UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [ X ] | QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2009
| [ ] | TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from__________________to__________________
Commission file number 000-51707
| DE BEIRA GOLDFIELDS INC. |
| (Exact name of small business issuer as specified in its charter) |
Incorporated in the State of Nevada | 00-0000000 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 30 Ledgar Road, Balcatta, Western Australia, 6021 | |
| (Address of principal executive offices) | |
| 011-61-89-240-2836 | |
| (Issuer’s telephone number) | |
n/a | |
| (Former name, former address and former fiscal year, if changed since last report) | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
[ ] Yes [ X ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Larger accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company [ X ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class | Outstanding at November 10, 2009 |
| Common Stock - $0.001 par value | 66,046,785 |
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X ]
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PART I – FINANCIAL INFORMATION
Pursuant to Regulation 13A Reports of issuers of securities registered pursuant to section 12, Reg. §240.13a-13 ( c ) (2) (i) & (ii), the Company need not file Part 1 Financial Information for the following reasons:
| · | The registrant is not in the production stage but is engaged primarily in the exploration for the development of mineral deposits other than oil, gas or coal; and |
| · | The registrant has not been in production during the current fiscal year or the two years immediately prior thereto; and |
| · | The registrant has not received any receipts from the sale of mineral products or from the operations of mineral producing properties since it does not sell mineral products nor conduct operations of mineral producing properties. |
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
De Beira is not a party to any pending legal proceedings and, to the best of De Beira’s knowledge, none of De Beira’s assets are the subject of any pending legal proceedings.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the quarter of the fiscal year covered by this report, (i) De Beira did not modify the instruments defining the rights of its shareholders and (ii) no rights of any shareholders were limited or qualified by any other class of securities.
There have been no sales of unregistered securities within the last three months that would be required to be disclosed pursuant to Item 701 of Regulation S-B, except for the following:
February 2009 - $0.01 Private Placement Offering
On February 28, 2009, the board of directors authorized the issuance of 1,600,000 restricted shares of common stock at a subscription price of $0.01 per restricted share. De Beira raised $16,000 in cash in this closing, and on June 19, 2009 issued an aggregate 1,600,000 restricted shares of common stock to three non-US subscribers outside the United States.
De Beira set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For the three non-US subscribers outside the United States in this one closing, De Beira relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that De Beira complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation. De Beira received from each subscriber a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.
February 2009 - $0.01 Shares For Debt Offering
Also, on February 28, 2009, the board of directors approved the settlement of debt for shares at a settlement price of $0.01 per restricted share. De Beira settled $125,000 in debt in this closing, and on June 19, 2009 issued an aggregate 12,500,000 restricted shares of common stock to four non-US creditors outside the United States.
De Beira set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.
For the four non-US creditors outside the United States in this one closing, De Beira relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that De Beira complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The settlement of debt was not a public offering and was not accompanied by any general advertisement or any general solicitation. De Beira received from each creditor a completed and signed shares for debt agreement containing certain representations and warranties, including, among others, that (a) the creditor was not a U.S. person, (b) the creditor accepted the shares for debt for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.
Item 3. Defaults Upon Senior Securities.
During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of De Beira. Also, during this quarter, no material arrearage in the payment of dividends has occurred.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the third quarter of the fiscal year covered by this report.
Item 5. Other Information.
During the quarter of the fiscal year covered by this report, De Beira reported all information that was required to be disclosed in a report on Form 8-K.
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Item 6. Exhibits.
| (a) | Index to and Description of Exhibits |
All Exhibits required to be filed with the Form 10-Q are incorporated by reference to De Beira’s previous filings.
| Exhibit | Description | Status |
| 3.1 | Articles of Incorporation of De Beira Goldfields Inc. filed as an Exhibit to De Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference. | Filed |
| 3.2 | By-Laws of De Beira Goldfields Inc. filed as an Exhibit to De Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference. | Filed |
| 10.1 | Management Agreement dated April 19, 2006 between De Beira Goldfields Inc. and Reg Gillard, filed as Exhibit 10.2 to De Beira’s Form 8-K (Current Report) filed on May 10, 2006 and incorporated herein by reference. | Filed |
| 10.2 | Letter of Understanding dated May 6, 2006 among De Beira Goldfields Inc., Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to De Beira’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated herein by reference. | Filed |
| 10.3 | Letter Agreement dated June 15, 2006 between De Beira Goldfields Inc. and Emco Corporation, filed as an Exhibit to De Beira’s Form 8-K (Current Report) filed on June 29, 2006 and incorporated herein by reference. | Filed |
| 10.4 | Share Sale Agreement dated July 10, 2006, between De Beira Goldfields Inc. and Emco Corporation Inc. S.A., filed as an Exhibit to De Beira’s Form 8-K (Current Report) filed on July 17, 2006, and incorporated herein by reference. | Filed |
| 10.5 | Heads of Agreement dated July 26, 2007 among De Beira Goldfields Inc., Goldplata Resources Peru S.A.C., Goldplata Resources Inc., Golplata Resources Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining International Corporation, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference. | Filed |
| 10.6 | Letter Agreement dated December 6, 2007 among De Beira Goldfields Inc., Emco Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference. | Filed |
| 10.7 | Deed dated January 11, 2008 among De Beira Goldfields Inc., Windy Knob Resources Limited, Goldplata Mining International Corporation, Goldplata Resources Inc., and Golplata Resources Sucursal-Colombia, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference. | Filed |
| 14.1 | Financial Code of Ethics filed as an Exhibit to De Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference. | Filed |
| 31 | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Included |
| 32 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Included |
| 99.1 | Disclosure Committee Charter, filed as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference. | Filed |
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, De Beira Goldfields Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.
DE BEIRA GOLDFIELDS INC.
Dated: November 10, 2009 By: /s/ Klaus Eckhof
Name: Klaus Eckhof
Title: President and CEO
(Principal Executive Officer)
Dated: November 10, 2009 By: /s/ Susmit Shah
Name: Susmit Shah
Title: CFO
(Principal Financial Officer)
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Exhibit 31
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DE BEIRA GOLDFIELDS INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Klaus Eckhof, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2009 of De Beira Goldfields Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2009
/s/ Klaus Eckhof
Klaus Eckhof
Chief Executive Officer
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DE BEIRA GOLDFIELDS INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Susmit Shah, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2009 of De Beira Goldfields Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) [Paragraph omitted in accordance with SEC transition instructions contained in SEC Release 34-47986.];
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Date: November 10, 2009
/s/ Susmit Shah
Susmit Shah
Chief Financial Officer
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Exhibit 32
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of De Beira Goldfields Inc. (the “Company”) on Form 10-Q for the period ended February 28, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Klaus Eckhof, President, Chief Executive Officer of the Company and sole member of the Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
| (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Klaus Eckhof
Klaus Eckhof
Chief Executive Officer
November 10, 2009
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of De Beira Goldfields Inc. (the “Company”) on Form 10-Q for the period ended February 28, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief Financial Officer, Treasurer, and Corporate Secretary of the Company, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
| (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Susmit Shah
Susmit Shah
Chief Financial Officer
November 10, 2009
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