U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
000-49951
(Commission File Number)
AMERICAN UNITED GOLD CORPORATION
(Name of small business issuer in its charter)
NEVADA 91-2084507
(State or other jurisdiction) (IRS Employer of incorporation or organization Identification No.)
555 Burrard Street, Suite 900
Vancouver, B.C., CANADA
V7X 1M8
(Address of principal executive offices) (Zip Code)
Issuers telephone number:(604)-692-2808
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under section 12(g) of the Exchange Act: Common Stock, $.001 per share
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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The registrants consolidated revenues for its most recent fiscal year were nil.
Based on the closing sales price of the Common Stock on February 16, 2005, the aggregate market value of the voting stock of registrant held by non-affiliates was $460,481
As of February 15, 2005 the registrants outstanding common stock consisted of 10,659,759 shares.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
Page
PART I
Item 1: Description of Business 4
Item 2: Description of Property 9
Item 3: Legal Proceedings 9
Item 4: Submission of Matters to a Vote of Security Holders 10
PART II
Item 5: Market for Common Equity and Related Stockholder Matters 10
Item 6: Management's Discussion and Analysis 12
Item 7: Financial Statements 17
Item 8: Changes in and Disagreements with Accountants and Financial Disclosure 17
PART III
Item 9: Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 18
Item 10: Executive Compensation 19
Item 11: Security Ownership of Certain Beneficial Owners 20
Item 12: Certain Relationships and Related Transactions 21
Item 13: Exhibits and Reports on Form 8-K 22
Item 14: Controls and Procedures 24
SIGNATURES
CERTIFICATIONS PURSUANT TO SECTION 302
FINANCIAL STATEMENTS
EXHIBITS
FORM 10-KSB
AMERICAN UNITED GOLD CORPORATION
PART I.
ITEM 1. DESCRIPTION OF BUSINESS.
COMPANY HISTORY
We were incorporated in the State of Nevada on November 30, 1998. We were originally organized to engage in the business of processing elemental sulfur for applications as plant nutrient fertilizers and fungicides.
We operated from approximately January 1999 through approximately November 2002, when we ceased all operations. Operations were conducted through a subsidiary, Micron Milling and Packaging Company Ltd. and on May 10, 2004 we sold our 100% interest in the subsidiary, Micron Milling & Packaging Company Ltd. for a nominal cash consideration of $1.00.
On or about March 12, 2004, the directors determined that it was in the best interest of our stockholders to become active in the mineral resource sector. We are considered an exploration stage company. Our office is currently located 555 Burrard Street, Suite 900, Vancouver, B.C., CANADA V7X 1M8. The telephone number is (604) 692-2808. We currently do not maintain a website.
On August 19, 2004, the Registrant filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada changing the name of the Registrant to "United American Gold Corporation".
On September 28, 2004, the Registrant filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada reflecting a reverse stock split on a two for one basis. As a result of the reverse split, every two shares of common stock were consolidated into one share of common stock. The number of shares of common stock outstanding was reduced from 21,319,518 to 10,659,759 immediately following the reverse stock split.
Effective October 4 , 2004, and as a result of the name change and reverse split, the Registrant's common shares commenced trading under the trading symbol "AMUG".
On November 29, 2004 the Company appointed Mr. William H. Anderson CEO and Chairman, Mr. Kenneth R. Thorsen as Vice President of Exploration, Mr. Steve S. Kubota has been appointed as Vice President of Corporate Communications, and Mr. Chand S. Jagpal was appointed as Chief Financial Officer and Corporate Secretary. Also on this date all of the foregoing individuals became directors of the company. These people together Mr. Paul Uppal, Mr. Rashpal Uppal and Mr. Scott Biddle were our officers and directors. At this time, they were responsible for maintaining the Company in compliance with all SEC and other rules and regulations and for finding a suitable business opportunity to acquire or merge with the Company.
The foregoing appointments were made in anticipation of the acquisition of 100% of the outstanding shares of Anderson Gold (China) Inc., the company having entered into a Letter of Intent for the purpose of completing such acquisition.
On December 17, 2004, the Registrant entered into a formal agreement to acquire 100% of Anderson Gold (China) Inc ("Anderson Gold"), a British Columbia incorporated company. Anderson Gold, via a Joint Venture Agreement with Guizhou Gold Corporation ("GGC"), a Chinese corporation, has the rights to earn an 85% interest in the Daguan gold exploration property located in Guizhou, China. Anderson Gold can earn up to an 85% interest in this gold target with an expenditure of up to $1,780,000 towards exploration and development work on the property and payments totaling up to $230,000 to Guizhou Gold Corporation ("GGC") over a four year period. American United will issue 10,000,000 of its common shares to be held in escrow and released to the shareholders of Anderson Gold in exchange for 100% of the common shares of Anderson Gold. The release will be made in stages determined by the completion of certain milestones in exploration and development spending and the completion of required payments to GGC.
On November 14, 2005 the company terminated its agreement with American United Gold Corporation and Anderson Gold (China) Inc. and the shareholders of Anderson Gold (China) Inc. ("Anderson") announced December 17, 2004 whereby it entered into an agreement with those shareholders to acquire 100% of the shares of Anderson. As of the date of termination the company had not acquired any of the shares of Anderson.
Also on November 14, 2005 the company accepted a letter of resignation from Mr. William H. Anderson, resigning from the board of directors and as Chief Executive Officer of the company.Mr. Anderson's appointment as Director and Chief Executive Officer was made pursuant to the Agreement to acquire Anderson Gold (China) Inc. and the termination of that agreement resulted in the resignation of Mr. Anderson.The resigning director and the company part ways on good terms and with no outstanding issues.
On the same date the company accepted letters of resignation from the Board of Directors from Mr. Kenneth R. Thorsen, Mr. Steve S. Kubota, and Mr. Chand S. Jagpal. The appointment of these directors and was made pursuant to the Agreement to acquire Anderson Gold (China) Inc. and the termination of that agreement resulted in their resignation. The resigning directors and the company part ways on good terms and with no outstanding issues. Mr. Jagpal also resigned from his position as Chief Financial Officer and Corporate Secretary.
Also on November 14, 2005 the company accepted letters of resignation from the Board of Directors from Mr. Rajpal Uppal and Mr. Scott Biddle. The resignations were offered for personal reasons and not for any disagreement with management of the Company or its policies. The resigning directors and the company part ways on good terms and with no outstanding issues.
Also on November 14, 2004 the company appointed Mr. Brian Hall as a Director as well as Secretary and Chief Financial Officer.
PLAN OF OPERATION
We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, developing natural resource properties. Our primary focus in the natural resource sector is gold. We do not consider ourselves a "blank check" company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We currently have no plans to merge with or acquire another company in the next 12 months.
We currently do not consider that we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. The company has not made a determination as to whether we would develop to production any commercially viable ore body that we may discover or sell any such ore body to a to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into ope ration ourselves, and it would also provide future capital for the Company to continue operations.
The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have optioned in China contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.
Natural resource exploration and development requires significant capital and our assets and resources are limited. The company has not entered into any arrangements to acquire an interest in a mineral property at this time and their can be no assurances that it will in the future.
Competition
The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital.
Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in any jurisdiction where we may acquire an interest in a mineral property. Most, if not all federal governments and various regional, state and local governments have adopted laws and regulations regarding the protection of natural resources, human health and the environment. We will be required to conduct all exploration activities in accordance with all applicable laws and regulations. These may include requiring working permits for any exploration work that results in physical disturbances to the land and locating claims, posting claims and reporting work performed on the mineral claims. The laws and regulations may tell us how and where we can explore for natural resources, as well as environmental matters relating to exploration and development. Because these laws and regulations change frequently, the costs of compliance with existing and fu ture environmental regulations cannot be predicted with certainty.
There are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur at any time. Costs could extend into the millions of dollars for which we could be liable. In the event of liability, we would be entitled to contribution from other owners so that our percentage share of a particular project would be the percentage share of our liability on that project. However, other owners may not be willing or able to share in the cost of the liability. Even if liability is limited to our percentage share, any significant liability would wipe out our assets and resources.
Certain Risk Factors
From time to time, the "Company will make written and oral forward-looking statements about matters that involve risk and uncertainties that could cause actual results to differ materially from projected results. Important factors that could cause actual results to differ materially include, among others:
Fluctuations in the market prices of natural resources
General domestic and international economic and political conditions
Unexpected geological conditions or rock instability conditions resulting in cave-ins, flooding, rock-bursts or rock slides
Difficulties associated with managing complex operations in remote areas
Unanticipated milling and other processing problems
The speculative nature of mineral exploration
Environmental risks
Changes in laws and government regulations, including those relating to taxes and the environment
The availability and timing of receipt of necessary governmental permits and approval relating to operations, expansion of operations, and financing of operations
Fluctuations in interest rates and other adverse financial market conditions
Other unanticipated difficulties in obtaining necessary financing
The failure of equipment or processes to operate in accordance with specifications or expectations
Labor relations
Accidents
In addition the Company may face unusual weather or operating conditions, force majeure events, or other risks described from time to time in the Companys filings with the Securities and Exchange Commission.
Many of these factors are beyond the Companys ability to control and predict. Investors are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.
Lack of Properties and Insufficient Exploration and Development Funds
The company has not entered into any arrangements to acquire an interest in a mineral property at this time and their can be no assurances that it will in the future.
Additional funds are likely necessary in order for the Company to enter into an agreement regarding obtaining an interest in a mineral property. Any expenditures on are discretionary and may be increased or decreased based upon funds available to the Company.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Subsidiaries
We do not currently operate through any subsidiary or affiliate though the company continues to hold a 100% interest in 805332 Alberta Ltd which is inactive.
Patents and Trademarks
We do not own any patent or trademark.
Employees
We have no full time employees. Our sole officer and director provide planning and organizational services for us on a part-time basis.
Item 2. DESCRIPTION OF PROPERTY.
Offices and Production Facilities
Our executive offices located at 900-555 Burrard, Street, Vancouver, BC have been provided by a former Director of the Company free of charge. We believe that our current facilities are adequate and suitable for our current use, which consists primarily of sales and marketing of our products, as well as reviewing opportunities and negotiations with potential partners and merger candidates. We are seeking to acquire new production facilities through a merger with a suitable production partner. Our facilities are adequately insured against perils.
Item 3. LEGAL PROCEEDINGS
To the best of our knowledge, there are no legal actions pending, threatened, or contemplated against us other than as noted in the following paragraphs.
In a a civil action commenced in the Supreme Court of British Columbia on February 10, 2003 by D. Bruce Horton, Peter Krag-Hansen, Darcy Higgs and BMD Financial Inc. claiming a total of $204,534 in Canadian currency as repayment of a working capital loan to MPAC Corp. and 805332 Alberta Ltd., a subsidiary of the company. A former director, Adam Smith is also named in the action. A default judgment was obtained although no action has been commenced in an attempt to recover the funds. We are currently seeking to negotiate a settlement of the claim and expect to conclude this settlement in the near term.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
PART II.
Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTER
Our common stock is traded on the Over the Counter Bulletin Board sponsored by the National Association of Securities Dealers, Inc. under the symbol "AMUG.OB". The Over the Counter Bulletin Board does not have any quantitative or qualitative standards such as those required for companies listed on the Nasdaq Small Cap Market or National Market System.
The following table sets forth the range of high and low bid prices of the Company's Common Stock for the quarters indicated through the fourth quarter of 2005.
Calendar Year | HIGH | LOW | ||
2003 Q4 | 0.23 | 0.06 | ||
2004 Q1 | 0.09 | .02 | ||
2004 Q2 | 0.9 | 0.2 | ||
2004 Q3 | 0.3 | 0.08 | ||
2004 Q4 | 0.38 | .05 | ||
2005 Q1 | 0.24 | 0.10 | ||
2005 Q2 | 0.14 | 0.08 | ||
2005 Q3 | 0.10 | 0.04 | ||
2005 Q4 | 0.10 | 0.05 |
* The above quotations reflect the inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions.
As at September 30, 2005 there were 21,319,518 shares of our common stock issued and outstanding and approximately 62 stockholders of record and, following a reverse split of the companys shares on a one new for two old share reverse split that took place on October 4, 2004, at February 1, 2006 there were 10,659,759 shares of our common stock issued and outstanding and approximately 57 stockholders of record
There are no contractual restrictions on the resale of any our outstanding common stock. As at December 31, 2005, there are shares of our common stock that are restricted from resale under Rule 144 promulgated under the U.S. Securities Act of 1933, as follows:
Number of Restricted Shares | Description |
6475250 | Shares issued pursuant to Rule 144(d)(3)(ii) and may be sold in accordance with the affiliate provisions of Rule 144. |
4,370,000 | Shares held by affiliates that may be sold in accordance the affiliate rules set out in Rule 144. |
Total restricted: 6,470,250 shares
Total restricted held by Affiliates (issued and reserved): 4,370,000 shares
Total non-restricted: 4,189,509
In general, Rule 144 under the Securities Act provides that securities may be sold if there is current public information available regarding the issuer and the securities have been held at least one year. Rule 144 also includes restrictions on the amount of securities sold, the manner of sale and requires notice to be filed with the SEC. Under Rule 144 a minimum of one year must elapse between the later of the date of the acquisition of the securities from the issuer or from an affiliate of the issuer, and any resale under the Rule. If a one-year period has elapsed since the date the securities were acquired, the amount of restricted securities that may be sold for the account of any person within any three-month period, including a person who is an affiliate of the issuer, may not exceed the greater of 1% of the then outstanding shares of our common stock or the average weekly trading volume in the over-the-counter market during the four calendar weeks preceding the date on which notice of sale is filed with the SEC. If a two-year period has elapsed since the date the securities were acquired from the issuer or from an affiliate of the issuer, a seller who is not an affiliate of the issuer at any time during the three months preceding a sale is entitled to sell the shares without regard to volume limitations, manner of sale provisions or notice requirements. Affiliates of the issuer are subject to an ongoing volume restriction pursuant to Rule 144 on resales of shares held by them.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock of MPAC is Interwest Transfer Company, Inc., 1981 East Murray Holladay Road, Suite 100, P.O. Box 17136, Salt Lake City, UT 84117, telephone, (801) 272-9294. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares and stock warrants.
