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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITES EXCHANGE ACT OF 1934
For the month ofSeptember 2009
Commission File Number29606
SHARPE RESOURCES CORPORATION
(Translation of registrant's name into English)
3258 MOB NECK ROAD, HEATHSVILLE, VIRGINIA 22473
(Address of principal executive offices)
Indicated by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes X No
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-4009
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.
Sharpe Resources Corporation
(Registrant)
Date: September 1, 2009
By \S\ Roland M. Larsen
President & CEO
SEC1815 (04-07)
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion (the “MD&A”) of the financial condition and results of operations of Sharpe Resources Corporation Inc. (the “Corporation”) constitutes management’s review of the factors that affected the Corporation’s financial and operating performance for the second quarter ending June 30, 2009. The MD&A was prepared as of August 18, 2009 and should be read in conjunction with the Consolidated Financial Statements for the Three &Six Months ended June 30, 2009 and the audited Annual Consolidated Financial Statements for the Years Ended December 31, 2008, 2007 and 2006 of the Corporation, including the notes thereto. Unless otherwise stated, all amounts discussed herein are denominated in United States dollars.
Overview
The Corporation is continued under the New Brunswick Business Corporation Act and its common shares are listed in the United Sates on the OTC:BB symbol SHGP.
The Corporation is considered in the exploration stage as of January 1, 2002 as it started disposing of its interest in petroleum and natural gas properties that year. The Corporation completed the disposal of these properties during the fiscal year ended on December 31, 2005. The Corporation is currently engaged in the development of coal and coal gas projects in the northern and central Appalachian region of the eastern United States.
The Corporation has one reportable business segment. Substantially all of the Corporation’s assets are located in the United States except for small balances held in Canadian banks. The Corporation’s operations in Canada consist of general and administrative expenses necessary to maintain the Corporation’s public Corporation status.
Results of Operations
The net loss for the six months ending June 30, 2009 was $67,030 as compared to the net loss of $231,744 for the six months ending June 30, 2008 a decrease of $164,714 and is primarily due to the decrease in Stock option compensation from $190,801 for the six months ending June 30, 2008 to zero in 2009. General and Administrative expenses increased by $17,136.
Revenue decreased from $12,205 for the six months ending June 30, 2008 to $5,029 for the six months ending June 30, 2009 and represents interest income and various small override interests in petroleum and natural gas properties.
On January 7, 2008, the Corporation entered into an agreement to acquire a 100% interest in Standard Energy Corporation (“Standard”). Standard's primary asset includes 100% ownership interest in all of the coal seams on more than 17,000 acres in Preston County, West Virginia. Details of the proposed acquisition are included in Note 10(a) of the Consolidated Financial Statements for the Years Ended December 31, 2008, 2007, 2006. The purchase price consists of the forgiveness of the repayment of US $250,000 demand promissory note owing from Standard to the Corporation and the issuance of 2 million shares of the Corporation’s common stocks. The agreement is not completed as of June 30, 2009. The business combination is expected to be completed in the third quarter, 2009.
On June 12, 2008, the Corporation announced that RSM has reached an agreement in principle with the Corporation to jointly develop and operate a number of coal projects. To enter into the transaction RSM has agreed in principle to advance to the project up to $2 million to facilitate the startup.
Roland M. Larsen is the Chief Executive Officer of both RSM and the Corporation. In order to conduct the negotiations and settlement of definitive agreements in this connection, the board of RSM has appointed an independent committee of directors to evaluate finalize and recommend the transaction to the Board of Directors of RSM if warranted. It is anticipated that the business will operate as a joint venture between the companies at least at the outset. A joint venture agreement was completed and executed by both Boards’ of Directors on November 12, 2008.
In an effort to achieve diversity within its natural resource portfolio RSM has entered into the joint venture program mentioned above focused initially on the eastern Kentucky coal fields with the Corporation. The joint venture will involve the opportunity for RSM to earn a 50% interest in coal projects that Standard has acquired or holds under option agreements. RSM can earn its 50% interest by advancing four projects to production over the next 12 months.
Liquidity and Capital Resources
The Corporation’s cash balance at June 30, 2009 was $125,511 compared to $239,155 at December 31, 2008. Total assets at June 30, 2009 were $388,409 compared to $493,260 at December 31, 2008.
Total Liabilities decreased from $916,851 at December 31, 2008 to $879,030 at June 30, 2009 a decrease of $37,821 and represents decreases in both Accounts payable and Due to related parties. Accounts payable decreased from $192,327 at December 31, 2008 to $177,409 at June 30, 2009 a decrease of $14,918. The Current portion of due to related parties decreased from $74,708 at December 31, 2008 to $49,768 at June 30, 2009 a decrease of 24,940.
