UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 31 2007
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission File No.
CANAM URANIUM CORP.
(Exact name of registrant as specified in its charter)
Nevada | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1255 West Pender Street
Vancouver, British Columbia
Canada V6E 2M4
(Address of principal executive offices, zip code)
(604) 288-7703
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (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 o
As of March 15, 2007 there were 84,190,000 shares of the Registrant’s common stock, $0.001 par value per share, outstanding.
Transitional Small Business Disclosure Format (check one):
o Yes x No
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes o No x
CANAM URANIUM CORP.
QUARTERLY REPORT ON FORM 10-QSB
FOR THE PERIOD ENDED JANUARY 31, 2007
INDEX
Index | | | Page |
| | | |
Part I. | Financial Information | |
| Item 1. | Financial Statements | 2 |
| | | |
| | Interim Balance Sheet as of January 31, 2007 (unaudited) | F-1 |
| | | |
| | Interim Statements of Operations - for the three months ended January 31, 2007 and 2006 (unaudited) | F-2 |
| | | |
| | Interim Statement of Stockholder's Equity | F-3 |
| | | |
| | Interim Statements of Cash Flows for the three months ended January 31, 2007 and 2006 (unaudited) | F-4 |
| | | |
| | Notes to Unaudited Interim Financial Statements | F-5 |
| | | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| | | |
| Item 3. | Controls and Procedures | 5 |
| | | |
Part II. | Other Information | |
| Item 1. | Legal Proceedings | 6 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 6 |
| Item 3. | Defaults Upon Senior Securities | 6 |
| Item 4. | Submission of Matters to a Vote of Security Holders | 6 |
| Item 5. | Other Information | 6 |
| Item 6. | Exhibits | 6 |
| | | 6 |
Signatures | | | 7 |
| | | |
Certifications | | | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-QSB of Canam Uranium Corp. (the “Company” or “Canam”) contains “forward-looking statements.” In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements include, among other things, the Company’s ability to (i) develop and sell minerals, (ii) raise sufficient funds to maintain its permits and licenses to explore for minerals and otherwise continue its operations, (iii) the market price for certain minerals for which the Company may explore and develop, (iv) general economic, market or business conditions, and (v) other factors discussed in Canam's filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-QSB, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the Securities and Exchange Commission or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
ITEM 1. FINANCIAL STATEMENTS.
CANAM URANIUM CORP.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
January 31, 2007
(unaudited)
BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY
INTERIM STATEMENTS OF CASH FLOWS
NOTES TO INTERIM FINANCIAL STATEMENTS
CANAM URANIUM CORP.
(An Exploration Stage Company)
BALANCE SHEETS
| | January 31, 2007 | | October 31, 2006 | |
| | | | | |
| | | | | |
CURRENT ASSETS | | | | | |
Cash | | $ | - | | $ | 306,921 | |
Prepaid Expenses | | | | | | 2,500 | |
TOTAL CURRENT ASSETS | | | - | | | 309,421 | |
FIXED ASSETS (net of depreciation) | | | 780 | | | 840 | |
| | | | | | | |
TOTAL ASSETS | | $ | 780 | | $ | 310,261 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | | | | | | | |
| | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
| | | | | | | |
Overdraft | | $ | 20,248 | | $ | - | |
Note Payable (Note 7) | | | 52,084 | | | 50,000 | |
Accounts payable and accrued liabilities | | | 29,390 | | | 10,000 | |
Due to related party ( Note 5) | | | 5,720 | | | 5,720 | |
| | | | | | | |
| | | 107,442 | | | 65,720 | |
| | | | | | | |
GOING CONCERN (Note 1) | | | | | | | |
| | | | | | | |
STOCKHOLDERS’ DEFICIENCY (Note 4) | | | | | | | |
Preferred Stock 25,000,000 authorized with no par value Common stock, 200,000,000 shares authorized with $0.001 par value Issued and outstanding | | | | | | | |
84,190,000 common shares (October 31, 2006 - 80,990,000) | | | 13,324 | | | 10,124 | |
Additional paid-in-capital | | | 777,423 | | | 475,276 | |
Share Subscriptions | | | 48,750 | | | 152,347 | |
Deficit accumulated during exploration stage | | | (946,159 | ) | | (393,206 | ) |
| | | | | | | |
| | | (106,662 | ) | | (244,541 | ) |
| | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | | $ | 780 | | $ | 310,261 | |
___________________________ Director
___________________________ Director
The accompanying notes are an integral part of these Interim financial statements.