Dividends Policy
We have not paid dividends on our common stock since our inception. Dividends on common stock are within the discretion of the Board of Directors and are payable from profits or capital legally available for that purpose. It is our current policy to retain any future earnings to finance the operations and growth of our business. Accordingly, we do not anticipate paying any dividends on common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None
Item 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
You should read this discussion together with our financial statements and related notes included elsewhere in this report.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
The matters discussed in this section and in certain other sections of this Form 10-KSB contain forward-looking statements. All statements other than statements of historical information provided herein maybe deemed to be forward-looking statements. Without limiting the foregoing, the words "may", "will", "could", "should", "intends", "thinks", "believes", "anticipates", "estimates", "plans", "expects", or the negative of such terms and similar expressions are intended to identify assumptions and uncertainties which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this report. The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in the forward-looking statements made in this report. Among the key factors that have a direct bearing on our results of operations are:
-The ability and opportunity to enter into an agreement to acquire an interest or the right to acquire an interest in a resource property;
- Feasibility of any property which we may acquire an interest or the right to acquire an interest;
- General economic and business conditions; the existence or absence of adverse publicity; changes in, or failure to comply with, government regulations; changes in political, social and economic conditions;
- Success of operating initiatives; changes in business strategy or development plans; management of growth;
- Availability, terms and deployment of capital;
- Costs and other effects of legal and administrative proceedings;
- Dependence on senior management; business abilities and judgment of personnel; availability of qualified personnel; labor and employee benefit costs;
- Development risks and risks inherent in the natural resource industry and
- Other factors referenced in this report.
Because the risks factors referred to above could cause actual results or outcome to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. Other factors may be described from time to time in our filings with the Securities and Exchange Commission, news releases and other communications. Further, any forward-looking statement speaks only as of the date on which it is made and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looki ng statements.
Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above and contained elsewhere in this Annual Report on Form 10-KSB.
OVERVIEW
As a natural resource exploration company our focus is to locate prospective properties that may host mineral reserves that could eventually be put into mining production. The company has not entered into any arrangements to acquire an interest in a mineral property at this time and their can be no assurances that it will in the future.
We do not intend to use any employees, with the exception of part-time clerical assistance on an as-needed basis. Outside advisors, attorneys or consultants will only be used if they can be obtained for a minimal cost or for a deferred payment basis. Management is confident that it will be able to operate in this manner and continue during the next twelve months.
Plan of Operation
During the twelve-month period ending September 30, 2006, we plan source a mineral property in which to acquire an interest The funds in our treasury are insufficient to meet any planned activities as a result of this, we hope to enter into a financing arrangements during the next twelve months (ending September 30, 2006).
We continue to run our operations with the use of contract operators, and as such do not anticipate a change to our company staffing levels. We remain focused on keeping the staff compliment, which currently consists of our one director at a minimum to conserve capital. Our staffing in no way hinders our operations, as outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the company.
We do not anticipate any equipment purchases in the next twelve months (ending September 30, 2006).
Following is an overview of the project work to date, as well as anticipated work for the next twelve months. Specific dates when work will begin, and how long it will take to complete each step is problematic because of the variables of weather, availability of work crews for a particular type of work, and the results of work that is planned, the outcome of which will determine what the next step on that project will be.
RESULTS OF OPERATIONS
During the two fiscal years ended September 30, 2005 and 2004, we incurred a net loss from continuing operations of $62,987 and $123,188 respectively. No management fees were paid during the year ended September 30, 2005 resulting in a significantly lower net loss. It is not anticipated that significant management fees will be incurred in the year ended September 30, 2006.
REVENUES
We have no revenues for the year ended September 30, 2005. We did not generate any revenues for year ended September, 2004.
COST OF REVENUE
There was no cost of revenue for the two fiscal years ended September 30, 2005 and 2004.
GENERAL AND ADMINISTRATIVE EXPENSES
For the two fiscal years ended September 30, 2005 and 2004, general and administrative expenses were $86.616 and $165,807. The decrease in G&A expenses from 2004 to 2005 is largely attributable to a decline in legal fees, management fees, and interest on long term debt. Going forward it may be necessary to engage paid consultants in the field of geology, ground operations, corporate development, and financial management to work for the Company in the search for attractive prospects in the mineral exploration field.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of September 30, 2005 reflects cash of $863 as compared to $4,572 at September 30, 2004, and total liabilities on the balance sheet as of September 30, 2005 $373,107 consisting primarily of a demand loan of $166,1079 and accounts payable of $173,124 as compared to total liabilities of $350,395 at September 30, 2004.
Cash and cash equivalents from inception to date have been insufficient to provide the operating capital necessary to operate.
To date, we have not invested in derivative securities or any other financial instruments that involve a high level of complexity or risk. We expect that in the future, any excess cash will continue to be invested in high credit quality, interest-bearing securities. We believe cash from operating activities, and our existing cash resources may not be sufficient to meet our working capital requirements for the next 12 months. We will likely require additional funds to support the development and marketing of our product. There can be no assurance that additional financing will be available on acceptable terms, if at all. If adequate funds are not available, we may be unable to develop or enhance our products, take advantage of future opportunities, respond to competitive pressures, and may have to curtail operations. There are no legal or practical restrictions on the ability to transfer funds between parent and subsidiary companies.
We do not have any material commitments for capital expenditures as of September 30, 2005.
For the twelve months ended September 30, 2005, there were no capital expenditures.
CRITICAL ACCOUNTING POLICIES
The Company's discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments, particularly those related to the determination of the estimated recoverable amount of investment tax credits, trade accounts receivable, and deferred tax assets. The Company believes the following critical accounting policies require its more significant judgment and estimates used in the preparation of the consolidated financial statements.
The company follows the cost reduction method of accounting for investment tax credits and recognizes the estimated net recoverable amount when reasonable assurance exists as to their collectability.
The company maintains an allowance for doubtful accounts for estimated losses that may arise if any of its customers are unable to make required payments. Management specifically analyzes the age of customer balances, historical bad debt experience, customer credit-worthiness, and changes in customer payment terms when making estimates of the uncollectability of the company's trade accounts receivable balances. If the company determines that the financial conditions of any of its customers deteriorated, whether due to customer specific or general economic issues, increases in the allowance may be made. To date no customer balance has been unpaid in the timeframe allowed to customers.
Income taxes are accounted for under the asset and liability method. Under this method, to the extent that it is not more likely than not that a deferred tax asset will be recovered, a valuation allowance is provided. In making this determination, the Company considers estimated future taxable income and taxable timing differences expected to reverse in the future. Actual results may differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
It is the company's policy to adopt all applicable new accounting pronouncements as they are issued, which may be in advance of the effective date of the pronouncement.
In August 2001 the FASB issued SFAS No 144 Accounting for the Impairment or Disposal of Long-Lived Assets, which supercedes SFAS No 121 Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. The rules in SFAS No 144 restate and establish guidelines for evaluating the impairment of the company's capital assets and the write downs to be recorded when there has been impairment. The company adopted the requirements of SFAS No 144 when the pronouncement was issued. There was no substantive change in the company's capital assets, results of operations or cash flows on the adoption of this pronouncement.
GOING CONCERN CONSIDERATION
These consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has a working capital deficiency of $377,244 and a stockholders deficiency of $ 377,244 at September 30, 2005 and requires additional capital in order to remain a going concern. The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. The Company believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
Item 7. FINANCIAL STATEMENTS
The financial statements are attached to this report following the signature page and officer certification pages.