On a forward going basis equity and debt financings will remain the single major source of cash flow for the Corporation. As revenue from operations improve the capital requirement of the Corporation will also improve. However, debt and equity financings will continue to be a source of capital to expand the Corporation’s activities in the future.
The Corporation is authorized to issue an unlimited number of Common Shares of which 46,619,863 are outstanding at June 30, 2009. Also at June 30, 2009 the Corporation had outstanding options to purchase 3,580,000 common shares with exercise prices of C$0.10 per share and expiration dates ranging from May 2010 to May 2013. Options to purchase 200,000 shares were cancelled during the first quarter 2009.
There are no warrants outstanding at June 30, 2009.
Selected Annual Information
The following selected financial information is derived from the financial statements of the Corporation and should be read in conjunction with such statements, including the
| notes thereto: | |||
|---|---|---|---|
| 2008 | 2007 | 2006 | |
| Selected Operating Data | |||
| Revenue | $43,039 | $10,808 | $20,885 |
| Operating Costs | ($1,824) | ($26,210) | ($32,544) |
| Expenses | ($362,710) | ($240,425) | ($254,968) |
| Management Fee | ($0) | ($15,000) | ($154,000) |
| Write-off of an option to acquire | |||
| mineral property | $0 | $0 | ($78,125) |
| Net loss for the year | ($321,495) | ($255,827) | ($344,752) |
| Loss per share - basic | ($0.01) | ($0.01) | ($0.01) |
| Loss per share - diluted | ($0.01) | ($0.01) | ($0.01) |
| 2008 | 2007 | 2006 | |
|---|---|---|---|
| Selected Balance Sheet Data | |||
| Total Assets | $493,260 | $554,548 | $454,866 |
| Long Term Debt | $0 | $0 | $0 |
| Share Capital | ($11,463,430) | ($11,463,430) | ($11,174,108) |
| Warrants | ($0) | ($0) | ($204,408) |
| Deficit | ($12,342,356) | ($12,020,861) | ($11,765,034) |
| Selected Quarterly Information | |||
The following is a summary of selected financial information of the Corporation for the
| quarterly periods indicated: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 3 Mos. | 3 Mos. | 3 Mos. | 3 Mos. | |||||||
| Ending June | Ending Mar | Ending Dec | Ending Sept | |||||||
| 30, 2009 | 31, 2009 | 31, 2008 | 30, 2008 | |||||||
| Revenue | $3,100 | $1,929 | $13,724 | $17,110 | ||||||
| Expenses | ($50,418) | ($21,641) | ($78,978) | ($41,607) | ||||||
| Net Income | ||||||||||
| (Loss) | ($47,318) | ($19,712) | ($67,066) | ($22,685) | ||||||
| Net Income | ||||||||||
| (Loss) per | ||||||||||
| Common | ||||||||||
| share basic | ||||||||||
| and diluted | ($0.00) | ($0.00) | ($0.01) | ($0.00) | ||||||
| Transactions with Related Parties | ||||||||||
| 3 Mos. Ending June 30, 2008 $11,901 ($228,470) ($216,569) | 3 Mos. Ending Mar 31 2008 $304 ($15,479) ($15,175) | 3 Mos. Ending Dec 31 2007 $645 ($60,752) ($60,107) | 3 Mos. Ending Sept 30 2007 $394 ($16,593) ($16,199) |
| ($0.00) | ($0.00) | ($0.01) | ($0.00) |
Following is a summary of the related party transactions of the Corporation:
| June 30, 2009 | December 31, 2008 | December 31, 2007 | ||
|---|---|---|---|---|
| Due From Related Party | Standard Energy Corporation (i) | $250,000 $250,000 | $250,000 $250,000 | $250,000 $250,000 |
| Due To Related Parties | Roland M. Larsen (ii) Royal Standard Minerals Inc. (iii) Kentucky Standard Energy Corporation (iv) | $25,400 $112,403 $0 $136,716 | $25,400 $110,306 $25,000 $160,706 | $25,400 $108,813$0 $134,213 |
- (i)
- The purpose of this transaction was to acquire an asset that Sharpe would become an interest holder in the project either in Standard Energy Corporation ("Standard") or a direct interest in the Kingwood Coal Project. Standard is related by virtue of its ownership by an officer and director of the Corporation. The loan receivable was unsecured, non-interest bearing and no date was set for its repayment. On January 7, 2008, Sharpe acquired a 100% interest in Standard Energy as described in Note 10(a) of the Consolidated Financial Statements for the Three & Six Months Ended June 30, 2009.
