UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X]☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedFebruary 29, 2012November 30, 2020
[ ] or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to __________________
COMMISSION FILE NUMBER:
Commission file number: 000-53556
YATERRA VENTURES CORP.
MINING GLOBAL, INC.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)Its Charter)
74-3249571 | ||
Incorporation or | I.R.S. Employer Identification No. |
224 Datura St.,Suite 1015 | 33401 | |
Address of Principal Executive Offices | ||
(360) 510-8998(Registrant's
Registrant’s telephone number, including area code)code (561) 259-3009
Not Applicable(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class | Trading Symbol | Name of each exchange on which registered |
N/A | N/A | N/A |
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] 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).[X] 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer |
Non-accelerated filer | Smaller reporting company |
Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] ☐ No[X] ☒
Indicate
As of September 27, 2021, the number ofRegistrant had 7,225,161,617 shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:As of April 20, 2012, the Registrant had 1,630,000 shares of common stockoutstanding.
PART I - FINANCIAL INFORMATIONoutstanding.
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been prepared in
Explanatory Note
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' equitynew 15c211 requirements the company is providing these interim statements until the matter is heard by the Nevada courts 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 six months ended February 29, 2012 are not necessarily indicative of the results that can be expected for the year ending August 31, 2012.custodianship hearing. New 15c211 coming into effect September 28, 2021.
As used in this Quarterly Report, the terms "we,” "us,” "our,” “Yaterra” and the “Company” mean
2 |
Mining Global Inc.
(Formerly Yaterra Ventures Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.)
2Balance Sheet
As at November 30, 2020 (Unaudited)
Notes | As at November 30, 2020 (Unaudited) | |||||
($) | ||||||
ASSETS | ||||||
Current Assets | ||||||
Cash and cash equivalents | 4 | 17,118 | ||||
Total Current Assets | 17,118 | |||||
Fixed assets | 5 | 727,384 | ||||
Total Assets | 744,502 | |||||
EQUITY & LIABILITIES | ||||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 6 | 303,727 | ||||
Short term debt | 7 | 848,123 | ||||
Total Current Liabilities | 1,151,850 | |||||
Long term debt | 256,000 | |||||
Total Liabilities | 1,407,850 | |||||
SHAREHOLDERS’ EQUITY | ||||||
Preferred Stock ($0.001 Par Value, 100,000,000 shares authorized, 2,000,000 shares issued | 1,000 | |||||
Common stock, $0.001 Par Value, 6,710,000,000 shares authorized 6,485,161,617, share issued and outstanding | 8 | 6,485,162 | �� | |||
Additional paid in capital | 872,269 | |||||
Accumulated deficit | (8,021,779 | ) | ||||
Total Shareholders’ Equity | (663,348 | ) | ||||
Total Liabilities and Shareholders’ Equity | 744,502 |
1 |
Mining Global Inc.
(Formerly Yaterra Ventures Corp.)
Statement of Profit and loss
For the quarter ended November 30, 2020
Notes | For the quarter ended November 30, 2020 | |||||
(Amount in $) | ||||||
Gold Sales | 38,077 | |||||
Cost of sales | 10 | – | ||||
Gross profit | 38,077 | |||||
Selling, general and administrative expense | 10 | (63,526 | ) | |||
Income / (Loss) from operations | (25,449 | ) | ||||
Other Income / (expense) | ||||||
Interest expense | – | |||||
Net Profit / (loss) before provision for Income taxes | (25,449 | ) | ||||
Provision for income tax | – | |||||
Net Profit / (loss) | (25,449 | ) |
2 |
Mining Global Inc.
(Formerly Yaterra Ventures Corp.)
