UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2009
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission File Number: 333-140900
UNIVERSAL GOLD MINING CORP.
(Exact name of small business issuer as specified in its charter)
| Nevada | 20-4856983 |
| (State of incorporation) | (IRS Employer Identification No.) |
c/o Gottbetter & Partners, LLP
488 Madison Avenue, New York, NY 10022
(Address of principal executive offices)
(212) 400-6900
(Issuer’s telephone number)
Federal Sports & Entertainment, Inc.
(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 ¨ 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. (Check One):
| | | | | | | |
Large accelerated filer ¨ | | Accelerated filer ¨ | | Non-accelerated filer ¨ | | Smaller reporting company þ |
| | | | | (Do not check if a smaller Reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of April 13, 2009 there were 10,010,000 shares of the issuer’s common stock outstanding.
EXPLANATORY NOTE
Universal Gold Mining Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to its quarterly report on Form 10-Q, which was filed with the Securities and Exchange Commission on April 14, 2009 (the "Original Filing") to restate and reissue its financial statements for the period ended February 28, 2009 contained in the Original Filing. The previously issued statements were reviewed by Moore and Associates Chartered Accountants and Advisors, whose registration was revoked in August of 2009.
The financial statements as of and for the three months ended February 28, 2009 have been restated to: (1) properly record and amortize to interest expense the deferred financing costs associated with the convertible note payable entered into by the Company in September 2008; (2) properly record and amortize to interest income the discount associated with the note receivable entered into by the Company in September 2008: (3) adjust beginning retained earnings and additional paid-in capital for the issuance of shares to directors that were revalued as a consequence of the November 30, 2008 reaudit; (4) adjust beginning retained earnings and general and administrative expense for expenses originally recorded in the 3 month period ended February 28, 2009, but attributable to the year ended November 30, 2008; and (5) reclassify certain payables from accounts payable to Accounts payable – related party and Advances from Shareholder. The related footnote disclosures to the financial statements that were impacted by these restatements have also been amended. The effect of the restatement is further described in Note 6 to the financial statements contained in this Amendment. In addition to the restatements discussed above, this Amendment also amends the information contained in Item 2 of the Original Filing.
Except as described above, no other changes have been made to the Original Filing. Except as described above, this Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the Original Filing or modify or update those disclosures, including any exhibits to the Original Filing affected by subsequent events. Information not affected by the changes described above is unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Amendment No. 1 on Form 10-Q/A should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
UNIVERSAL GOLD MINING CORP. (fka Federal Sports & Entertainment, Inc.)
(A Development Stage Company)
Balance Sheets
| | | As of | | | As of | |
| | | February 28, | | | November 30, | |
| | | 2009 | | | 2008 | |
| | | (Restated) | | | | |
| ASSETS | | | | | | |
| Current Assets | | | | | | |
| Cash | | $ | - | | | $ | - | |
| Note Receivable, net of discount of $99,921 | | | 400,079 | | | | - | |
| Deferred Financing Costs | | | 99,921 | | | | 132,153 | |
| Total Current Assets | | | 500,000 | | | | 132,153 | |
| | | | | | | | | |
| Long Term Assets | | | | | | | | |
| Note Receivable, net of discount of $132,153 | | | - | | | | 367,847 | |
| Total Long Term Assets | | | - | | | | 367,847 | |
| | | | | | | | | |
| Fixed Assets | | | - | | | | - | |
| Total Fixed Assets | | | - | | | | - | |
| | | | | | | | | |
| Total Assets | | $ | 500,000 | | | $ | 500,000 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts Payable | | $ | 4,450 | | | $ | 6,842 | |
| Accounts Payable – related party | | | 1,500 | | | | - | |
| Advances from Shareholder | | | 56,166 | | | | 28,999 | |
| Convertible Note Payable | | | 500,000 | | | | 500,000 | |
| Total Current Liabilities | | | 562,116 | | | | 535,841 | |
| | | | | | | | | |
| Long Term Liabilities | | | - | | | | - | |
| | | | | | | | | |
| Total Liabilities | | | 562,116 | | | | 535,841 | |
| STOCKHOLDERS’ EQUITY (DEFICIT) | | | | | | | | |
| 10,000,000 Preferred Shares authorized at $0.001 par value. | | | | | | | | |
| Zero Preferred Shares issued and outstanding 300,000,000 | | | | | | | | |
Common Shares authorized at $0.001 par value, 10,010,000 and 10,010,000 common shares issued and outstanding as of 2/28/09 and 11/30/08 respectively | | | 10,010 | | | | 10,010 | |
| Additional Paid in Capital | | | 67,590 | | | | 67,590 | |
| Accumulated Deficit during Development Stage | | | (139,716 | ) | | | (113,441 | ) |
| Total Stockholders’ Equity (Deficit) | | | (62,116 | ) | | | (35,841 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT) | | $ | 500,000 | | | $ | 500,000 | |
The accompanying notes are an integral
part of these financial statements.
