UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009 |
| | |
| OR | |
| | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 000-52813
SNOWDON RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
789 West Pender Street, Suite 1010
Vancouver, British Columbia
Canada V6C 1H2
(Address of principal executive offices, including zip code.)
(604) 606-7979
(telephone number, including area code)
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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] 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 the definitions of Alarge accelerated filer, Aaccelerated filer,@ Anon-accelerated filer,@ and Asmaller reporting company@ in Rule 12b-2 of the Exchange Act.
| | Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
| | Non-accelerated Filer | [ ] | 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). YES [ ] NO [X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 15,500,000 as of September 16, 2009.
PART I - FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
INTERIM BALANCE SHEETS
(Unaudited)
(Stated in U.S. Dollars)
| | | July 31 2009 | | April 30 2009 |
| | | | | |
| ASSETS | | | | |
| | | | | |
| Current | | | | |
| | Cash | $ | 220,699 | $ | 247,853 |
| | Amounts receivable (Note 6(v)) | | 24,630 | | 17,316 |
| | Prepaid expenses | | 7,784 | | 5,000 |
| | | $ | 253,113 | $ | 270,169 |
| | | | | |
| | | | | |
| LIABILITIES | | | | |
| | | | | |
| Current | | | | |
| | Accounts payable and accrued liabilities | $ | 14,498 | $ | - |
| | | | | |
| STOCKHOLDERS’ EQUITY | | | | |
| | | | | |
Capital Stock (Note 5) | | | | |
| | Authorized: | | | | |
| | 100,000,000 common shares with a par value of $0.00001 per share | | | | |
| | 100,000,000 preferred shares with a par value of $0.00001 per share | | | | |
| | (none issued) | | | | |
| | | | | |
| | Issued and outstanding: | | | | |
| | 15,500,000 common shares at July 31, 2009 and April 30, 2009 | | 155 | | 155 |
| | | | | |
| Additional Paid-in Capital | | 549,945 | | 549,945 |
| | | | | |
| Deficit Accumulated During The Exploration Stage | | (311,485) | | (279,931) |
| | | 238,615 | | 270,169 |
| | | | | |
| | $ | 253,113 | $ | 270,169 |
| | | | | |
Commitments And Contractual Obligations (Note 6) | | | | |
The accompanying notes are an integral part of these financial statements.
F-1
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
(Stated in U.S. Dollars)
| | | Three Months ended July 31, 2009 | | Three Months ended July 31, 2008 | | Cumulative Period From Inception (March 1, 2006) To July 31, 2009 |
| | | | | | | |
| Revenue | $ | - | $ | - | $ | - |
| | | | | | | |
| Expenses | | | | | | |
| | Consulting fees | | 25,142 | | - | | 67,142 |
| | Impairment of mineral claim interest | | - | | - | | 10,000 |
| | Office and sundry | | 6,412 | | 3,277 | | 49,947 |
| | Property exploration costs | | - | | 68,429 | | 88,376 |
| | Professional fees | | - | | - | | 96,020 |
| | | 31,554 | | 71,706 | | 311,485 |
| | | | | | | |
| Net Loss For The Period | $ | (31,554) | $ | (71,706) | $ | (311,485) |
| | | | | | | |
| | | | | | | |
| Basic And Diluted Loss Per Common Share | $ | 0.00 | $ | 0.00 | | |
| | | | | | | |
| | | | | | | |
| Weighted Average Number Of Common Shares Outstanding | | 15,500,000 | | 15,500,000 | | |
The accompanying notes are an integral part of these financial statements.