Statement of Shareholders' Equity
As at November 30, 2020 (Unaudited)
Common Stock | Preferred Stock | Additional Paid in capital | Accumulated Profit / (Deficit) | Total | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Amount is $ | ||||||||||||||||||||||||||||
As at August 31, 2020 (Unaudited) | 6,485,161,617 | 6,485,162 | 10,000,000 | 1,000 | 872,269 | (7,996,330 | ) | (637,899 | ) | |||||||||||||||||||
Profit / (loss) for the period | (25,449 | ) | (25,449 | ) | ||||||||||||||||||||||||
As at November 30, 2020 (Unaudited) | 6,485,161,617 | 6,485,162 | 10,000,000 | 1,000 | 872,269 | (8,021,779 | ) | (663,348 | ) |
3 |
Mining Global Inc.
(Formerly Yaterra Ventures Corp.)
Statement of Cash Flows
As at November 30, 2020 (Unaudited)
2020 | ||||
(25,449 | ) | |||
Adjustment for non cash charges and other items: | ||||
– | ||||
– | |||
(25,449 | ) | ||
FEBRUARY 29, | AUGUST 31, | |||||
2012 | 2011 | |||||
ASSETS | ||||||
Current | ||||||
Cash | $ | 1,224 | $ | - | ||
Prepaid expense | - | 360 | ||||
Total Current Assets | 1,224 | 360 | ||||
Mineral Property Acquisition Costs(Note 4) | 22,000 | 22,000 | ||||
Total Assets | $ | 23,224 | $ | 22,360 | ||
LIABILITIES | ||||||
Current | ||||||
Excess of checks issued over funds on deposit | $ | - | $ | 693 | ||
Accounts payable and accrued liabilities | 166,703 | 160,548 | ||||
Amounts payable to related parties (Note 8) | 52,250 | 47,033 | ||||
Promissory notes payable (Note 5) | 279,037 | 267,500 | ||||
Promissory notes payable to related parties (Note 6) | 23,244 | 9,593 | ||||
Convertible notes (Note 9) | 47,938 | - | ||||
Total Current Liabilities | 569,172 | 485,367 | ||||
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, 2011 and February 29, 2012 | 1,630 | 1,630 | ||||
Additional Paid-In Capital | 211,544 | 189,370 | ||||
Deficit Accumulated During The Exploration Stage | (759,122 | ) | (654,007 | ) | ||
Total Stockholders’ Deficiency | (545,948 | ) | (463,007 | ) | ||
Total Liabilities and Stockholders’ Deficiency | $ | 23,224 | $ | 22,360 |
The accompanying notes are an integral part of these interim condensed financial statements.
– | ||||
CUMULATIVE | |||||||||||||||
PERIOD FROM | |||||||||||||||
THREE | SIX | INCEPTION | |||||||||||||
MONTH PERIODS | MONTH PERIODS | NOVEMBER 20 | |||||||||||||
TO THE END OF | TO THE END | 2006 TO | |||||||||||||
FEBRUARY | FEBRUARY | FEBRUARY 29 | |||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | |||||||||||
Expenses | |||||||||||||||
Accounting and audit | $ | 22,279 | $ | 5,348 | $ | 31,895 | $ | 14,631 | $ | 178,537 | |||||
Bank charges and interest | 7,981 | 5,585 | 14,931 | 10,002 | 57,737 | ||||||||||
Consulting fees | 150 | 150 | 300 | 300 | 3,050 | ||||||||||
Depreciation | - | - | - | 98 | 1,184 | ||||||||||
Finance charges | 1,012 | - | 1,012 | - | 1,012 | ||||||||||
Management fees | 13,750 | 12,000 | 25,000 | 24,000 | 220,500 | ||||||||||
Mineral property exploration costs | - | 1,756 | 2,984 | 1,756 | 52,555 | ||||||||||
Office and administrative | 8,510 | 9,178 | 4,886 | 11,947 | 66,633 | ||||||||||
Professional fees | 11,318 | 8,954 | 13,362 | 18,363 | 124,118 | ||||||||||
Transfer agent and filing fees | 9,528 | 3,956 | 10,360 | 3,956 | 34,219 | ||||||||||
Travel and promotion | 188 | 162 | 385 | 334 | 16,208 | ||||||||||
Write-off mineral property costs | - | - | - | - | 3,369 | ||||||||||
Net Loss For The Period | $ | (74,716 | ) | $ | (47,089 | ) | $ | (105,115 | ) | $ | (85,387 | ) | $ | (759,122 | ) |
Basic And Diluted Loss Per Share | $ | (0.05 | ) | $ | (0.03 | ) | $ | (0.06 | ) | $ | (0.05 | ) | |||
Weighted Average Number OfCommon Shares Outstanding | 1,630,000 | 1,630,000 | 1,630,000 | 1,630,000 |
The accompanying notes are an integral part of these interim condensed financial statements.
