UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period endedSeptember 30, 2007
Commission File No. 0-50103
COPPER ROAD, INC.
(Exact name of issuer as specified in its charter)
Nevada | 20-5163482 |
(State or other jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
598-999 Canada Place, Vancouver, BC V6C 3E1 Canada
(Address of principal executive office) (Zip Code)
Issuer's telephone number:(604) 608-2861
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, ($0.001 par value)
(Title of Class)
Indicate by check mark 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 [ ]
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
Revenues for issuer’s most recent fiscal year: $Nil
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]
Aggregate market value of stock held by non-affiliates as of Nov 15, 2007: $27,376
Number of shares of the issuer’s common stock $0.001 par value outstanding as of Nov 15, 2007: 36,963,276 common shares
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes__ No_X_
PART I - FINANCIAL INFORMATION
FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this quarterly report may contain forward-looking statements. This information may involve known and unknown risks, uncertainties, and other factors which may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “plan,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.
This quarterly report contains forward-looking statements, many assuming that the Company secures adequate financing and is able to continue as a going concern, including statements regarding, among other things: (a) no sales to date and profitability; (b) our growth strategies; (c) anticipated trends in our industry; (d) our future financing plans; (e) our anticipated needs for working capital; (f) changes in environmental laws; (g) problems regarding availability of labor, materials, and equipment once production commences; (h) failure of the flotation plant to process or operate in accordance with specifications, including expected throughput, which could prevent the project from producing commercially viable output, if and when production commences; (i) our lack of necessary financial resources to complete development of the mineral properties, successfully explore, mine and fund our other cap ital commitments; (j) our ability to seek out and acquire other high quality copper properties; (k) the volatility of copper and other metal prices and the impact of any hedging activities, including margin limits and calls (l) between actual and estimated reserves, and between actual and estimated metallurgical recoveries, mining operational risk; (m) discrepancies between actual and estimated production; (n) speculative nature of copper exploration, dilution, and competition; (o) loss of key employees; and (p) defective title to mineral claims or property. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this quarterly report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this quarterly repo rt generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this quarterly report will in fact occur. In addition to the information expressly required to be included in this quarterly report, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS
Description of Business
Copper Road, Inc. was incorporated in the State of Nevada in February 2006. The Company is engaged in the exploration, development, and production of copper.
On September 19, 2006, the Company incorporated a private company, Copper Road Resources Inc. in the Province of British Columbia.
On May 27, 2006 the Company entered into an agreement to acquire 100% interest in the Howe Copper Mine located in British Columbia, Canada. The Company paid $15,000 for this interest, subject to a 3% Net Smelter Return royalty of which the Company may, at any time, purchase up to 1.5% of the Net Smelter Return royalty by paying the vendor the sum of $1,000,000.
Recent Developments
On October 25, the Company entered into a Joint Venture Agreement with Springfield Minerals Pty Ltd., and RMG Limited, to acquire up to an 80% interest in two exploration tenements located near Leigh Creek in Western Australia, held by Springfield, by spending $5 million within three years.
Products
The Company has generated no revenue from operations to date. At present Copper Road, Inc. is an exploration stage company.
Marketing
No marketing has been undertaken as the Company has generated no revenue from operations to date.
Customers
The Company has no customers as the Company has generated no revenue from operations to date.
Competition
Many companies are engaged in the exploration and development of mineral properties. The Company is at a disadvantage with respect to those competitors whose financial and technical resources exceed the Company’s.
Research and Development
The Company has not undertaken any research nor development activities.
Employees and Consultants
We currently contract out all work to third parties and consultants so the Company does not have any full time employees at present. As of September 30, 2007, we had no employees. Our employees would not be covered by labor union contracts or collective bargaining agreements.
Description of Properties
Howe Copper Mine
On May 27, 2006 the Company entered into an agreement to acquire 100% interest in the Howe Copper Mine located in British Columbia, Canada. The Company paid $15,000 for this interest, subject to a 3% Net Smelter Return royalty of which the Company may, at any time, purchase up to 1.5% of the Net Smelter Return royalty by paying the vendor the sum of $1,000,000.