CANAM URANIUM CORP
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(unaudited)
| | For the three month period ended January 31, 2007 | | For the three month period ended January 31, 2006 | | June 7, 2004 (inception) to January 31, 2007 | |
| | | | | | | |
| | | | | | | |
GENERAL AND ADMINISTRATIVE EXPENSES | | | | | | | |
| | | | | | | |
Mining property costs | | $ | 452,716 | | $ | - | | $ | 497,664 | |
Office and general | | | 31,070 | | | 180 | | | 52,254 | |
Professional fees | | | 68,594 | | | 3,000 | | | 197,353 | |
Regulatory and filing fees | | | 573 | | | 370 | | | 7,786 | |
Director's fees | | | - | | | - | | | 191,100 | |
| | | | | | | | | | |
| | | 552,953 | | | 3,550 | | | 946,158 | |
NET LOSS FOR THE PERIOD | | $ | (552,953 | ) | $ | 3,550 | | $ | (946,158 | ) |
BASIC AND DILUTED LOSS PER COMMON SHARE | | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | 83,668,260 | | | 72,320,000 | | | | |
The accompanying notes are an integral part of these Interim financial statements.
CANAM URANIUM CORP.
(An Exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO January 31, 2007
(unaudited)
| | Common Stock | | Additional | | Deficit Accumulated During | | | | | |
| | Number of Shares | | Amount | | Paid in Capital | | Exploration Stage | | Share Subscriptions | | Stockholders’ Equity | |
Balance, June 7, 2004 | | | - | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Common stock issued for cash at $0.000125 per share, to the sole director and president September, 2004 | | | 56,000,000 | | | 56,000 | | | (49,000 | ) | | - | | | - | | | 7,000 | |
| | | | | | | | | | | | | | | | | | | |
Common stock issued for cash at $0.0009375 per share on September 23, 2004 | | | 14,080,000 | | | 14,080 | | | (880 | ) | | - | | | - | | | 13,200 | |
| | | | | | | | | | | | | | | | | | | |
Common stock issued for cash at $0.0009375 per share on October 15, 2004 | | | 2,240,000 | | | 2,240 | | | (140 | ) | | - | | | - | | | 2,100 | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the period June 7, 2004 (inception) to October 31, 2004 | | | - | | | - | | | - | | | (6,194 | ) | | - | | | (6,194 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2004 | | | 72,320,000 | | | 72,320 | | | (50,020 | ) | | (6,194 | ) | | - | | | 16,106 | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the year ended October 31, 2005 | | | - | | | - | | | - | | | (17,020 | ) | | - | | | (17,020 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2005 | | | 72,320,000 | | | 72,320 | | | (50,020 | ) | | (23,214 | ) | | - | | | (914 | ) |
| | | | | | | | | | | | | | | | | | | |
Common stock issued for cash at $0.00625 per share, May 1, 2006 | | | 5,360,000 | | | 670 | | | 32,830 | | | - | | | - | | | 33,500 | |
| | | | | | | | | | | | | | | | | | | |
Common stock issued for cash at $0.25 per share and $0.10 per share, October 13, 2006 net of stock offering costs | | | 1,050,000 | | | 131 | | | 175,369 | | | - | | | - | | | 175,500 | |
| | | | | | | | | | | | | | | | | | | |
Common stock issued for services, October 13, 2006 | | | 1,560,000 | | | 1,560 | | | 189,540 | | | - | | | - | | | 191,100 | |
Subscriptions received in advance | | | - | | | - | | | - | | | - | | | 152,347 | | | 152,347 | |
Net loss for the year ended October 31, 2006 | | | - | | | - | | | - | | | (369,992 | ) | | - | | | (369,992 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, October 31, 2006 | | | 80,990,000 | | | 80,990 | | | 404,410 | | | (393,206 | ) | | 152,347 | | | 244,541 | |
The accompanying notes are an integral part of these Interim financial statements.
CANAM URANIUM CORP.
(An Exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY(CONTINUED)
FOR THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO January 31, 2007
(unaudited)
| | Common Stock | | Additional | | Deficit Accumulated During | | | | | |
| | Number of Shares | | Amount | | Paid in Capital | | Exploration Stage | | Share Subscriptions | | Stockholders’ Equity | |
| | | | | | | | | | | | | |
Common stock issued for cash at $0.10 per share on November 15 2006 | | | 1,725,000 | | | 1,725 | | | 156,122 | | | - | | | (152,347 | ) | | 5,500 | |
| | | | | | | | | | | | | | | | | | | |
Common stock issued for properties November 2006 (Valued at $0.10 per share) | | | 1,475,000 | | | 1,475 | | | 146,025 | | | - | | | - | | | 147,500 | |
| | | | | | | | | | | | | | | | | | | |
Subscriptions received in advance | | | | | | | | | | | | | | | 48,750 | | | 48,750 | |
| | | | | | | | | | | | | | | | | | | |
Net loss for the period ending January 31 2007 | | | - | | | | | | - | | | (552,953 | ) | | - | | | (552,953 | ) |
| | | | | | | | | | | | | | | | | | | |
Balance, January 31, 2007 | | | 84,190,000 | | | 13,324 | | | 777,423 | | | (946,159 | ) | | 48,750 | | | (106,662 | ) |
The accompanying notes are an integral part of these Interim financial statements.
