UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
| FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008 | |
| OR | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
Commission file number 333-144051
EVEREST RESOURCES CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
9567 Nairn Place
Surrey, British Columbia
Canada V3V 6Y4
(Address of principal executive offices, including zip code.)
(604) 805-3438
(telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,600,000 as of May 7, 2008.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| Everest Resources Corp. | |
| (An Exploration Stage Company) | |
| March 31, 2008 | |
| Index | |
| Balance Sheets | F-1 |
| Statements of Operations | F-2 |
| Statements of Cash Flows | F-3 |
| Notes to the Financial Statements | F-4 |
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| Everest Resources Corp. | ||||
| (An Exploration Stage Company) | ||||
| Balance Sheets | ||||
| (Expressed in US dollars) | ||||
| March 31, | June 30, | |||
| 2008 | 2007 | |||
| $ | $ | |||
| (unaudited) | ||||
| ASSETS | ||||
| Current Assets | ||||
| Cash | 38,089 | 70,065 | ||
| Prepaid expenses | – | 5,000 | ||
| Total Assets | 38,089 | 75,065 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current Liabilities | ||||
| Accounts payable | 5,523 | – | ||
| Total Liabilities | 5,523 | – | ||
| Contingencies and Commitments (Notes 1 and 3) | ||||
| Stockholders’ Equity | ||||
| Preferred Stock | ||||
| Authorized: 100,000,000 shares, par value $0.00001 | ||||
| Issued and outstanding: nil | – | – | ||
| Common Stock | ||||
| Authorized: 100,000,000 shares, par value $0.00001 | ||||
| Issued and outstanding: 6,600,000 shares (June 30, 2007 – 5,000,000) | 66 | 50 | ||
| Additional Paid-in Capital | 79,984 | – | ||
| Common Stock Subscribed (Note 5) | – | 80,000 | ||
| Donated Capital (Note 4) | 10,200 | 4,800 | ||
| Deficit Accumulated During the Exploration Stage | (57,684 | ) | (9,785 | ) |
| Total Stockholders’ Equity | 32,566 | 75,065 | ||
| Total Liabilities and Stockholders’ Equity | 38,089 | 75,065 | ||
The accompanying notes are an integral part of these financial statements.
F-1
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| Everest Resources Corp. | ||||||||||
| (An Exploration Stage Company) | ||||||||||
| Statements of Operations | ||||||||||
| (Expressed in US dollars) | ||||||||||
| (Unaudited) | ||||||||||
| For the | ||||||||||
| Accumulated From | Period From | |||||||||
| November 8, 2006 | Three Months | Three Months | Nine Months | November 8, 2006 | ||||||
| (Date of Inception) | Ended | Ended | Ended | (Date of Inception) | ||||||
| to March 31, | March 31, | March 31, | March 31, | to March 31, | ||||||
| 2008 | 2008 | 2007 | 2008 | 2007 | ||||||
| $ | $ | $ | $ | $ | ||||||
| Revenue | – | – | – | – | – | |||||
| Expenses | ||||||||||
| General and administrative | 3,196 | (23 | ) | 194 | 2,711 | 247 | ||||
| Impairment of mineral property costs (Note 3) | 1,000 | – | – | – | – | |||||
| Management fees (Note 4) | 8,500 | 1,500 | 1,500 | 4,500 | 2,500 | |||||
| Mineral property costs (Note 3) | 4,356 | – | – | 856 | – | |||||
| Professional fees | 38,932 | 4,486 | – | 38,932 | – | |||||
| Rent (Note 4) | 1,700 | 300 | 300 | 900 | 500 | |||||
| Total Expenses | 57,684 | 6,263 | 1,994 | 47,899 | 3,247 | |||||
| Net Loss | (57,684 | ) | (6,263 | ) | (1,994 | ) | (47,899 | ) | (3,247 | ) |
| Net Loss Per Share – Basic and Diluted | – | – | (0.01 | ) | – | |||||
| Weighted Average Common Shares Outstanding | 6,600,000 | 5,000,000 | 6,257,000 | 4,825,000 | ||||||
The accompanying notes are an integral part of these financial statements.