Item 8. CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On February 14, 2004 the Company determined not to renew the engagement of its independent accountants, Amisano Hanson ("Amisano"), and appointed K. R. Margetson Ltd. ("Margetson") as its new independent accountants, effective immediately.
This determination followed the Company's decision to seek proposals from independent accountants to audit the Company's financial statements for the fiscal year ending September 30, 2005. The decision not to renew the engagement of Amisano and to retain Margetson was approved by the Company's Audit Committee. Amisano was dismissed effective as of February 14, 2005.
In connection with the audits of the fiscal years ending September 30, 2004 and September 30, 2003 and to the date of non-renewal, the Company had no disagreements with Amisano with respect to accounting principles or practices, financial statement disclosure, or auditing scope or procedures of the type discussed in Item 304(a)(iv) of Regulation S-B.
The audit reports of Amisano on the financial statements of the Company as of and for the years ended September 30, 2004 and 2003, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ending September 30, 2004 and September 30, 2003, including the subsequent interim periods through February 13, 2003, the date of Amisano's non-renewal, andprior to the appointment of Margetson, the Company (or anyone on its behalf) did not consult with Margetson regarding any of the accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-B.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Directors and Executive Officers
Our Board of Directors and executive officers and their respective ages as of February 15, 2006 are set forth in the table below. Each of the directors of American United will serve until the next annual meeting of shareholders or until his successor is elected and qualified.
Also provided is a brief description of the business experience of each director and executive officer and the key personnel during the past five years and an indication of directorships (if any) held by each director in other companies subject to the reporting requirements under the Federal securities laws.
The following table sets forth, as of the date of this registration statement, the name, age and position of the officers and directors of the American United.
NAME | AGE | POSITION (1) |
David R. Uppal | 43 | President and Director |
1. Pursuant to our bylaws, all directors serve for a term of one year, until they resign or until they are removed by majority vote at a meeting of the stockholders. Officers are elected by American United's directors and serve for a term of one year, or until such time as their successor is appointed, until they resign or until they are removed by the directors.
None of the American Uniteds directors and officers hold positions with other reporting companies.
The following is a brief summary of the education and business experience of the following:
David Uppal
Director and President
Mr. Uppal has owned and operated a lumber manufacturing firm, Universal Lumber Sales Ltd., for the past 15 years. Universal Lumber has 3 manufacturing facilities in the Canada, employing over 100 people. The manufactured products are sold in the U.S., predominantly in California. Sales in 1999 were in excess of $15,000,000. Mr. Uppal also overseas 60 employees generating $2.5 million in sales at Metrotown Restaurants Ltd., the operator of two restaurants. Mr. Uppal graduated from Simon Fraser University in 1984 with a Bachelor of Arts degree.
Significant Employees
American United does not have any significant employees or written employment contracts with any employee or officer.
Family Relationships
There are no family relationships among the our directors or officers.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act, requires the Company's officers, directors and persons who beneficially own more than ten percent of the Common Stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent beneficial owners also are required by rules promulgated by the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms they file. The Company believes that all reporting persons complied with all Section 16(a) filing requirements for the year ending September 30, 2005.
Item 10. EXECUTIVE COMPENSATION
The following table provides a summary of the compensation paid to the Chief Executive Officer for the years ended September 30, 2005, September 30, 2004, and September 30, 2003. No executive officer received a total annual salary, bonus and other compensation in excess of $100,000 in those periods. American Uniteds Chief Executive Officer has received no compensation other than consulting fees. No executive officer that would have otherwise been included in this table on the basis of salary and bonus earned for the 2004 fiscal year has been excluded by reason of his or her termination of employment or change in executive status during the fiscal year.
SUMMARY COMPENSATION TABLE | |||||||||||||||
| Long Term Compensation |
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| Annual Compensation | Awards | Payouts |
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(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |||||||
Name and | Year* | Salary | Bonus | Other Annual | Restricted | Securities | LTIP | All Other | |||||||
David Uppal | CEO | ||||||||||||||
2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
2004 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
2003 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Peter Guest | Former CEO |
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2005 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
2004 | 35,775.50 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
2003 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
* The information in the above table is presented as at September 30 for each of the relevant years.
As of the date of this registration statement, we have not paid any bonuses or granted any stock awards, options or stock appreciation rights to any officer, director or employee. No options have been exercised. We have no arrangements for the compensation of directors and officers for their services as directors and officers.
Director Compensation
No compensation was paid to directors for services rendered as a director.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of the American Uniteds issued and outstanding common stock owned as of December 31, 2005 by (i) each person who is known to us to be the beneficial owner of more than 5 percent of our common stock; (ii) named directors and executive officers; and (iii) all directors and executive offices of American United as a group. Unless otherwise indicated in the footnotes below on the table as subject to community property laws, where applicable, the persons as to whom the information is given has sole investment power over the shares of common stock shown as beneficially owned.
These calculations are based on a total issued and outstanding share capital as at December 31, 2005 of 10,659,761 common shares, and for each beneficial owner assumes conversion or exercise of all convertible securities held by the particular beneficial owner. All addresses below are c/o American United Gold Corporation, 555 Burrard Street, Suite 900, Vancouver , B.C., CANADA, V7X 1M8.
NAME OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL | PERCENTAGE OF CLASS |
B.D. G. Solvents Inc. , 1600 Boul. Henri Bourassa West, Suite 404, Montreal, PQ Canada H3M 3E2 (1) | 759,000 | 7.1% |
Paul Uppal , 11032Scarborough Dr. | 2,235,000 | 21% |
David Uppal, Director, CEO | 2,285,000 | 21.4% |
Directors and Officers as a Group (1 person) | 2,285,000 | 21.4% |
1. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. These calculations are based on a total issued and outstanding share capital as at December 31, 2005 of 10,659,759. common shares, and for each beneficial owner assumes conversion or exercise of all convertible securities held by the particular beneficial owner.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors of American United are not currently compensated by us for meeting attendance or otherwise, but are entitled to reimbursement for their travel expenses. We do not pay additional amounts for committee participation or special assignments of the Board of Directors.
David Uppal, President, is currently the only full time executive and is not in receipt of any salary at this time but is entitled to reimbursement for his travel expenses, and other expenses related to his duties as officer. During the year ended September 30, 2005 no consulting fdees were paid to Mr. Uppal.
Prior to fiscal 2004, the company borrowed $117,000 from Mr. Paul Uppal and an additional $117,000 from Mr. David Uppal by way of promissory notes. The loans from David Uppal and Paul Uppal provided funds for the acquisition of capital equipment, the refurbishing and operation of the plant as well as for general and administrative purposes. On March 11, 2004 we issued 1,170,000 common shares to Paul Uppal, a former Officer and Director of the Company, in settlement of $117,000 of outstanding debt, and on the same date we issued 1,170,000 common shares to David Uppal, an Officer and Director of the Company, in settlement of $117,000 of outstanding debt.
On March 11, 2004 we issued 3,200,000 shares of the common stock to a former Director and Officer of the company, Paul Uppal and 3,200,000 million shares to David Uppal, a current officer and Director. The stock was issued in connection with the previous acquisition of Micron Milling and Packaging Ltd. During fiscal 2001, we issued 3,200,000 shares of the common stock of a subsidiary to Paul Uppal and 3,200,000 shares of the common stock of a subsidiary to David R. Uppal. The shares issued to the Uppals carried the right of conversion into shares of American United on a one to one basis. During fiscal 2004 the Uppals exercised their right to conversion. The issuance was made pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as amended and did not involve a public offering.