F-2
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
| | | Three Months ended July 31, 2009 | | Three Months ended July 31, 2008 | | Cumulative Period From Inception (March 1, 2006) To July 31, 2009 |
| Cash Used In Operating Activities | | | | | | |
| | Net loss for the period | $ | (31,554) | $ | (71,706) | $ | (311,485) |
| | Net changes in non-cash operating working capital items: | | | | | | |
| | Amounts receivable | | (7,314) | | - | | (24,630) |
| | Prepaid expenses | | (2,784) | | (2,930) | | (7,784) |
| | Accounts payable and accrued liabilities | | 14,498 | | (1,170) | | 14,498 |
| | Unrealized foreign exchange loss | | - | | - | | (35,962) |
| | | (27,154) | | (75,806) | | (365,363) |
| Cash Flows From (Used In) Financing Activities | | | | | | |
| | Issue of share capital | | - | | - | | 550,100 |
| | Repayments to related parties | | - | | (18,555) | | - |
| | | - | | (18,555) | | 550,100 |
| | | | | | | |
| Effect Of Translation On Foreign Exchange Currency Cash | | - | | - | | 35,962 |
| | | | | | | |
| Increase (Decrease) In Cash | | (27,154) | | (94,361) | | 220,699 |
| | | | | | | |
| Cash, Beginning Of Period | | 247,853 | | 531,283 | | - |
| | | | | | | |
| Cash, End Of Period | $ | 220,699 | $ | 436,922 | $ | 220,699 |
| | | | | | | |
| Supplemental Disclosure of Cash Flow Information | | | | |
| Cash Activities: | | | | | | |
| Interest paid (received) | $ | - | $ | - | $ | (2,000) |
| Income taxes paid | $ | - | $ | - | $ | - |
| | | | | | | |
The accompany notes are an integral part of these financial statements.
F-3
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
(Unaudited)
(Stated in U.S. Dollars)
PERIOD FROM INCEPTION (MARCH 1, 2006) TO JULY 31, 2009
| | | | | | DEFICIT | |
| | NUMBER | | | | ACCUMULATED | |
| | OF | | ADDITIONAL | | DURING THE | |
| | COMMON | | PAID-IN | PAR | EXPLORATION | |
| | SHARES | | CAPITAL | VALUE | STAGE | TOTAL |
| | | | | | | | | | |
Beginning balance, March 1, 2006 | - | $ | - | $ | - | $ | - | $ | - |
| | | | | | | | | | |
| March 22, 2006 – Shares issued for cash at $0.00001 | 10,000,000 | | - | | 100 | | - | | 100 |
| | | | | | | | | | |
| Net loss for the period | - | | - | | - | | (30,300) | | (30,300) |
| | | | | | | | | | |
| Balance, April 30, 2006 | 10,000,000 | | - | | 100 | | (30,300) | | (30,200) |
| | | | | | | | | | |
| Net loss for the year | - | | - | | - | | (12,820) | | (12,820) |
| | | | | | | | | | |
| Balance, April 30, 2007 | 10,000,000 | | - | | 100 | | (43,120) | | (43,020) |
| | | | | | | | | | |
| April 4, 2008 – Shares issued for cash at $0.10 | 5,500,000 | | 549,945 | | 55 | | - | | 550,000 |
| | | | | | | | | | |
| Net loss for the year | - | | - | | - | | (43,125) | | (43,125) |
| | | | | | | | | | |
| Balance, April 30, 2008 | 15,500,000 | | 549,945 | | 155 | | (86,245) | | 463,855 |
| | | | | | | | | | |
| Net loss for the year | - | | - | | - | | (193,686) | | (193,686) |
| | | | | | | | | | |
| Balance, April 30, 2009 | 15,500,000 | $ | 549,945 | $ | 155 | $ | (279,931) | $ | 270,169 |
| | | | | | | | | | |
| Net loss for the period | - | | - | | - | | (31,554) | | (31,554) |
| | | | | | | | | | |
| Balance, July 31, 2009 | 15,500,000 | | 549,945 | | 155 | | (311,485) | | 238,615 |
The accompany notes are an integral part of these financial statements.
F-4
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
July 31, 2009
(Unaudited)
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Organization
Snowdon Resources Corporation (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 1, 2006.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is engaged in the acquisition and exploration of mining claims. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for extraction and to enter a development state.
