EDGEMONT MINING 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.
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
EDGEMONT MINING INC.
EDGEMONT MINING INC. (An Exploration Stage Company) | |
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| Assets | |
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| | | January 31, | | | April 30, | |
| | | 2009 | | | 2008 | |
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| Current Assets | | | | | | |
| Cash | | $ | 17 | | | $ | 338 | |
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| Total Assets | | $ | 17 | | | $ | 338 | |
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| Liabilities | |
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| Current Liabilities | | | | | | | | |
| Accounts payable and accrued liabilities | | $ | 1,571 | | | $ | 2,831 | |
| Loan from related party | | | 27,478 | | | | 2,500 | |
| Total Current Liabilities | | | 29,049 | | | | 5,331 | |
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| Stockholders’ Equity | | | | | | | | |
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| Capital stock | | | | | | | | |
Authorized: 75,000,000 common shares with a par value of $0.001 | | | | | | | | |
| Issued and outstanding: | | | | | | | | |
| 2,200,000 common shares as of April 30, 2008 | | | 2,200 | | | | 2,200 | |
| Additional paid-in-capital | | | 22,800 | | | | 22,800 | |
| Deficit accumulated during the exploration stage | | | (54,032 | ) | | | (29,993 | ) |
| Total stockholders’ equity | | | (29,032 | ) | | | (4,993 | ) |
| Total liabilities and stockholders’ equity | | $ | 17 | | | $ | 338 | |
Nature and continuance of operations (Note 1)
See Accompanying Notes
EDGEMONT MINING INC. (An Exploration Stage Company) (Unaudited) | |
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| | | Nine Months Ended January 31, 2009 | | | Nine Months Ended January 31, 2008 | | | Three Months Ended January 31, 2009 | | | Three Months Ended January 31, 2008 | | | Cumulative from April 4, 2006 (Inception) to January 31, 2009 | |
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| Bank charges | | $ | 57 | | | $ | 59 | | | $ | 18 | | | $ | 18 | | | $ | 228 | |
| Mineral property | | | - | | | | 2,111 | | | | - | | | | - | | | | 7,111 | |
| Office expenses | | | - | | | | - | | | | - | | | | - | | | | 550 | |
| Professional fees | | | 11,010 | | | | 14,954 | | | | 2,450 | | | | 6,500 | | | | 30,496 | |
| Transfer and filing fees | | | 12,972 | | | | 762 | | | | 310 | | | | 762 | | | | 15,647 | |
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| Net loss | | $ | (24,039 | ) | | $ | (17,886 | ) | | $ | (2,778 | ) | | $ | (7,280 | ) | | $ | (54,032 | ) |
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| Loss per share – Basic and diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| Weighted Average Number of Common Shares Outstanding | | | 2,200,000 | | | | 2,200,000 | | | | 2,200,000 | | | | 2,200,000 | | | | | |
See Accompanying Notes
EDGEMONT MINING INC. (An Exploration Stage Company) (Unaudited) | |
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| | | Number of Common Shares | | | Par Value | | | Additional Paid-in- Capital | | | Deficit accumulated During the exploration stage | | | Total | |
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| Balance, April 4, 2006 | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Net loss | | | | | | | | | | | | | | | (550 | ) | | | (550 | ) |
| Balance, April 30, 2006 (Audited) | | | - | | | | - | | | | - | | | | (550 | ) | | | (550 | ) |
| May 19, 2006 | | | | | | | | | | | | | | | | | | | | |
| Issued for cash at $0.001 | | | 1,000,000 | | | | 1,000 | | | | - | | | | - | | | | 1,000 | |
| May 31, 2006 | | | | | | | | | | | | | | | | | | | | |
| Issued for cash at $0.02 | | | 1,150,000 | | | | 1,150 | | | | 21,850 | | | | - | | | | 23,000 | |
| December 1, 2006 | | | | | | | | | | | | | | | | | | | | |
| Issued for cash at $0.02 | | | 50,000 | | | | 50 | | | | 950 | | | | | | | | 1,000 | |
| Net loss | | | | | | | | | | | | | | | (7,308 | ) | | | (7,308 | ) |
| Balance, April 30, 2007 | | | 2,200,000 | | | $ | 2,200 | | | $ | 22,800 | | | $ | (7,858 | ) | | $ | 17,142 | |
| Net loss | | | | | | | | | | | | | | | (22,135 | ) | | | (22,135 | ) |
| Balance, April 30, 2008 | | | 2,200,000 | | | $ | 2,200 | | | $ | 22,800 | | | $ | (29,993 | ) | | $ | (4,993 | ) |
| Net loss | | | | | | | | | | | | | | | (24,039 | ) | | | (24,039 | ) |
| Balance, January 31, 2009 | | | 2,200,000 | | | $ | 2,200 | | | $ | 22,800 | | | | (54,032 | ) | | $ | (29,032 | ) |
See Accompanying Notes
EDGEMONT MINING INC. (An Exploration Stage Company) (Unaudited) | |
| | | | | | | | | | | | | | | | |
| | | Nine Months Ended January 31, 2009 | | | Nine Months Ended January 31, 2008 | | | Three Months Ended January 31, 2009 | | | Three Months Ended January 31, 2008 | | | Cumulative from April 4, 2006 (Inception) to January 31, 2009 | |
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| Cash flows from operating activities | | | | | | | | | | | | | | | |
| Net loss | | $ | (24,039 | ) | | $ | (17,886 | ) | | $ | (2,778 | ) | | $ | (7,280 | ) | | $ | (54,032 | ) |
| Donated services | | | | | | | | | | | | | | | | | | | | |
| Adjustments to reconcile net loss to net cash | | | | | | | | | | | | | | | | | | | | |
| Accounts payable and accrued liabilities | | | (1,260 | ) | | | 2,065 | | | | 310 | | | | 2,262 | | | | 1,571 | |
| Net cash used in operating activities | | | (25,299 | ) | | | (15,821 | ) | | | (2,468 | ) | | | (5,018 | ) | | | (52,461 | ) |
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| Cash flows from financing activities | | | | | | | | | | | | | | | | | | | | |
| Loan from related party | | | 24,978 | | | | - | | | | 2,050 | | | | - | | | | 27,478 | |
| Shares subscribed for cash | | | - | | | | - | | | | - | | | | - | | | | 25,000 | |
| Net cash provided by financing activities | | | 24,978 | | | | - | | | | 2,050 | | | | - | | | | 52,478 | |
