UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X. QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012.
or
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-52636
Nevada Gold Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 20-3724068 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
800 E. Colorado Blvd., Suite 888 |
|
Pasadena, CA | 91101 |
(Address of principal executive offices) | (Zip Code) |
626-683-7330
(Registrant’s telephone number, including area code)
(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 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 .
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 preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large 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). Yes . No X.
As of May 18, 2012, there were 42,865,074 shares of the registrant’s common stock, par value $0.001 per share, outstanding.
NEVADA GOLD HOLDINGS, INC.
Form 10-Q
TABLE OF CONTENTS
|
| Page |
AVAILABLE INFORMATION | 3 | |
FORWARD-LOOKING STATEMENTS | 4 | |
PART I—FINANCIAL INFORMATION | 5 | |
Item 1. | Financial Statements. | 5 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 16 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
Item 4. | Controls and Procedures. | 17 |
PART II—OTHER INFORMATION | 17 | |
Item 1. | Legal Proceedings. | 17 |
Item 1A. | Risk Factors. | 17 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 17 |
Item 3. | Defaults upon Senior Securities. | 17 |
Item 4. | Mine Safety Disclosures. | 17 |
Item 5. | Other Information. | 18 |
Item 6. | Exhibits. | 18 |
SIGNATURE | 19 |
2
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”). You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC20549, U.S.A. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 (or 1-202-551-8090). The SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our electronic SEC filings are available to the public athttp://www.sec.gov.
Our public internet site ishttp://www.nevadagoldholdings.com. We make available free of charge through our internet site, via a link to the SEC’s internet site athttp://www.sec.gov, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically files such material with, or furnish it to, the SEC. We also make available through our internet site, via a link to the SEC’s internet site, statements of beneficial ownership of our equity securities filed by our directors, officers, 10% or greater shareholders and others under Section 16 of the Exchange Act.
These documents are also available in print without charge to any person who requests them by writing or telephoning:
Nevada Gold Holdings, Inc.
c/o Gottbetter & Partners, LLP
488 Madison Avenue
New York, New York10022-5718
212-400-6900
Facsimile 212-400-6901
3
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements, including, without limitation, in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to exploration programs, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the SEC, and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, insufficient cash flows and resulting illiquidity, our inability to expand our business, government regulations, lack of diversification, volatility in the price of gold, increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report appears in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “2011 Form 10-K”) in the section captioned “Risk Factors” and elsewhere in the 2011 Form 10-K and this Report.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.
You should read this Report in conjunction with the discussion under the caption “Risk Factors” in the 2011 Form 10-K, the audited consolidated financial statements and notes thereto in the 2011 Form 10-K, the unaudited consolidated financial statements and notes thereto in this Report, and other documents which we may file from time to time with the SEC.
4
PART I—FINANCIAL INFORMATION
Item 1.
Financial Statements.