The accompanying financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the April 30, 2009 audited financial statements and notes thereto. Results of this period are not necessarily indicative of the results for the year ending April 30, 2010.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.
The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
F-5
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
July 31, 2009
(Unaudited)
(Stated in U.S. Dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
| | a) Exploration Stage Enterprise |
The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS No. 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.
b) Cash
Cash consists of cash on deposit with a high quality, major financial institution, and to date the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. At July 31, 2009 approximately $220,000 of cash held on deposit was in excess of the bank’s government-mandated insurance limits.
| | | c) Mineral Property Costs |
The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, "Whether Mineral Rights Are Tangible Or Intangible Assets". The Company assesses the carrying costs for impairment under SFAS No. 144, "Accounting For Impairment Or Disposal Of Long Lived Assets" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
F-6
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
July 31, 2009
(Unaudited)
(Stated in U.S. Dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In accordance with SFAS No. 144, "Accounting For The Impairment Or Disposal Of Long-Lived Assets", the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
| | e) Asset Retirement Obligations |
The Company follows the provisions of SFAS No. 143, "Accounting For Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.
| | f) Use of Estimates and Assumptions |
The preparation of financial statements in conformity with United States 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 reporting period. Actual results could differ from those estimates.
F-7
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
July 31, 2009
(Unaudited)
(Stated in U.S. Dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The carrying values of cash, amounts receivable and accounts payable and accrued liabilities approximate their fair value because of the short maturity of these instruments. The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. The Company’s head office operations are in Canada but less than 2% of its assets at July 31, 2009 are denominated in Canadian dollars. Therefore the Company’s exposure to market risks from changes in foreign currency rates at that date is minimal. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
h) Basic and Diluted Net Income (Loss) Per Share
The Company reports net income (loss) per share in accordance with SFAS No. 128 "Earnings per Share", which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no options or warrants or other dilutive securities and therefore no dilutive potential shares. As the Company generated net losses in the periods presented, any exercise of options or warrants, if there were any, would be anti-dilutive. For those reasons, basic and diluted loss per share are the same.
| | i) Foreign Currency Translation |
The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:
i) monetary items at the rate prevailing at the balance sheet date;
ii) non-monetary items at the historical exchange rate;
| iii) | revenue and expense at the average rate in effect during the applicable accounting period. |
Gains and losses on translation are recorded in the statement of operations.
F-8
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
July 31, 2009
(Unaudited)
(Stated in U.S. Dollars)
| 3. | RELATED PARTY TRANSACTIONS AND AMOUNTS OWING |
During the period ended July 31, 2009, the Company carried out a number of transactions with related parties in the normal course of business and those are recorded at their exchange amount, which is the amount of consideration paid or received as established and agreed to between the related parties. The exchange amount was negotiated, established and agreed to by the related parties as if they were dealing at arm’s length.
The following are related party transactions for the periods ended July 31, 2009 and 2008 that are not disclosed elsewhere in these financial statements:
| · | The Company paid consulting fees and rent to related parties in the amount of $25,500 (2008 - $2,625); |
| · | The amounts due to related parties of $6,325 (2008 - $47,703) are unsecured and interest free with no specific terms of repayment. |
4. MINERAL CLAIM INTERESTS
During the year ended April 30, 2006, the Company acquired a 100% interest in five mineral claims located in Gila Country, Arizona, USA. The consideration for the acquisition was a cash payment of $10,000, which represented reimbursement of the cost paid by the vendor for the mineral claims.
The claims were re-staked in February, 2008 and a further seven contiguous claims were added. In order to keep the claims in good standing, a claim maintenance fee in the amount of $140 per claim must be paid to the Bureau of Land Management each year on or before September 1st.
During the period ended July 31, 2009, the Company expended $Nil (2008 - $68,429) on exploration of these claims.
See also Note 6 (v) regarding additional mineral leases and claims to be acquired.