Lake Frome Project
On October 25, 2007 the Company entered into a Joint Venture Agreement with Springfield Minerals Pty Ltd., and RMG Limited, both of Cottesloe, Western Australia. Under the Joint Venture Agreement, Springfield has agreed that the Company may acquire up to an 80% interest in two exploration tenements held by Springfield by spending $5 million within three years in these tenements in Western Australia.
The project areas are located to the East of Leigh Creek 570 kms North of Adelaide in South Australia. Tenements that make up the four project areas are Exploration License 3812 that makes up an area of 466 square kilometers and is situated 50 kilometers east of Leigh Creek and exploration license 3813 that makes up an area of 122 square kilometers and is situated 85 kilometers east of Leigh Creek. The tenements are in the northern part of the Adelaide Geosyncline, a deformed sedimentary basin of Late Proterozoic to Middle Cambrian age, flanked by crystalline basement complexes of the Gawler and Curnamona Cratons. Lead, zinc and copper mineralization is found throughout the geosynclines generally associated with Cambrian marine shelf carbonate lithologies.
Under the terms of the agreement, Copper Road must spend $2 million to earn an initial 40% interest in the joint venture. Copper Road may spend an additional $3 million for an additional 40% interest (total 80%). Upon earning the 80% interest, Copper Road will have the right to offer to convert the remaining 20% to a 5% Net Smelter Return. Springfield has a right to reject this offer.
RISK FACTORS
There are inherent risk factors associated with an investment in Copper Road, Inc. and management wishes to alert investors to these risks.
Limited Operating History
Copper Road, Inc. has a limited operating history upon which an evaluation of its business and prospects can be based. There can be no assurance that an investment in our Company shall be profitable or that we will realize revenue or be profitable on a quarterly or annual basis. In addition, any plans to increase our operating expenses to further develop our operations and increase our administration resources will require capital. A relatively high percentage of our expenses will be typically fixed in the short term as our expense levels are based, in part, on its expectations of future revenue. To the extent that such expenses precede or are not subsequently followed by increased revenue, our business, financial condition, operating results, and cash flows would be materially adversely affected. Management believes that period-to-period comparisons of financial results are not necessarily meaningful at this stage and should not be relied upon as an indication of future performance.
Development and Completion
The exploration, development, and production of copper deposits involves significant risks that even the best evaluation, experience, and knowledge cannot eliminate. The economic feasibility of the Company’s mining claims is based upon a number of factors, including reserve estimations, extraction and process recoveries, engineering, capital and operating costs, future production, and future prices.
Operating
Mining exploration, development, and production operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the development of mining operations. These risks include unexpected geologic formations and conditions, cave-ins, flooding and other conditions involved in the mining of material, any of which could result in damage to, or destruction of, producing facilities, damage to life or property, environmental damage, and possible legal liability.
The Company’s management will take certain precautions to mitigate these risks; however, in spite of these precautions circumstances could arise that result in a significant increase in operating costs or cause the Company to incur potential liabilities, which could have a material adverse effect on its financial position.
Price
Although copper prices are at a high, no assurance can be given as to future prices or demand for the Company’s production. Any decline in prices could have a material adverse effect on the Company’s financial position.
Market
The profitability of operations could be adversely affected if it does not achieve the selling prices or sales volumes currently targeted for its copper production. The markets are affected by numerous factors beyond the Company’s control; for example, it is possible that new sources of supply from other domestic plants or imports could create an imbalance in the markets, depressing prices, and causing a decrease in demand for the Company’s copper. Any such factors could adversely impact the Company’s ability to sell its copper, the prices it receives for its copper, and its profitability.
Environmental
Mining is subject to potential risks and liabilities associated with pollution of the environment that may result from mineral exploration and production. The Company could incur unexpected environmental liability resulting from its development and mining activity, or even stemming from previous activity conducted by others prior to our ownership. Insurance against environmental mining risks (including liability for the disposal of waste products) generally is not available at a reasonable price and currently the Company does not have and does not intend to purchase such insurance. Should the Company be unable to fund a required environmental remedy, the Company might be forced to suspend operations or enter into interim compliance measures pending completion of the remedy.