NEVADA GOLD HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
|
|
| March 31, |
| December 31, |
|
|
| 2012 |
| 2011 |
|
|
| (Unaudited) |
| (Audited) |
ASSETS | |||||
Current assets |
|
|
|
| |
| Cash and cash equivalents | $ | 532,221 | $ | 9,276 |
| Prepaid expense |
| 153,191 |
| 35,000 |
| Notes receivable - related party |
| 200,000 |
| 1,320,000 |
| Accrued interest receivable - related party |
| 2,552 |
| 15,724 |
| Other current assets |
| - |
| - |
Total current assets |
| 887,964 |
| 1,380,000 | |
|
|
|
|
|
|
| Mining reclamation bond |
| - |
| - |
|
|
|
|
|
|
Total assets | $ | 887,964 | $ | 1,380,000 | |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | |||||
|
|
|
|
|
|
Current liabilities |
|
|
|
| |
| Accounts payable | $ | 17,238 | $ | 17,238 |
| Notes payable |
| 156,041 |
| 7,600 |
| Other payable |
| 9,020 |
| 14,510 |
| Accrued expenses and other liabilities |
| 70,658 |
| 141,836 |
Total current liabilities |
| 252,957 |
| 181,184 | |
|
|
|
|
|
|
Total liabilities |
| 252,957 |
| 181,184 | |
|
|
|
|
|
|
Stockholders' (deficit) equity |
|
|
|
| |
| Preferred stock, $.001 par value; 10,000,000 shares authorized, 0 share issued and outstanding as of March 31, 2012 and December 31, 2011 |
| - |
| - |
| Common stock, $.001 par value; 300,000,000 shares authorized, 43,844,054 shares issued and outstanding as of March 31, 2012 and December 31, 2011 |
| 43,844 |
| 43,844 |
| Additional paid-in capital |
| 5,286,323 |
| 5,286,323 |
| Accumulated deficit |
| (4,695,160) |
| (4,131,351) |
Total stockholders' (deficit) equity |
| 635,007 |
| 1,198,816 | |
|
|
|
|
|
|
Total liabilities and stockholders' (deficit) equity | $ | 887,964 | $ | 1,380,000 |
See accompanying notes to condensed consolidated financial statements
5
NEVADA GOLD HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
UNAUDITED
|
| Three Months Ended March 31, |
| From Inception on October 2, 2008 Through March 31, 2012 | ||
|
| 2012 |
| 2011 |
| |
|
|
|
|
|
|
|
Revenues | $ | - | $ | - | $ | - |
|
|
|
|
|
|
|
Operating Expenses |
|
|
|
|
|
|
Research and development |
| 35,000 |
| 16,290 |
| 500,797 |
General and administrative |
| 530,519 |
| 218,167 |
| 3,836,041 |
Total operating expenses |
| 565,519 |
| 234,457 |
| 4,336,838 |
|
|
|
|
|
|
|
Loss from operations |
| (565,519) |
| (234,457) |
| (4,336,838) |
|
|
|
|
|
|
|
Interest income (expense) |
|
|
|
|
|
|
Interest income |
| 1,710 |
| 5,862 |
| 21,072 |
Other income |
| - |
| - |
| 2,367 |
Gain on settlement of derivative liability |
| - |
| - |
| 112,500 |
Interest expense |
| - |
| - |
| (494,261) |
Total interest income (expense) |
| 1,710 |
| 5,862 |
| (358,322) |
|
|
|
|
|
|
|
Loss before income taxes |
| (563,809) |
| (228,595) |
| (4,695,160) |
|
|
|
|
|
|
|
Provision for income taxes |
| - |
| - |
| - |
|
|
|
|
|
|
|
Net loss | $ | (563,809) | $ | (228,595) | $ | (4,695,160) |
|
|
|
|
|
|
|
Net loss per share of common stock: |
|
|
|
|
|
|
Basic | $ | (0.01) | $ | (0.01) |
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
| 43,844,054 |
| 43,844,054 |
|
|
See accompanying notes to condensed consolidated financial statements
6
NEVADA GOLD HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
UNAUDITED
|
| Three Months Ended March 31, |
| From Inception on October 2, 2008 Through March 31, 2012 | ||
|
| 2012 |
| 2011 |
| |
Cash flows from operating activities |
|
|
|
|
|
|
Net Income | $ | (563,809) | $ | (228,595) | $ | (4,695,160) |
Adjustments to reconcile net income to net cash used by operating activities: |
|
|
|
|
|
|
Stock based compensation |
| - |
| - |
| 131,508 |
Common stock issued for services |
| - |
| - |
| 290,590 |
Contributed services or common stock contributed for services |
| - |
| - |
| 125,000 |
Gain on change in derivative liability |
| - |
| - |
| (112,500) |
Interest expense related to intrinsic value of converted promissory notes |
| - |
| - |
| 300,000 |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
Prepaid expenses |
| (118,191) |
| - |
| (153,191) |
Notes receivables |
| 1,120,000 |
| - |
| (200,000) |
Accrued interest receivable - related party |
| 13,172 |
| (2,433) |
| (2,552) |
Other assets |
| - |
| - |
| - |
Accounts payable and accrued interest payable |
| - |
| 18,098 |
| 71,707 |
Other payable |
| (5,490) |
| - |
| (5,490) |