UNIVERSAL GOLD MINING CORP. (fka Federal Sports & Entertainment, Inc.)
(A Development Stage Company)
Statements of Operations
| | | 3 Months | | | 3 Months | | | | |
| | | Ended February 28, 2009 | | | Ended February 29, 2008 | | | Through February 28, 2009 | |
| | | (Restated) | | | | | | (Restated) | |
| Revenue | | $ | - | | | $ | - | | | $ | - | |
| | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Accounting & Legal Fees | | | 22,118 | | | | 2,000 | | | | 40,538 | |
| Bank Service Charge | | | - | | | | - | | | | 180 | |
| Incorporation | | | - | | | | - | | | | 5,477 | |
| Director Fees | | | - | | | | - | | | 45,100 | |
| Licenses and Permits | | | - | | | | - | | | | 200 | |
| Mineral Expenditures | | | - | | | | 2,500 | | | | 6,750 | |
| Office Expense | | | 4,157 | | | | 180 | | | | 38,015 | |
| Professional Fees | | | - | | | | - | | | | 850 | |
| Transfer Agent fees | | | - | | | | 155 | | | | 1,196 | |
| Total Expenses | | | 26,275 | | | | 4,835 | | | | 138,306 | |
| | | | | | | | | | | | | |
| Other (Income) expense | | | | | | | | | | | | |
| Recognition of an Impairment Loss: | | | | | | | | | | | | |
| Mineral Claims | | | - | | | | - | | | | 1,410 | |
| Interest Expense | | | 32,232 | | | | - | | | 61,241 | |
| Interest Income | | | (32,232 | ) | | | - | | | (61,246 | ) |
| | | | | | | | | | | | | |
| Net Income (Loss) | | $ | (26,275 | ) | | $ | (4,835 | ) | | $ | (139,716 | ) |
| | | | | | | | | | | | | |
| Basic and Diluted Loss per Share | | | (0.00 | ) | | | (0.00 | ) | | | | |
| | | | | | | | | | | | | |
| Weighted Average Number of Common Shares Outstanding | | | 10,010,000 | | | | 5,500,000 | | | | | |
The accompanying notes are an integral
part of these financial statements.
UNIVERSAL GOLD MINING CORP. (fka Federal Sports & Entertainment, Inc.)
(A Development Stage Company)
Statements of Cash Flows
| | | | | | | | | From May 3, 2006 | |
| | | 3 months | | | 3 months | | | | |
| | | Ended | | | Ended | | | | |
| | | February 28, | | | February 28, | | | February 28, | |
| | | 2009 | | | 2008 | | | 2009 | |
| | | (Restated) | | | | | | (Restated) | |
Operating Activities: | | | | | | | | | |
Net Loss | | $ | (26,275 | ) | | $ | (33,441 | ) | | $ | (139,716 | ) |
Amortization of Deferred Financing Costs | | | 32,232 | | | | - | | | | 61,241 | |
Accretion of Discount on Note Receivable | | | (32,232 | ) | | | - | | | | (61,241 | ) |
Share Based Compensation | | | - | | | | - | | | | 45,100 | |
Increase (decrease) in accounts payable and accrued expenses | | | (2,392 | ) | | | 19,564 | | | | 4,450 | |
Increase (decrease) in accounts payable – related party | | | 1,500 | | | | - | | | | 1,500 | |
Net Cash Used in Operating Activities | | | (27,167 | ) | | | (13,877 | ) | | | (88,666 | ) |
| | | | | | | | | | | | | |
Investing Activities: | | | | | | | | | | | | |
Issuance of Note Receivable | | | - | | | | - | | | | (338,838 | ) |
Net Cash Used In Investing Activities | | | - | | | | - | | | | (338,838 | ) |
| | | | | | | | | | | | | |
Financing Activities: | | | | | | | | | | | | |
Proceeds from issuance of common stock | | | - | | | | - | | | | 32,500 | |
Payments on loan from director | | | - | | | | (5,000 | ) | | | - | |
Borrowings on debt, net of costs | | | - | | | | - | | | | 338,838 | |
Advances from Shareholder | | | 27,167 | | | | - | | | | 56,166 | |
Net Cash Provided By (Used In) Financing Activities | | | 27,167 | | | | (5,000 | ) | | | 427,504 | |
Net change in cash | | | - | | | | (18,877 | ) | | | - | |
Cash at Beginning of Period | | | - | | | | 21,499 | | | | - | |
Cash at end of Period | | $ | - | | | $ | 2,622 | | | $ | - | |
| | | | | | | | | | | | | |
Supplemental Disclosure of Cash Flow Information | | | | | | | | | | | | |
Cash paid for: | | | | | | | | | | | | |
Interest Expense | | $ | - | | | $ | - | | | | | |
Income Taxes | | $ | - | | | $ | - | | | | | |