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| Net increase (decrease) in cash | | | (321 | ) | | | (15,821 | ) | | | (418 | ) | | | (5,018 | ) | | | 17 | |
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| Cash beginning | | | 338 | | | | 18,839 | | | | 435 | | | | 8,036 | | | | - | |
| Cash ending | | $ | 17 | | | $ | 3,018 | | | $ | 17 | | | $ | 3,018 | | | $ | 17 | |
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| Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | | |
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| Cash paid for: | | | | | | | | | | | | | | | | | | | | |
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| Interest | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
| Taxes | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
See Accompanying Notes
EDGEMONT MINING INC.
(An Exploration Stage Company)
Notes to the Financial Statements January 31, 2009
(Unaudited)
1. NATURE AND CONTINUANCE OF OPERATIONS
Edgemont Mining Inc. (“the Company”) was incorporated under the laws of State of Nevada, U.S. on April 4, 2006, with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company’s year end is the end of April. The Company is in the exploration stage of its resource business. During the year ended April 30, 2007, the Company commenced operations by issuing shares and acquiring an option to a 100% interest in a mineral property located in the Province of British Columbia, Canada. The company failed to make certain of the option payments required under the terms of the option agreement, and accordingly the Company’s option to acquire a 100% interest in the property has terminated.
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $53,982 as at January 31, 2009 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Exploration Stage Company
The Company complies with the Financial Accounting Standards Board Statement No. 7, its characterization of the Company as an exploration stage enterprise.
Mineral Interests
Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date the Company has not established any proven or probable reserves on its mineral properties. The Company has adopted the provisions of SFAS No. 143 “Accounting for Asset Retirement Obligations” which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at January 31, 2009, any potential costs relating to the retirement of the Company’s mineral property interest has not yet been determined.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with 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 period. Actual results could differ from those estimates.
EDGEMONT MINING INC.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2009
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.
Fair Value of Financial Instruments
The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.
Income Taxes
The Company follows the assets and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
At January 31, 2009, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with SFAS No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.
EDGEMONT MINING INC.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2009
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock-based Compensation
In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In January 2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption.
The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the year ended April 30, 2007. The Company did not record any compensation expense for the period ended January 31, 2009 because there were no stock options outstanding prior to the adoption or at January 31, 2009.
Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.
EDGEMONT MINING INC.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2009
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
In March 2008, 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 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 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 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 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.
3. MINERAL INTERESTS
On October 30, 2006, the Company entered into a mineral property option agreement. The Company was granted the sole and exclusive right to acquire up to a 100% undivided interest in mineral claim located in the Omineca Mining Division, BC. The Company shall pay $5,000 (paid) on the Agreement date, shall pay $15,000 on or before the first anniversary of this Agreement, shall pay $25,000 on or before the second anniversary of this Agreement, shall pay $75,000 on or before the third anniversary of this Agreement, and shall pay $205,000 on or before the fourth anniversary of this Agreement and shall incur $445,000 in Expenditures on the Property. During the year ended April 30, 2008, the Company incurred expenditures of $2,111 on the property.
The option has expired during the year ended April 30, 2008.
4. COMMON STOCK
The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.
During the year ended April 30, 2007, the Company issued 2,200,000 shares of common stock for total cash proceeds of $25,000. At January 31, 2009, there were no outstanding stock options or warrants.
EDGEMONT MINING INC.
(An Exploration Stage Company)
Notes to the Financial Statements
January 31, 2009
(Unaudited)
5. INCOME TAXES
As of January 31, 2009, the Company had net operating loss carry forwards of approximately $54,032 that may be available this amounts to reduce future years’ taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
6. TRANSFER AGENT AGREEMENT
The Company authorizes the Transfer Agent Agreement with Island Stock Transfer signed and dated December 13, 2007. The Company agreed to pay start-up fees of $500 and $10,000 once the account has been activated for transferring securities. This account has now been activated and the startup fees of $500 and $10,000 have now been paid.
