel and promotion | 1,540 | - | 1,540 | 2,278 | 15,163 | ||||||||||
Net Loss For The Period | $ | (40,528 | ) | $ | (33,396 | ) | $ | (119,784 | ) | $ | (141,144 | ) | $ | (443,619 | ) |
Basic And Diluted Loss Per Share | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.07 | ) | $ | (0.09 | ) | |||
Weighted Average Number OfCommon Shares Outstanding | 1,630,000 | 1,630,000 | 1,630,000 | 1,616,813 |
The accompanying condensed notes are an integral part of these interim financial statements.(An Exploration Stage Company)
F-3STATEMENTS OF CASH FLOWS
(Unaudited – see Notice to Reader)
(Stated in U.S. Dollars)
CUMULATIVE | CUMULATIVE | |||||||||||||||||
PERIOD FROM | PERIOD FROM | |||||||||||||||||
NINE | INCEPTION | SIX | INCEPTION | |||||||||||||||
MONTHS | NOVEMBER 20 | MONTHS | NOVEMBER 20 | |||||||||||||||
ENDED | 2006 TO | ENDED | 2006 TO | |||||||||||||||
MAY 31 | MAY 31 | FEBRUARY 28 | FEBRUARY 28 | |||||||||||||||
2010 | 2009 | 2010 | 2011 | 2010 | 2011 | |||||||||||||
Cash (Used In) Operating Activities | ||||||||||||||||||
Net loss | $ | (119,784 | ) | $ | (141,144 | ) | $ | (443,619 | ) | |||||||||
Cash Provided by (Used In) OperatingActivities | ||||||||||||||||||
Net loss for the period | $ | (85,387 | ) | $ | (79,256 | ) | $ | (560,206 | ) | |||||||||
Depreciation | 296 | 296 | 987 | 98 | 197 | 1,184 | ||||||||||||
Interest accrued on promissory notes | 6,643 | 829 | 8,852 | 8,969 | 4,542 | 22,713 | ||||||||||||
Unrealized foreign exchange | 1,219 | - | 1,219 | |||||||||||||||
Changes in non-cash operating working capital items: | ||||||||||||||||||
Deposits | - | 2,323 | - | |||||||||||||||
Accounts payable and accrued liabilities | 30,299 | 53,316 | 104,632 | 9,038 | 18,194 | 125,777 | ||||||||||||
Accounts payable to related parties | 7,210 | - | 26,250 | |||||||||||||||
Amounts due to related parties | 7,750 | 4,210 | 38,250 | |||||||||||||||
(74,117 | ) | (84,380 | ) | (301,679 | ) | (59,532 | ) | (52,113 | ) | (372,282 | ) | |||||||
Cash (Used In) Investing Activities | ||||||||||||||||||
Cash Used In Investing Activities | ||||||||||||||||||
Mineral property acquisition costs | (960 | ) | (16,000 | ) | (23,403 | ) | (493 | ) | (960 | ) | (24,855 | ) | ||||||
Computer equipment | - | - | (1,184 | ) | - | - | (1,184 | ) | ||||||||||
(960 | ) | (16,000 | ) | (24,587 | ) | (493 | ) | (960 | ) | (26,039 | ) | |||||||
Cash Provided By Financing Activities | ||||||||||||||||||
Issue of share capital | - | 60,000 | 191,000 | - | - | 191,000 | ||||||||||||
Promissory notes | 73,195 | 39,770 | 135,325 | 57,472 | 55,585 | 204,819 | ||||||||||||
73,195 | 99,770 | 326,325 | 57,472 | 55,585 | 395,819 | |||||||||||||
Increase (Decrease) In Cash | (1,882 | ) | (610 | ) | 59 | |||||||||||||
(Decrease) Increase In Cash | (2,553 | ) | 2,512 | (2,502 | ) | |||||||||||||
Cash, Beginning Of Period | 1,941 | 1,720 | - | 51 | 1,941 | - | ||||||||||||
Cash, End Of Period | $ | 59 | $ | 1,110 | $ | 59 | ||||||||||||
(Excess of Checks Issued Over Funds onDeposit) Cash, End Of Period | $ | (2,502 | ) | $ | 4,453 | $ | (2,502 | ) | ||||||||||
Supplemental Disclosure Of Cash FlowInformation | ||||||||||||||||||
Cash paid during the period for: | ||||||||||||||||||
Interest | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||
Income taxes | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
There were no material non-cash financing or investing activities during the periods presented.