Laws and regulations involving the protection and remediation of the environment are constantly changing and generally are becoming more restrictive. The Company expects to make significant expenditures in the future to comply with such laws and regulations. It is possible that costs and delays in complying with such regulations could adversely affect the Company’s development and mining plan or any potential expansion of that plan.
Mining Legislation and Regulation
The Company is subject to Canadian and Australian federal, provincial, state and local laws and regulations related to mine prospecting, development, transportation, production, exports, taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, mine safety, hazardous materials, toxic substances, and other matters.
Management and Operations Personnel
In order to achieve its objectives, the Company must add key people to its management team. We also require highly skilled exploration, geological, metallurgical, and mining personnel, who are in high demand and are often subject to competing offers.
As we grow, we will continue to need an increased number of management and support personnel. It is possible that we will be unable to recruit the people we need in a timely fashion. Specifically, the recruitment and retention of engineers may be especially troublesome due to the current availability of and competition for such employees. Moreover, the loss of services of any of our key personnel would have a material adverse effect on our business.
Inflation
As we are an exploration stage company, inflation has not had a material affect on our operations. In the event we are no longer considered an exploration stage entity, inflation may affect our ability to generate profits as increased costs may be associated with development and marketing of our products. In the opinion of management, inflation at this time has not and will not have a material affect on our operations. Management will evaluate the possible affects of inflation on Copper Road, Inc. as it relates to our business and operations and will proceed accordingly.
Ability to Raise Capital
Our ability to further develop our business and operations is dependent on our ability to raise capital. Copper Road, Inc. will seek to raise capital through equity funding and private placement of securities as well as securing lines of credit with credit institutions. There is no guarantee that we will be able to raise capital to further develop our business and operations. Additionally, we may encounter significant costs or unfavorable terms in our efforts to raise capital. Investors are further alerted that any efforts to raise capital through a private placement of equity securities will result in dilution to shareholders of the Company.
Results of Operations for the Nine Months Ended September 30, 2007
Sales
No marketing has been undertaken as the Company has generated no revenue from operations to date. The Company has no customers as the Company has generated no revenue from operations to date.
General and Administrative Expenses
From the date of incorporation to September 30, 2007, the Company has spent $348,321 in general and administrative expenses.
The Company employs no full time staff but relies on consultants for financial and other advice.
Effective January 1, 2006, the Company signed a President and CEO Compensation Agreement with the President for a fee of $5,000 per month and increased annually on January 1 of each year subject to approval by the Compensation Committee. The agreement also entitles the President to participate in the Company’s stock option plan along with a bonus plan based upon a defined set of benchmarks established by the Board of Directors. No stock options or bonus plan have been determined at September 30, 2007.
Effective January 1, 2006, the Company signed an Office Services Agreement with an unrelated third party for a fee of CDN$5,000 (or US$5,026) per month through to and including January 2007.
Mineral Property Exploration and Development Expenses
On May 27, 2006, the Company entered into an agreement to acquire a 100% interest in the Howe Copper Mine located in British Columbia, Canada. The costs are summarized as follows:
Acquisition costs | $ 19,716 |
Balance, September 30, 2007 | $ 19,716 |
The Company paid $15,000 for this interest, subject to a 3% Net Smelter Return royalty of which the Company may, at any time, purchase up to 1.5% of the Net Smelter Return royalty by paying the vendor the sum of $1,000,000.
The Company acquired the historic Howe Copper Mine in May of 2006 and subsequently commissioned Dr, Warren Geiger Ph.D., and P.Eng. P.Geol.to complete a full review and analysis of all reports and previous work done on the property. Dr. Geiger’s report was completed July 14th, 2006, concluding the following: the Granite-Hosted Porphyry Cu-Mo-Ag Deposit type, based on study of all the historical information to date, does appear to have the best potential for yielding economic mineralization. Leszczyszyn (1965) estimated that minor contained sulphides in this area were 2-5%. Don K, Bragg (2000) suspected that overall sulphide mostly chalcopyrite are between 0.2% and 0.3%. Whether such grades of copper mineralization with unknown credits in molybdenum, silver and possibly gold might be economic with a sufficiently large tonnage defined and good commodity prices is unknown but the possibility is there.