F-9
SNOWDON RESOURCES CORPORATION
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
July 31, 2009
(Unaudited)
(Stated in U.S. Dollars)
On March 22, 2006, the Company issued 10,000,000 common shares at $0.00001 per share to two founding shareholders. On March 10, 2008 the Company completed an initial public offering, selling 5,500,000 common shares at a price of $0.10 per share, for total proceeds of $550,000. The shares were issued on April 4, 2008. The Company has no stock options or stock option plan, share purchase warrants or other dilutive securities.
| 6. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS |
| i. | On September 30, 2008, the Company entered into an agreement with a privately held company owned by a director of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable taxes. |
| ii. | On September 30, 2008, the Company entered into an agreement with a significant shareholder of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable taxes. |
| iii. | On September 30, 2008, the Company executed an agreement for office space and administrative support services with a privately held company controlled by a significant shareholder, effective July, 2008 for three years at a rate of $2,500 per month plus applicable taxes. |
| iv. | The Company has no other significant commitments or contractual obligations with any parties respecting executive compensation or other matters. |
| v. | On July 20, 2009, the Company entered into an agreement whereby it will acquire the rights, title and interest to five Arizona State leases and two claims. Under the terms of the agreement, the consideration to be provided by the Company includes cancellation of debt owed to it totaling $20,260 (included in amounts receivable at July 31, 2009) and a 1% net smelter return royalty to a maximum of $400,000. Rights to the leases and claims have not yet been transferred by the State of Arizona to the Company. The Company will be required to expend approximately $70,000 over the next 9 months in state-mandated exploration minimums, rental and annual renewal fees in order to maintain rights to those properties. |
F-10
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are an exploration stage mining company and currently intend to prospect for uranium on properties which now contain twelve claims. We acquired five claims on April 1, 2006. The claims were re-staked in March, 2008 and increased to a total of twelve. Each claim measures 600 feet by 1,500 feet and covers 20 acres. Total land position is 240 acres. All claims are located in Gila County, Arizona.
In July, 2009, we entered into an agreement to acquire the following five Arizona State leases and two additional claims. As of the date of this report, formal title to those leases and claims has not yet been transferred to us, as quit claim documentation has not yet been completed and filed with the State of Arizona. We expect that process to be completed by the end of September 2009.
| Arizona | | | | | | |
| State | | | | | | |
| Section | Permit | Permit | | | | |
| Number | Date | Number | County | Township | Range | Acres |
| | | | | | | |
| 2 | 1 Jun 07 | 08-111685 | Coconino | 38N | 3W | 661.24 |
| 16 | 1 Jun 07 | 08-111687 | Mohave | 39N | 4W | 640.00 |
| 32 | 17 Nov 06 | 08-111081 | Mohave | 37N | 5W | 640.00 |
| 32e | 1 Jun 07 | 08-111686 | Mohave | 38N | 4W | 639.41 |
| 36 | 14 Dec 06 | 08-111148 | Mohave | 38N | 6W | 640.00 |
Mohave County is west of and adjoining Coconino County. Gila County, where our existing claims are located, is south of and adjoining Coconino County.
The two Arizona mining claims which we will acquire under the terms of the same agreement dated July 20, 2009 are as follows:
| | Date of | Coconino | BLM Serial | | | |
| Claim Name | Location | County No. | No. (AMC #) | Township | Range | Section |
| | | | | | | |
| TR #20 | 19 Feb 08 | 3480264 | 392039 | 39N | 2W | 26 |
| TR #21 | 19 Feb 08 | 3480265 | 392040 | 39N | 2W | 26 |
As with our current claims, the annual maintenance fee on these two additional claims will be $140 each, due on or before September 1.
We have no ore bodies and have not yet generated any revenues from our business operations. Accordingly, we must raise cash from sources other than the sale of minerals found on the properties. We raised $550,000 from a public offering in March, 2008. Ultimately, our success or failure will be determined by what we find under the ground. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.
