UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X. QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2010
. TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-53446
SHIMMER GOLD, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 71-1013330 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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45 Broadway 6th Floor New York, New York |
| 10006 |
(Address of principal executive offices) |
| (Zip Code) |
877 864 0660
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has 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 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 (Section 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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (Do not check if a smaller reporting company) | Smaller reporting company | X. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X. No .
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 8,006,000 shares of common stock as of January 13, 2010.
SHIMMER GOLD, INC.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
February 28, 2010
PART I - FINANCIAL INFORMATION |
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| Item 1. | Financial Statements | 3 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 8 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
PART II - OTHER INFORMATION |
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| Item 1. | Legal Proceedings | 11 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 11 |
| Item 3. | Defaults Upon Senior Securities | 11 |
| Item 4. | Submission of Matters to a Vote of Securities Holders | 12 |
| Item 5. | Other Information | 12 |
| Item 6. | Exhibits | 12 |
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "wil l", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our registration statement on Form S-1/A, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following unaudited interim financial statements of Shimmer Gold, Inc. (sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:
| Page |
Balance Sheets | 4 |
Statements of Operations | 5 |
Statements of Cash Flows | 6 |
Note to Financial Statements | 7 |
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SHIMMER GOLD, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
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| (Unaudited) |
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| February 28, |
| August 31, |
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| 2010 |
| 2009 |
ASSETS |
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Current Assets |
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Pre-paids (Note 2) | $ | 3,050 | $ | 1,000 |
Total assets | $ | 3,050 | $ | 1,000 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities |
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Accounts payable and accrued liabilities | $ | - | $ | 35,331 |
Due to related party (Note 2) |
| - |
| 17,142 |
Total liabilities |
| - |
| 52,473 |
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Stockholders’ Equity (Deficit) |
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Common stock |
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Authorized 200,000,000 common shares, $0.001 par value |
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Issued: 8,006,000 common shares (August 31, 2009 – 8,006,000) |
| 8,006 |
| 8,006 |
Additional paid-in capital (Note 2) |
| 177,981 |
| 105,294 |
Deficit accumulated during the exploration stage |
| (182,937) |
| (164,773) |
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Total stockholders’ equity (deficit) |
| 3,050 |
| (51,473) |
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Total liabilities and stockholders’ equity | $ | 3,050 | $ | 1,000 |
The accompanying notes are an integral part of these financial statements.
4
SHIMMER GOLD, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
|
| Three months ended February 28, 2010 |
| Three months ended February 28, 2009 |
| Six months ended February 28, 2010 |
| Six months ended February 28, 2009 |
| Cumulative from September 7, 2006 (Date of Inception) to February 28, 2010 |
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EXPENSES |
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Consulting | $ | - | $ | 1,907 | $ | - | $ | 1,907 | $ | 4,928 |
Foreign exchange gain |
| - |
| (87) |
| - |
| (87) |
| 2,027 |
Management fees |
| 3,000 |
| 3,000 |
| 6,000 |
| 6,000 |
| 35,000 |
Mineral property costs |
| - |
| - |
| - |
| 6,978 |
| 32,278 |
Office expenses |
| - |
| 60 |
| - |
| 239 |
| 3,850 |
Professional fees |
| 4,314 |
| 8,482 |
| 11,864 |
| 27,286 |
| 102,004 |
Transfer agent fees |
| - |
| - |
| 300 |
| 1,500 |
| 2,850 |
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NET LOSS | $ | ( 7,314) | $ | (13,362) | $ | (18,164) | $ | (43,823) | $ | (182,937) |
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NET LOSS PER SHARE - BASIC AND DILUTED | $ | (0.01) | $ | (0.01) | $ | (0.01) | $ | (0.01) |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARE OUTSTANDING -BASIC AND DILUTED |
| 8,006,000 |
| 8,006,000 |
| 8,006,000 |
| 8,006,000 |
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The accompanying notes are an integral part of these financial statements.