Possible extension of the porphyry Cu-Mo-Ag discovery area mineralization to the northwest for more than a mile by airborne geophysics suggested by Weymark Engineering (1972) and probable extension of the discovery area mineralization to the east and northeast into the valley of Dempster Creek proposed by Renshaw (1980), based on ground geophysical and geological work and supported by the much earlier records of known mineral workings in Dempster Valley, certainly infer a much larger mineralized area should be targeted for exploration work with the possibility of defining a large tonnage economic grade resource.
During the period ended December 31, 2006, the decision was made by management to expand its mineral claims, from its original 1 claim consisting of 229.826 hectares to its current holdings of 5 claims consisting 2318.666 hectares.
In September, 2006 a reconnaissance examination was performed by Mr. Greg Thompson B.Sc.,P.Geo. and Mr. James Laird, Laird Exploration Ltd. In total they collected 7 mineral samples which were subsequently tested by ICP and assay analyses. The copper, molybdenum, silver and bismuth values were determined to be of economic grade, the question remains how to define an economic tonnage of ore.
|
|
|
|
|
|
|
|
|
Sample No. | Location | Elevation | Au ppb | Ag g/t | Cu % | Mo ppm | Bi ppm | Description |
HC JL - 01 | Adit dump | 1431m | 880 | 762 | >50 | 380 | 8130 | grab |
HC JL - 02 | Adit portal | 1431m | 520 | 931 | 48.7 | 10 | 5210 | 50cm chip |
HC JL - 03 | Talus float | 1428m | 710 | 561 | 45.1 | 410 | 6540 | 50cm float |
HC JL - 04 | Adit | 1431m | <50 | 9 | 0.71 | 50 | 100 | 1.5m chip |
HC JL - 05 | Adit dump | 1431m | 460 | 149 | 8.72 | 3.37% | 1120 | grab |
HC JL - 06 | 200m N of adit | 1457m | 410 | 16 | 1.55 | 150 | 2280 | grab |
HC JL - 07 | 300m N of adit | 1425m | <50 | 25 | 10.7 | 640 | <20 | 50cm chip |
|
|
|
|
|
|
|
|
|
The Company intends to complete the following three phase work program commencing the third quarter of 2007.
Phase I
Should undertake to outline the most promising areas of porphyry copper-molybdenum-silver mineralized areas within the large expanded area described above. This program would include prospecting, stream sediment sampling, geological mapping, rock sampling of surface and underground mineralized areas and assaying of all stream sediment and hard rock samples.
Phase II
Should be used to define more precisely, surface areas within the outlined areas of Phase I, that have the economic potential to generate a mineral resource. This program would include construction of control grids in the most promising areas, electromagnetic (EM), magnetometer and scintillometer geophysical surveys, detailed surface and underground geological mapping, trenching, and detailed sampling of mineralized exposures and assaying of all samples.
Phase III
Should begin to develop a mineral resource within the most encouraging defined areas of Phase II by diamond drill testing. All core would be logged onsite and splits of the mineralized sections sent for assay. A comprehensive evaluation report of the entire program should follow. If the results are positive and further exploration and development phases are recommended, an airborne EM-magnetometer-scintillometer geophysical program, using geological knowledge from this program to interpret the results, should be considered.
The recommended work program includes up to 1000 meters of HQ or NQ diamond drilling to define and explore mineralized zones at the adit vein(s) and the Smithe Lake quartz mass. Two drill set-ups located near Smithe Lake are recommended; on the surface of the quartz mass and one in the hanging-wall of the vein systems and adit. GPS controlled geological mapping, prospecting, and rock chip sampling of surface showings and underground workings will be done concurrent with the drill program.
Other Income and Expenses
None
Subsequent Events
On October 25, 2007, the Company entered into a joint venture agreement with Springfield Minerals Pty Ltd. (“Springfield”) and RMG Limited, pursuant to which the Company, at its option, may acquire a 40% interest in two exploration tenements held by Springfield, by incurring exploration, development and mining expenditures of $2 million within two years of signing the agreement.