The accompanying condensed notes are an integral part of these interim financial statements.
F-4F-3
YATERRA VENTURES CORP.
CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
FEBRUARY 28, 2011
(Unaudited – see Notice to Reader)
(Stated in U.S. Dollars)
1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS |
The unaudited financial information furnished herein reflects all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto included for the fiscal year ended August 31, 2009. The Company assumes that the readers of these interim financial statements herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended August 31, 2009, has been omitted. The results of operations for the nine month period ended May 31, 2010 are not necessarily indicative of results for the entire year ending August 31, 2010. The Company assumes that the readers of these interim financial statements herein have read, or have access to, the audited financial statements for the preceding fiscal year, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s financial statements for the fiscal year ended August 31, 2010, has been omitted. The results of operations for the six month period ended February 28, 2011 are not necessarily indicative of results for the entire year ending August 31, 2011.
Organization
Yaterra Ventures Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on November 20, 2006. The Company’s principal executive offices are in Bellingham, Washington, U.S.A.
Reverse Stock Split
During the year ended August 31, 2008, the Company’s shareholders approved a decrease in the number of issued and outstanding shares on a one for ten (1:10) basis, such that each shareholder will hold one share for every ten shares held. Share and per share data (except par value) for the periods presented reflect the effects of this reverse stock split.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has not commenced business operations. The Company is an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7.
F-4
1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Going Concern | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
F-8 YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
F-10 YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
F-11 YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
During the period ended August 31, 2007, the Company entered into a purchase agreement to acquire an undivided 100% interest in a mineral claim (known as the “Minnie Claim”) located in the Leecher Creek Mining District, Okanogan County, Washington. The consideration was $6,000 cash (paid) on execution of the agreement. During the year ended August 31, 2009, the Company entered into a purchase agreement to acquire an undivided interest in a series of ten mineral claims (collectively referred to as the “Blue Jack Claims”) located in Humboldt County, Nevada. The consideration was $16,000 (paid) on execution of the agreement. On July 14, 2009, the Company entered into an assignment agreement to acquire an undivided 60% interest in a mineral claim (known as the “Frances” claim) situated in the Vancouver Mining District, British Columbia, Canada. The Company paid $500 CDN on execution of the agreement. The assignment agreement was amended on October 27, 2009 (the “First Amendment Agreement”), December 10, 2009 (the “Second Amendment Agreement”),
F-12 YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
F-14 YATERRA VENTURES CORP. CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS FEBRUARY 28, 2011
F-15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption, "Part II - Item 1A. Risk Factors,” and elsewhere in this Quarterly Report. Forward looking statements are based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the date We intend to discuss in our Quarterly Reports and Annual Reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Quarterly Report. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on the Company’s business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forwarding looking statement. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"). OVERVIEW We were incorporated on November 20, 2006 pursuant to the laws of the State of Nevada. We are an exploration stage company engaged in the acquisition and exploration of mineral properties. Currently, we hold a 100% interest in two mineral properties that we call the “Blue Jack Property” and the “Minnie Claim”. The Blue Jack Property is comprised of 10 mineral claims In addition to the Blue Jack Property and the Minnie Claim, we also have an option to acquire a 60% interest (the “Option”) in a property referred to as the Frances Property. The Frances Property consists of 206 hectares and is located in the Vancouver Mining District, British Columbia. Under the terms of an option agreement dated July 14, 2009, as amended on October 27, 2009 (the “First Amendment Agreement”), December 10, 2009 (the “Second Amendment Agreement”), February 11, 2010 (the “Third Amendment Agreement”)