F-2
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| Everest Resources Corp. | ||||
| (An Exploration Stage Company) | ||||
| Statements of Cash Flows | ||||
| (Expressed in US dollars) | ||||
| (Unaudited) | ||||
| For the period from | ||||
| Nine Months | November 8, 2006 | |||
| Ended | (Date of Inception) | |||
| March 31, | To March 31, | |||
| 2008 | 2007 | |||
| $ | $ | |||
| Operating Activities | ||||
| Net loss for the period | (47,899 | ) | (3,247 | ) |
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||
| Donated expenses | 5,400 | 3,000 | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | 5,000 | – | ||
| Accounts payable | 5,523 | – | ||
| Net Cash Used in Operating Activities | (31,976 | ) | (247 | ) |
| Financing Activities | ||||
| Proceeds from issuance of common stock | – | 50 | ||
| Common stock subscribed | – | 28,000 | ||
| Net Cash Provided by Financing Activities | – | 28,050 | ||
| Increase (Decrease) in Cash | (31,976 | ) | 27,803 | |
| Cash – Beginning of Period | 70,065 | – | ||
| Cash – End of Period | 38,089 | 27,803 | ||
| Supplemental Disclosures: | ||||
| Interest paid | – | – | ||
| Income taxes paid | – | – | ||
The accompanying notes are an integral part of these financial statements.
F-3
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Everest Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2008
(Expressed in US dollars)
(Unaudited)
| 1. | Nature of Operations and Continuance of Business | |
Everest Resources Corp. (the “Company”) was incorporated in the State of Nevada on November 8, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable. | ||
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2008, the Company has accumulated losses of $57,684 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorde d asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | ||
On October 4, 2007, the Company filed an amended SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective on October 9, 2007 to register 1,600,000 shares of common stock for sale by the existing shareholders of the Company at $0.05 per share until the shares are quoted on the OTC Bulletin Board (“OTCBB”), and thereafter at prevailing market prices. The Company will not receive any proceeds from the shares sold by the selling shareholders. | ||
| 2. | Significant Accounting Policies | |
| a) | Basis of Presentation | |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year- end is June 30. | ||
| b) | Interim Financial Statements | |
The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-QSB. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended June 30, 2007, included in the Company’s amended SB-2 filed on October 4, 2007 with the SEC. | ||
F-4
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Everest Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2008
(Expressed in US dollars)
(Unaudited)
| 2. | Significant Accounting Policies (continued) | |
| b) | Interim Financial Statements (continued) | |
The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at March 31, 2008 and June 30, 2007, and the consolidated results of its operations and consolidated cash flows for the three months ended March 31, 2008 and 2007. The results of operations for the nine months ended March 31, 2008 are not necessarily indicative of the results to be expected for future quarters or the full year. | ||
| c) | Use of Estimates | |
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
| d) | Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | ||
| e) | Financial Instruments | |
The fair value of financial instruments, which includes cash and accounts payable were estimated to approximate their carrying values due to the immediate or short-term maturities of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. | ||
F-5
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Everest Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2008
(Expressed in US dollars)
(Unaudited)
| 2. | Significant Accounting Policies (continued) | |
| f) | Foreign Currency Translation | |
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. | ||
| g) | Comprehensive Loss | |
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||
| h) | Mineral Property Costs | |
The Company has been in the exploration stage since its formation on November 8, 2006, and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property 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 amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. | ||
| i) | Long-lived Assets | |
In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expe ctation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. | ||
F-6
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Everest Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2008
(Expressed in US dollars)
(Unaudited)
| 2. | Significant Accounting Policies (continued) | |
| i) | Long-lived Assets (continued) | |
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | ||
| j) | Income Taxes | |
The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. | ||
| k) | Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (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. At March 31, 2008, there are no dilutive potential common shares. | ||
| l) | Stock-based Compensation | |
The Company records stock-based compensation in accordance with SFAS 123(R) “Share Based Payments”,using the fair value method. The Company has not issued any stock options since its inception. | ||
| m) | Recently Issued Accounting Pronouncements | |
In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required | ||
F-7
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Everest Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2008
(Expressed in US dollars)
(Unaudited)
| 2. | Significant Accounting Policies (continued) | |
| m) | Recently Issued Accounting Pronouncements (continued) | |
to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements. | ||
In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R,“Business Combinations”.This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal y ears, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements. | ||
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements. | ||
In February 2007, the FASB issued SFAS No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”.This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115“Accounting for Certain Investments in Debt and Equity Securities”applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157,“Fair Value Measurements”.The adoption of this statement is not expected to have a material effect on the Company's financial statements. | ||
F-8
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Everest Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
March 31, 2008
(Expressed in US dollars)
(Unaudited)
| 2. | Significant Accounting Policies (continued) | |
| m) | Recently Issued Accounting Pronouncements (continued) | |
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a materia l effect on the Company's financial statements. | ||
| 3. | Mineral Property | |
On June 27, 2007, the Company acquired a 100% interest in certain mineral claims located in Okanagan Region, British Columbia, Canada, known as the SM Mineral Claims, in consideration of $1,000. The Company intends to conduct a program of mineral exploration on the SM Mineral Claims. The exploration program will include detailed prospecting, mapping, and soil sampling to explore the SM Mineral Claims at a total estimated cost of $60,000. As at June 30, 2007, the Company incurred a total of $4,356 for mineral property costs and recorded an impairment loss of $1,000 on the acquisition of the mineral property as there has been no certainty that the acquired mineral claim can be economically developed or contains proven or probable reserves. | ||
| 4. | Related Party Transactions | |
During the nine month period ended March 31, 2008, the Company recognized a total of $4,500 (2007 - $2,500) for management services at $500 per month and $900 (2007 - $500) for rent at $100 per month provided by the President of the Company. | ||
| 5. | Common Stock | |
| a) | On August 28, 2007, the Company issued 1,600,000 shares of common stock at $0.05 per share for proceeds of $80,000. | |
| b) | On November 13, 2006, the Company issued 5,000,000 shares of common stock to the President of the Company at $0.00001 per share for cash proceeds of $50. | |
F-9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This Form 10-Q for the period ended March 31, 2008 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 states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business activities.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals, however, there is no guarantee that we will find any minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time was an investment by others in our completed private placement. We believe the cash we raised will allow us to stay in business for at least one year. Our success or failure will be determined at least in part by what we find under the ground.