Accrued expenses and other liabilities |
| (71,178) |
| - |
| 70,658 |
Net cash used by operating activities |
| 374,504 |
| (212,930) |
| (4,179,430) |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Purchase of mining reclamation bond |
| - |
| - |
| - |
Notes receivable - related parties |
| - |
| (1,000,000) |
| - |
Change in cash held in trust |
| - |
| - |
| - |
Net cash provided (used) by investing activities |
| - |
| (1,000,000) |
| - |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Proceeds from issuance of common stock, net of issuance costs |
| - |
| - |
| 4,313,210 |
Proceeds from notes payable |
| 148,441 |
| - |
| 598,441 |
Payments on notes payable |
| - |
| - |
| (200,000) |
Bank overdraft |
| - |
| 25,587 |
| - |
Issuance of common stock |
| - |
| - |
| - |
Net cash provided by financing activities |
| 148,441 |
| 25,587 |
| 4,711,651 |
|
|
|
|
|
|
|
Net change in cash and cash equivalent |
| 522,945 |
| (1,187,343) |
| 532,221 |
|
|
|
|
|
|
|
Cash and cash equivalent at the beginning of year |
| 9,276 |
| 2,995,727 |
| - |
|
|
|
|
|
|
|
Cash and cash equivalent at the end of year | $ | 532,221 | $ | 1,808,384 | $ | 532,221 |
|
|
|
|
|
|
|
Supplemental disclosures of cash flow Information: |
|
|
|
|
|
|
Cash Paid for Interest | $ | - | $ | - | $ | 8,082 |
See accompanying notes to condensed consolidated financial statements
7
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Nature of Business and Trade Name
Nevada Gold Holdings, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on April 16, 2004. Nevada Gold Enterprises, Inc., a Nevada corporation, was incorporated under the laws of the State of Nevada on October 2, 2008. On December 31, 2008, Nevada Gold Acquisition Corp., a Nevada corporation formed on December 18, 2008, and a wholly owned subsidiary of Nevada Gold Holdings, Inc., merged with and into Nevada Gold Enterprises, Inc. Nevada Gold Enterprises, Inc. was the surviving corporation in the Merger. As a result of the Merger, Nevada Gold Enterprises, Inc., became a wholly-owned subsidiary of Nevada Gold Holdings, Inc. The Merger was treated as a reverse merger and recapitalization for financial accounting purposes. As a result of the merger, the Company recorded an aggregate stock issuance of 2,626,263 shares of common stock with a net value of $(180,978). The negative recapitalization net value recognized was the result of the Company restating the equity structure of the legal subsidiary using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition. Nevada Gold Enterprises, Inc. was considered the acquirer for accounting purposes, and Nevada Gold Holdings, Inc. is considered the surviving company for legal purposes. Accordingly, the accompanying financial statements present the historical financial statements of Nevada Gold Enterprises, Inc., as the historical financial statements of Nevada Gold Holdings, Inc., i.e. a reverse merger. The Company is engaged in the acquisition, exploration and development of gold mining claims in Nevada.
Basis of Presentation
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.
Use of Estimates
The preparation of consolidated financial statements in accounting principles generally accepted in the United States of America 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. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.
Actual results could differ from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Nevada Gold Holdings, Inc. and its wholly owned subsidiary Nevada Gold Enterprises, Inc. All significant intercompany transactions have been eliminated.
The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows at March 31, 2012, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2011 audited consolidated financial statements. The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.
8
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
Basic and diluted earnings per share
Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) 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. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended March 31, 2012 and 2011, fully diluted earnings per share excludes the dilutive effect of 43,844,054 common stock equivalents from options and warrants, because their inclusion would be anti-dilutive.