The accompanying notes are an integral
part of these financial statements.
UNIVERSAL GOLD MINING CORP. (FKA FEDERAL SPORTS & ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
February 28, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying 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 position, results of operations, and cash flows at February 28 , 2009 and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in 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 financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2008 Form 10-K filed with the SEC. The results of operations for the period ended February 28, 2009 are not necessarily indicative of the operating results for the full year.
The preparation of 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 2 – GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles 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. The Company has incurred cumulative net losses of $139,716 since its inception. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
UNIVERSAL GOLD MINING CORP. (FKA FEDERAL SPORTS & ENTERTAINMENT, INC.)
(AN DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
February 28, 2009
NOTE 2 – GOING CONCERN (continued)
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
NOTE 3 – NOTE RECEIVABLE
On September 9, 2008, the Company entered into a Securities Purchase Agreement (“SPA”) with Diamond Sports & Entertainment, Inc. (“Diamond Sports”). Under the terms of the SPA, the Company provided net proceeds of $338,838 in bridge financing to Diamond Sports (“Bridge Financing”) in connection with a contemplated merger between the Company and Diamond Sports (the “Merger”), to assist Diamond Sports in meeting its working capital requirements. The Bridge Financing is evidenced by an Unsecured Bridge Loan Promissory Note in the amount of $500,000 from Diamond Sports to the Company (the “Bridge Note”). The Bridge Note is unsecured, is due on December 8, 2009, and bears no stated interest. All obligations under the Bridge Note will be deemed repaid in full and canceled upon the closing of the Merger, otherwise the balance will be repaid in cash. The Bridge Note will be considered a precursor to the merger and is identified on the balance sheet as “Note Receivable,” net of the related discount.
The Company recorded the Bridge Note at the initial advance amount and will accrete the note receivable to the face amount over the note’s term. Interest income recognized during the 2009 period was $32,232. The implicit interest rate is 32% per annum.
NOTE 4 – NOTE PAYABLE
On September 9, 2008, the Company entered into a 0 % Secured Convertible Promissory Note Agreement with John Thomas Bridge and Opportunity Fund, L.P. (hereafter, "John Thomas B.O.F.") Under the terms of the Agreement, the Company borrowed the principal amount of $500,000, which is to be repaid in full on or before December 8, 2009, unless the Promissory Note is converted or redeemed before such date. The Promissory Note is secured by all of the assets of Diamond Sports and its affiliate, Diamond Concessions, LLC. This security interest was subordinated to that of a certain bank providing a pre-existing credit facility to Diamond Sports. Three of the principal officer/director stockholders of Diamond Sports pledged all of their shares of capital stock of Diamond Sports to John Thomas B.O.F. as security for the Company’s obligations under the Promissory Note. The Promissory Note terms grant John Thomas B.O.F. the ability to convert any or all of the outstanding note balance into equity units of the Company, at $1.00 per unit, upon the closing of the merger of the Company with Diamond Sports. Each unit consists of one share of the Company’s common stock, and one-half purchase warrant. The purchase warrants would have an exercise price of $2.00 per share, and expire five years from the date of any conversion.