We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and have determined it is economical to extract the ore.
We do not intend to hire any employees at this time. All of the work on the property will be conducted by unaffiliated, independent contractors. Administrative work will be handled by the director, a part-time bookkeeper, a part-time regulatory filer, and a financial consultant.
We have no warrants or other dilutive securities. On December 2, 2008, we filed a registration statement with the SEC on Form S-8 to register 10,000,000 common shares underlying options available to be issued through a new nonqualified stock option plan. No options have been issued as of September 18, 2009.
Status of Our Proposed Exploration Program
Phase 1 of our exploration program, consisting of a Radon survey of the claims area was completed in June, 2008. Four recommended drill sites were identified, to form the first phase of a proposed drilling program.
A subsequent report prepared for us by Dr. Karen Wenrich recommended that any drilling should not be centered on the above sites, which were Radon anomalies, surmising that the source of the Radon is displaced from the anomaly. In an appendix to that report, Dr. Michael G. Reimer supports Wenrich’s recommendation. Reimer discusses both shallow and deeper drilling and recommends that the results of any first drilling should guide subsequent drilling, as opposed to committing a drilling program to the four sites noted above. He also recommends testing groundwater for radon, to help determine sites for additional drilling. He concludes by stating “Using geologic and hydrologic information, it may be possible to estimate the distance of displacement of the central anomaly. In any case, further studies should be flexible in modifying the location of sampling as new data become available.”
The recommendations of Wenrich and Reimer suggest that further fieldwork and sampling is necessary prior to deciding on the type and the location of an initial drilling phase. However, current economic conditions and the opportunity to acquire the rights to the additional properties in two nearby Arizona counties as described above has led us to re-evaluate and postpone further work on the CR claims, as described below.
We intend to limit exploration program expenditures on the CR properties until there is greater certainty in our view that our cash reserves can be replenished through further equity offerings. The five State leases that we will be acquiring will require expenditures of approximately $70,000 over the next nine months in state-mandated exploration minimums, rental and annual renewal fees in order to maintain rights to those properties. As the CR claims only require an annual payment to the BLM totaling $1,680, our available funding for exploration work will need to be prioritized to the new state leases. As with the work so far on our CR claims, the exploration work on the new properties will be prospecting for uranium with the goal of identifying mineralized material.
When sufficient funds are available for further exploration work on the CR claims, we will need to take into account the recommendations of Dr. Wenrich and Dr. Reimer with respect to the initial drilling locations and the need for additional data, possibly including groundwater testing. An entirely different type of drilling program (e.g. more widespread, shallow drilling) than that originally proposed could result. This would essentially change the original plan for Phase 2 drilling in its entirety.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of Operations
From Inception on March 1, 2006 to July 31, 2009
We have no revenue and have incurred a net loss from inception to July 31, 2009 of $311,485.
From inception on March 1, 2006 to the point that funds were available in March, 2008 as a result of our initial public offering, we were funded by loans from Woodburn Holdings Ltd. a corporation controlled by Robert Baker, a director and officer, and from West Peak Ventures of Canada Limited, a corporation controlled by Timothy Brock, one of our shareholders. These loans were used for the original mineral claim fee, to re-stake the property, to incorporate us, for legal and accounting expenses, and office and sundry costs. The loans were fully repaid in the year ended April 30, 2009 (April 30, 2008: $66,258).
Cash Requirements and Liquidity
As of the date of this report, we have yet to generate any revenues from our business operations. We have incurred a deficit of $311,485 from inception to July 31, 2009 and have no revenue. Our future is dependent upon our ability to obtain ongoing financing and eventually, upon future profitable operations from the development of our mineral properties.
As of July 31, 2009, our cash was in excess of current liabilities by approximately $206,000. Our total assets were $253,113 of which approximately 87% was cash, 10% was amounts receivable, and 3% was prepaid expenses. Our total liabilities were $14,498 in accounts payable, which were primarily consulting fees for June and July, 2009.