Upon earning the 40% interest, the Company may earn an additional 40% interest in the tenements, bringing its interest to 80%, by incurring an additional $3 million of expenditures, for an aggregate of $5 million, within three years of signing the agreement.
Upon earning the 80% interest, the Company will have the right to offer to convert the remaining 20% interest held by Springfield to a 5% net smelter return. Springfield has the right to reject this offer.
Liquidity and Capital Resources
To date we have incurred significant net losses. The net loss for the period ended September 30, 2007 was $208,848 and the accumulated deficit as at September 30, 2007 was $368,037. These factors raise substantial doubt about our ability to continue as a going concern. We anticipate that we may continue to incur significant operating losses for the foreseeable future. There can be no assurance as to whether or when we will generate material revenues or achieve profitable operations.
Off-Balance Sheet Arrangements
None
Employees and Consultants
We currently contract out all work to third parties and consultants so the Company does not have any full time employees at present. As of September 30, 2007, we had no employees. Our employees would not be covered by labour union contracts or collective bargaining agreements.
Critical Accounting Policies and Estimates
Our discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses for each period. Critical accounting policies are defined as policies that management believes are the most important to the portrayal of the Company’s financial condition and results of operations. These policies may require us to make difficult, subjective, or complex judgments, commonly about the effects of matters that are inherently uncertain.
Significant Accounting Policies
Financial Reporting Release No. 60, which was recently released by the Securities and Exchange Commission, requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. The following is a brief discussion of the more significant accounting policies and methods used by the Company.
(a)
Exploration Stage Company
The Company is considered to be in the exploration stage. The Company is devoting substantially all of its present efforts to exploring and developing the Howe Copper Mine located in British Columbia, Canada, and the Lake Frome property located in the state of Western Australia, Australia.
(b)
Principles of Consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Copper Road Resources Inc., a British Columbia, Canada corporation. All significant inter-company transactions have been eliminated.
(c)
Accounting Method
The accounting and reporting policies of the Company conform to United States generally accepted accounting principles applicable to exploration stage enterprises.
(d)
Mineral Property Exploration and Development
The Company is in the exploration stage and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of mining properties. Mineral property acquisition and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the probable reserve.
(e)
Foreign Currency Translation
The Company’s functional currency is the U.S. Dollar. The Company’s reporting currency is the U.S. dollar. All transactions initiated in Canadian dollars are remeasured into U.S. dollars in accordance with SFAS No. 52 "Foreign Currency Translation" as follows:
i)
monetary assets and liabilities at the rate of exchange in effect at the balance sheet date; and
ii)
revenue and expense items at the average rate of exchange prevailing during the period.
For foreign currency transactions, the Company translates these amounts to the Company’s functional currency at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.
(f)
Basic and Diluted Loss Per Share
Basic loss per share is calculated using the weighted-average number of shares outstanding during the period.
Basic loss per share was computed by dividing the net loss by the weighted average number of shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted loss per share is the same as basic loss per share, as the inclusion of common stock equivalents would be anti-dilutive.
(g)
Financial Instruments
All significant financial assets, financial liabilities, and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with information relevant for making a reasonable assessment of future cash flows, interest rate risk, and credit risk. Where practicable 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.
(h)
Income Taxes
Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Deferred income taxes and tax benefits 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 bases, and for tax loss and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.
(i)
Cash and Cash Equivalents
For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents.
(j)
Stock-Based Compensation
On February 3, 2006 the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004) "Share-Based Payment" ("SFAS 123 (R) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values.”) SFAS 123 (R) supersedes the Company's previous accounting under Accounting Principles Board Opinion No.25, "Accounting for Stock Issued to Employees" ("APB 25") for the periods beginning fiscal 2006.
The Company adopted SFAS 123 (R) using the modified prospective transition method, which required the application of the accounting standard as of January 1, 2006. The Company's financial statements as of and for the period ended December 31, 2006 reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Company's financial statements for the prior periods have not been restated to reflect, and do not include the impact of SFAS 123 (R). Stock based compensation expense recognized under SFAS 123 (R) for the period ended September 30, 2007 was $Nil.