Forward-Looking Statements
This Form 10-Q includes "forward-looking statements" within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
All statements other than historical facts included in this Form, including without limitation, statements under "Plan of Operation", regarding our financial position, business strategy, and plans and objectives of management for the future operations, are forward-looking statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, market conditions, competition and the ability to successfully complete financing.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
On October 30, 2006, we entered into an agreement, subsequently amended August 17, 2007, with Robert Weicker of Cocquitlam, BC, wherein he granted us the sole and exclusive option to acquire a 100% interest in the Kate property, which is located approximately 100 kilometers south-southwest of the Town of Houston in west-central British Columbia, Canada. We purchased this Option from Robert Weicker for a cash payment of $5,000. In order to exercise this option and acquire these claims we needed to pay Mr. Robert Weicker further cash payments totaling $320,000 as follows;
1. $15,000 by the earlier of February 29, 2008 and that date which is forty-eight (48) hours after receiving notice from Mr. Weicker that said payment must be made forthwith, provided that said notice cannot be given, at the earliest, until after October 30, 2007;
2. $25,000 by July 20, 2008;
3. $75,000 by July 20, 2009; and
4. $205,000 by July 20, 2010.
and incur $445,000 in exploration expenditures as follows:
1. $50,000 by the earlier of February 29, 2008 and that date which is forty-eight (48) hours after receiving notice from Mr. Weicker that said payment must be made forthwith, provided that said notice cannot be given, at the earliest, until after August 31, 2007;
2. $50,000 by August 31, 2008;
3. $145,000 by August 31, 2009; and
4. $200,000 by August 31, 2010.
We have failed to make certain of the additional payments above-noted, and, accordingly our option to acquire the 100% interest in the property has terminated.
Our plan of operation is to review other potential acquisitions in the resource and non-resource sectors. Currently, we are in the process of completing due diligence reviews of several business opportunities. We expect that these reviews could cost us a total of $25,000 in the next 12 months.
In all events we anticipate spending the following over the next 12 months on administrative fees:
* $5,000 on legal fees
* $8,000 on accounting and audit fees
* $500 on EDGAR filing fees
* $2,000 on general administration costs
Total expenditures over the next 12 months are therefore expected to be approximately $40,500.
Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our directors, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
We do not expect to earn any revenue from operations until we have either commenced mining operations on a resource property, or operations on a non-resource property.
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Results of Operations for the Nine-Month Period Ended January 31, 2009
We did not earn any revenues during the nine-month period ended January 31, 2009.
We incurred operating expenses in the amount of $24,039 for the nine-month period ended January 31, 2009. These operating expenses were comprised entirely of bank charges of $57, professional fees of $11,010 and transfer and filing fees of $12,972.
Results of Operations for the Nine-Month Period Ended January 31, 2008
We did not earn any revenues during the nine-month period ended January 31, 2008.
We incurred operating expenses in the amount of $17,886 for the nine-month period ended January 31, 2008. These operating expenses were comprised entirely of bank charges of $59, expenses related to a mineral property of $2,111, professional fees of $14,954 and transfer and filing fees of $762.
Results of Operations for the Three-Month Period Ended January 31, 2009
We did not earn any revenues during the three-month period ended January 31, 2009.
We incurred operating expenses in the amount of $2,778 for the three-month period ended January 31, 2009. These operating expenses were comprised entirely of bank charges of $18, professional fees of $2,450 and transfer and filing fees of $310.
Results of Operations for the Three-Month Period Ended January 31, 2008
We did not earn any revenues during the three-month period ended January 31, 2008.
We incurred operating expenses in the amount of $7,280 for the three-month period ended January 31, 2008. These operating expenses were comprised entirely of bank charges of $18, professional fees of $6,500 and transfer and filing fees of $762.
Results of Operations from April 4, 2006 (inception) to January 31, 2009
No revenues were earned during this period.
We incurred operating expenses in the amount of $54,032 during this period. These operating expenses were comprised of bank charges and interest of $228, expenses related to the mineral property of $7,111, filing and transfer agent fees of $15,647, office expenses of $550, and professional fees of $30,496.
Item 3 Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4 Controls and Procedures
Evaluation of Disclosure Controls
We evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2009. This evaluation was conducted by our chief executive officer and principal accounting officer.
Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.
Limitations on the Effective of Controls
Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Conclusions
Based upon this evaluation of our controls, the chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.
PART II- OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a.) Exhibits:
3.1* Articles of Incorporation
3.2* Bylaws
5.1* Legal opinion
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| · | filed as an exhibit to our registration statement on Form SB-2 dated October 12, 2007. |
(b.) Reports on Form 8-K
There were no Reports on Form 8-K filed during this period.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
March 10, 2009
Edgemont Mining Inc.
/s/ Guy Federspiel
Guy Federspiel, President
