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 JANUARY 31, 2008
Commission File Number 333-144279
CANUSA CAPITAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
68220 Espada Road
Cathedral City, CA 92234 (Address
of principal executive offices, including zip code.)
(760)325-4497
(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: 2,500,000 shares as of January 31,
2008
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended January 31,
2008, prepared by the company, immediately follow.
2
Canusa Capital Corp.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
January 31, April 30,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 23,292 $ 500
Savings 34 --
-------- --------
TOTAL CURRENT ASSETS 23,326 500
OTHER ASSETS -- --
-------- --------
TOTAL OTHER ASSETS -- --
-------- --------
TOTAL ASSETS $ 23,326 $ 500
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan from Director $ 8,731 $ 631
-------- --------
TOTAL CURRENT LIABILITIES 8,731 631
TOTAL LIABILITIES 8,731 631
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 100,000,000 shares authorized;
2,500,000 and 1,500,000 shares issued and outstanding
as of January 31, 2008 and April 30, 2007 respectively 2,500 1,500
Additional paid-in capital 30,000 6,000
Deficit accumulated during Development stage (17,905) (7,631)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 14,595 (131)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 23,326 $ 500
======== ========
See Notes to Financial Statements
3
Canusa Capital Corp.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
Dcember 27, 2006
Three Months Nine Months (inception)
Ended Ended through
January 31, January 31, January 31,
2008 2008 2008
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- --
GENERAL & ADMINISTRATIVE EXPENSES 2,133 10,274 17,905
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (2,133) (10,274) (17,905)
---------- ---------- ----------
NET INCOME (LOSS) $ (2,133) $ (10,274) $ (17,905)
========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,304,565 1,769,565
========== ==========
See Notes to Financial Statements
4
Canusa Capital Corp.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
December 27, 2006
Nine Months (inception)
Ended through
January 31, January 31,
2008 2008
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(10,274) $(17,905)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase (Decrease) in Loans from Director 8,100 8,731
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,174) (9,174)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,000 2,500
Additional paid-in capital 24,000 30,000
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,000 32,500
-------- --------
NET INCREASE (DECREASE) IN CASH 22,826 23,326
CASH AT BEGINNING OF PERIOD 500 --
-------- --------
CASH AT END OF YEAR $ 23,326 $ 23,326
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
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CANUSA CAPITAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2008
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Canusa Capital Corp. (the Company) was incorporated on December 27, 2006 under
the laws of the State of Delaware. The Company is beneficial owner of Dap 1-4
Mineral Claims, North Paymaster Canyon Area, Esmeralda County, Nevada, USA. The
Company is primarily engaged in the acquisition and exploration of mining
properties.
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. Upon the location of
commercially mineable reserves, the Company plans to prepare for mineral
extraction and enter the development stage.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenues and expenses using the accrual method of accounting
for financial and tax reporting purposes.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
Statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
PRO FORMA COMPENSATION EXPENSE
No stock options have been issued by Canusa Capital Corp. Accordingly, no pro
forma compensation expense is reported in these financial statements.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
The company expenses all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probable reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
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CANUSA CAPITAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2008
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.
INVESTMENTS
Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other that temporary in nature.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
NOTE 3 - PROVISION FOR INCOME TAXES
The provision for income taxes for the period ended January 31, 2008 represents
the minimum state income tax expense of the Company, which is not considered
significant.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
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CANUSA CAPITAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2008
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for
Uncertainty in Income Taxes--An Interpretation of FASB Statement No. 109" (FIN
48). This Interpretation clarifies the accounting for uncertainty in income
taxes recognized in a company's financial statements. FIN 48 requires companies
to determine whether it is "more likely than not" that a tax position will be
sustained upon examination by the appropriate taxing authorities before any part
of the benefit can be recorded in the financial statements. It also provides
guidance on the recognition, measurement and classification of income tax
uncertainties, along with any related interest and penalties. FIN 48 will also
require significant additional disclosures. This Interpretation will be
effective for fiscal years beginning after December 15, 2006. We will implement
this Interpretation in the first quarter of 2007 on a prospective basis. We are
currently evaluating the potential impact this Interpretation will have on our
financial position and results of operations.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157), which provides guidance on how to measure assets and liabilities that use
fair value. SFAS 157 will apply whenever another US GAAP standard requires (or
permits) assets or liabilities to be measured at fair value but does not expand
the use of fair value to any new circumstances. This standard also will require
additional disclosures in both annual and quarterly reports. SFAS 157 will be
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and will be adopted by us beginning in the first quarter of
2008. We are currently evaluating the potential impact this standard may have on
our financial position and results of operations, but do not believe the impact
of the adoption will be material.
In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 was
issued in order to eliminate the diversity of practice in how public companies
quantify misstatements of financial statements, including misstatements that
were not material to prior years' financial statements. We will initially apply
the provisions of SAB 108 in connection with the preparation of our annual
financial statements for the year ending December 31, 2006. We have evaluated
the potential impact SAB 108 may have on our financial position and results of
operations and do not believe the impact of the application of this guidance
will be material.
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CANUSA CAPITAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2008
NOTE 6 - GOING CONCERN
Future issuances of the company's equity or debt securities will be required in
order for the company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of $
17,905 since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern.
The financial statements of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
NOTE 7 - RELATED PARTY TRANSACTIONS
Athanasios Tsiodras, Director and Janet Janes, President of the Company may, in
the future, become involved in other business opportunities as they become
available, thus they may face a conflict in selecting between the Company and
their other business opportunities. The company has not formulated a policy for
the resolution of such conflicts.