(k)
Segmented Reporting
SFAS Number 131, “Disclosure About Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues and its major customers.
For the period ended September 30, 2007, all operations took place in British Columbia, Canada.
(l)
Revenue Recognition
The Company recognizes revenue from the sale of products and services in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements.”
As at September 30, 2007, the Company had no revenues to report.
(m)
Estimates
The preparation of consolidated financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those reported.
(n)
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS 157 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 within those fiscal years.
The adoption of this new pronouncement is not expected to have a material effect on the Company’s consolidated financial position or results of operations.
ITEM 3: DISCLOSURE CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
Internal Control Over Financial Reporting
There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
The financial statements are attached following Item 14.
ITEM I – LEGAL PROCEEDINGS
None
ITEM II – CHANGES IN SECURITES AND USE OF PROCEEDS
The Company was initially authorized to issue 75,000,000 common shares with a par value of $0.001. On March 6, 2006, the authorized share capital was increased to 500,000,000 shares with a par value of $0.001 broken down as to 450,000,000 common shares and 50,000,000 preferred shares.
On May 23, 2006, the Company issued 5,000,000 common shares at $0.003 per share for gross proceeds of $15,000 to the President.
On September 27, 2006, the 5,000,000 common shares issued on May 23, 2006 were cancelled and 5,000,000 common shares were issued on the same terms as at May 23, 2006 of which 3,000,000 shares were issued to the President.
On December 15, 2006, 3,005,880 common shares were issued at $0.01 per share for gross proceeds of $30,059.
On January 12, 2007, 3,161,853 common shares were issued at $0.01 per share for gross proceeds of $31,619.
On April 13, 2007, 500,000 common shares were issued at $0.02 per share for gross proceeds of $10,000.
On April 25, 2007, 3,750,000 common shares were issued at $0.02 per share for gross proceeds of $75,000.
On May 10, 2007, 2,500,00 common shares were issued at $0.02 per share for gross proceeds of $50,000.
On May 16, 2007, 2,500,000 common shares were issued at $0.02 per share for gross proceeds of $50,000.
On May 23, 2007, 3,563,043 common shares were issued at $0.02 per share for gross proceeds of $71,261.
On June 1, 2007, 3,607,500 common shares were issued at $0.02 per share for gross proceeds of $72,150.
On June 8, 2007, 1,250,000 common shares were issued at $0.02 per share for gross proceeds of $25,000.
On June 11, 2007, 1,250,000 common shares were issued at $0.02 per share for gross proceeds of $25,000.
On June 12, 2007, 3,125,000 common shares were issued at $0.02 per share for gross proceeds of $62,500.
On August 5, 2007, 1,250,000 common shares were issued at $0.02 per share for gross proceeds of $25,000.
On August 24, 2007, 1,250,000 common shares were issued at $0.02 per share for gross proceeds of $25,000.
On September 11, 2007, 1,250,000 common shares were issued pursuant to a consulting agreement in exchange for consulting services to be provided over a one year period. These shares were valued at $0.02 per share for a total value of $25,000.
ITEM III – DEFAULTS UPON SENIOR SECURITIES
None
ITEM IV – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM V – OTHER INFORMATION
The Company has entered into the following agreements:
(a)
Effective January 1, 2006, the Company signed a President and CEO Compensation Agreement with the President for a fee of $5,000 per month and increased quarterly on January 1 of each year subject to approval by the Compensation Committee. The agreement also entitles the President to participate in the Company’s stock option plan along with a bonus plan based upon a defined set of benchmarks established by the Board of Directors. No stock options or bonus plan have been determined at December 31, 2006.
(b)
Effective January 1, 2006, the Company signed an Office Services Agreement with an unrelated third party for a fee of CDN$5,000 (or US$4,290) per month through to and including January 2007.
ITEM VI – EXHIBITS
a.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
a.2
Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: Nov 15, 2007 | Copper Road, Inc. |
Signed: | /s/ Darren Hayes |
Name: | Darren Hayes |
Title: | President, CEO |