27,888 | ||||
(Decrease) / increase in trade and other payables | ( | ) | ||
CUMULATIVE | |||||||||
PERIOD FROM | |||||||||
SIX | INCEPTION | ||||||||
MONTH PERIODS | NOVEMBER 20, | ||||||||
ENDED | 2006 TO | ||||||||
FEBRUARY | FEBRUARY 29, | ||||||||
2012 | 2011 | 2012 | |||||||
Cash (Used In) Operating Activities | |||||||||
Net loss for the period: | $ | (105,115 | ) | $ | (85,387 | ) | $ | (759,122 | ) |
Depreciation | - | 98 | 1,184 | ||||||
Finance charges on convertible notes | 1,012 | - | 1,012 | ||||||
Interest accrued on convertible notes | 1,048 | - | 1,048 | ||||||
Interest accrued on promissory notes | 12,799 | 8,969 | 49,113 | ||||||
Write-off of mineral property acquisition costs | - | - | 3,369 | ||||||
Changes in non-cash operating working capital | |||||||||
items: | |||||||||
Accounts payable and accrued liabilities | 6,155 | 9,038 | 166,703 | ||||||
Amounts payable to related parties | 5,217 | 7,750 | 52,250 | ||||||
Prepaid expense | 360 | - | - | ||||||
(78,524 | ) | (59,532 | ) | (484,443 | ) | ||||
Cash (Used In) Investing Activities | |||||||||
Mineral property acquisition costs | - | (493 | ) | (25,369 | ) | ||||
Computer equipment | - | - | (1,184 | ) | |||||
- | (493 | ) | (26,553 | ) | |||||
Cash Provided By Financing Activities | |||||||||
Issue of capital stock | - | - | 191,000 | ||||||
Promissory notes payable | 4,822 | 57,472 | 238,712 | ||||||
Repayment of promissory notes | (5,149 | ) | - | (5,149 | ) | ||||
Proceeds from promissory notes payable to related parties | 17,999 | - | 27,485 | ||||||
Repayment of promissory notes payable to related parties | (5,283 | ) | - | (7,880 | ) | ||||
Convertible notes subscriptions received | 68,052 | - | 68,052 | ||||||
80,441 | 57,472 | 512,220 | |||||||
Increase (Decrease) In Cash | 1,917 | (2,553 | ) | 1,224 | |||||
(Excess of Checks Issued Over Funds on Deposit)Cash, Beginning Of Period | (693 | ) | 51 | - | |||||
(Excess of Checks Issued Over Funds on Deposit)Cash, End Of Period | $ | 1,224 | $ | (2,502 | ) | $ | 1,224 | ||
Supplemental Disclosure Of Cash Flow Information | |||||||||
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 notes are an integral part of these interim condensed financial statements.
(3,444 | ) | |||
Cash flow from investing activities | ||||
Additions in | – | |||
Cash flow from / (used) in investing activities | – | |||
Cash flow from financing activities | ||||
Borrowings during the year | – | |||
Dividends paid | – | |||
Cash flow from financing activities | – | |||
Increase / (decrease) in cash and cash equivalents | (3,444 | ) | ||
Cash and cash equivalents at beginning of the year | 20,562 | |||
Cash and cash equivalents at end of the year | 17,118 |
4 |
Mining Global Inc.
(Formerly Yaterra Ventures Corp.)