CANAM URANIUM CORP.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(unaudited)
| | For the three month period ended January 31, 2007 | | For the three month period ended January 31, 2006 | | June 7, 2004 (inception) to January 31, 2007 | |
| | | | | | | |
CASH FLOWS USED IN OPERATING ACTIVITIES | | | | | | | |
Net loss for the period | | $ | (552,953 | ) | | (3,550 | ) | | (946,159 | ) |
Adjustment to reconcile net loss | | | | | | | | | | |
to net cash from operating activities: | | | | | | | | | | |
- depreciation | | | 60 | | | 60 | | | 420 | |
- director's fees | | | - | | | - | | | 191,100 | |
- stock issued for mining claims | | | 147,500 | | | - | | | 147,500 | |
- interest expense | | | 2,084 | | | - | | | 2,084 | |
- prepaid expenses | | | 2,500 | | | - | | | | |
- accounts payable and accrued liabilities | | | 19,390 | | | (2,000 | ) | | 29,390 | |
| | | | | | | | | | |
NET CASH USED IN OPERATING ACTIVITIES | | | (381,419 | ) | | (1,490 | ) | | (575,665 | ) |
| | | | | | | | | | |
CASH FLOWS USED IN INVESTING ACTIVITY | | | | | | | | | | |
Acquisition of fixed assets | | | - | | | - | | | (1,200 | ) |
| | | | | | | | | | |
NET CASH FLOWS USED IN INVESTING ACTIVITY | | | | | | | | | (1,200 | ) |
| | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | |
Proceeds on sale of common stock | | | 54,250 | | | - | | | 500,897 | |
Note Payable | | | - | | | - | | | 50,000 | |
Related party advances | | | - | | | - | | | 5,720 | |
| | | | | | | | | | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 54,250 | | | | | | 556,617 | |
| | | | | | | | | | |
(DECREASE) INCREASE IN CASH | | | (327,169 | ) | | (1,490 | ) | | (20,248 | ) |
| | | | | | | | | | |
CASH, BEGINNING OF PERIOD | | | 306,921 | | | 3,506 | | | - | |
| | | | | | | | | | |
CASH, END OF PERIOD | | $ | (20,248 | ) | $ | 2,016 | | $ | (20,248 | ) |
| | | | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | | |
Cash paid for interest | | $ | - | | $ | - | | $ - |
Cash paid for income taxes | | $ | - | | $ | - | | $ - |
The accompanying notes are an integral part of these Interim financial statements.
CANAM URANIUM CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Canam Uranium Corp. (the “Company”) is an exploration stage company that was organized to engage in the business of natural resource exploration in the United States and Canada..
Going concern
The Company commenced operations on June 7, 2004 and has not realized any revenues since inception. The Company has a deficit accumulated to the period ended January 31 2007 in the amount of $946,158. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is funding its initial operations by way of Private Placements. As of January 31, 2007 the Company had issued 84,190,000 shares of common stock in the capital of the Company and had received proceeds of $452,147.
Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated 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 October 31, 2006 included in the Company’s Form 10KSB filed with the Securities and Exchange Commission. The interim unaudited consolidated financial statements should be read in conjunction with those financial statements included in the Form 10KSB. 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 January 31, 2007 are not necessarily indicative of the results that may be expected for the year ending October 31, 2007.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on June 7, 2004 in the State of Nevada. The Company’s fiscal year end is October 31.
Basis of presentation
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.
Exploration stage company
The Company is considered to be in the exploration stage.
Natural resource properties
Natural resource properties consist of exploration and mining concessions, options and contracts. Acquisitions, leasehold costs and exploration costs are expensed as incurred until an independent feasibility study has determined that the property is capable of economic commercial production.
CANAM URANIUM CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Loss per Common Share
Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflects the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at January 31, 2007 the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.