As noted above, the five State leases that we will be acquiring will require expenditures of approximately $70,000 over the next nine months in state-mandated exploration minimums, rental and annual renewal fees in order to maintain rights to those properties. Professional fees (legal, accounting, audit, and regulatory reporting), Consulting, and Office and sundry are expected to make up our other main expense categories going forward and we forecast those to annually be in the range of $50,000, $72,000 and $45,000 respectively.
Therefore we expect that our existing cash will cover our cash requirements to the end of our April 30, 2010 fiscal year. Additional funding will need to be raised either through debt or equity, to cover ongoing cash requirements after that.
Notable Balance Sheet changes from April 30, 2009 to July 31, 2009 are as follows:
| - | Cash decreased approximately $27,000 primarily due to expenditures on Consulting fees ($25,000) and Office and sundry ($6,000), an increase in Amounts receivable ($7,000) and Prepaid expenses ($3,000), offset by an increase in Accounts payable ($14,000). |
| - | The increase in Amounts receivable was primarily due to further advances in connection with the additional mineral properties to be acquired. |
| - | Accounts payable primarily increased due to unpaid consulting fees for June and July, 2009. |
Notable changes in results of operations between the interim periods presented are as follows:
| - | Consulting fees of $6,000 per month commenced in Oct, 2008. In addition, there were consulting fees of approximately $7,000 in the current period in connection with due diligence work. |
| - | Project development expenditures decreased from $68,429 in the 2008 period presented to $Nil for the three month period in 2009 due to the exploration program for our CR claims being put on hold, as explained above. |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
| ITEM 4. | CONTROLS AND PROCEDURES. |
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures”, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Changes in Internal Controls
We have also evaluated our internal control for financial reporting, and there have been no changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
PART II - OTHER INFORMATION
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
On June 14, 2007, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective (File number 333-134943) permitting us to offer up to 10,000,000 shares of common stock at $0.10 per share.
On March 10, 2008, we completed our public offering and sold 5,500,000 shares of common stock at an offering price of $0.10 per share for a total of $550,000. No underwriter was involved in our public offering. Since that time, to July 31, 2009, we have spent the proceeds as follows:
| | | Use of | Differences |
| | | Proceeds As | See |
| | | Described in | Description of |
| | Actual Use of | the SB-2 | Material |
| | Proceeds to | Registration | Changes |
| | July 31, 2009 | Statement | Below |
| 1) Radon Survey and claim-related expenses | $ | 88,376 | $ | 0 | $ | (88,376) |
| 2) Geochemical and Geophysical survey | | | | | | |
| and related expenses | | 0 | | 100,430 | | 100,430 |
| 3) Drilling | | 0 | | 151,200 | | 151,200 |
| 4) Development | | 0 | | 158,370 | | 158,370 |
| 5) Working Capital | | 78,900 | | 110,000 | | 31,100 |
| 6) Consulting | | 67,142 | | 0 | | (67,142) |
| 7) Repayment of related parties advances | | 66,258 | | 0 | | (66,258) |
| 8) Offering expenses | | 2,963 | | 30,000 | | 27,037 |
| Total | $ | 303,639 | $ | 550,000 | $ | 246,361 |
1) & 2) - The Radon survey and related expenses totaled $88,376. That Radon survey replaced the Geochemical and Geophysical surveys and their related expenses that were projected to total $100,430 while achieving equivalent results. The selection of the Radon survey methodology therefore resulted in a net saving to date of $12,054 which is available for further property survey work.
3) - No expenditures have yet been incurred for Drilling. The drilling sites recommended in the Radon survey were re-evaluated in subsequent reports from Dr. Karen Wenrich and Dr. Michael Reimer, wherein they recommend that a drill program would need to be redesigned, based on additional fieldwork and data analysis. As noted above however, the exploration program for the CR claims is now indefinitely postponed, and the redesigned drilling work was put on hold before any drilling commenced. Therefore no amounts have been assessed against the drilling allocation of $151,200.