To meet our need for cash we raised money from our private placement. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.
Our officers and sole director are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.
We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.
We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of our prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a reserve and we have determined it is economical to extract the minerals from the land.
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We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.
If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we don’t know what we will do and we don’t have any plans to do anything.
We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.
Results of Operations
From Inception on November 8, 2006 to September 30, 2007
We acquired the right to explore one property containing one claim. We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Mr. Sidhu has registered the property in his name.
Location and Access
The property is comprised of nine contiguous cells totaling 471 acres. The property is located at latitude is 49° 0’ 30" N and longitude 119° 33’ 30" W. The claim is motor vehicle accessible from the Town of Osoyoos, British Columbia by traveling 2 miles west along Highway #3 and then traveling south past Kilpoola Lake for approximately 4.5 miles by gravel ranch roads to the mineral claim.
The property is accessible by traveling west of the Town of Osoyoos, British Columbia, on Provincial Highway #3 for two miles to the Blue and Kilpoola Lakes cut-off. At this point a gravel ranch road traveling south is taken for 4.5 miles to the property.
The Town of Osoyoos, British Columbia which lies seven miles by road east of the mineral claim offers much of the necessary infrastructure required to base and carry-out an exploration program such as accommodations, communications, some equipment and supplies. Osoyoos, British Columbia is highway accessible from Vancouver, British Columbia in a few hours by traveling 300 miles over the Hope-Princeton Provincial Highway #3. The overnight Greyhound bus service is a popular way to send-in samples and to receive specialty equipment and supplies.
Physiography
The property lies within the Dry Interior Belt of British Columbia and experiences about 15" of precipitation annually of which about 20% may occur as a snow equivalent. The summers can experience hot weather while the winters are generally mild and last from December through March.
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Much of the Okanogan Plateau area hosts patchy conifer cover of western yellow pine (ponderosa pine) and Douglas fir mingled with open range and deciduous groves of aspen and cottonwood. The general area supports a modestly active logging industry. Mining holds an historical and contemporary place in the development and economic well being of the area. Many exploration projects are underway in the general area.
The property area ranges in elevation from 2,600 feet to 3,200 feet above sea level. The physiographic setting of the property can be described as moderately rounded, open range, plateau terrain that has been surficially altered both by the erosional and the depositional (drift cover) effects of glaciation. Thickness of drift cover in the valleys may vary considerably. The property area lies on the western side of the Okanogan valley containing a series of north to south draining, large freshwater lakes. In the immediate area of the mineral claim there are occurrences of a number of small freshwater lakes and mineral-rich potholes.
Regional Geology
The general property area is underlain by northwest trending metamorphic rocks assigned to the Kobau Group thought to be of Carboniferous period age. These units occur mainly as quartzite, schist and greenstone and appear mainly derived from sedimentary rocks. These older units are cut in many places by Jurassic-Cretaceous aged Nelson Plutonic Rocks that exhibit a wide range in composition.
Local Geology
The property is situated in the Intermontane Belt of south-western British Columbia at the southern-end of the Thompson plateau. The oldest rocks observed in the local area are those of the Paleozoic era, Carboniferous period age Kobau Group. These units are observed to be in contact with or intruded by younger Nelson Plutonic Rocks.
Property Geology
The geology of the property may be described as being underlain by metamorphic units of the Kobau Group that are observed to be intruded by Nelson Plutonic Rocks mainly as syenites. Some or all of these units may be found to host economic mineralization.
Mineralization
Within the general area there appears pyrite-pyrrhotite-chalcopyrite mineralization as mesothermal replacements or vein-type of occurrences that lie peripheral to the porphyry-type occurrence in the enclosing and underlying intrusives and the overlying volcanic tuffs (volcanic skarn). These occurrences appear in the massive volcanic units and in medium grain-sized intrusive rock within steeply dipping to vertical fissure/fault zones with some dissemination in the adjacent wallrock. Alteration accompanying the pyritization appears as epidote-chlorite-calcite-(sericite)-magnetite, or a propylitic alteration assemblage.