Notes to the Financial Statements
For the quarter ended November 30, 2020
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The accompanying financial statements have been prepared |
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2.2 |
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These financial statements have been prepared on the basis of 'historical cost convention using accrual basis of accounting except as otherwise stated in the respective accounting policies notes. | ||
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The Company | ||
2.3 | Critical accounting estimates and judgments | |
The preparation of financial statements in | ||
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision affects only that period, or in the period of the revision and future periods. |
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The areas involving higher degree of judgment and complexity, or areas where assumptions and estimates made by the management are significant to the financial statements are as follows: |
i) | Equipment - estimated useful life of equipment (note - 3.8) | |
ii) | Exploration and evaluation cost (note - 3.5) | |
iii) | Provision for doubtful debts (note - 3.4) | |
iv) | Provision for income tax (note - 3.1) |
3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3.1 | Income tax |
The tax expense for the year comprises of income tax, and is recognized in the statement of earnings. The income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. | |
Deferred income tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred income tax liabilities are recognised for all taxable temporary differences and deferred income tax assets are recognised to the extent that it is probable that taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred income tax is calculated at the rates that are expected to apply to the period when the differences are expected to be reversed. | |
3.2 | Trade and other payables |
Liabilities for trade and other amounts payable are carried at cost, which is the fair value of the consideration to be paid in future for goods and services received, whether or not billed to the Company. | |
3.3 | Provisions |
A provision is recognized in the financial statements when the Company has a legal or constructive obligation as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation. | |
3.4 | Accounts Receivable |
Accounts receivable are non-interest bearing obligations due under normal course of business. The management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of period ended is adequate. | |
3.5 | Exploration and evaluation cost |
The Company accounts for costs incurred in accordance with applicable accounting standards. These standards require that all exploration and evaluation expenditures are accounted for using the ‘successful efforts’ method of accounting. Costs are accumulated on a field-by-field basis. Geological and geophysical costs are expensed as incurred. Costs directly associated with an exploration well, and exploration and property leasehold acquisition costs, are capitalised until the determination of reserves is evaluated. If it is determined that commercial discovery has not been achieved, these costs are charged to expense. |
6 |
Capitalisation is made within property, plant and equipment or intangible assets according to the nature of the expenditure. | |
Once commercial reserves are found, exploration and evaluation assets are tested for impairment and transferred to development tangible and intangible assets. No depreciation and/or amortisation is charged during the exploration and evaluation phase. | |
3.6 | Contingent liabilities |
A contingent liability is disclosed when the Company has a possible obligation as a result of past events, the existence of which will be confirmed only by the occurrence or non-occurrence, of one or more uncertain future events, not wholly within the control of the Company; or when the Company has a present legal or constructive obligation, that arises from past events, but it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability. | |
3.7 | Financial liabilities |
Financial liabilities are recognized when the Company becomes party to the contractual provision of the instruments and the Company loses control of the contractual right that comprise the financial liability when the obligation specified in the contract is discharged, cancelled or expired. The Company classifies its financial liabilities in two categories: at fair value through profit or loss and financial liabilities measured at amortized cost. The classification depends on the purpose for which the financial liabilities were incurred. Management determines the classification of its financial liabilities at initial recognition. |
(a) | Financial liabilities at fair value through profit or loss | |
| Financial liabilities at fair value through profit or loss are financial | |
| Financial liabilities measured at amortized cost | |
| These are non-derivative financial |
3.8 | Property, plant and equipment | |
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6. | Accounts payable and accrued expenses |
Opening balance | 309,610 | ||
Net movement in liabilities during the period | (5,883 | ) | |
303,727 |
7. | Short term debt |
Opening balance | 820,235 | ||
Net movement in liabilities during the period | 27,888 | ||
848,123 |
8. | Share Capital |
This represents ordinary share capital issued by the Company at the par value.The shares issued by the company, if any, during the period are represented in statement of changes in equity. |
9. | Operating expenses |
Amount in $ | ||||
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Entertainment | 20,033 | |||
Travel and conveyance | 8,644 | |||
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Office and general | 7,369 | |||
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Repairs and maintenance | 4,736 | |||
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interest | 3,922 | |||
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AUGUST 31, | ABANDONED, | FEBRUARY 29, | |||||||||||
2011 | ADDITIONS | IMPAIRED | 2012 | ||||||||||
Mineral Property | |||||||||||||
Blue Jack claims | $ | 16,000 | $ | - | $ | - | $ | 16,000 | |||||
Minnie Lode claims | 6,000 | - | - | 6,000 | |||||||||
$ | 22,000 | $ | - | $ | - | $ | 22,000 | ||||||
AUGUST 31, | ABANDONED, | AUGUST 31, | |||||||||||
2010 | ADDITIONS | IMPAIRED | 2011 | ||||||||||
Mineral Property | |||||||||||||
Blue Jack claims | $ | 16,000 | $ | - | $ | - | $ | 16,000 | |||||
Frances claims | 2,362 | 1,007 | (3,369 | ) | - | ||||||||
Minnie Lode claims | 6,000 | - | - | 6,000 | |||||||||
$ | 24,362 | $ | 1,007 | $ | (3,369 | ) | $ | 22,000 |
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 Lode Claims”) 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.