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SHIMMER GOLD, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
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| Six months ended February 28, 2010 |
| Six months ended February 28, 2009 |
| Cumulative from September 7, 2006 (Date of Inception) to February 28, 2010 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ | (18,164) | $ | (43,823) | $ | (182,937) |
Non-cash items: |
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Common stock issued for mineral property |
| - |
| - |
| 300 |
Donated services – management fees |
| 6,000 |
| 6,000 |
| 35,000 |
Change in non-cash working capital items: |
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Prepaids |
| - |
| (1,000) |
| (1,000) |
Accounts payable and accrued liabilities |
| 6,319 |
| 27,357 |
| 41,650 |
Due to related party |
| 5,845 |
| - |
| 22,987 |
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Net cash used in operations |
| - |
| (11,466) |
| (84,000) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Issuance of common shares |
| - |
| - |
| 84,000 |
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Net cash from financing activities |
| - |
| - |
| 84,000 |
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DECREASE IN CASH |
| - |
| (11,466) |
| - |
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CASH, BEGINNING |
| - |
| 11,430 |
| - |
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CASH (BANK INDEBTEDNESS), ENDING | $ | - | $ | (36) | $ | - |
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SUPPLEMENTAL CASH FLOW INFORMATION |
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Cash paid for: |
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Interest | $ | - | $ | - | $ | - |
Income taxes | $ | - | $ | - | $ | - |
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NON-CASH TRANSACTION |
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Debt settlement | $ | 43,700 | $ | - | $ | 43,700 |
Debt settled for mineral property | $ | 22,987 | $ | - | $ | 22,987 |
The accompanying notes are an integral part of these financial statements.
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SHIMMER GOLD, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
1.
BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended August 31, 2009, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. Those unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating res ults for the six months ended February 28, 2010 are not necessarily indicative of the results that may be expected for the year ending August 31, 2010.
Management has evaluated subsequent events to the financial statements filing date.
2.
RELATED PARTY TRANSACTION
During the six months ended February 28, 2010, the former President of the Company settled the debts owing to him in the amount of $22,987 in exchange for the Company’s 100% interest in certain placer claims located on McLaren Creek in the Atlin Mining Division of the British Columbia. The gain of $22,987 on the debt settlement was recorded in additional paid in capital as it resulted from a transaction with a related party. The former President also paid $41,650 to settle the accounts payable for the Company and $2,050 prepaid for future filing fees. The gain of $41,650 on the accounts payable settlement and the $2,050 in prepaids were recorded in additional paid in capital as it resulted form a transaction with a related party.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition, changes in financial condition and results of operations for the six months ended February 28, 2010 and February 28, 2009 should be read in conjunction with our unaudited interim financial statements and related notes for the six months ended February 28, 2010 and February 28, 2009. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth below under the heading "Risk Factors".
Name, Incorporation and Principal Offices
We were incorporated as "Shimmer Gold, Inc." on September 7, 2006 under the laws of the State of Nevada.
Prior to January 2010, we were an exploration stage company engaged in the acquisition and exploration of mineral properties. During the six months ended February 28, 2010, the former President of the Company settled the debts owing to him in the amount of $22,987 in exchange for the Company’s 100% interest in certain placer claims located on McLaren Creek in the Atlin Mining Division of the British Columbia. Accordingly, the Company had no active operations at February 28, 2010.
On January 25, 2010 , Belmont Partners, LLC (the “Seller”), the then principal stockholder of the Company entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with YSY Enterprises, Inc. (the “Purchaser”), as purchaser. The Company was also a party to the Stock Purchase Agreement, but received no consideration and undertook no obligations in connection therewith.
Our principal offices are located at 45 Broadway, 6th Floor, New York, New York 10006. Our telephone number is 877 864 0660.
Employees
As of the date of this quarterly report we have no significant employees other than the officers and directors.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
Our plan of operations for the next twelve months is to identify and enter , either individually, via joint venture or merger a business sector that management believes is positioned for long term growth. As at February 28, 2010, we had cash of $nil. We anticipate that our cash and working capital will not be sufficient to enable us to pay for our general and administrative expenses for approximately the next twelve months.
Financial Condition
During the six-month period following the date of this quarterly report, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to pursue any plan of operations during and beyond the next six months. We believe that debt financing will not be an alternative for funding as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund any additional activities. In the absence of such financing, we will not be able to effect our business plan. Even if we are successful in obtaining equity financing to fund any continuation of our program, there is no assurance that we will obtain the funding necessary to fully pursue our plan of operation. If we do not continue to obtain additional financing, we will be forced to delay , curtail or abandon our plan of operation.
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Results of Operations for the three months ended February 28, 2010 and February 28, 2009 and the six months ended February 28, 2010 and February 28, 2009.