3
We are currently in the process of negotiating an extension to the option agreement with the Optionor. Our ability to exercise the Option will be subject to our obtaining additional financing. There is no assurance that we will be able to exercise the Option in order to acquire a 60% undivided interest in the Frances Property. We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration LETTER OF INTENT - NANOCRYPT On January 18, 2010, we entered into a letter of intent with nanoCrypt AG ("nanoCrypt") with respect to entering into a proposed business combination with nanoCrypt. NanoCrypt is the owner of a patented technology used for their mobile ticketing and coupon systems known as nanoTicket™ and nanoCoupon™ respectively. Under the letter of intent, we agreed to complete a business combination such that following completion of the business combination, nanoCrypt or its shareholders will own 60% of the common shares of the resulting entity and our shareholders immediately prior to the business combination will own the remaining 40%. The parties agreed to use reasonable commercial efforts to prepare and execute formal documents for the business combination within 60 days of the date of the letter of intent. We were unable to finalize a formal agreement for the proposed business combination. As a result, we have chosen not to proceed with the proposed business combination with nanoCrypt. PLAN OF OPERATION During the next twelve months and subject to our ability to obtain additional financing, we intend to conduct mineral exploration activities on the Blue Jack Property in order to assess whether it possesses mineral reserves capable of commercial extraction. We have decided to suspend our operations on the Minnie Claim in order to focus our resources on the Blue Jack Property. 4 Our exploration program on the Blue Jack Property is designed to explore for commercially viable deposits of lead, zinc, copper, silver, gold or uranium mineralization. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral properties.
Our plan is to conduct Phase Ia of our exploration program on the Blue Jack Property in Summer
We anticipate that we will incur the following expenses over the next twelve months:
To date, we have not earned any revenues and we do not anticipate earning revenues in the near future. As at RESULTS OF OPERATIONS Three
5 Revenue We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs. Expenses Our expenses for the three and
Our operating expenses
Audit and accounting expenses and professional expenses primarily relate to expenses incurred in connection with meeting our ongoing reporting requirements under the Exchange Act. Management
If we are able to obtain sufficient financing to proceed with our plan of operation, of which there is no assurance, we expect that our expenses will increase significantly as we engage in mining and exploration activities. 6 LIQUIDITY AND CAPITAL RESOURCES
As of Since our inception, we have used our common stock to raise money for our operations and to fund our property acquisitions. We have not obtained profitable operations and are dependent upon obtaining additional financing to pursue our plan of Future Financings We currently do not have sufficient financial resources to implement Phase Ia of our exploration program on the Blue Jack Property. Therefore, we will need to obtain additional financing in order to implement our exploration program on the Blue Jack Property. We anticipate relying on equity sales of our common stock or loans in order to continue to fund our business operations. Issuance of additional securities will result in dilution to shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities. Currently, we do not have any arrangements for additional financing. Our plan of operation calls for us to spend significantly more than our current capital resources or the amount of financing that we have been able to obtain to date. As such, there is a substantial doubt that we will be able to raise significant financing to complete our stated plan of operation. Any substantial financing that we are able to obtain is expected to be in the form of equity financing.