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All other terms of the agreement remain unchanged.
During the year ended August 31, 2011, the Company abandoned and wrote off all costs incurred with respect to the Frances property.
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63,526 |
10. | Contingencies and Commitments |
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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 such statement are made.
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 coveringapproximately 206 acres located in Humboldt County, Nevada. The Minnie Claim covers an area of 20 acres, located in the Leecher Creek Mining Division, Washington State. We plan to focus our resources on the Blue Jack Property in order to assess whether it possesses mineral deposits of gold, silver, copper and rare earth minerals capable of commercial extraction.
In November 2011, we completed a preliminary rock sampling program on the Blue Jack Property. The results of this initial program indicated that the Blue Jack Property contained anomalous values of rare earth minerals. Based on these results, we plan to commence Phase I of the Blue Jack exploration program in Spring 2012. See “Plan of Operation”.
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.
3
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.
Blue Jack Property
Our plan is to conduct Phase I(a) of our exploration program on the Blue Jack Property in Summer 2012. However, we will require additional financing in order to implement Phase I(a) of our exploration program on the Blue Jack Property. If we are able to raise additional financing, of which there is no assurance, our plan for the Blue Jack Property is as follows:
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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 February 29, 2102, we had $1,224 cash on hand. As such, we do not have sufficient financial resources to meet the anticipated costs of completing our exploration program for the Blue Jack Property. Accordingly, we will need to obtain additional financing in order to complete our plan of operation and meet our current obligations as they come due. Our Board of Directors approved an offering of up to $100,000 of 10% convertible notes (the “Offering”) pursuant to Regulation S of the Securities Act. As at February 29, 2012, we have issued $68,052 of convertible notes. Completion of the Offering is subject to a number of factors outside of our control, including the results from our exploration program, and any unanticipated problems relating to our mineral exploration activities, such as environmental assessments and additional costs and expenses that may exceed our current estimates. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us in which case our business will fail.