Upon closing of the merger with Diamond Sports and in addition to the option to convert the Promissory Note into shares of the Company’s stock and warrants, John Thomas B.O.F. is also entitled to receive 500,000 Bridge Shares and 500,000 Bridge Warrants. The Bridge Warrants will have an exercise price of $2.00 per share and an exercise period of 5 years.
The Company paid $161,162 in fees related to the Promissory Note, which has been capitalized as deferred financing costs to be amortized over the term of the Promissory Note.
NOTE 5-RECENT ACCOUNTING PRONOUNCEMENTS
The adoption of recently issued accounting pronouncements did not have a material effect on our financial position or results from operations. We do not expect recently issued accounting pronouncements that are not yet effective will have a material effect on our financial position or results of operations upon adoption.
NOTE 6 – RESTATEMENT
On August 27, 2009, the PCAOB revoked the registration of the Company’s prior auditors, Moore & Associates Chartered. The Company was notified by the SEC that, due to the revocation, a re-audit of the Company’s financial statements for the year ended December 31, 2008 would be required.
On March 1, 2010, the Company’s independent registered public accounting firm informed the registrant that, as a result of the re-audit of the Company’s financial statements for the year ended November 30, 2008, material errors in its previously issued financial statements as of and for the three month period ended February 28, 2009, had been identified. These misstatements require that the financial statements as of and for the three month period ended February 28, 2009 be restated.
Below is a summary of the changes made to the financial statements previously filed as of and for the three months ended February 28, 2009.
| | | As Originally Reported | | | Adjustments | | | As Restated | |
| Deferred financing costs - current | | $ | - | | | | 99,921 | [1] | | $ | 99,921 | |
| Note receivable, net of discount | | | 500,000 | | | | (99,921 | ) [2] | | | (400,079 | ) |
| Accounts payable | | | (62,116 | ) | | | 57,666 | [3] | | | (4,450 | ) |
| Accounts payable – related party | | | | | | | (1,500 | ) [3] | | | (1,500 | ) |
| Advances from shareholders | | | | | | | (56,166 | ) [3] | | | (56,166 | ) |
| Convertible note payable | | | (500,000 | ) | | | | | | | (500,000 | ) |
| Additional paid-in capital | | | (22,490 | ) | | | (45,100 | ) [4] | | | (67,590 | ) |
| (Retained earnings)/accumulated deficit | | | 94,616 | | | | 45,100 | [4] | | | 139,716 | |
| | | | |
| | | As Originally Reported | | | Adjustments | | | As Restated | |
| Office Expense | | $ | 11,000 | | | | (6,843 | ) [5] | | | 4,157 | |
| Interest Expense | | | - | | | | 32,232 | [6] | | | 32,232 | |
| Interest Income | | | - | | | | (32,232 | ) [6] | | | (32,232 | ) |
| Net Loss | | | 33,117 | | | | (6,842 | ) | | | 26,275 | |
| | | | | | | | | | | | | |
| Net loss per common share | | $ | (0.00 | ) | | $ | 0.00 | | | $ | (0.00 | ) |
| Weight average common shares outstanding | | | 10,010,000 | | | | - | | | | 10,010,000 | |
| | [1] | To record deferred financing costs, net of amortization, related to convertible note payable. |
| | [2] | To record discount, net of amortization, related to note receivable. |
| | [3] | To reclassify amounts due related party and advances from shareholders to a separate balance sheet line item. |
| | [4] | To adjust beginning retained earnings and additional paid-in capital for the fair value of shares issued for services in prior year. |
| | [5] | To reduce expenses incurred in prior year, but originally recorded in the three months ended February 28, 2009. |
| | [6] | To record interest expense associated with the amortization of deferred financing costs ([1] above) and interest income associated with the discount on the note receivable ([2] above). |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
We were incorporated under the name Rite Time Mining, Inc. in the State of Nevada on May 3, 2006. We intended to engage in the acquisition, exploration and development of mineral deposits and reserves, but we have been unsuccessful in this area. We have determined that we cannot continue with our business operations as outlined in our original business plan because of a lack of financial results and resources; therefore, although we may return to our intended business operations at a later date, we have redirected our focus towards identifying and pursuing options regarding the development of a new business plan and direction. We intend to explore various business opportunities that have the potential to generate positive revenue, profits and cash flow in order to financially accommodate the costs of being a publicly held company. However, we cannot assure you that there will be any other business opportunities available nor the nature of the business opportunity, nor indication of the financial resources required of any possible business opportunity.