Stock-based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation", as issued by the Financial Accounting Standards Board (“FASB”), as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - transition and disclosure", encourages the use of the fair value based method of accounting for stock-based employee compensation. SFAS No. 123 allows entities to continue to apply the intrinsic value method prescribed by Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations and provide pro forma disclosures of net income (loss) and earnings (loss) per share. Under APB 25, compensation cost is measured based on the excess, if any, of the quoted market price or fair value of a company's stock at the grant date (or a later date where the option has variable terms that depend on events after the date of grant) over the amount an employee must pay to acquire the stock. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period. SFAS 123 allows but does not require that compensation cost resulting from the granting of stock options be measured and reported currently in the income statement and allocated over the remaining life of the option.
CANAM URANIUM CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company has elected to follow APB 25 and provide the pro forma disclosures required under SFAS 123 with respect to stock options granted to employees. The Company will provide pro-forma information and expense information, respectively, as required by SFAS No. 123 showing the results of applying the fair value method using the Black-Scholes option pricing model.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.
The Company has also adopted the provisions of the FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of APB Opinion No. 25 (“FIN 44”), which provides guidance as to certain applications of APB 25. FIN 44 is generally effective July 1, 2000 with the exception of certain events occurring after December 15, 1998.
To January 31, 2007 the Company has not granted any stock options and has not recorded any stock-based compensation.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based Payment ("SFAS 123(R)"), which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based on the grant-date fair value of the award. SFAS 123(R) is effective for all interim periods beginning after December 15, 2005. Management is currently evaluating the impact of this standard on the Company’s financial condition and results of operations. In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions (“SFAS 153”) SFAS 153 requires that exchanges of non-monetary assets are to be measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance. SFAS 153 will be effective for fiscal periods beginning after June 15, 2005. Management does not believe that the adoption of this standard will have a material impact on the Company’s financial condition or results of operations.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS 155 establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. The statement is effective for fiscal years beginning after November 15, 2007 and interim periods with those fiscal years.
The adoption of these new pronouncements is not expected to have a material effect on the Company’s financial position or results of operations.
CANAM URANIUM CORP
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION DEVELOPMENT
The Company acquired through its previous President, an option to purchase a 100% undivided interest in two mining claims in the Lillooet Mining Division of British Columbia, Canada. The claims are named TIM and PUN and comprise of 36 claims.
Under the claim agreement (amended September 8, 2005 and March 31, 2006), annual payments of $25,000 commencing January 1, 2008 were required as long as an interest is held in the claims, and minimum exploration expenditures of $15,000 and $40,000 were required on or before October 31, 2006 and 2007.
The Board of Directors of the Company, after lengthy analysis prior to and during a board meeting of October 2, 2006 elected to refocus the Company's exploration activity into the area of uranium exploration, as they felt that there was better prospect for shareholder returns. Consequently, they chose not to renew these claims and allowed them to lapse.
On October 20, 2006, the Company entered into an agreement with El Nino Ventures Inc. to acquire a 60% option on the Bancroft properties in the Province of Ontario, Canada totaling 3,800 hectares over numerous individual claims. The option required the payment of CDN$40,000 on closing and subsequent payments of CDN$60,000 on November 15 2006, annual payments of CDN$20,000 as well as the payment of CDN$1,000,000 over a two year period on exploration activities. In addition, the Company has issued El Nino Ventures Inc. 275,000 post split shares of its stock, restricted under Rule 144 of the Securities Act of 1933. In order to earn an 80% option, the Company is required to issue a further 300,000 restricted post split shares and complete a further CDN$1,500,000 in exploration expenditures in the third and fourth year after the execution of the agreement. The properties are also subject to NSR payments of 3% in the event of mineral production, and the Company may purchase 1% of the NSR for CDN$250,000, or total purchase of the NSR for CDN$750,000.
On November 16, 2006, the company entered into an Agreement with Geomode Mineral Exploration Ltd. to acquire a 100% undivided interest in two mineral claims owned by Geomode known as the BALD and OYAMA claims in the Province of British Columbia, Canada, totalling 1,037 hectares. They are collectively known as the OK Lake claims. In order to earn its 100% interest, the Company is required to pay $25,000 on signing of the Agreement, issue 500,000 of its common shares (restricted) to the owner of the claims, and carry out exploration expenditures of $50,000, or issue 250,000 restricted shares on or before November 30, 2007, and exploration expenditures of $200,000 or 500,000 common shares (restricted) on or before November 30, 2008. The properties are subject to a 1% NSR which may be purchased by the Company for $1,000,000.