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. | Description of Exhibit | Manner of Filing |
3(i) | Articles of Incorporation of MPAC Corporation | Incorporated by reference to Exhibit 2.1 from the registrants registration statement on Form 10-SB filed with the Securities and Exchange Commission on July 31, 2002 and amendments thereto (the "Form 10-SB") |
3(ii) | By-Laws of MPAC Corporation | Incorporated by reference to Exhibit 2.2 on the Form 10-SB |
4.1 | Promissory Notes issued by MPAC to David Uppal | Incorporated by reference to Exhibit 6.1 to the Form 10-SB |
4.2 | Promissory Notes issued by MPAC to Paul Uppal | Incorporated by reference to Exhibit 6.2 to the Form 10-SB |
10.1 | Share Exchange Agreement between 805332 Alberta Ltd., MPAC Corporation, Paul Uppal, David Uppal and Micron Milling and Packaging Company Ltd. | Incorporated by reference to Exhibit 10.2 to the Form 10-SB |
16 | Letter from Hay & Watson, Chartered Accountants on change in certifying accountant | Incorporated by reference to Exhibit 16 on Form 8-K filed with the Securities and Exchange Commission on March 31, 2003. |
21.1 | Subsidiaries of the Registrant. | Incorporated by reference to Exhibit 21 of the Form 10-SB. |
99.1
10.1 | Certification required pursuant to section 906 of the Sarbanes-Oxley Act. Share Exchange Agreement between American United Gold Corporation, ANDERSON GOLD (CHINA) INC., ANDERSON GOLD TRUST, ROCKY TRUST , GRIFFITH TRUST. | Filed herewith Incorporated by reference to Exhibit 16 on Form 8-K filed with the Securities and Exchange Commission on December 21, 2004 and February 16, 2005. |
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(b) Reports on Form 8-K.
The registrant filed a current report on Form 8-K on October 7, 2004 under Items 5.03 Amendments to Articles of Incorporation or Bylaws, reporting the an ammendement to the Articles of Incorporation with the State of Nevada changing the name of the Registrant to "United American Gold Corporation" and reporting a reverse stock split.
The Registrant filed a Current Report on Form 8-K dated December 3, 2004 under Items 5.02 regarding the appointment of new Directors and Officers.
The Registrant filed a Current Report on Form 8-K dated December 21, 2004 under Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT and Item 9.01, regarding the entering into of an Agreement to acquire 100% of the outstanding shares in Anderson Gold (China) Inc.
The Registrant filed a Current Report on Form 8-K/A dated February 16, 2005 under Item 1.01 and Item 9.01 which constituted an amendment to the Form 8-K filed December 21, 2004.
The Registrant filed a Current Report on Form 8-K dated November 17, 2005 under Item 1.02 and Item 5.02 regarding the termination of the Agreement to acquire Anderson Gold (China) Inc. and the resignation of certain Directors and Officers and the appointment of a new Officer and Director.
Item 14. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Based on the evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing date of this Annual Report on Form 10K-SB, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 16, 2006.
American United Gold Corporation
By:/s/ David R. Uppal
David Uppal, President
In accordance with the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on February 16, 2006.
Signature | Title | Date |
By:/s/ David R. Uppal | Director and President | February 16, 2005 |
MERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005 and 2004
(Stated in US Dollars)
Keith Margetson, CA | K. R. Margetson Ltd. |
| CharteredAccountant |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
American United Gold Corporation (Formerly MPAC Resources Corporation)
I have audited the accompanying balance sheets of American United Gold Corporation (Formerly MPAC Resources Corporation) (A Development Stage Company) as of September 30, 2005 and the related statements of operations, stockholders' deficiency and cash flows for the year ended September 30, 2005 The balance sheet for the year ended September 30, 2004 and the related statements of operations, stockholders' deficiency and cash flows for the year then and for the period from October 1, 2002 (Date of Inception of development stage) to September 30, 2004.was audited by a another auditor These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these consolidated financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that I plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as Ill as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2005 and 2004 and the results of its operations and its cash flows for the years ended September 30, 2005 and 2004 and for the period from October 1, 2002 (Date of inception of development stage) to September 30, 2005 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared using accounting principles generally accepted in the Unites States of America assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is a development stage company and has incurred substantial losses, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to their planned financing and other matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Sechelt, BC | "K. R. Margetson Ltd". |
Canada | Chartered Accountants |
Po Box 45, 5588 Inlet Avenue | Telephone: 604-885-2810 |
Sechelt, BC v0n 3a0 | Facsimile: 604-885-2834 |
canada |
AMERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
BALANCE SHEETS
September 30, 2005 and 2004
(Stated in US Dollars)
ASSETS | 2005 | 2004 |
Current |
|
|
Cash and cash equivalents | $ 863 | $ 4,572 |
Receivables | --- | 412 |
Current assets of discontinued operations - Note 9 | --- | --- |
| $ 863 | $ 4,984 |
LIABILITIES | ||
Current |
|
|
Accounts payable and accrued liabilities - Notes 3 and 8 | $ 173,124 | $ 153,353 |
Loans payable - Note 8 | 33,073 | 12,123 |
Demand loans - Note 4 | 166,910 | 184,919 |
Current liabilities of discontinued operations - Note 9 | - | - |
| 373,107 | 350,395 |
| ||
STOCKHOLDERS' DEFICIENCY | ||
| ||
Capital Stock - Notes 5 and 12 |
|
|
Common stock: 100,000,000 authorized shares, with par value of $0.001 |
|
|
10,659,759 (2004: 10,659,759) shares issued and outstanding | 566,411 | 566,411 |
Additional paid-in capital | 1,241,484 | 1,241,484 |
Shares allotted | 60,000 | - |
Deficit accumulated during the development stage | (838,283) | ( 775,296) |
Accumulated other comprehensive loss | (139,921) | ( 116,075) |
Accumulated deficit | (1,261,935) | ( 1,261,935 ) |
| ( 372,244) | ( 345,411) |
| $ 863 | $ 4,984 |
Going Concern - Note 1
Commitments - Note 5
Subsequent Events - Notes 1 and 12
APPROVED BY THE BOARD: |
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"Dave Uppal" | Director |
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AMERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS
for the years ended September 30, 2005 and 2004 and
for the period from October 1, 2002
(Date of Inception of Development Stage)
to September 30, 2005
(Stated in US Dollars)
2005 |
2004 | For the period from October 1, 2002 (Date of Inception of Development Stage) to September 30,2005 | |
|
|
|
|
Expenses |
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|
|
Accounting and auditing fees | $ 30,093 | $ 23,331 | $ 72,509 |
Automobile | -- | 525 | 525 |
Foreign exchange loss | -- | 237 | 393 |
General and administrative | 1,089 | 3,068 | 4,555 |
Interest and bank charges | 211 | 387 | 598 |
Interest on long-term debt | 6,751 | 13,201 | 40,167 |
Investor relations | 11,766 | -- | 11,766 |
Legal fees | 9,666 | 23,869 | 51,781 |
Management fees - Note 8 | 24,470 | 90,696 | 156,685 |
Telephone and utilities | -- | 205 | 323 |
