Vancouver, B.C., CANADA | |
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
(1) | Yes | [X] | No | [ ] | (2) | Yes | [X] | No | [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: Common Stock, $0.001 par value, - 78,293,327shares as of February 13, 2007
Transitional Small Business Issuer Format | Yes | [ ] | No | [X] | |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
ASSETS | ||
Current | ||
Cash and cash equivalents | $ 46 | $ 40 |
$ 46 | $ 40 | |
LIABILITIES | ||
Current | ||
Accounts payable and accrued liabilities | $ 212,624 | $ 210,370 |
Related party accrued liability - Note 3 | 99,320 | 90,316 |
Loans payable to related party - Note 3 | 32,600 | 31,445 |
Demand loans | 221,160 | 216,605 |
565,704 | 548,736 | |
STOCKHOLDERS' DEFICIENCY | ||
Capital Stock | ||
Common stock: 700,000,000 authorized shares, with par value of $0.001 | ||
78,293,327 shares issued and outstanding | 78,293 | 78,293 |
Additional paid-in capital | 1,808,352 | 1,808,352 |
Deficit accumulated during the development stage | ( 983,902) | ( 972,650) |
Accumulated other comprehensive loss | ( 206,466) | ( 200,756) |
Accumulated deficit | ( 1,261,935) | ( 1,261,935) |
( 565,658) | ( 548,696) | |
$ 46 | $ 40 | |
Expenses (Recoveries) | |||
Accounting and audit fees | $ 734 | $ 1,317 | $ 108,135 |
Financing fees | -- | -- | 18,750 |
Foreign exchange loss | -- | -- | 393 |
Gain on write-off of accounts payable | -- | -- | ( 42,619) |
General and administrative | 819 | 34 | 28,605 |
Investor relations | -- | -- | 11,766 |
Legal fees | -- | -- | 53,931 |
Management fees - Note 4 | 7,658 | 6,586 | 217,595 |
( 9,211) | ( 7,937) | ( 396,556) | |
Other income (expenses) | |||
Interest on long term debt | ( 2,041) | ( 1,832) | ( 61,108) |
Recovery of interest | -- | -- | 38,965 |
Loss from continuing operations | ( 11,252) | ( 9,769) | ( 418,699) |
Loss from discontinued operations | -- | -- | ( 565,203) |
Net loss for the period | ( 11,252) | ( 9,769) | ( 983,902) |
Other comprehensive gain (loss) | |||
Foreign currency translation gain (loss) | (5,710) | 15,483 | ( 206,466) |
Comprehensive gain (loss) | $ (16,962) | $ 5,714 | $ ( 1,190,368) |
Basic and diluted loss per share | $ Nil | $ Nil |
Weighted average number of shares outstanding | 78,293,327 | 78,293,327 |
Operating Activities | |||
Net loss for the period | $ ( 11,252) | $ ( 9,769) | $ ( 983,902) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | |||
Loss on discontinued operations | -- | -- | 565,203 |
Financing fees | -- | -- | 18,750 |
Gain on write-off of accounts payable | -- | -- | ( 42,619) |
Changes in non-cash working capital balances consist of: | |||
Increase (decrease) in accounts payable and accrued liabilities | 2,254 | ( 4,535) | 226,187 |
Increase in related party accrued liability | 9,004 | 4,128 | 99,320 |
Net cash provided by (used in) operating activities | 6 | ( 10,176) | ( 117,061) |
Financing Activities | |||
Increase (decrease) in loans payable | 1,155 | 617 | 32,600 |
Increase in demand loans | 4,555 | ( 5,984) | 54,852 |
Issue of common shares for cash | -- | -- | 166,450 |
Net cash provided by financing activities | 5,710 | ( 5,367) | 253,902 |
Increase (decrease) in cash and cash equivalents during the period | 5,716 | ( 15,543) | 136,841 |
Foreign exchange translation | (5,710) | 15,483 | ( 180,567) |
6 | ( 60) | ( 43,726) | |
Cash and cash equivalents, beginning of period | 40 | 631 | 43,772 |
Cash and cash equivalents, end of period | $ 46 | $ 571 | $ 46 |
Supplemented disclosure of cash flow information: | |||
Cash paid for: | |||
Interest | $ - | $ - | $ 586 |
Income taxes | $ - | $ - | $ - |
During the | |||||||
Balance, September 30, 2006 | 78,293,327 | $ 78,293 | $ 1,808,352 | $ ( 914,550) | $ (151,290) | $ ( 1,261,935) | $ ( 441,130) |
Net Loss for the year ended | - | - | - | ( 58,100) | - | - | ( 58,100) |
Other Comprehensive Income (Loss) for the year ended September 30, 2007 | - | - | - | - | ( 49,466) | - | ( 49,466) |
Balance, September 30, 2007 | 78,293,327 | $ 78,293 | $ 1,808,352 | $ ( 972,650) | $ ( 200,756) | $ ( 1,261,935) | $ ( 548,696) |
Net Loss for the period ended December 31, 2007 | - | - | - | ( 11,252) | - | - | ( 11,252) |
Other Comprehensive Income (Loss) for the period ended December 31, 2007 | - | - | - | - | ( 5,710) | - | ( 5,710) |
Balance, December 31, 2007 | 78,293,327 | $ 78,293 | $ 1,808,352 | $ ( 983,902) | $ ( 206,466) | $ ( 1,261,935) | $ ( 565,658) |
Note 1 Interim Reporting
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended September 30, 2007 included in the Company's Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended December 31, 2007 are not neces sarily indicative of the results that may be expected for the year ending September 30, 2008.
Note 2 Operations and Going Concern
These financial statements have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As at December 31, 2007, the Company has a working capital deficiency of $565,658 and accumulated losses of $2,452,303 since inception and has yet to achieve profitable operations. The Company's ability to continue as a going concern is dependent upon obtaining the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted, with any certainty, at this time; this raises substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to co ntinue as a going concern.
Note 3 Related Party Transactions
During the three month period ended December 31, 2007 and 2006 and the period from October 1, 2002 (Date of Inception of Development Stage) to December 31, 2007 the Company incurred the following expenses charged by directors, companies with former common directors and with former directors of the Company
October 1, 2002 (Date of Inception of Development Stage) to December, 31, 2007 | |||
Management fees | $ 7,658 | $ 6,586 | $ 217,595 |
Accounts payable to a related party represent amounts owing to a significant shareholder and director of the Company.
Loans payable to related parties represent amounts owing to a significant shareholder and director of the Company. These loans are unsecured, non-interest bearing and have no specific terms for repayment.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and the feasibility of the property in which we have an interest and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties we face, please see the 2007 Form 10-KSB filed by us with the Securities and Exchange Commission. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
OVERVIEW
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 operat ion ourselves, and it would also provide future capital for the Company to continue any operations.
The search for valuable natural resources as a business is extremely risky. 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 definitive arrangements to acquire an interest in a mineral property at this time and there 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. With the expertise provided by our Board of Directors and consulting geology professionals we feel that we have the expertise required to decide if we should invest in a particular project. This decision will be based on information that will be provided by the vendor or the project and by information collected by consultants engaged by us for that purpose and through independent due diligence
We will require additional capital to fund our operations. We cannot be certain that any additional financing will be available to us.
As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants to raise any capital. In the event we need to raise capital, most likely the only method available to us would be through the private sale of our securities. Because of our nature as an exploration state company, it is unlikely we could make a public sale of securities or be able to borrow any significant sum, from either a commercial or private lender. There can be no assurance that we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to us.
RESULTS OF OPERATIONS
During the three months ended December 31, 2007, we incurred a comprehensive loss of $16,962 compared to a comprehensive gain of $5,714 for the comparative period in 2006. With limited activities and limited plans involving an increase in activities, merger, or acquisition, it is not anticipated that expenses will increase in the future. In the event of such activities it can be expected that expenses may increase.
REVENUES
We had no revenues for the three months ended December 31, 2007. No revenues were generated for the comparative period in 2006. We do not anticipate earning revenues until such time as we have entered into operations that may provide. We are presently seeking to engage in the exploration of a property prospective for economic quantities of minerals. Mineral exploration is a risky commercial undertaking and we can provide no assurance that we will enter into an agreement to explore for minerals and should we succeed there can be no assurances that such activities would lead to the discovery of commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.
COST OF REVENUE
There was no cost of revenue for the three months ended December 31, 2007.
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative (G&A) expenses for the three months ended December 31, 2007 and 2006, were $9,211 and $7,937 respectively. The company anticipates that G&A expenses will increase in the future if the company enters into an agreement to acquire an interest in a mineral property.
LIQUIDITY AND CAPITAL RESOURCES
Our balance sheet as of December 31, 2007, reflects assets of $46 consisting of cash and total liabilities of $565,704. The company does not anticipate entering into additional loan agreements and is currently negotiating with creditors to reduce the overall amount of indebtedness. The outcome of those negotiations is uncertain.
Cash and cash equivalents from inception to date have been insufficient to provide the operating capital necessary to operate.
The Company will require additional financing in order to proceed with the exploration of its mineral properties. The Company plans to complete private placement sales of its common stock in order to raise the funds necessary to pursue its plan of operations and to fund its working capital deficit. The Company currently does not have any arrangements in place for the completion of any private placement financings and there is no assurance that the Company will be successful in completing any private placement financings.
GOING CONCERN CONSIDERATION
In a development stage company, management devotes most of its activities to establishing a new business. Planned principal activities have not yet produced significant revenues and the Company has suffered recurring operating losses as is normal in development stage companies. As at December 31, 2007, the Company has a working capital deficiency of $565,658, has accumulated losses of $2,452,303 since inception and has yet to achieve profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to emerge from the development stage with respect to its planned principal business activity is dependent upon its successful efforts to raise additional equity financing, receive funding from related parties and controlling shareholders, and develop a market for its products. We do not have any arrangements in place for any future equity financing.
Our plans to deal with this uncertainty include raising additional capital or entering into a strategic arrangement with a third party. There can be no assurance that our plans can be realized. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities if we were unable to continue as a going concern.
Accordingly, our independent auditors included an explanatory paragraph in their report on the September 30, 2007 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
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 judgements 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 judgements, particularly those related to the determination of the estimated deferred tax assets. The Company believes the following critical accounting policies require its more significant judgement and estimates used in the preparation of the consolidated financial statements.
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.
ITEM 3 CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Ch ief Financial Officer.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
A civil action was 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 $175,000 in Canadian currency as repayment of a working capital loan to MPAC Corp. and 805332 Alberta Ltd. Our former director, Adam Smith is also named in the action. We are seeking to negotiate a settlement of the claim.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE.
ITEM 5. OTHER INFORMATION.
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits and Index of Exhibits
Exhibit Number | Description of Exhibit |
31.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2) |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2) |
(b) Reports on Form 8-K.
NONE
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.
Date: February 14, 2008.
American United Gold Corporation
By: /s/ DAVID UPPAL
David Uppal, Chief Executive Officer