Revenues
We had no operating revenues since our inception (September 7, 2006) to February 28, 2010. We anticipate that we will not generate any revenues for so long as we are a shell company.
Expenses
Our expenses in the three months ended February 28, 2010 decreased to $7,314 from $13,362 in the three months ended February 28, , 2009, primarily as a result of the termination of our exploration program and decreased professional fees. Our expenses in the six months ended February 28, 2010 decreased to $18,164 from $43,823 in the six months ended February 28, , 2009, primarily as a result of the termination of our exploration program and decreased professional fees.
Net Loss
Our net loss for the three months ended February 28 2010 was $7,314 compared to $13,362 for the three months endedFebruary 28, 2009. Our net loss for the six months ended February 28 2010 was $18,164 compared to $43,823 for the six months ended February 28, 2009.
Liquidity and Capital Resources
We had negligible cash and a working capital surplus of $3,050, consisting solely of Prepaid expenses at February 28, 2010.
We estimate that our total expenditures over the next twelve months will be approximately $40,000.,
Net Cash Used in Operating Activities
Net cash used in operating activities was $nil during the sixe months ended February 28 ,2010 as compared to $11,466 during the six months ended February 28, 2009. Net cash used in operating activities from our inception on September 7, 2006 to February 28, 2010 was $84,000.
Cash from Financing Activities
We have funded our business to date primarily from sales of our common stock. From our inception on September 7, 2006 to February 28, 2010, we raised a total of approximately $84,000 from private offerings of our securities. During each of the six-month periods ended February 28 ,2010 and February 28 ,2009 , no net cash was provided by financing activities from sale of our securities.
There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, we will be forced to delay , curtail or abandon our plan of operation.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report on our audited financial statements for the year ended August 31, 2009 that they have substantial doubt we will be able to continue as a going concern.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned exploration activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
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Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
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 ("US GAAP") and are presented in US dollars.
Shell Company
The Company is considered to be a “Shell Company” under the Securities Act of 1933 ..
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. 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, futu re results of operations will be affected. The most significant estimates with regard to these financial statements relate to deferred income tax amounts and rates and timing of the reversal of income tax differences.
Financial Instruments
The fair value of the Company's financial instruments, consisting of accounts payable and amounts due to related party, are estimated to be equal to their carrying value. It is management's opinion that the Company is not exposed to significant interest, currency and credit risks arising from these financial instruments.
Income Taxes
Deferred income taxes are provided for tax effects of temporary differences between the tax basis of asset and liabilities and their reported amounts in the financial statements. The Company uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to being in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that such asset will not be realized.
Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements, and such a position should only be recognized if the Company determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
Foreign Currency Translations
Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.
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Loss Per Share
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. Because the Company does not have any potentially dilutive securities, diluted loss per share is equal to basic loss per share.
Stock Based Compensation
The Company accounts for stock based compensation arrangements using a fair value method and records such expense on a straight-line basis over the vesting period.
To date the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board ("FASB") issued SFAS No. 168, FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162 ("Statement 168"). Statement 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles. Statement 168 explicitly recognizes rules and interpretive releases of the Securities and Exchange Commission ("SEC") under federal securities laws as authoritative GAAP for SEC registrants. Statement 168 is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. The Company will adopt Statement 168 in for its audited reports for fiscal year 2010.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Item 4T.Controls and Procedures
Disclosure Controls and Procedures
Moshe Oratz, our principal executive officer and principal financial officer, has concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective as of the end of the period covered by this report, based on his evaluation of these controls and procedures required by paragraph (b) of Rules 13a-15 and 15d-15, due to the deficiencies in our internal control over financial reporting as reported in our Annual Report on Form 10-K for our fiscal year ended August 31, 2009, which deficiencies have not been remediated as of February 28, 2010.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting that occurred during the our fiscal quarter ended February 28, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 1.Legal Proceedings
We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.Defaults Upon Senior Securities
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Item 4.Submission of Matters to a Vote of Securities Holders
Item 5.Other Information
Item 6.Exhibits and Reports on Form 8-K
A Report on Form 8-K was filed on April 19, 2010.
Exhibit Number | Description of Exhibit |
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith) |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SHIMMER GOLD, INC.
By:/s/ Moshe Oratz
Moshe Oratz
President, Chief Executive Officer, Principal Executive
Officer, Secretary, Treasurer and a director
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