UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10/A
No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Brownstone Resources Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Wyoming |
|
|
(State or Other Jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification Number) |
|
|
|
|
|
|
1 Yonge St., Suite 1801 Toronto, Ontario |
| M5E 1W7 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (416) 214-7847
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
|
|
|
Title of Each Class |
| Name of Each Exchange on which |
to be so Registered |
| Each Class is to be Registered |
|
|
|
Common Stock, no par value per share |
| N/A |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer o |
| Accelerated filer o |
| Non-accelerated filer o |
| Smaller reporting company þ |
Item 1 - Business Description
Brownstone Resources Inc. is a junior mineral resource exploration company involved in the exploration and development of potentially mineral rich properties in North America.
The Company was incorporated on January 23, 1998 as CADItec International Inc. in the State of Delaware. On September 23, 2005, the Company re-domiciled to the State of Wyoming. Its fiscal year end is December 31.
Our name was changed to Brownstone Resources Inc. effective September 21, 2007. We previously changed our name from MGM Mineral Resources, Inc. in October, 2007, Anglo Andean Mining Company in April 2006, Mercantile Gold Company in February, 2006, and AMC American Music Corp., Inc. in October, 2004.
The efforts of the Company are focused on the development of our existing mining claims, added shareholder value through acquisitions, and continuous and ongoing exploration for new resources in select prominent mining regions.
Brownstones management team, made up of geologists, mining executives and industry professionals, are working to put together an attractive group of holdings, with a focus on gold.
We have developed an aggressive exploration program for our LS Grande Property located in the Arizona, USA.
La Esperanza Mine agreement has been terminated due to the instability of the economic conditions in the region of South America. As result of the termination, on February 7, 2006 Jairo Antonio Giraldo, Fernando Parra Giraldo, Gilberto Zapata, Rodrigo Betancur, Victor Mora, Fabian Llano, and Jorge Lalinde resigned as directors and/or officers of the Company.
Item 13 - Financial Statements and Supplementary Data.
BROWNSTONE RESOURCES INC.
PAGE
UNAUDITED FINANCIAL STATEMENTS
Balance Sheet as of September 30, 2009, December 31, 2008 and 2007
F1
Statement of Income (Loss) for the Nine Months Ended September 30, 2009, Year Ended
December 31, 2008 and the Three Months Ended December 31, 2007
F2
Statement of Cash Flows for the Nine Months Ended September 30, 2009, Year Ended
December 31, 2008 and the Three Months Ended December 31, 2007
F3
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
F4-F5
BROWNSTONE RESOURCES INC.
Balance Sheet (unaudited)
(in $USD)
| September 30, 2009 | December 31, 2008 | December 31, 2007 | |
| ||||
| ||||
ASSETS |
|
|
| |
Cash | $ 28,311 | $ 24,515 | $ 325 | |
Mining properties | 71,818 | 54,163 | - | |
TOTAL ASSETS | $ 100,129 | $ 78,678 | $ 325 | |
|
|
|
| |
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
| |
LIABILITIES | $ 0 | $ 0 | $ 0 | |
|
|
|
| |
SHAREHOLDERS’ EQUITY |
|
|
| |
Common shares | 231,443 | 154,065 | 10,000 | |
Foreign exchange translation adjustment | (18,381) | (21,560) | - | |
Retained earnings (deficit) | (112,933) | (53,827) | (9,675) | |
|
|
|
| |
TOTAL SHAREHOLDERS’ EQUITY | 100,129 | 78,678 | 325 | |
|
|
|
| |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 100,129 | $ 78,678 | $ 325 |
The accompanying notes are an integral part of the financial statements.
F1
BROWNSTONE RESOURCES INC.