OFF-BALANCE SHEET ARRANGEMENTS We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. CRITICAL ACCOUNTING POLICIES Our significant accounting policies are disclosed in Note 2 of our interim financial statements included in this Quarterly Report. We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. 7 Use of Estimates The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates. Exploration Stage Enterprise Our financial statements are prepared using the accrual method of accounting. Until such properties are acquired and developed, we will continue to prepare our financial statements and related disclosures in accordance with entities in the exploration stage. Mineral Property Interests We are an exploration stage mining company and have not yet realized any revenue from our operations. We are primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable. Our management periodically reviews the carrying value of our investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values. Our exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable. 8 ITEM 4T. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rules 13a-15(e) and 15(d)-15(e) as of Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 1A. RISK FACTORS. The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation. If we do not obtain additional financing, our business will fail. As at Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure. Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Our mineral properties do not contain a known body of commercial ore and, therefore, any program conducted on our mineral properties would be an exploratory search of ore. There is no certainty that any expenditures made in the exploration of our mineral properties will result in discoveries of commercial quantities of ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration program do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon our possessing sufficient capital resources to purchase such claims. If we do not have sufficient capital resources and are unable to obtain sufficient financing, we may be forced to abandon our operations. We have no known mineral reserves and if we cannot find any, we may have to cease operations. We are in the initial phases of our exploration program for the Blue Jack Property. It is unknown whether this property contains viable mineral reserves. If we do not find a viable mineral reserve, or if we cannot exploit the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we may have to cease operations and investors may lose their investment. Mineral exploration is a highly speculative endeavor. It involves many risks and is often non-productive. Even if mineral reserves are discovered on our properties our production capabilities will be subject to further risks and uncertainties including:
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The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near the Blue Jack Property, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection. We face significant competition in the mineral exploration industry. We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do. Due to our weaker competitive position, we may have greater difficulty in hiring and retaining qualified personnel to conduct our planned exploration activities, which could cause delays in our exploration programs. In addition, there is significant competition for a limited number of mineral properties. Due to our weaker financial position, we may be unable to acquire rights to new mineral properties on a continuing basis. Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program. As we undertake exploration of our mineral properties, we will be subject to compliance with government regulations that may increase the anticipated cost of our exploration program. There are several governmental regulations that materially restrict mineral exploration. We
At this stage of our development, the annual 11 Because our executive officers and directors do not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail. None of our executive officers and directors has any formal training as a geologist. With the exception of If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail Our success will largely depend on our ability to hire highly qualified personnel with experience in geological exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed could have a significant negative effect on our business. Because the prices of metals fluctuate, if the price of metals for which we are exploring decreases below a specified level, it may no longer be profitable to explore for those metals and we will cease operations. Metal prices are determined by such factors as expectations for inflation, the strength of the United States dollar, global and regional supply and demand, and political and economic conditions and production costs in metals producing regions of the world. The aggregate effect of these factors on metal prices is impossible for us to predict. In addition, the prices of metals such as lead, zinc, copper, silver, gold or uranium are sometimes subject to rapid short-term and/or prolonged changes because of speculative activities. The current demand for and supply of these metals affect the metal prices, but not necessarily in the same manner as current supply and demand affect the prices of other commodities. The supply of these metals primarily consists of new production from mining. If the prices of the metals are, for a substantial period, below our foreseeable cost of production, it may not be economical for us to continue operations and investors could lose their entire investment.
Because our President, Secretary, Treasurer and Director, Jarrett F. Bousquet, owns 55.2% of our outstanding common stock, investors may find that corporate decisions controlled by Mr. Bousquet are inconsistent with the interests of other stockholders. Jarrett F. Bousquet, our President, Secretary, Treasurer, and Director, controls 55.2% of our issued and outstanding shares of common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr. Bousquet is able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management. Since Mr. Bousquet is not simply a passive investor, but is also our principal executive officer, his interests as an executive officer may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. Bousquet exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our board of directors. Also, due to his stock ownership position, Mr. Bousquet will have: (i) the ability to control the outcome of most corporate actions requiring stockholder approval, including amendments to our Articles of Incorporation; (ii) the ability to control corporate combinations or similar transactions that might benefit minority stockholders which may be rejected by Mr. Bousquet to their detriment, and (iii) control over transactions between him and Yaterra. 12 We will likely conduct further offerings of our equity securities in the future, in which case our stockholders’ interest may become diluted. Since our inception, we have relied on such sales of our common stock to fund our operations. We will likely be required to conduct additional equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, stockholders' percentage interest in us could become diluted. The quotation price of our common stock may be volatile, with the result that an investor may not be able to sell any shares acquired at a price equal to or greater than the price paid by the investor. Our Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock. 13 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS. The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
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