On November 29, 2006, the Company entered into an Agreement with Northwind Resources Ltd. to acquire a 100% interest in 11 mineral property titles, collectively known as the Wheeler-Beckett Claims in the Athabasca basin region of the Province of Saskatchewan, Canada, totalling 51,100 hectares in size. In order to earn its 100% interest, the Company is required to make cash payments of CDN$150,000 on Agreement execution date, CDN$100,000 on the anniversary of the Agreement execution date. In addition, the Company is required to issue 500,000 of its common shares (restricted) on execution date, and an additional 500,000 restricted shares on the anniversary date of the Agreement's execution. The property is subject to a 2.5 % NSR of which 2.0% may be purchased by the Company for CDN$1,000,000.
CANAM URANIUM CORP
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - STOCKHOLDERS’ EQUITY
The Company’s capitalization is 200,000,000 common shares with a par value of $0.001 per share, and 25,000,000 preferred shares with no par value.
As at January 31, 2007 the Company has not granted any stock options and has not recorded any stock-based compensation.
On July 10, 2004 the Company issued 7,000,000 common shares at $0.001 per share to the sole director and President of the Company for net cash proceeds of $7,000 to the Company.
On September 23, 2004 the Company issued 1,760,000 common shares to several investors at $0.0075 per share for net cash proceeds of $13,200 to the Company.
On October 15, 2004 the Company issued 280,000 shares to one investor at $0.0075 per share for net cash proceeds of $2,100 to the Company.
On May 1, 2006 and May 15, 2006 the Company issued 460,000 and 210,000 units at $0.05 per share purchase unit for net proceeds to the Company of $23,000 and $10,500. The 670,000 units are comprised of 670,000 common shares in capital of the Company.
On September 5 and September 7, 2006 the Company issued 700,000 common shares to several investors at $0.10 per share for net cash proceeds of $63,000 to the Company.
On October 13, 2006 the Company issued to two investors 600,000 shares at $0.25 per share, for net cash proceeds to the company of $135,000.
On October 13, 2006 the Company issued to two investors 450,000 shares at $0.10 per share, for net cash proceeds to the company of $40,500.
On October 13, 2006 the Company issued 260,000 shares to each of the 4 directors as compensation for their duties as directors. In addition, 260,000 shares were authorized for each of the CEO and CFO to reflect their additional responsibilities. The shares were valued at $0.1225 per share, the weighted average price of shares issued during the period.
On October 3 2006, the Board of Directors and majority shareholders agreed to a forward split of the Company's shares on an 8 for 1 basis, such that each shareholder would receive 8 new shares for each share currently held. This would become effective under Nevada law 10 days after the filing of the Certificate of Change under S78.209 of Nevada General Corporate Law. The board also agreed to increase the number of authorized common shares from 75,000,000 to 200,000,000 and to increase the number of preferred shares authorized from zero to 25,000,000. Further, and effective on the same date, the Board and the Company's majority shareholders agreed that the name of the Company would be changed from “Boulder Creek Explorations, Inc.” to Canam Uranium Corp. All filings were made and approved by the Nevada Secretary of State subsequent to the October 31, 2006 year end.
CANAM URANIUM CORP
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - STOCKHOLDERS’ EQUITY (continued)
The company has received subscriptions for the purchase of 1,475,000 post split shares of its common stock from several investors at a price of $0.10 per share for net cash proceeds to the Company of $147,500.
All references in these financial statements to number of shares, price per share and weighted average number of common shares outstanding prior to the forward split have been adjusted to record the effect of the forward split on a retroactive basis.
NOTE 5 - RELATED PARTY TRANSACTIONS
These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
The Company owes a director and President of the Company $5,720. There are no definite repayment terms, no security or accruing interest. Fair value cannot be determined.
The Company owes the previous sole director and President of the Company $3,000. There are no definite repayment terms, no security or accruing interest. Fair value cannot be determined.
As of September 1, 2006, the Company has been subletting premises from a company controlled by its President and CEO. Total payments until January 31 2007 were $14,306.
NOTE 6 - INCOME TAXES
The Company has adopted the FASB No. 109 for reporting purposes. As of October 31, 2006, the Company had net operating loss carry forwards of approximately $54,705 that may be available to reduce future years’ taxable income and will expire in 2024. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax asset relating to these tax loss carryforwards.
NOTE 7 - NOTE PAYABLE
The Company issued a Note to a third party investor in the amount of $50,000 on September 6 2006 for a one year term, bearing interest at 10% per annum. The note is convertible into 200,000 post split shares of the Company at the Company's option when certain market conditions exist. The balance includes accrued interest of $2,084 at January 31,2007.
NOTE 8 - SUBSEQUENT EVENTS
In November 2006, the Company issued a total of 1,475.000 shares as part payment for the El Nino property (275,000 restricted shares), the OK lake properties (500,000 restricted shares.) and the Wheeler -Beckett claims (700,000 restricted shares in total, including fees), for a total of 1,475,000 shares.