The following is a reconciliation of basic and diluted earnings per share for 2012 and 2011:
|
| Three months ended March 31, |
| |||||
Historical net loss per share: |
| 2012 |
|
| 2011 |
| ||
|
|
|
|
|
|
| ||
Net income (loss) |
| $ | (563,809 | ) |
| $ | (228,595 | ) |
Shares used in computing basic per share amounts (weighted average) |
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
| 43,844,054 |
|
|
| 43,844,054 |
|
Basic and Diluted |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
Recently issued accounting standards
In May 2011 the FASB issued additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.
In June 2011, the Financial Accounting Standards Board, or FASB, issued guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.
NOTE 2 – PREPAID EXPENSE
The Company has entered into a lease with Gold Standard Royalty (GSR) and Gold Run Inc. for mineral right lease at the Tempo property in Lander County, Nevada. Per the lease, Nevada Gold is to pay the dollar equivalent of 90 oz of gold as advance minimum royalty to GSR from 2012 and onwards. The lease is in effect until terminated by either party. Payment in the amount of $153,191 was made during the three months ended March 31, 2012.
9
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
NOTE 3 – NOTES RECEIVABLE
On January 26, 2011, the Company made a loan of $200,000 to Hybrid Kinetic Motors Corporation, a related party. On February 24, 2011, the Company made a loan of $400,000 to American Compass Inc. (“ACI”), a related party; and on March 24, 2011, the Company made an additional loan of $400,000 to ACI. On various dates from April to June, the Company has made additional loans to ACI in the amount of $800,000, bring additional notes receivable from this party to $1,600,000 from February 2011 to June 2011. $480,000 was repaid by ACI during the year, bringing the new total to $1,120,000. Each of these loans is unsecured and due on demand with 3% interest per annum. During the three months ended March 31, 2012, the Company received payment from ACI to pay off the $1,120,000 loan.As of March 31, 2012, total notes receivable from related parties were $200,000. The Company accrued interest receivables in the amount of $2,552 as of March 31, 2012. Each of the borrowers is a wholly owned subsidiary of Hybrid Kinetic Group Ltd., which is also the parent of our controlling stockholder, Far East Golden Resources. Hybrid Kinetic Group Ltd. guaranteed each of the loans.
NOTE 4 – NOTES PAYABLE
During the three months ended March 31, 2012, the Company has received an l over-payment from ACI to $156,041. This loan is interest-free and it is due on demand.
NOTE 5 – ACCRUED EXPENSES
During the year ended December 31, 2011, the Company has accrued director fee in the amount of $60,000 and accrued expenses related to an issuance of the convertible note back in 2009 in the amount of $10,657. Together with the accrued interest from the Theory Capital Corp. note, total accrued expenses as of March 31, 2012 are $70,658.
NOTE 6 – COMMITMENT AND CONTINGENCIES
Mining Lease
The Company is required under the terms of our property lease to make annual lease payments. The Company is also required to make annual claim maintenance payments to Federal Bureau of Land Management and to the county in which its property is located in order to maintain its rights to explore and, if warranted, to develop its property. If the Company fails to meet these obligations, it will lose the right to explore for gold on its property.
The Company’s property lease is for an initial period of ten years from May 2007 and may be extended in five year increments for up to a total term of 99 years. The Company may terminate this lease at any time. Until production is achieved, the Company’s lease payments (deemed “advance minimum royalties”) consist of an initial payment of $5,000, which was made upon the effectiveness of the lease, followed by annual payments according to the following schedule:
Due Date of Advance Minimum Royalty Payment |
| Amount of Advance Minimum Royalty Payment |
| |
January 15, 2008 (paid) |
| $ | 10,000 |
|
January 15, 2009 (paid) |
| $ | 15,000 |
|
January 15, 2010 (paid) |
| $ | 30,000 |
|
January 15, 2011 (paid) |
| $ | 45,000 |
|
January 15, 2012 and annually thereafter during the term of the lease |
| The greater of $60,000 or the dollar equivalent of 90 ounces of gold. |
|
10
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
In the event that the Company produces gold or other minerals from the leased Tempo claims, the Company’s lease payments will be the greater of (i) the advance minimum royalty payments according to the table above, or (ii) a production royalty equal to 4% of the gross sales price of any gold, silver, platinum or palladium that we recover plus 2% of the gross sales price of any other minerals that the Company recovers. The Company’s lease expressly states that we have no rights to any oil, gas, hydrocarbons and geothermal resources that may be found on the property. Under certain conditions, the lessor may elect to take its production royalty in cash rather than in kind. In the event that the Company produces gold or other minerals from Tempo and pay the lessor a production royalty, then, within any one calendar year, the Company may use 100% of that year’s advance royalty payment as a credit against the Company’s royalties payable for that year. If the Company’s royalty payments payable for that year are greater than the Company’s advance royalty payment paid for that year, then the Company can credit all advance minimum royalty payments made in previous years against 50% of the production royalty payable for that year.
In the event that the Company pays the lessor a production royalty, the Company has the option to repurchase up to two points of the royalty payable on gold, silver, platinum or palladium, which would have the effect of thereafter permanently reducing the lessor’s production royalty on gold, silver, platinum or palladium from 4% to 2% of the Company’s gross sales price for those minerals. The purchase price for each royalty “point” shall be according to the following schedule:
Royalty Point Purchased |
| Price |
First 1% | $ | 1,500,000 |
Second 1% | $ | 3,000,000 |
The Company cannot purchase the remaining 2% production royalty on gold, silver, platinum or palladium or the 2% production royalty applicable to all other minerals.
The Company’s lease required us to perform $50,000 worth of physical work on the property for 2009. Starting in 2010 and thereafter, the Company must perform a minimum of $50,000 worth of work annually on the property, of which at least $25,000 is physical work. Work performed in any year in excess of these amounts is carried forward to offset the obligation in future years. The Company met its commitment for 2010 but did not do so for 2011.
The Company is required to make annual claim maintenance payments to the Bureau of Land Management and to the counties in which its property is located. If the Company fails to make these payments, it will lose its rights to the property. As of the date of this Report, the annual maintenance payments are approximately $155 per claim, consisting of payments to the Bureau of Land Management and to the counties in which the Company’s properties are located. The Company’s property consists of an aggregate of 206 lode claims. The aggregate annual claim maintenance costs are currently approximately $32,000.
On March 31, 2012, the Company received a notice from the Committee on Foreign Investment in the United States (CFIUS) of the Department of the Treasury that an agency notice has been filed with regard to Far East Golden Resources Investment Limited’s acquisition of 88.4 percent of the outstanding common shares of the Company. On April 26, 2012, the Company received another notice from CFIUS that CFIUS is undertaking an investigation of that transaction. Further, it is indicated that the investigation will be completed no later than June 11, 2012. The Company has promptly responded to CFIUS’ inquiries and the outcome is yet to be determined..
NOTE 7 – FAIR VALUE MEASUREMENTS
Effective January 1, 2009, the Company adopted new fair value accounting guidance. The adoption of the guidance was limited to financial assets and liabilities and did not have a material effect on the Company’s financial condition or results of operations.
The guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact business and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The guidance establishes three levels of inputs that may be used to measure fair value:
11
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
Level 1— Quoted prices in active markets for identical assets or liabilities.
Level 2— Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3— Unobservable inputs to the valuation methodology that is significant to the measurement of fair value of assets or liabilities.
Assets Measured at Fair Value on a Recurring Basis
The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis which were comprised of the following types of instruments as of March 31, 2012:
|
| Total |
| Level 1 |
| Level 2 |
| Level 3 | ||||
|
|
|
|
|
|
|
|
| ||||
Cash (1) |
| $ | 532,221 |
| $ | 532,221 |
| $ | - |
| $ | - |
Total cash equivalents as of March 31, 2012 |
| $ | 532,221 |
| $ | 532,221 |
| $ | - |
| $ | - |
(1)
Included in cash and cash equivalents on the Company's Balance Sheet.