Transfer agent fees | 810 | 3,605 | 7,574 |
Travel | 1,760 | 6,683 | 9,787 |
Loss from continuing operations before other item | ( 86,616) | ( 165,807) | ( 356,663) |
Other items: |
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|
|
Gain on write-off of accounts payable - Note 8 | 20,435 | 42,619 | 63,054 |
Adjustment for items in dispute - Note | 3,194 | ----- | 3,194 |
| |||
Loss from continuing operations | ( 62,987) | ( 123,188) | ( 290,415) |
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Loss from discontinued operations - Note 9 | -- | ( 514,761) | ( 547,868) |
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Net loss for the year | ( 62,987) | ( 637,949) | ( 838,283) |
Other comprehensive loss | |||
Foreign currency adjustment | ( 23,846) | ( 98,668) | ( 139,921) |
Comprehensive loss | $ ( 86,823) | $ ( 736,617) | $ ( 978,204) |
.../cont'd
Continued
AMERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS
for the years ended September 30, 2005 and 2004 and
for the period from October 1, 2002
(Date of Inception of Development Stage)
to September 30, 2005
(Stated in US Dollars)
2005 | 2004 | |
Basic and diluted loss per share from continuing operations | $ ( 0.01) | $ ( 0.02) |
Basic and diluted loss per share from discontinued operations | ( 0.00) | ( 0.07) |
Basic and diluted loss per share | $( 0.01) | $( 0.09) |
| ||
Weighted average number of shares outstanding | 10,659,759 | 7,246,536 |
AMERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the years ended September 30, 2005 and 2004 and
for the period from October 1, 2002
(Date of Inception of Development Stage)
to September 30, 2005
(Stated in US Dollars)
|
2005 |
2004 | For the period from October 1, 2002 (Date of Inception of Development Stage) to September 30,2005 |
Operating Activities |
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|
Net loss for the year from continuing operations: | $(62,987) | $(123,188) | $(290,415) |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities: |
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|
Foreign Exchange | (23,846) | (67,558) | (114,019) |
Gain on write-off of accounts payable |
| ( 42,619) | (42,619) |
Changes in non-cash working capital balances consist of: |
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|
|
Receivables | 412 | ( 67) | --- |
Accounts payable and accrued liabilities | 19,771 | 51,769 | 204,022 |
Net cash provided by (used in) operating activities | (66,650) | (181,663) | (243,031) |
Financing Activities |
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|
Increase (decrease) in loans payable | 20,950 | 12,123 | 33,073 |
Increase (decrease) in demand loans | ( 18,009) | 67,662 | 602 |
Issue of common shares for cash | -- | 106,450 | 106,450 |
Share Subscription Received | 60,000 | -- | 60,000 |
Net cash provided by (used in) financing activities | 62,941 | 186,235 | 200,125 |
...Cont'd.
Continued
AMERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the years ended September 30, 2005 and 2004 and
for the period from October 1, 2002
(Date of Inception of Development Stage)
to September 30, 2005
(Stated in US Dollars)
|
2005 |
2004 | For the period from October 1, 2002 (Date of Inception of Development Stage) to September 30,2005 |
Increase (decrease) in cash from continuing operations | (3,709) | $4,572 | $(42,906) |
Decrease in cash from discontinued operations - Note 9 |
| (19,383) | - |
| |||
Decrease in cash and cash equivalents during the year | ( 3,709) | (14,811) | ( 42,906) |
Cash and cash equivalents, beginning of the year | 4,572 | 19,383 | 43,769 |
Cash and cash equivalents, end of the year | $ 863 | $ 4,572 | 863 |
Cash is compromised as follows: |
|
|
|
- Continuing operations | $ 863 | $ 4,572 | $ 863 |
- Discontinued operations | - | - | - |
| |||
Cash, end of the year | $ 863 | $ 4,572 | $ 863 |
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Supplemented disclosure of cash flow information: |
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Cash paid for: |
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|
Interest | $ - | $ - | $ 586 |
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Income taxes | $ - | $ - | $ - |
|
Non-cash Transactions - Note 10
AMERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
STATEMENT OF
STOCKHOLDERS' DEFICIENCY
for the years ended September 30, 2004 to September 30, 2005
(Stated in US Dollars)
|
Note 1 |
Additional |
|
| Deficit Accumulated During the | Accumulated Other |
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| |
| Common Stock | Paid-in | Shares | Share | Development | Comprehensive | Accumulated |
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| Shares | Amount | Capital | Allotted | Subscription | Stage | Loss | Deficit | Total |
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Balance, September 30, 2003 | 4,145,759 | 8,291 | 605,854 | 4,370 | - | ( 137,347) | ( 17,407) | ( 1,261,935) | ( 798,174) |
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Pursuant to debt settlement agreements | 2,236,500 | 447,300 | - | - | - | - | - | - | 447,300 |
Pursuant to an acquisition agreement | 3,200,000 | 4,370 | 635,630 | ( 4,370) | - | - | - | - | 635,630 |
Pursuant to a private placement | 1,077,500 | 106,450 | - | - | - | - | - | - | 106,450 |
Net loss for the year ended September 30, 2004 | - | - | - | - | - | ( 637,949) | - | - | ( 637,949) |
Other comprehensive income for the year ended September 30, 2004 | - | - | - | - | - | - | ( 98,668) | - | ( 98,668) |
Balance, September 30, 2004 | 10,659,759 | $566,411 | $1,241,484 | $ - | $ - | $(775,296) | $( 116,075) | $(1,261,935) | $(345,411) |
Share Subscriptions | - | - | - | - | 60,000 | 60,000 | |||
Net Loss for the year ended 30th September 2005 | - | - | - | - | - | ( 62,987) | ( 62,987) | ||
Other Comprehensive Income for the year ended 30th September 2005 | - | - | - | - | - | ( 23,846) | ( 23,846) | ||
Balance, September 30, 2005 | 10,659,759 | $566,411 | $1,241,484 | $ - | $60,000 | $(838,283) | $( 139,921) | $(1,261,935) | $(372,244) |
On October 7, 2004, the Company consolidated its common stock on a 1 for 2 basis and has re-stated the prior years to reflect this.
SEE ACCOMPANYING NOTES
AMERICAN UNITED GOLD CORPORATION
(Formerly MPAC RESOURCES CORPORATION)
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2005 and 2004
(Stated in US Dollars)
Note 1Summary of Significant Accounting Policies
Going Concern
These consolidated financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has a working capital deficiency of $381991, has accumulated losses of $2,123,989 as at September 30, 2005, has yet to achieve profitable operations and requires additional capital in order to remain a going concern. The continuation of the Company is dependent on its ability to obtain the necessary capital to achieve profitability and to meet the requirements, from time to time, of lenders, if any, who are willing to provide this financing. The Company believes that its operations will generate additional funds and that it will be able to obtain additional capital primarily through the issue of shares and debt from outside investors and management.
These consolidated financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations.
Operations and Basis of Consolidation
The Company was incorporated on June 18,1998 in Nevada, U.S.A. and commenced operations in October 1998. On April 21, 2004, the Company changed its name from MPAC Corporation to MPAC Resources Corporation. On October 7, 2004, the Company consolidated its capital stock on a 1 for 2 basis and changed its name to American United Gold Corporation.