Also in November, the Company issued 1,725,000 shares to various investors who had subscribed for shares at prices of $0.10 and $0.25 per share. Proceeds net of finder's fees were $157,847.
Between February 2, 2007 and March 14, 2007, the Company received subscriptions for 985,000 shares at prices ranging from $0.10 to $0.25 per share, for total proceeds of $231,250. On March !, 2007, the first tranche of $125,000 from the option exercise was also received (see next paragraph)..
Also, on February 2, 2007, the Company signed an option agreement with a third party to acquire 600,000 shares at $1 per share on or before April 1, 2007, and a further 666,667 shares at $1.50 per share on or before January 1 2008, for total proceeds to the Company of $1,600,000 if both options are exercised. On March 5, 2007 the Company was notified by the optionee that it was bringing forward the exercise date of the first option to March 23, 2007 and the second to May 25, 2007. The optionee was the issuer of the Note arranged in September of 2006, and agreed to pay for the option by waiving the interest on the note.
In addition, on February 3, 2007, the Company borrowed $300,000 from third parties which was placed in escrow pending additional property acquisitions. The terms required interest totaling $30,000 plus the issuance of 30,000 restricted shares of the Company, both payable at maturity. The maturity dates are March 15, 2007 and April 2, 2007. The Note due March 15, 2007 was repaid on that date.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
MANAGEMENT’S DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Form 10-QSB. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
References in this Quarterly Report of Form 10-QSB to “CanAm”, “the Company”, “we”, “us,” and “our” refer to CanAm Uranium Corp., a Nevada corporation. The Company split its shares on an 8 for 1 basis effective November 16 2006. All references to shares in this document refers to post split numbers.
We were incorporated in the State of Nevada on June 7, 2004. We are engaged in the acquisition and exploration of mining properties. On August 11, 2006, Puneet Sharan resigned as President, and as the reigning sole director, appointed Ryan Gibson as President and a Director, and David Hayes, as Chief Financial Officer and as a Director. Subsequently, Mr. Sharan resigned as a Director. On October 5, 2006, Mr. Gibson acquired, directly and indirectly, an aggregate of approximately 56,000,000 shares of common stock from Mr. Sharan, which at the time represented approximately 70% of the issued and outstanding shares of common stock of CanAm and approximately 70% of the voting power of all issued and outstanding securities of CanAm. Mr. Gibson still retains voting control of the majority of the voting securities of CanAm.
We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities to fund operations.
On October 22, 2006, CanAm elected to not pay annual fees due on October 31, 2006, to the Province of British Columbia, Canada, in connection with maintaining rights to two mining claims, entitled the “Pun” claim and the “Tim” claim, respectively, in British Columbia, Canada, on the basis that the real property underlying each claim does not likely contain sufficient quantities of zinc, copper, silver, gold or other mineralized material to merit further exploration. The effect of such election will be that CanAm will not have the right to explore for and develop mineralized material underlying the Pun and Tim claims.
On October 23, 2006, CanAm entered into a Property Option Agreement with El Nino Ventures Inc. (“El Nino”) pursuant to which CanAm acquired an option to purchase certain mining claims, entitled “The Bancroft Uranium Projects” (Bancroft) claims. The Company entered into an option agreement with El Nino Ventures Inc (TSX-V-ELN) to acquire up to an 80% interest in eight uranium properties located in the Bancroft area of southeastern Ontario. The properties comprise of 37 mineral claims covering approximately 9,765 acres (3,952 hectares), and are located 10 - 40 km to the east of the town of Bancroft, Ontario, Canada. In order to earn a 60% interest in the properties, CanAm must make an initial payment of $33,898 (CDN$40,000) made on the execution date, and $21,186 (CDN$25,000) paid November 15th 2006 with the issuance of 275,000 post split common shares (restricted) and complete $847,458 (CDN$1,000,000) in exploration work over two years. A total of $114,407 (CDN$135,000) has been paid as of January 16, 2007 towards exploration. The Company is also committed to making annual payments of $16,949 (CDN$20,000). To earn an additional 20% interest in the properties, CanAm must issue 300,000 shares of common stock and complete a further $1,272,186 (CDN$1,500,000) in exploration work over two years. The properties are subject to a 3% Net Smelter Royalty (NSR) from future production, and the NSR may be purchased by the Company in increments of 1% for $211,864 (CDN$250,000).