NOTE 8 – RELATED PARTY TRANSACTIONS
Hybrid Kinetic Group Ltd. is the parent of the Company’s controlling stockholder, Far East Golden Resources.
Office services are provided without charge by the primary shareholder of the Company. Such costs are immaterial to the consolidated financial statements and, accordingly, have not been reflected therein.
NOTE 9 – SHAREHOLDERS’ EQUITY
In December 2009, a $100,000 note was issued to Theory Capital Corp. with an interest of 10% per annum until paid in full. The note was due on June 4, 2010 but it was not paid and it is now in default. According to Theory Capital Agreement, upon closing of the private placement offering (“PPO”) on or before the due date, June 4, 2010, the outstanding principal amount of the Note shall automatically, without any action by lender or borrower, be converted into shares of Common Stock, at a price per share (the “Conversion Price”) equal to the price per share of Common Stock paid by investors in the PPO. Even though the convertible note has not been paid, the agreement required the $100,000 need to be automatically converted to common stock when due on June 4, 2010. Currently the common stocks have not been issued as of March 31, 2012; however, the shareholders have the right to claim the common stocks. The Company reclassified the $100,000 Theory convertible notes from notes payable to equity as of December 31, 2010 and the Company needs to issue the common stock for the $100,000 convertible notes soon.
NOTE 10 – CAPITAL STOCK
Contribution of Capital
On February 17, 2010 a shareholder of the Company transferred 66,667 shares of the Company’s common stock from his personal account to an unrelated entity as a payment for investor relations and corporate communication services for the Company. The Company valued these shares at $0.75 per share based on the quoted market price of the shares, resulting in a total value of the shares transferred of $50,000. Accordingly, the Company recorded a contribution of capital in the amount of $50,000 during the year ended December 31, 2010.
12
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
Private Placement Offering
On October 29, 2010 the Company consummated a private placement offering (“the offering”) whereby the Company issued 38,833,356 units at $0.10 per unit for total proceeds of $3,883,337. The proceeds consisted of $3,450,000 in cash, conversions of $313,337 in convertible notes payable, and $120,000 as credit on certain of the Company’s trade payables. Each unit consists of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock at $0.10 per share, exercisable for a period of five years from the date of closing. The offering resulted in the Company undergoing a change in control, with Far East Golden Resources Investment Limited holding 30,000,000 of 43,694,054 (69%) post-offering common shares. The offering warrants were valued using the Black Scholes model using the following assumptions: stock price at valuation, $0.36; strike price, $0.10; risk free rate 0.97%; 5 year average expected warrant term; and volatility of 113%. The Company attributed $2,969,195 of the offering proceeds associated with the transaction to the warrants based on the fair value of the warrants. The fair value of the warrants were accounted for as both an increase to additional paid in capital and as a decrease to additional paid in capital since the warrants were considered an incremental direct cost of raising capital.
In connection with the private placement offering transaction, the Company analyzed the contingent conversion features of the convertible notes and recorded interest expense totaling approximately $300,000 based on the intrinsic values of the convertible notes at the time of conversion and a market price of $0.36 per share.
Other Issuances
On November 18, 2010 the Company’s Board of Directors resolved to issue 150,000 shares of common stock to an independent third-party investor relations firm, as payment for services rendered during 2010. The Company valued these shares at $0.35 per share based on the quoted market price of the shares, resulting in a total value of the shares transferred of $52,500.
Stock Option Awards
On November 5, 2009, the Company’s Board of Directors granted to David Rector, in connection with his appointment as the Company’s Chief Executive Officer, President, Secretary and director, incentive stock options to purchase 66,667 shares of Common Stock at a purchase price of $2.10 per share (the closing bid price quoted on the OTCBB on the date of grant), vesting 100% on December 31, 2010, and expiring November 4, 2014.