4
RESULTS OF OPERATIONS
Three and Six Months Summary
Three Months Ended | Percentage | Six Months Ended | Percentage | |||||||||||||||
February 29, | February 28, | Increase / | February 29, | February 28, | Increase / | |||||||||||||
2012 | 2011 | (Decrease) | 2012 | 2011 | (Decrease) | |||||||||||||
Revenue | $ | - | $ | - | n/a | $ | - | $ | - | n/a | ||||||||
Expenses | (74,716 | ) | (47,089 | ) | 58.7% | (105,115 | ) | (85,387 | ) | 23.1% | ||||||||
Net Loss | $ | (74,716 | ) | $ | (47,089 | ) | 58.7% | $ | (105,115 | ) | $ | (85,387 | ) | 23.1% |
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 six months ended February 29, 2012 and the three and six months ended February 28, 2011 consisted of the following:
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Ended | Ended | Percentage | Ended | Ended | Percentage | |||||||||||||
February 29, | February 28, | Increase / | February 29, | February 28, | Increase / | |||||||||||||
2012 | 2011 | (Decrease) | 2012 | 2011 | (Decrease) | |||||||||||||
Accounting and Audit | $ | 22,279 | $ | 5,348 | 316.6% | $ | 31,895 | $ | 14,631 | 118.0% | ||||||||
Bank Charges and Interest | 7,981 | 5,585 | 42.9% | 14,931 | 10,002 | 49.3% | ||||||||||||
Consulting Fees | 150 | 150 | 0.0% | 300 | 300 | 0.0% | ||||||||||||
Depreciation | - | - | n/a | - | 98 | (100.0 | )% | |||||||||||
Finance Charges | 1,012 | - | 100.0% | 1,012 | - | 100.0% | ||||||||||||
Management Fees | 13,750 | 12,000 | 14.6% | 25,000 | 24,000 | 4.2% | ||||||||||||
Mineral Property Exploration Costs | - | 1,756 | (100.0 | )% | 2,984 | 1,756 | 69.9% | |||||||||||
Office and Administrative | 8,510 | 9,178 | (7.3 | )% | 4,886 | 11,947 | (59.1 | )% | ||||||||||
Professional Fees | 11,318 | 8,954 | 26.4% | 13,362 | 18,363 | (27.2 | )% | |||||||||||
Transfer Agent and Filing Fees | 9,528 | 3,956 | 140.8% | 10,360 | 3,956 | 161.9% | ||||||||||||
Travel and Promotion | 188 | 162 | 16.0% | 385 | 334 | 15.3% | ||||||||||||
Total Expenses | $ | 74,716 | $ | 47,089 | 58.7% | $ | 105,115 | $ | 85,387 | 23.1% |
Our operating expenses increased from $47,089, during the three months ended February 28, 2011, to $74,716, during the three months ended February 29, 2012. The increase was primarily due to increases in accounting and audit expenses, bank charges and interest, finance charges, management fees, professional fees, transfer agent filing fees and travel and promotion. This was partially offset by a decrease in office and administrative expenses.
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Our operating expenses increased from $85,387, during the six months ended February 28, 2011, to $105,115, during the six months ended February 29, 2012. The increase was primarily due to increases in accounting and audit expenses, bank charges and interest, finance charges, management fees, mineral property exploration costs, transfer agent and filing fees and travel and promotion. This was partially offset by decreases in depreciation, office and administrative expenses and professional fees.
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 fees consists of fees incurred to our executive directors and officers.
Mineral exploration costs relate to costs incurred with our preliminary rock sampling program on the Blue Jack Property in November 2011.
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.
LIQUIDITY AND CAPITAL RESOURCES
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February 29, 2012 | August 31, 2011 | (Decrease) | |||||||
Current Assets | $ | 1,224 | $ | 360 | 240.0% | ||||
Current Liabilities | (569,172 | ) | (485,367 | ) | 17.3% | ||||
Working Capital Deficit | $ | (567,948 | ) | $ | (485,007 | ) | 17.1% |
Cash Flows | ||||||
Six Months Ended | Six Months Ended | |||||
February 29, 2012 | February 28, 2011 | |||||
Cash Flows (Used In) Operating Activities | $ | (78,524 | ) | $ | (59,532 | ) |
Cash Flows (Used In) Investing Activities | - | (493 | ) | |||
Cash Flows Provided By Financing Activities | 80,441 | 57,472 | ||||
Increase (Decrease) In Cash During Period | $ | 1,917 | $ | (2,553 | ) |
As of February 29, 2012, we had $1,224 cash on hand and a working capital deficit of $567,948. The increase in our working capital deficit is primarily a result of: (i) an increase in accounts payable due to a lack of capital to meet our ongoing expenditures; (ii) the fact that we received $17,999 in short term loans from related parties, which bears interest at 10%, are unsecured and due on demand; and (iii) the fact that we issued $68,052 of convertible notes. We have incurred a cumulative net loss of $759,122 for the period from the date of our inception on November 20, 2006 to February 29, 2012 and have not attained profitable operations to date.