4) - Development work on the property was always planned to occur after the survey and drilling programs were completed. As we are not yet at that point, no development expenditures have yet been incurred. Given the hold placed on the overall work program on the CR property and that fact that the new state leases have not yet been acquired, it will be some time before development costs are incurred on any of the properties. Therefore no amounts have been assessed against the development allocation of $158,370.
5) - Working capital of $110,000 in the Use of Proceeds was intended to cover as long a period as possible. We are minimizing the use of working capital as much as we can, given the uncertainties around obtaining additional financing, due to currently adverse economic and financial market conditions. To July 31, 2009 we had limited our expenditures of working capital to $78,900, leaving $31,100 for further working capital use.
6) & 7) - We deviated from the Use of Proceeds section in our registration statement in that we spent the following amounts on items not contemplated in that original Use of Proceeds:
Consulting - $67,142
Consulting fees paid for business development, strategic planning, and financing and management advice from a director ($30,000) and from a major shareholder of the Company ($30,000), and $7,142 on due diligence work.
Repayment of related parties advances - $66,258
As noted above, from the Company’s inception on March 1, 2006 to the point that funds were available in March, 2008 as a result of our initial public offering, we were funded by loans from related parties. Those loans were used for the original mineral claim fee, to re-stake the property, to incorporate us, for legal and accounting expenses, and office and sundry costs. Those amounts were repaid during the year ended April 30, 2009.
8) - We overestimated the requirement for Offering Expenses in the Use of Proceeds section of our registration statement. Actual cost was only $2,963 compared to our estimate of $30,000. As a result, we have under spent by $27,037. Offering expenses consist of legal services, accounting fees, transfer agent fees, printing expenses and filing fees in connection with the offering.
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description |
| | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer. |
| | |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 20th day of September, 2009.
SNOWDON RESOURCES CORPORATION
| | BY: | _ “R.M. Baker”_______________________________________ |
| | Robert Baker, President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and member of the Board of Directors |
EXHIBIT INDEX
| | | Incorporated by reference | |
Exhibit Number | Document Description | Form | Date | Number | Filed herewith |
| | | | | | |
3.1 | Articles of Incorporation. | SB-2 | 6/06/06 | 3.1 | |
| | | | | | |
| 3.2 | Bylaws. | SB-2 | 6/06/06 | 3.2 | |
| | | | | | |
| 4.1 | Specimen Stock Certificate. | SB-2 | 6/06/06 | 4.1 | |
| | | | | | |
| 10.1 | Corporate Support Agreement between Sweetwater Capital Corp. and Snowdon Resources Corporation | 10-Q | 3/23/09 | 10.1 | |
| | | | | | |
| 10.2 | Consulting Agreement between Snowdon Resources Corporation and Timothy B. Brock | 10-Q | 3/23/09 | 10.2 | |
| | | | | | |
| 10.3 | Consulting Agreement between Snowdon Resources Corporation and Woodburn Holdings Ltd. | 10-Q | 3/23/09 | 10.3 | |
| | | | | | |
| 10.4 | Preliminary Report on CR Claim Group | 10-K | 8/11/09 | 10.4 | |
| | | | | | |
| 10.5 | Agreement to Acquire Five State Leases and Two Mining Claims | 8-K | 7/24/09 | 10.5 | |
| | | | | | |
| 14.1 | Code of Ethics. | 10-KSB | 9/14/07 | 14.1 | |
| | | | | | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer. | | | | X |
| | | | | | |
| 99.1 | Subscription Agreement. | SB-2 | 6/06/06 | 99.1 | |
| | | | | | |
| 99.2 | Audit Committee Charter. | 10-KSB | 9/14/07 | 99.2 | |
| | | | | | |
| 99.3 | Disclosure Committee Charter. | 10-KSB | 9/14/07 | 99.3 | |