On November 16, 2009, the Company’s Board of Directors granted to John N. Braca, in connection with his appointment as a director, non-qualified stock options to purchase 16,667 shares of Common Stock at a purchase price of $1.95 per share (the closing bid price quoted on the OTCBB on the date of grant), vesting 100% on December 31, 2010, and expiring November 15, 2014.
On December 30, 2008, the Board of Directors of the Company adopted, and its stockholders approved, the 2008 Equity Incentive Plan (the “Plan”) which initially provided for incentive award grants of up to 266,667 shares of Common Stock. However, in connection the Company’s 1-for-15 reverse stock split effected in September 2010, with stockholder approval, the Company amended the Plan to increase the total number of shares of Common Stock that may be granted pursuant to awards there under from 266,667 to 3,000,000, and to add a provision for automatic annual increases based on increases in the Company’s capitalization (the “Evergreen Clause”).
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the table below. Expected volatilities are based on implied volatilities from, historical volatility of the Company’s stock, and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given below results from certain groups of employees exhibiting different behavior. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
|
| March 31, 2012 |
| |
Expected volatility |
|
| 294 | % |
Expected dividends |
|
| 0 | % |
Expected term (in years) |
|
| 1 |
|
Risk-free rate |
|
| 0.12 | % |
13
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
A summary of option activity under the Plan as of March 31, 2012, and changes during the year then ended is presented below:
Options |
| Shares |
|
| Weighted- Average Exercise Price |
|
| Weighted- Average Remaining Contractual Term |
|
| Aggregate Intrinsic Value |
| ||||
Outstanding at December 31, 2011 |
|
| 83,333 |
|
| $ | 2.001 |
|
|
| 3.9 |
|
| $ | - |
|
Granted |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Exercised |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Forfeited or expired |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
Outstanding at March 31, 2012 |
|
| 83,333 |
|
| $ | 2.001 |
|
|
| 3.9 |
|
| $ | - |
|
Exercisable at March 31, 2012 |
|
| 83,333 |
|
| $ | 2.001 |
|
|
| 3.9 |
|
| $ | - |
|
The weighted-average grant-date fair value of options granted during the years ended March 31, 2012 and 2011 was both $0.
The Company recorded $0 stock-based compensation for the three months ended March 31, 2012 and there was no change to the Company’s non-vested shares as of three months ended March 31, 2012.
Warrants
A summary of warrant activity as of March 31, 2012, and changes during the year then ended is presented below:
Warrants |
|
Shares |
| |
Outstanding at December 31, 2011 |
|
| 37,966,653 |
|
Granted |
|
| - |
|
Exercised |
|
| - |
|
Forfeited or expired |
|
| - |
|
Outstanding at March 31, 2012 |
|
| 37,966,653 |
|
Exercisable at March 31, 2012 |
|
| 37,966,653 |
|
NOTE 11 – OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
The Company has not entered into any transactions with unconsolidated entities whereby it has financial guarantees, subordinated retained interests, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company.
NOTE 12 – GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
14
NEVADA GOLD HOLDINGS, INC.
(An Exploration Stage Company)
Notes to the Unaudited Consolidated Financial Statements
For the three months ended March 31, 2012 and 2011
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
NOTE 13 – SUBSEQUENT EVENTS
Management has reviewed material events subsequent to the three months ended March 31, 2012 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosures are required.
15
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Going Concern
The Company’s unaudited consolidated financial statements presented herein are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
Results of Operations
Three Months Ended March 31, 2012, compared to Three Months Ended March 31, 2011
Revenues and Other Income
During the three month period ended March, 2012, the Company remained in the exploration stage and we did not realize any revenues from operations. Similarly, we have not realized any revenues from operations during the period from inception through March 31, 2012.
Expenses
Operating expenses totaled $565,519 in the three-month period ended March 31, 2012, an increase of $331,062 compared to the $234,457 of operating expenses incurred during the three-month period ended March 31, 2011 due to an increase of general and administrative expenses.