On November 16, 2006, the company entered into an Agreement with Geomode Mineral Exploration Ltd. to acquire a 100% undivided interest in two mineral claims owned by Geomode known as the BALD and OYAMA claims in the Province of British Columbia, Canada, totaling 1,037 hectares. They are collectively known as the OK Lake claims. In order to earn its 100% interest, the Company was required to pay $25,000 on signing of the Agreement (which it paid), issue 500,000 of its shares of common stock to the owner of the claims, and carry out exploration expenditures of $50,000 on or before November 30, 2007 and $50,000 on or before November 30 2008.
On November 29, 2006, CanAm entered into a Property Option Agreement with Northwind Resources Inc. (“Northwind”), pursuant to which CanAm acquired an option to purchase certain mining claims, entitled the “Wheeler-Beckett” claims. The Wheeler-Beckett claims are leases to mine mineralized material, granted by the Province of Saskatchewan, Canada, and provide the holder of the leases the exclusive right to explore for and develop mineralized material in 11 contiguous claims, totaling 51,100 hectares of real property, located on the eastern edge of the Athabasca Basin, Province of Saskatchewan, Canada.
To exercise its option to acquire the leases for the Wheeler-Beckett claims, CanAm must pay $211,864 (CDN $250,000) and issue 1,000,000 restricted shares of common stock to Northwind. The payment schedule under the Property Option Agreement provides for an initial payment of $127,119 (CDN $150,000), and 500,000 restricted shares of CanAm’s common stock, which payment was made to Northwind on November 29, 2006. To complete the exercise of its option, CanAm must pay to Northwind $84,746 (CDN $100,000) and 500,000 restricted shares of common stock not later than the first year anniversary date of the date of the Property Option Agreement. Additionally, the Property Option Agreement provides, among other things, that CanAm pay a royalty equal to two and one-half percent (2.5%) of net returns from future production, four-fifths (4/5) of such 2.5% of which CanAm may purchase for $847,460 (CDN $1,000,000). Within the first year, starting September 26, 2006,the date on which the claim was originally posted, there are no obligations for exploration fees associated with regulations of the Saskatchewan Provincial Government for Mining Claims up to September 26,2007, however, CanAm Uranium Corp must pay or incur exploration costs of up to $10.17 per hectare ($12 CDN) or $519,661 ($613,200 CDN) when multiplied by the claim size of 51,100 hectares after September 26, 2007 per year to maintain the claims. At the claim anniversary date of 10 years, this cost increases to $21.19 ($25CDN) per hectare. Filing of the exploration fees are required annually by the Saskatchewan Government and therefore, the claims require the Company to submit and pay for nominal expenses associated with preparing the documentation for the Saskatchewan Government.
In connection with the Property Option Agreement, CanAm has issued 200,000 shares of common stock to a consultant of Northwind Resources, Spikat Management Ltd. (“Spikat”). Spikat is not an affiliate of CanAm or any of CanAm’s directors or officers. CanAm sold the securities to Spikat pursuant to Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of 1933, as amended, on the basis that the securities were sold outside of the US, to a non-US person, and with no directed selling efforts in the US.
CanAm will focus its primary business activity on raising sufficient funds to exercise its option to acquire the Wheeler-Beckett claims and acquiring of rights to explore for and develop uranium and other mineralized material in other geographical locations and explore the Halo Property which is one of the 8 “Bancroft Claims”. There is no assurance that CanAm will be able to raise sufficient funds in order to exercise its option to acquire the Wheeler-Beckett claims, Bancroft Claims, or to further expand its business.
Canadian jurisdictions, generally speaking, allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by depositing posts or other visible markers to indicate a claimed area. The process of posting the area is known as staking. CanAm must pay annual fees to the Crown to maintain its exploration and development under its licenses. There is no assurance that CanAm will have sufficient funds to pay such fees to maintain it mining rights under the licenses.
To date we have not performed any work on the properties. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. There are no native land claims that affect title to the properties. The claims are unencumbered and there are no competitive conditions which affect them. Further, we have no insurance covering the claims. We believe that no insurance is necessary since the claims are unimproved and contain no buildings or improvements. Going forward, we will try to interest other companies in the properties if mineralization is found, as we may not have the resources to develop them ourselves.
