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 August 18, 2008
Transitional Small Business Issuer Format | Yes | [ ] | No | [X] |
ASSETS | ||
Current | ||
Cash and cash equivalents | $ - | $ 40 |
Total Assets | $ - | $ 40 |
LIABILITIES | ||
Current | ||
Bank indebtedness | $ 33 | $ - |
Accounts payable and accrued liabilities | 185,194 | 210,370 |
Related party accrued liability - Note 4 | 111,375 | 90,316 |
Loans payable to related party - Note 4 | 63,850 | 31,445 |
Demand loans | 218,867 | 216,605 |
Total Liabilities | 579,319 | 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 | ( 1,009,522) | ( 972,650) |
Accumulated other comprehensive loss | ( 194,507) | ( 200,756) |
Accumulated deficit | ( 1,261,935) | ( 1,261,935) |
Total Stockholders' Deficiency | ( 579,319) | ( 532,850) |
Total Liabilities and Stockholders' Deficiency | $ - | $ 40 |
Expenses (Recoveries) | |||||
Accounting and audit fees | $ 1,749 | $ 181 | $ 6,129 | $ 3,903 | $ 113,530 |
Financing fees | -- | -- | -- | -- | 18,750 |
Foreign exchange loss | -- | -- | -- | -- | 393 |
Gain on write-off of accounts payable | -- | -- | -- | -- | ( 42,619) |
General and administrative | 639 | 37 | 2,296 | 541 | 30,082 |
Investor relations | -- | -- | -- | -- | 11,766 |
Legal fees | -- | -- | -- | -- | 53,931 |
Management fees - Note 4 | 7,327 | 7,040 | 22,291 | 20,026 | 232,228 |
( 9,715) | ( 7,258) | ( 30,716) | (24,470) | ( 418,061) | |
Other income (expenses) | |||||
Interest on long term debt | ( 2,104) | ( 1,936) | ( 6,156) | ( 5,510) | ( 65,223) |
Recovery of interest | -- | -- | -- | -- | 38,965 |
Loss from continuing operations | ( 11,819) | ( 9,194) | ( 36,872) | ( 29,980) | ( 444,319) |
Loss from discontinued operations | -- | -- | -- | -- | ( 565,203) |
Net loss for the period | ( 11,819) | ( 9,194) | ( 36,872) | ( 29,980) | ( 1,009,522) |
Other comprehensive gain (loss) | |||||
Foreign currency translation gain (loss) | (8,378) | ( 28,673) | 6,249 | (17,015) | ( 194,507) |
Comprehensive gain (loss) | $ 20,197 | $ ( 37,867) | $ ( 30,623) | $ ( 46,995) | $ ( 1,204,029) |
Basic and diluted net loss per share | $ Nil | $ Nil | $ Nil | $ Nil | |
Weighted average number of shares outstanding | 78,293,327 | 78,293,327 | 78,293,327 | 78,293,327 | |
Operating Activities | |||
Net loss for the period | $ ( 36,872) | $ ( 29,980) | $ ( 1,009,522) |
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 | (25,176) | ( 9,336) | 198,757 |
Increase in related party accrued liability | 21,059 | 23,639 | 111,375 |
Net cash provided by (used in) operating activities | (40,989) | ( 15,677) | ( 158,056) |
Financing Activities | |||
Increase (decrease) in loans payable | 32,405 | 18,393 | 63,850 |
Increase in demand loans | 2,262 | 14,297 | 52,559 |
Issue of common shares for cash | -- | -- | 166,450 |
Net cash provided by financing activities | 34,667 | $ 32,690 | 282,859 |
Increase (decrease) in cash and cash equivalents during the period | (6,322) | 17,013 | 124,803 |
Foreign exchange translation | 6,249 | ( 17,015) | ( 168,645) |
(73) | ( 2) | ( 43,842) | |
Cash and cash equivalents, beginning of period | 40 | 631 | 43,809 |
Cash and cash equivalents, end of period | $ (33) | $ 629 | $ (33) |
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 September 30, 2007 | - | - | - | ( 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 June 30, 2008 | - | - | - | ( 36,872) | - | - | ( 36,872) |
Other Comprehensive Income (Loss) for the period ended June 30, 2008 | - | - | - | - | 6,249 | - | 6,249 |
Balance, June 30, 2008 | 78,293,327 | $ 78,293 | $ 1,808,352 | $ ( 1,009,522) | $ ( 194,507) | $ ( 1,261,935) | $ ( 579,319) |
..
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 nine months ended June 30, 2008 are not necessaril y 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 June 30, 2008, the Company has a working capital deficiency of $579,319 and accumulated losses of $2,465,964 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. 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 continue as a going concern.
Note 3 Significant Accounting Policies
Financial Instruments
The carrying value of the Company's financial instruments, consisting of cash and cash equivalents, 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.
Measurement uncertainty
The Company has recorded $185,194 of trade accounts payable as at June 30, 2008. Approximately 94% of the trade payables relate to a former business operation that the Company had discontinued during the year ended September 30, 2005. The final settled amount may differ materially from the carrying value due to uncertainty relating to the continuing existence of all suppliers and to possible differences caused by future settlement negotiations. The range of measurement uncertainty is not determinable.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.
In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115". This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption of this statement is not expected to have a material effect o n the Company's financial statements.
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date i s on or after Company's fiscal year beginning November 1, 2009. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
Recent Accounting Pronouncements (continued)
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements". This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company's fiscal year beginning November 1, 2009. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133" ("FAS 161"). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. The guidance in FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently assessing the impact of FAS 161.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. This statement shall be effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "the Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". We do not expect this adoption will have a material impact on our financial statements.
During the nine month period ended June 30, 2008 and the period from October 1, 2002 (Date of Inception of Development Stage) to June 30, 2008 the Company incurred the following expenses charged by directors, companies with former common directors and with former directors of the Company:
(Date of Inception of Development Stage) to June 30, 2008 | |||
Management fees | $ 22,291 | $ 20,026 | $ 232,228 |
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 nine months ended June 30, 2008, we incurred a comprehensive loss of $30,623 compared to a comprehensive loss of $46,995 for the comparative period in 2007. 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 nine months ended June 30, 2008. No revenues were generated for the comparative period in 2007. 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 nine months ended June 30, 2008.
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative (G&A) expenses for the nine months ended June 30, 2008 and 2007, were $30,716 and $24,470 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 June 30, 2008, reflects no assets total liabilities of $579,319. 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 June 30, 2008, the Company has a working capital deficiency of $579,319, has accumulated losses of $2,465,964 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 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.
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 insufficient 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 Chief 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: August 18, 2008.
American United Gold Corporation
By: /s/ DAVID UPPAL
David Uppal, Chief Executive Officer