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 operation.
Future Financings
We currently do not have sufficient financial resources to implement Phase I(a) 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.
On December 9, 2011, our Board of Directors approved an offering of up to $100,000 of 10% convertible notes (the “Offering”). The Offering will be completed pursuant to Regulation S of the Securities Act to
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persons who are not U.S. Persons as contemplated under Regulation S. The proceeds of the Offering will be used to fund our business and for working capital purposes. As at February 29, 2012, we have issued $68,052 of convertible notes. There is no assurance that the Offering will be completed on the above terms or at all.
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
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.
Significant accounts that require estimates as a basis for determining the stated amounts include mineral property acquisition costs and impairment, accrued liabilities and the valuation allowance of deferred tax assets.
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 testing when facts and circumstances indicate impairment may exist.
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 producing mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project. We do not set a predetermined holding period for properties with unproven deposits; however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.
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
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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.
ITEM 4. 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 February 29, 2012, (“Evaluation Date”). Based upon that evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed in our Annual Report on Form 10-K for the year ended August 31, 2011 (the "2011 Annual Report").
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2011 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended February 29, 2012 fairly present our financial condition, results of operations and cash flows in all material respects.
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 February 29, 2012 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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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 February 29, 2012, we had $1,224 cash on hand. Our ability to implement our exploration program on the Blue Jack Property will be subject to our obtaining additional financing. Our ability to obtain additional financing could be subject to a number of factors outside of our control, including the results from our exploration program, and any unanticipated problems relating to our mineral exploration activities, including environmental assessments and additional costs and expenses that may exceed our current estimates. Our Board of Directors approved an offering of up to $100,000 of 10% convertible notes (the “Offering”) pursuant to Regulation S of the Securities Act of 1933 (the “Securities Act”). As at February 29, 2012, we have issued $68,052 of convertible notes. If we are unable to obtain additional financing in the amounts and when needed, our business could fail.
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 may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:
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At this stage of our development, the annual cost of complying with regulatory requirements in the State of Nevada is expected to be minimal. There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the
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recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.
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 Mr. Gorrill, our executive officers and directors have only limited training in the technical aspects of managing a mineral exploration company. With very limited direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.
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.
Subject to escrow, our President, Secretary, Treasurer and Director, Cedric Atkinson, owns 55.2% of our outstanding common stock. As such, investors may find that future corporate decisions controlled by Mr. Atkinson are inconsistent with the interests of other stockholders.
David K. Ryan our former President, Secretary, Treasurer and Vice-President Finance, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Cedric Atkinson, our President, Secretary, Treasurer and Director, for the sale Mr. Ryan’s 900,000 shares of our common stock (the “Shares”). Mr. Atkinson will pay Mr. Ryan $120,000 for the Shares, of which $50,000 was paid upon signing. The Shares will be held in escrow and Mr. Ryan retains the right to vote the Shares until Mr. Atkinson pays Mr. Ryan the remaining $75,000, which is due by June 1, 2012.
Subject to escrow, Mr. Atkinson, will control 55.2% of our issued and outstanding shares of common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr. Atkinson will be 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. Atkinson 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. Atkinson 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. Atkinson 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
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corporate combinations or similar transactions that might benefit minority stockholders which may be rejected by Mr. Atkinson to their detriment, and (iii) control over transactions between him and Yaterra.
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 stock is quoted on the OTC Bulletin Board under the symbol "YTRV.” Companies quoted on the OTC Bulletin Board have traditionally experienced extreme price and volume fluctuations. In addition, our stock price may be adversely affected by factors that are unrelated or disproportionate to our operating performance. Market fluctuations, as well as general economic, political and market conditions such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock. As a result of this potential volatility and potential lack of a trading market, an investor may not be able to sell any of our common stock that they acquire at a price equal or greater than the price paid by the investor.
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:
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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
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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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
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Notes:
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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.
By: | /s/ Tom Ilic | ||
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Date: September 27, 2021