Statement of Income (Loss) (unaudited)
(in $USD)
| For the Nine Months Ended September 30, 2009 | For the Year Ended December 31, 2008 | For the Three Months Ended December 31, 2007 |
|
|
|
|
REVENUE | $ 0 | $ 0 | $ 0 |
|
|
|
|
EXPENSES |
|
|
|
Compensation | 15,427 | 22,514 | 6,000 |
Legal and professional | 12,856 | 938 | - |
Occupancy | 2,186 | 2,814 | 750 |
Telephone | 1,029 | 1,970 | 525 |
Travel and accommodations | 7,349 | 11,234 | 1,200 |
General and administrative | 20,259 | 4,682 | 1,200 |
| 59,106 | 44,152 | 9,675 |
|
|
|
|
NET LOSS FOR THE PERIOD | $ (59,106) | $ (44,152) | $ (9,675) |
|
|
|
|
The accompanying notes are an integral part of the financial statements.
F2
BROWNSTONE RESOURCES INC.
Statement of Cash Flows (unaudited)
(in $USD)
| For the Nine Months Ended September 30, 2009 | For the Year Ended December 31, 2008 | For the Three Months Ended December 31, 2007 |
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
Net loss for the period | $ (59,106) | $ (44,152) | $ (9,675) |
|
|
|
|
Add: Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
Foreign translation loss | (6,541) | (21,560) | - |
| (65,647) | (65,712) | (9,675) |
|
|
|
|
Cash used in operating activities | (65,647) | (65,712) | (9,675) |
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
Acquisition of mining properties | (7,935) | (54,163) | - |
Cash used in investing activities | (7,935) | (54,163) | - |
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
Issuance of shares | 77,378 | 144,065 | 10,000 |
Cash provided by financing activities | 77,378 | 144,065 | 10,000 |
|
|
|
|
NET INCREASE (DECREASE) IN CASH DURING THE PERIOD | 3,796 | 24,190 | 325 |
CASH BALANCE, BEGINNING OF PERIOD | 24,515 | 325 | - |
CASH BALANCE, END OF PERIOD | $ 28,311 | $ 24,515 | $ 325 |
The accompanying notes are an integral part of the financial statements.
F3
Brownstone Resources Inc.
Notes to the Financial Statements
September 30, 2009 (Unaudited)
1.
THE COMPANY
The Company was incorporated on January 23, 1998 as CADItec International Inc. in the State of Delaware. On September 23, 2005, the Company re-domiciled to the State of Wyoming. Its fiscal year end is December 31.
2.
SIGNIFICANT ACCOUNTING POLICIES
The Company’s accounting policies conform to United States generally accepted accounting principles and have been consistently applied in the preparation of financial statements.
The financial statements included herein have not been audited by an independent registered public accounting firm, but include all adjustments (including normal, recurring entries), which are, in the opinion of management, necessary for a fair presentation of the results for such periods.
a)
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
b)
Revenue Recognition
The Company recognizes revenue when earned in accordance with SEC Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.”
F4
Brownstone Resources Inc.
Notes to the Financial Statements
September 30, 2009 (Unaudited)
3.
GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, during the nine month period ended September 30, 2009, the Company incurred a loss of $59,106. In addition, the Company has an accumulated deficit of $112,933. It is the intention of the Company’s stockholders to fund capital shortfalls for the foreseeable future.
As discussed in note 1, the Company intends to become engaged in business activities in the mineral exploration industry (See note 4). Management is devoting substantially all of its efforts to raise capital in order to finance its business activities. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. There can be no assurance the Company will be successful in its effort to secure additional equity financing.
4.
Mineral Property
The Company has acquired the mining rights to the LS Grande property located in the Coconino County of the Long Valley mining district of Arizona and has spent $77,000 (Cdn$) for exploration purposes.
F5
Item 15 - Financial Statements and Exhibits.
(b) Exhibits. The following documents are filed as exhibits to this Form 10:
Exhibit
Number
Exhibit
3.1
Application for Certificate of Domestication - Articles of Domestication filed with the Wyoming Secretary of State on September 21, 2005 for Mercantile Gold Company (Delaware).
3.2
Articles of Amendment filed with the Wyoming Secretary of State on December 6, 2005 – name change from Mercantile Gold Company to Anglo Andean Mining Company.
3.3
Restated Articles of Incorporation of MGM Mineral Resources, Inc. as filed with the Wyoming Secretary of State on September 19, 2007.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Brownstone Resources, Inc.
By:
/s/ Kenneth Lamb
Kenneth Lamb
Director
Dated: October 15, 2009