On April 14, 2008, we changed our name to UNIVERSAL GOLD MINING CORP. and increased our authorized capital stock to an aggregate of 310,000,000 shares consisting of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock with preferences and rights to be determined by our Board of Directors. Additionally, our Board of Directors approved a forward stock split in the form of a dividend with a record date of April 25, 2008 and effective on May 6, 2008, as a result of which each share of our Common Stock then issued and outstanding converted into two shares of our Common Stock. All share amounts have been retroactively restated for the share split.
On September 9, 2008, we closed an offering of $500,000 principal amount of our 0% Secured Convertible Promissory Notes (the “Investor Notes”) 1 . We used the net proceeds of $338,838 from the Investor Notes to provide bridge financing to Diamond Sports & Entertainment, Inc. (“Diamond Sports”) to assist Diamond Sports in meeting its working capital requirements. Diamond Sports entered into a term sheet with Gottbetter Capital Group, Inc. dated December 12, 2007, as amended, pursuant to which it is contemplated that a newly-formed, wholly-owned subsidiary of the Company will merge with and into Diamond Sports (the “Merger”), as a result of which we will acquire all of the issued and outstanding capital stock of Diamond Sports and Diamond Sports will become a wholly-owned subsidiary of ours. Diamond Sports is a private family entertainment company engaged in the business of professional minor league baseball. At this stage, no definitive terms have been agreed to with respect to the proposed Merger. Neither we nor Diamond Sports is currently bound to proceed with the Merger and there can be no assurance that the Merger will take place.
1. As more fully discussed in our Form 8-K filed with the Securities and Exchange Commission on September 15, 2008 (File No. 140900).
We are not currently engaging in any product research and development and have no plans to do so in the foreseeable future. We have no present plans to purchase or sell any plant or significant equipment. We also have no present plans to add employees although we may do so in the future if we engage in any merger or acquisition transactions.
Results of Operations
Revenues
We have had no revenues since our inception.
Expenses
Net Loss
We incurred a net loss for the three months ended February 28, 2009 and 2008 of $26,275 and $4,835, respectively. The increase in net loss was directly attributable to the increase in our operating expenses.
Liquidity and Capital Resources
At February 28, 2009, the end of our first quarter, we had working capital of negative $62,116 compared to negative working capital of $403,688 at November 30, 2008, the end of our last fiscal year. Current liabilities increased to $562,116 at February 28, 2009 from $535,841 at November 30, 2008. Current assets increased to $500,000, from $132,153 at November 30, 2008, due to the current classification of our Note Receivable from Diamond Sports & Entertainment.
Although we have minimal operating costs and expenses at the present time due to our limited business activities, we believe that we will have to raise cash to meet our operating expenses for the next three months. After such time, we will need to raise additional financing for us to continue our operations. This financing may take the form of additional sales of our equity or debt securities or loans from our sole officer or others. We have not made any decisions with respect to such financing. There can be no assurance that we will be successful in obtaining additional funding in amounts or on terms acceptable to us, if at all. If we are unable to raise funding as necessary, we may not be able to accomplish the goals and objectives of our business plan.
Off-Balance Sheet Arrangements
We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls Procedures
Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.
As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above as a result, in part, of the necessity that the previously issued financial statements and the current quarterly financial statements were required to be restated, not having an audit committee and having one individual serve as our sole officer and director, our management, including our principal executive and accounting officer, has concluded that, as of February 28, 2009, our disclosure controls and procedures are not operating effectively.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
Officers’ Certifications
Appearing as exhibits to this quarterly report are “Certifications” of our Chief Executive and Financial Officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the Quarterly Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Item 6. Exhibits
| Exhibit No. | | Description |
| 31.1/31.2 | | Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 32.1/32.2 | | Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to 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.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 22, 2010 | UNIVERSAL GOLD MINING CORP. |
| | | |
| | By: | /s/ David Rector |
| | | Name: | David Rector |
| | | Title: | Chief Executive Officer and Principal Financial Officer |