History of Previous Work
To our knowledge, there has never been exploration activity on the property.
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Our Proposed Exploration Program
We are prospecting for gold. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease activities and you will lose your investment. We plan to be able to delineate a mineralized body, if one exists. If our initial exploration program, within nine months of beginning exploration.
We do not own any interest in any property, but merely have the right to conduct exploration activities on one property.
In addition, we may not have enough money to complete our exploration of the property. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and cannot raise it, we will have to suspend or cease activities.
We must conduct exploration to determine what amount of minerals, if any, exist on the property and if any minerals which are found can be economically extracted and profitably processed.
The property is undeveloped raw land. Detailed exploration and surveying has not been initiated and will not be initiated until we raise money in this offering. That is because we do not have money to start exploration. Once the offering is concluded, we intend to start exploration activities. To our knowledge, no previous exploration activities have taken place on the property. The only event that has occurred is the registration of the property by Mr. McLeod and a physical examination of the property. Mr. McLeod examined the surface and took samples. The samples did not reveal anything other than the samples were sedimentary rock containing quartz. We have not developed any quality assurance/quality control protocols for our exploration program. We are small and are just trying to find out what is beneath the surface of the property. Mr. McLeod used a hammer, pick and sack to take samples. While Mr. McLeo d is a geologist, he is not an engineer, and accordingly his area of expertise is limited to geological matters. Mr. McLeod did not use any previous filed reports on the property. Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.
We do not know if we will find mineralized material.
From October 1, 2007 to March 31, 2008
We did not conduct any operations in the quarter ending March 31, 2008. We intend to initiate operations in the summer of 2008, weather permitting.
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In the quarter ending March 31, 2008 we had no revenues and $6,263 in expenses. The expenses were comprised of the following: $1,500 for management fees; $4,486 for professional fees; and, $300 for rent.
Milestones
The following are our milestones for the next twelve months:
1.Retain our consultant to manage the exploration of the property.Detailed prospecting and mineralization mapping, followed by soil sampling and analyses. This phase may take up to two months to complete. The cost estimate for this activity, including retaining our consultant, is estimated to be $7,500.00.
2. Next we intend we intend to conduct magnetometer and electromagnetic, grid controlled surveys over the areas of interest as determined by the soil sampling and analysis. This program is expected to take three months to complete. Included in this estimated cost are transportation, accommodation, board, grid installation, both of the geophysical surveys, maps and report. The cost is anticipated to be $7,500.00.
3. Finally, we intend to induce polarization survey over grid controlled anomalous areas of interest outlined by the above fieldwork. Core drilling to follow.We plan to drill 15 holes to a depth of 100 feet. The total cost will be $30,000. Core drilling will be subcontracted to non-affiliated third parties. No power source is needed for core drilling. The drilling rig operates on diesel fuel. All electric power needed, for light and heating while on the property will be generated from gasoline powered generators. We intend to have an independent third party analyze the samples from the core drilling. Determine if mineralized material is below the ground. If mineralized material is found, define the body. We estimate that it will cost $4,500 to analyze the core samples and will take 30 days.This program is estimated to take one month to complete and includes assays, detailed maps and reports. We have allocated $45,000.00 for this phase.
All funds for the foregoing activities have been obtained from our private placement.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price increases in services.
To become profitable and competitive, we will conduct exploration of our properties before we start production of any minerals we may find.
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We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.
Liquidity and Capital Resources
As of the date of this report, we have yet to generate any revenues from our business activities.
We issued 5,000,000 restricted shares of common stock through a private placement pursuant to Regulation S of the Securities Act of 1933 to Mr. Sidhu, one of our officers and our sole member of our board of directors in November 2006, in consideration of $50. We also sold 100,000 restricted shares of common stock to Mr. Dhami, our vice president in consideration of $5,000. The shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.
In June 2007, we completed a private placement of 1,600,000 restricted shares of common stock at a price of $0.05 per share, pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 and raised $75,000. All of the shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.
As of March 31, 2008, our total assets were $38,089 and our total liabilities were $5,523.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures- Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
Internal Controls Over Financial Reporting- We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of | |
| 1934, as amended. | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
| the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 8thday of May, 2008.
| EVEREST RESOURCES CORP. | ||
| (Registrant) | ||
| BY: | GARY SIDHU | |
| Gary Sidhu, President, Principal Executive | ||
| Officer, Secretary, Treasurer, Principal | ||
| Financial Officer, Principal Accounting | ||
| Officer, and sole member of the Board of | ||
| Directors. | ||
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EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of | |
| 1934, as amended. | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of |
| the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). | |
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