Net Losses
As a result of the foregoing, the Company incurred a net loss of $563,809, or ($0.01) per share, for the three months ended March 31, 2012, compared to a net loss of $228,595, or ($0.01) per share, for the corresponding period ended March 31, 2011.
Liquidity and Capital Resources
As of March 31, 2012, we have $532,221 of cash on hand.
We estimate our general and administrative, and exploration direct costs will require approximately $1,500,000 for the 2012 calendar year exclusive of any new property acquisition costs and required work agreements on any such property.
We may be unable to secure additional financing on terms acceptable to us, or at all, at times when we need such financing. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities.
16
If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders will be reduced and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our Common Stock. Such securities may also be issued at a discount to the market price of our Common Stock, resulting in possible further dilution to the book value per share of Common Stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide disclosure under this Item 3.
Item 4.
Controls and Procedures.
Under the supervision and with the participation of our principal financial and executive officers, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of March 31, 2012 (the “Evaluation Date”). Based on this evaluation, such officers concluded as of the Evaluation Date that our disclosure controls and procedures were not effective to ensure that the information relating to us, including our consolidated subsidiaries, required to be disclosed by us in the reports filed or submitted by us under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal financial and executive officers, as appropriate to allow timely decisions regarding required disclosure.
We are a small organization with limited personnel. We were unable to implement an effective system of disclosure controls and procedures as of the Evaluation Date. We expect to develop a system of disclosure controls and procedures in 2012 as we expand our business and develop our mining claims.
With the participation of our principal financial and executive officers, we evaluated any change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There has been no such change in our internal control over financial reporting identified in connection with that evaluation.
PART II—OTHER INFORMATION
Item 1.
Legal Proceedings.
From time to time we may be involved in claims arising in connection with our business. There can be no assurance as to the ultimate outcome of any such claim. The amount of reasonably possible losses in connection with any actions that may be brought against us could be material to our consolidated financial condition, operating results and/or cash flows.
As of the date of this Report, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.
Item 1A.
Risk Factors.
There have been no material changes from Risk Factors as previously disclosed in our 2011 Form 10-K.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
Other than as previously reported in our Current Reports on Form 8-K, we have not sold any of our equity securities during the period covered by this Report.
Item 3.
Defaults upon Senior Securities.
None.
Item 4.
Mine Safety Disclosures.
Neither the Company nor its subsidiary is currently the operator of any mine.
17
Item 5.
Other Information.
None.
Item 6.
Exhibits.
The following Exhibits are being filed with this Quarterly Report on Form 10-Q.
In reviewing any agreements included or incorporated by reference as exhibits to this Quarterly Report on Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
·
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
·
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
·
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
·
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about us may be found elsewhere in this Quarterly Report on Form 10-Q and our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
Exhibit |
|
Number | Description |
31.1* | Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a) |
|
|
31.2* | Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a) |
|
|
32.1* | Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002(This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.) |
|
|
32.2* | Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002(This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.) |
|
|
101*§§ | The following financial information from the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets at March 31, 2012 and December 31, 2011, (ii) the Condensed Consolidated Statements of Operations for the three-month periods ended March 31, 2012 and 2011, and from inception on October 2, 2008 through March 31, 2012, (iii) the Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2012 and 2011, and from inception on October 2, 2008 through March 31, 2012, and (v) Notes to Condensed Consolidated Financial Statements. |
*
Filed/furnished herewith
** To be filed by amendment.
§§
Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.
18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NEVADA GOLD HOLDINGS, INC.
Dated: May 21, 2012
By:
/s/ Jimmy Wang
Jimmy Wang
Controller
(Principal Financial Officer)
19
EXHIBIT INDEX
Exhibit |
|
Number | Description |
|
|
31.1 | Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a) |
|
|
31.2 | Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a) |
|
|
32.1 | Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002(This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.) |
|
|
32.2 | Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002(This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.) |
20