The Company's wholly-owned subsidiary company, 805332 Alberta Ltd. ("805332"), was incorporated on October 29, 1998 in Alberta, Canada and its 99.99% owned subsidiary company, Micron Milling & Packaging Company Ltd. ("Micron"), was incorporated on August 20, 1998 in Alberta, Canada. These consolidated financial statements include the accounts of the Company, 805332 and Micron, to the date of its disposition on May 10, 2004 (Note 9).
The Company, during the year ended September 30, 2002, reduced the carrying value of its manufacturing facility and related assets held in Micron to a nominal value and during the year ended September 30, 2003 wrote them off when it abandoned all claims to the assets. The Company did not intend to pursue Micron's business of production of sulphur fungicide and commenced the search for other business possibilities. Consequently, effective October 1, 2002, the Company became a development stage company.
During the year ended September 30, 2004, the Company disposed of Micron (Note 9) and commenced operations as a precious metals development company whose strategy is to acquire resource properties that have indicated mineral resources and require further exploration or development work.
Note 1Summary of Significant Accounting Policies - (cont'd)
Cash Equivalents
Cash equivalents are defined as highly liquid securities with maturities of three months or less.
Capital Assets
Capital assets were recorded at cost. Depreciation is recorded at annual rates considered adequate to amortize the cost of the assets over their estimated useful lives.
The Company reports the impairment of long-lived assets and certain identifiable intangibles in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets". Certain long-lived assets and identifiable intangibles held by the Company are reviewed for impairment whenever assets or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Accordingly, an impairment loss is recognized in the period it is determined.
Management periodically reviews the recoverability of long-lived assets based upon anticipated future cash flows generated from such assets. The assets are subsequently adjusted to reflect a valuation of the lower of cost or the net recoverable amounts calculated on an undiscounted cash flow basis.
Development Stage
The company is a development stage company defined in Financial Accounting Standard Board Statement No.7.
Foreign Currency Translation
The Company translates its foreign currency financial statements (Canadian subsidiaries) from the functional currency, Canadian dollars, into the reporting currency, U.S. dollars, using the current rate of exchange method pursuant to the Statement of Financial Accounting Standards No. 52 "Foreign Currency Translation".
Assets and liabilities denominated in foreign currencies are translated into U.S. dollars, at the rate of exchange prevailing at the balance sheet date. Revenue and expense items are translated at exchange rates prevailing at the time of the transaction. Translation adjustments resulting from this process, if any, are reported separately and are accumulated as other comprehensive income, a component of shareholders' equity.
Note 1Summary of Significant Accounting Policies - (cont'd)
Foreign Currency Translation- (cont'd)
Foreign currency transactions are transactions denominated in a currency other than the entities functional currency. Foreign currency transactions gains or losses are included in net loss for the year.
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. Although these estimates are based on management's best knowledge of current events and actions the Company may undertake in the future, actual results may ultimately differ from the estimates. Management believes such estimates to be reasonable.
Basic and Diluted Loss Per Share
The Company reports basic loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Basic loss per share is computed using the weighted average number of shares outstanding during the year. Diluted earning's per share includes the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares. (Diluted loss per share has not been provided for 2004 and 2003 as it would be anti-dilutive).
Income Taxes
The Company follows Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"("FAS 109") which requires the use of the asset and liability method of accounting of income taxes. Under the asset and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.
Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.
Note 1Summary of Significant Accounting Policies - (cont'd)
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of:
Financial Instruments
The carrying value of the Company's financial instruments, consisting of cash and cash equivalents, receivables, accounts payable and accrued liabilities, loans payable and demand loans approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Currency Risks
The Company incurs expenditures in Canadian and U.S. dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at September 30, 2004, cash totalling $5,853 (2003: $Nil) , accounts payable totalling $167,254 (2003: $166,393), loans payable totalling $15,295 (2003: $280,500) and demand loans totalling $233,294 (2003: $215,794) denominated in Canadian dollars are included in these consolidated financial statements.
Stock-based Compensation
The Company has elected to apply the intrinsic value method of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its stock options on options granted to employees and directors. Under APB 25, compensation expense is only recorded to the extent that the exercise price is less than the market value of the underlying stock on the measurement date which is usually the date of grant. Stock-based compensation for employees is recognized on an accelerated basis over the vesting period of the individual options. Stock options granted to non-employees are accounted for under SFAS No. 123 "Accounting for Stock-Based Compensation" and are recognized at the fair value of the options as determined by using the Black-Scholes option pricing model as the related services are provided and the options earned. Pro forma fair value information with respect to options granted to employees and directors is d isclosed in accordance with SFAS 123.
Effective for the year ended September 30, 2006, the Company will include in operations the fair value of stock-based compensation using the transitional provisions of SFAS No. 148. Under those provisions, the change in policy will be applied on a prospective basis with no retroactive restatement of the prior years. Compensation associated with unvested options will be recorded in the year the options vest.
Note 2Capital Assets
The Company had reduced the carrying value of the capital assets by $162,517 at September 30, 2002, to a nominal amount, as the assets were seized by a creditor. During the year ended September 30, 2003, the Company abandoned all claims to the capital assets and wrote-off the remaining $4.
Note 3Accounts Payable and Accrued Liabilities
| 2005 | 2004 |
|
|
|
Trade accounts payable | $ 5,572 | $ 4,977 |
Professional fees payable | 167,552 | 148,376 |
| $ 173,124 | $ 153,353 |
Note 4Demand Loans
The demand loans bear interest at 4.5% per annum, are unsecured and are payable on demand.
Note 5Capital Stock- Note 12
Commitments:
During the year ended September 30, 2004, the Company issued 6,400,000 pre-consolidated common shares previously allotted during the year ended September 30, 2000 pursuant to the acquisition of Micron. In addition, 250,000 pre-consolidated common shares previously allotted with respect to a finders fee remain un-issued. These shares will be issued for no additional consideration once the holders exercise their conversion rights.
Stock-based Compensation Plan
The Company has granted employees and directors common stock purchase options. These options are granted with an exercise price equal to the market price of the Company's stock on the date of the grant.
Note 5Capital Stock- Note 12 - (cont'd)
Commitments: - (cont'd)
Stock-based Compensation Plan - (cont'd)
A summary of the status of the stock option plan as of September 30, 2005 and 2004 and changes during the years then ended is presented below:
| September 30, 2005 |
| September 30, 2004 | ||
|
| Weighted |
|
| Weighted |
|
| Average |
|
| Average |
|
| Exercise |
|
| Exercise |
| Shares | Price |
| Shares | Price |
|
|
|
|
|
|
Outstanding at beginning of year | - | - |
| - | - |
Granted | - | - |
| 3,050,000 | $ 0.10 |
Cancelled | - | - |
| (3,050,000) | $ 0.10 |
Options outstanding end of year | - | - |
| - | - |
The compensation charge associated with directors' options in the amount of $488,000 is not recognized in the financial statements, but included in the pro-forma amounts below. These compensation charges have been determined under the fair value method, using the Black-Scholes option pricing model with the following assumptions:
Weighted average fair value of options granted $0.16
Expected dividend yield 0.0%
Expected volatility 120.4%
Risk-free interest rate 3.75%
Expected term in years 5.0
Had the fair value method been used for those options issued to directors, the Company's net loss and loss per share would have been adjusted to the pro-forma amounts indicated below:
| Year ended |
| September 30, |
| 2005 |
|
|
Net loss As reported |
|
Pro-forma |
|
Basic and diluted loss per share As reported |
|
Pro-forma |
|
Note 6Deferred Tax Assets
The following table summarizes the significant components of the Company's deferred tax assets:
| 2005 | 2004 |
|
|
|
Deferred Tax Assets |
|
|
Net operating loss carryforward |
| $495,000 |
|
| |
Gross deferred tax assets |
| $128,511 |
Valuation allowance for deferred tax asset |
| ( 128,511) |
|
| |
|
| $ - |
|
|
The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards which is more likely-than-not to be realized from future operations. For the year ended September 30, 2004 management of the Company chose to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.