While the company is seeking additional capital, Mr. Tsiodras has advanced funds
to the company to pay for any costs incurred by it. These funds are interest
free. The balance due Mr. Tsiodras was $ 8,731 on January 31, 2008.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On December 27, 2006 the Company issued a total of 1,500,000 shares of common
stock to one director for cash in the amount of $0.005 per share for a total of
$7,500.
Beginning October 10, 2007 the Company began receiving proceeds from a "best
efforts", all or none offering. The company was not able to spend any of the
proceeds unless all the shares were sold and all proceeds were received. The
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CANUSA CAPITAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2008
closing date for the offering was November 30, 2007. The final funds deposit was
December 4, 2007. As of January 31, 2008 1,000,000 shares of common stock were
sold for cash in the amount of $0.025 per share for a total of $ 25,000.
As of January 31, 2008 the Company had 2,500,000 shares of common stock issued
and outstanding.
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2008:
Common stock, $0.001 par value: 100,000,000 shares authorized; 2,500,000 shares
issued and outstanding.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements, made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(D) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.
BUSINESS
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. We currently own a 100% undivided interest in a mineral
property located in Esmeralda County, State of Nevada that we call the "Dap
Property." We are currently conducting mineral exploration activities on the Dap
Property in order to assess whether it contains any commercially exploitable
mineral reserves. Currently there are no known mineral reserves on the Dap
Property.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $2,133 for the three months ended January 31,
2008. These expenses consisted of general operating expenses and professional
fees incurred in connection with the day to day operation of our business and
11
the preparation and filing of our periodic reports. As of January 31, 2008,
there was $8,731 owed to a director of the company, for which there is no
specific terms of repayment.
Our net loss from inception through January 31, 2008 was $17,905.
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 revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at January 31, 2008 was $23,326. In order to achieve our
exploration program goals, we needed the funding from the offering of registered
shares pursuant to our SB-2 Registration Statement filed with the SEC under file
number 333-144279 which became effective on July 11, 2007. The closing date for
the offering was November 30, 2007. The final funds deposit was December 4,
2007. As of January 31, 2008, 308,000 shares of common stock were sold for cash
in the amount of $0.025 per share for a total of $9,500.
If we experience a shortage of funds prior to completing our first two
exploration phases we may utilize funds from a director who has informally
agreed to advance funds to allow us to pay for business operations, however our
director has no formal commitment, arrangement or legal obligation to advance or
loan funds to us.
PLAN OF OPERATION
Our plan of operation for the twelve months is to complete the first two phases
of the exploration program on our claims consisting of detailed prospecting,
mapping, soil geochemistry, and magnetometer and VLF electromagnetic surveys. In
addition to the $20,000 we anticipate spending for the first two phases of the
exploration program as outlined below, we anticipate spending an additional
$3,000 on professional fees, including fees payable in complying with reporting
obligations, and general administrative costs. Total expenditures over the next
12 months are therefore expected to be approximately $23,000.
The following work program has been recommended by the professional geologist
who prepared the geology report for our Dap 1-4 Mineral Claims, North Paymaster
Canyon Area, Esmeralda County, Nevada.
The following three phase exploration proposal and cost estimates are offered
with the understanding that consecutive phases are contingent upon positive
(encouraging) results being obtained from each preceding phase and additional
funding for Phase 3:
12
Phase 1 Detailed Prospecting, mapping and $10,000
soil geochemistry
Phase 2 Magnetometer and VLF electromagnetic, $10,000
Grid controlled surveys over the areas
of interest determined by the Phase 1
survey. Included in this estimated
cost is transportation, accommodation,
board, grid installation, two geophysical
surveys, maps and report
Phase 3 Induced polarization survey over grid $30,000
Controlled anomalous area of interest
Outlined by Phase 1 and 2 field work.
Hoe or bulldozer trenching, mapping and
sampling of bedrock anomalies. Includes
Assays, detailed maps and reports.
-------
TOTAL ESTIMATED COSTS $50,000
=======
The above program costs are management's estimates based upon the
recommendations of the professional mining geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
We anticipate commencing the first phase of our exploration program in spring,
2008. We have a verbal agreement with James McLeod, the professional geologist
who prepared the geology report on the Dap mining claims, to retain his services
for our planned exploration program. We will require additional funding to
proceed with the Phase 3 exploration work on the claim. At this date, we have no
current plans on how to raise the additional funding. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the first two phases of the exploration program.
ITEM 4. CONTROLS AND PROCEDURES.
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) of
the Securities Exchange Act of 1934, or the "Exchange Act." This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the SEC. Our management, including
our Principal Executive Officer and Principal Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Quarterly Report on Form 10-Q. Based upon that
evaluation, our Principal Executive Officer and Principal Financial Officer have
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this Quarterly Report on Form 10-Q.
There were no changes to our internal control over financial reporting during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-144279, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
March 10, 2008 Canusa Capital Corp., Registrant
By: /s/ Janet Janes
-----------------------------------------------
Janet Janes, President and Chief Executive
Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
March 10, 2008 Canusa Capital Corp., Registrant
By: /s/ Janet Janes
-----------------------------------------------
Janet Janes, President, Secretary and Treasurer
Chief Financial Officer (Principal Executive
Officer and Principal Accounting Officer)
14