- (ii)
- This loan is payable to an officer and director of the Corporation and was used to fund payables. It is unsecured, bearing interest at 8% and has no date set for repayment. The interest payable on this loan has been accrued but has not yet been paid.
(iii) Royal Standard Minerals Inc. ("RSM") is a related Corporation by virtue of common management and common directors. The loan payable was unsecured, non-interest bearing and had no date set for its repayment. On September 9, 2008, the Corporation entered into an agreement with RSM for the repayment of the loan. To this end, the Corporation has executed a promissory note (the "Note") in favor of RSM that provides for the repayment of the loan over a three-year period commencing on September 9, 2008. The first principle payment of $42,499 is due on September 9, 2009, $42,499 on September 9, 2010 and $42,499 on September 9, 2011. Pursuant to the Note, the outstanding amount of the loan will accumulate interest at the rate of 4% per annum, such interest to accrue daily and be payable monthly, in arrears on the first business day of each and every month commencing on October 9, 2008 until the full amount of the loan together with all interest on such amount has been repaid in full.. F or the three months ended March 31, 2009, the Corporation accrued interest of $1,010 (2008 - $1,493; 2007 - $Nil; and 2006
- $Nil) on this liability.
(iv) This loan was payable to Kentucky Standard Energy Corporation with which the Corporation has common management and common directors. It was unsecured, non-interest bearing, and was repaid in February, 2009.
These transactions are in the normal course of operations and are considered to be in the best interest of all shareholders to support corporate growth and future development and are measured at the exchange amount (the amount of consideration established and agreed to by the related parties which approximate the arm’s length equivalent value).
Changes in Accounting Policies
Changes in accounting policies are explained in detail in Note 2 of the Consolidated Financial Statements for the Three & Six Months Ended June 30, 2009.
Risk and Uncertainties
At the present time, the Corporation does not have sufficient assets to maintain ongoing profitability. The Corporation’s ability to acquire and develop new projects is a function of its ability to raise the necessary capital to pursue the efforts successfully.
The Corporation has limited financial resources and there is no assurance that additional capital will be available to it for further acquisitions, exploration and development of new or existing projects. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the property interests of the Corporation with the possible dilution or loss of such interests. The Corporation’s Audited Financial Statements contain a note about the Corporation’s ability to continue as a Going concern.
The Corporation’s business is subject to variety of risks and uncertainties. These risks are explained in detail in Note 4 of the Consolidated Financial Statements for the Three & Six Months Ended June 30, 2009.
Environment
Operations, development and exploration projects could potentially be affected by environmental laws and regulations of the country in which the activities are undertaken. The environmental standards continue to change and the global trend is to a longer, more complex process. Although the Corporation continuously reviews environmental matters and undertakes to comply with changes as expeditiously as possible, there is no assurance that existing or future environmental regulation will not materially adversely affect the Corporation’s financial condition, liquidity and results of operation. Certain environmental issues, such as storm events, tailings storage seepage, dust and noise emissions, while having been assessed and strategies based on best practices have been adopted, there can be no assurance an unforeseen event will not occur which could have a material adverse effect on the viability of the Corporation’s business and affairs.
Off-Balance Sheet Arrangements
The Corporation has no off-balance sheet arrangements
Management’s Responsibility for Financial Information
The Corporation’s financial statements are the responsibility of the Corporation’s management, and have been approved by the Board of Directors. The consolidated financial statements were prepared by the Corporation’s management in accordance with Canadian and U.S. generally accepted accounting principles. The consolidated financial statements include certain amounts based on the use of estimates and assumptions. Management established these amounts in a reasonable manner, in order to ensure that the financial statements are presented fairly in all material respects.
Forward Looking Statements
This MD&A includes certain “forward-looking statements” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical facts, included in this MD&A that address activities, events or developments that the Corporation expects or anticipates will or may occur in the future, including such things as future business strategy, competitive strengths, goals, expansion and growth of the Corporation’s businesses, operations, plans and other such matters are forward-looking statements. When used in this MD&A, the words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any f uture results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to joint venture operations, actual results of current exploration activities, changes in project parameters as plans continue to be refined unavailability of financing, fluctuations in oil and gas prices and other factors. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Additional Information
Additional information relating to the Corporation, including the annual information form of the Corporation, can be found on SEDAR at www.sedar.com and on the Corporation’s website at www.sharpe-resources.com.
\s\ Roland M. Larsen
Roland M. Larsen President
Heathsville, VA August 18, 2009