Note 7Income Taxes
The Company has incurred losses for US income tax purposes of approximately $495,000 which can be carried forward to reduce taxable income in future years to 2025. The potential income tax benefits of these losses, if any, have not been recognized in these consolidated financial statements.
Note 8Related Party Transactions - Note 12
During the years ended September 30, 2005 and 2004 and the period from October 1, 2002 (Date of Inception of Development Stage) to September 30, 2005 the Company incurred the following expenses charged by companies with former common directors and with former directors of the Company:
|
2005 |
2004 | For the period from October 1, 2002 (Date of Inception of Development Stage) to September, 30,2005 |
|
|
|
|
Management fees | $ 18,290 | $ 90,696 | $ 1,50,505 |
During the year ended September 30, 2005, the Company recorded a gain on the write-off of accounts payable of $NIL (2004: $42,619). This amount was due to a company with a common former director.
Note 8Related Party Transactions - Note 12 - (cont'd)
These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.
Included in accounts payable is $_______ (2004: $NIL) owing to a company controlled by a former director of the Company.
Included in loans payable at September 30, 2005 is $________ (2004: $10,538) owing to a significant shareholder and director of the Company. These loans are unsecured, non-interest bearing and have no specific terms for repayment.
Note 9Discontinued Operations
On May 10, 2004, the Company disposed of its inactive wholly-owned subsidiary, Micron Milling and Packaging Company Ltd. ("Micron") to a former director of the Company for $1. For the year ended September 30, 2004 the Company had shown costs related to Micron as discontinued operations, including the issuance of 6,400,000 common shares at $0.10 per share, such shares having previously been allotted. The gain on disposal of Micron was determined as follows:
Proceeds | $ 1 |
|
|
| |
Net asset deficiency of subsidiary disposed of: |
|
|
Current assets | 11,721 |
|
Current liabilities | (134,031) |
|
|
| |
| (122,310) |
|
|
| |
Gain on disposal of subsidiary | $122,311 |
|
|
|
The consolidated balance sheets include the following amounts related to the discontinued operations of Micron.
| September 30, | September 30, |
| 2005 | 2004 |
|
|
|
Cash and cash equivalents | $ - | $ - |
Accounts receivable | - | - |
Current assets of discontinued operations | $ - | $ - |
Accounts payable | $ - | $ - |
Demand loans | - | - |
Current liabilities of discontinued operations | $ - | $ - |
Note 9Discontinued Operations - (cont'd)
Cash flows from discontinued operations were as follows:
|
|
| October 1, | |
|
|
| 2002 (Date of | |
|
|
| Inception of | |
|
|
| Development | |
|
|
| Stage) To | |
|
| September 30, | September 30, | |
|
| 2005 | 2004 | 2005 |
|
|
|
|
|
Operating Activities |
|
|
|
|
Net loss for the year |
| -- | $(514,761) | $(547,868) |
Items not involving cash: |
|
|
|
|
Gain on disposal of subsidiary |
| -- | (122,311) | (122,311) |
Foreign exchange |
| -- | ( 284) | ( 16,211) |
Share issuance on disposal |
| -- | 635,630 | 635,630 |
Changes in non-cash working capital balances consist of: |
|
|
|
|
Accounts receivable |
| -- | 1,690 | 6,207 |
Investment tax credits receivable |
| -- | - | 86,920 |
Prepaid expenses |
| -- | - | ( 100) |
Accounts payable and accrued liabilities |
| -- | (7,626) | 2,288 |
Demand loans |
| -- | - | ( 10,604) |
Due to shareholders |
| -- | - | ( 22,230) |
|
| -- | (7,662) | 11,721 |
Increase (decrease) in cash from discontinued operations prior to disposal |
| -- | (7,662) | 11,721 |
Cash balance of subsidiary on disposal |
| -- | (11,721) | ( 11,721) |
Increase (decrease) in cash from discontinued operations during the year |
| -- | $(19,383) | $ - |
Note 9Discontinued Operations - (cont'd)
Loss from discontinued operations was determined as follows:
|
| October 1, | |
|
| 2002 (Date of | |
|
| Inception of | |
|
September 30, | Development Stage) to September 30, | |
| 2005 | 2004 | 2005 |
|
|
|
|
Expenses |
|
|
|
Bank charges and interest | -- | $ 478 | $ 726 |
Consulting fees | -- | - | 14,358 |
General and administrative | -- | 61 | 7,245 |
Interest on long-term debt | -- | - | 411 |
Legal fees | -- | - | 1,579 |
Management fees | -- | 903 | 4,306 |
Other income | -- | - | ( 4,192) |
Rent | -- | - | 7,316 |
Travel | -- | - | 2,434 |
Wages | -- | - | 366 |
| |||
Loss before other items | -- | ( 1,442) | ( 34,549) |
Other items |
|
|
|
Gain on disposal of subsidiary | -- | 122,311 | 122,311 |
Share issuance on disposal | -- | ( 635,630) | ( 635,630) |
| |||
| -- | $( 514,761) | $( 547,868) |
| |||
Note 10Non-cash Transactions
Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.
During the year ended September 30, 2005, the following transactions were excluded from the statement of cash flows:
The Company issued 4,473,000 pre-consolidated common shares at $0.10 per share to settle loans payable from continuing operations totalling $213,300 and $234,000 of loans included in discontinued operations.
Note 10Non-cash Transactions - (contd)
The Company issued 6,400,000 pre-consolidated common shares at $0.10 per share ($640,000) pursuant to the former shareholders of 805332 Alberta Ltd. converting their shares to that of the Company. The amount added to share capital is net of the nominal amount previously recorded.
Note 11Comparative Figures
Certain of the comparative figures have been reclassified to conform with the presentation adopted for the current period.
Note 12Subsequent Events - Note 1
On By an agreement dated December 17, 2004, the Company has the option to acquire 100% of the outstanding shares of Anderson Gold (China) Inc. ("Anderson Gold"), a company related by way of common directors. Anderson Gold has entered into a Joint Venture Agreement with a Chinese corporation to earn an 85% interest in the Daguan Exploration Property located in Guizhou, China. In order to exercise this option, the Company must incur exploration expenditures on the property of up to $1,780,000, make cash payments to Anderson Gold of up to $230,000 and issue to the owners of Anderson Gold 10,000,000 of the Company's common shares. These shares are to be held in escrow and released in stages determined by the completion of certain milestones in exploration and development spending and making required cash payments over a four year period.