Proceeds Raised through Sale of Shares
The Company has authorized 200,000,000 common shares with a par value of $0.001 per share. On July 10, 2004 the Company issued 56,000,000 common shares at $0.000125 per share to the sole director and President of the Company for net cash proceeds of $7,000 to the Company. On September 23, 2004 the Company issued 1,760,000 common shares to several investors at $0.0009375 per share for net cash proceeds of $13,200 to the Company. On October 15, 2004 the Company issued 2,240,000 shares to one investor at $0.0009375 per share for net cash proceeds of $2,100 to the Company. In March and April of 2006, the Company received subscriptions for 3,680,000 shares at $0.00625 per share from twenty-eight individuals for net proceeds to the Company of $23,000. The shares were issued on May 1 2006. On May 15, 2006 the Company issued 1,680,000 common shares of the Company’s stock to two investors at $0.00625 per share, for net cash proceeds to the Company of $10,500. On August 24 2006, subscriptions were received from two investor for 700,000 shares at $.10 per share for gross proceeds of $70,000.Additional subscriptions have been received for 2,775,000 shares at prices ranging from $0.10 to $0.25 per share over the last quarter.
The Company's common stock is quoted on the OTC Bulletin Board under the symbol CAUI.
Cash Requirements and Need for Additional Funds
As of January 31, 2007, the current cash on hand was $0. Although management believes the Company will be able to raise sufficient funds to maintain its minimal operations and maintain its status as a reporting company for at least the next four months, the Company will be required to raise funds of approximately $1,000,000 within the next four months in order to satisfy the terms of the above described Option Agreements. (See Note 8 to Financial Statements above). If the Company is unable to raise the necessary funds through an offering of its shares it would have to find additional funds either through loans from a financial institution or by its officers. Management cannot provide any assurance that a financial institution would lend money to the Company based upon the fact it has no revenue generating operations. Moreover, there is no agreement or otherwise in place for the officers of the Company to lend funds to the Company at any time.
If the Company is unsuccessful in beginning operations and generating revenue or in the alternative is unsuccessful in obtaining additional funding, it will most likely be unable to continue as a going concern, which would result in the complete loss of any investment made into the Company.
Product Research and Development
The Company does not anticipate any costs or expenses to be incurred for product research and development within the next twelve months.
There were none and there is no anticipated purchase or sale of plant or significant equipment in the next twelve months.
The Company currently has no employees, but is being operated primarily by the current President, Ryan Gibson and the current CFO, David Hayes, who are being compensated as independent contractors. Depending on the ability of the Company to raise sufficient funds, it may hire employees and/or consultants as circumstances may require over the next twelve months.
ITEM 3. CONTROLS AND PROCEDURES.
As of the period covered by this report, Canam carried out an evaluation, under the supervision and with the participation of its management, including David Hayes, Canam's Chief Financial Officer, of the design and operation of its disclosure controls and procedures. Based on this evaluation, Canam's Chief Financial Officer concluded that Canam's disclosure controls and procedures are effective for the gathering, analyzing and disclosing of information that Canam is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms. There have been no significant changes in Canam 's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of this evaluation.
PART II. OTHER INFORMATION
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subjected to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
None.
ITEM 5. OTHER INFORMATION.
None.
(a) Form 8-K Filings
On December 18, 2006, Canam Uranium filed a Form 8-K disclosing the entering into of an option agreement to acquire certain properties in the Province of Saskatchewan, Canada.
On March 13, 2007, Canam Uranium filed a Form 8-K disclosing the resignation of Roger Connors as a director and the appointment of Michael Hitch as a director of the Company. In addition, the details of a short term loan that the Company had entered into were also disclosed in the same filing.
(b) Exhibits
Exhibit Number | | Description |
| | |
3.1.1 | | Articles of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2, filed on December 17, 2004). |
| | |
3.1.2 | | Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2, filed on December 17, 2004). |
| | |
3.1.3 | | Certificate of Change (incorporated by reference to the Company’s Annual Report on Form 10-KSB, filed on February 13, 2007). |
3.1.4 | | Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to the Company’s Annual Report on Form 10-KSB, filed on February 13, 2007). |
| | |
3.2.1 | | Bylaws of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2, filed on December 17, 2004). |
| | |
31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1 | | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2 | | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| Canam Uranium Corp. |
| (Name of Registrant) |
| | |
Date: March 16, 2007 | By: | /s/ David Hayes |
|
David Hayes |
| Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number | | Description |
| | |
3.1.1 | | Articles of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2, filed on December 17, 2004). |
| | |
3.1.2 | | Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2, filed on December 17, 2004). |
| | |
3.2.1 | | Bylaws of the Company (incorporated by reference to the Company’s Registration Statement on Form SB-2, filed on December 17, 2004). |
| | |
3.2.2 | | Certificate of Change (incorporated by reference to the Company’s Annual Report on Form 10-KSB, filed on February 13, 2007). |
| | |
3.2.3 | | Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to the Company’s Annual Report on Form 10-KSB, filed on February 13, 2007). |
| | |
31.1 | | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1 | | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2 | | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |