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 JUNE 30, 2008
Commission File Number 333-152023
SIENNA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
70160 Sun Valley Drive
Rancho Mirage, CA 92270
(Address of principal executive offices, including zip code.)
1-760-799-6688
(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 [ ] NO [X]
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: 1,250,000 shares as of August 12,
2008.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended June 30,
2008, prepared by the company, immediately follow.
2
Sienna Resources, Inc.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
June 30, March 31,
2008 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 1,297 $ 5,340
-------- --------
TOTAL CURRENT ASSETS 1,297 5,340
OTHER ASSETS
TOTAL OTHER ASSETS -- --
-------- --------
TOTAL ASSETS $ 1,297 $ 5,340
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ -- $ --
-------- --------
TOTAL CURRENT LIABILITIES -- --
TOTAL LIABILITIES -- --
STOCKHOLDERS' EQUITY
80,000,000 Common Shares Authorized at $.0001 par value
1,250,000 common shares issued and outstanding 125 125
Additional paid-in capital 12,375 12,375
Deficit accumulated during Development stage (11,203) (7,160)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 1,297 5,340
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 1,297 $ 5,340
======== ========
See Notes to Financial Statements
3
Sienna Resources, Inc.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
July 20, 2007
Three Months (inception)
ended through
June 30, June 30,
2008 2008
---------- ----------
REVENUES
Revenues $ -- $ --
---------- ----------
TOTAL REVENUES -- --
GENERAL & ADMINISTRATIVE EXPENSES 4,043 11,203
---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (4,043) (11,203)
---------- ----------
NET INCOME (LOSS) $ (4,043) $ (11,203)
========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,250,000 1,250,000
========== ==========
See Notes to Financial Statements
4
Sienna Resources, Inc.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY
From Inception July 20, 2007 to June 30, 2008
- --------------------------------------------------------------------------------
Deficit
Accumulated
During
Common Stock Preferred Stock Paid in Exploration Total
Shares Amount Shares Amount Capital Stage Equity
------ ------ ------ ------ ------- ----- ------
BALANCE, JULY 20, 2007 -- $ -- - $ -- $ -- $ -- $ --
Common Shares issued to founder
on 7/20/07 @ $0.01 per share,
par value .00011,250,000 1,250,000 $ 125 - -- $12,375 -- $12,500
Net (Loss) for period (7,160) (7,160)
--------- ------- ----- ----- ------- -------- -------`
BALANCE, MARCH 31, 2008 1,250,000 $ 125 - $ -- $12,375 $ (7,160) $ 5,340
========= ======= ===== ===== ======= ======== =======
Net Loss, June 30, 2008 (4,043) (4,043)
--------- ------- ----- ----- ------- -------- -------
BALANCE, JUNE 30, 2008 1,250,000 $ 125 - $ -- $12,375 $(11,203) $ 1,297
========= ======= ===== ===== ======= ======== =======
See Notes to Financial Statements
5
Sienna Resources, Inc.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
July 20, 2007
Three Months (inception)
ended through
June 30, June 30,
2008 2008
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,043) $(11,203)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase(Decrease) in Accounts payable and accrued liabilities -- --
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,043) (11,203)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 125
Additional paid-in capital -- 12,375
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 12,500
-------- --------
NET INCREASE (DECREASE) IN CASH (4,043) 1,297
CASH AT BEGINNING OF PERIOD 5,340 --
-------- --------
CASH AT END OF PERIOD $ 1,297 $ 1,297
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
6
Sienna Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2008
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Sienna Resources, Inc. (the "Company") was incorporated on July 20, 2007 under
the laws of the State of Delaware. The Company's activities to date have been
limited to organization and capital. The Company has been in the exploration
stage since its formation and has not yet realized any revenues from its planned
operations.
The Company is primarily engaged in the acquisition and exploration of mining
properties. The Company has acquired Pay 1-4 mineral claims in Esmeralda County,
NV for exploration and has formulated a business plan to investigate the
possibilities of a viable mineral deposit.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue 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.
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
increase the property's useful life are capitalized. Property sold or retired,
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Sienna Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2008
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
together with the related accumulated Depreciation is removed from the
appropriate 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
Statement of Financial Accounting Standards 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 than 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
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.
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Sienna Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2008
NOTE 3 - PROVISION FOR INCOME TAXES - CONTINUED
As of June 30, 2008
-------------------
Deferred tax assets:
Net Operating Loss $ 11,203
Tax Rate 34%
Gross deferred tax assets $ 3,809
Valuation allowance $ (3,809)
--------
Net deferred tax assets $ 0
========
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
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 statement 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
$11,203 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 statement of the Company do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.
9
Sienna Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2008
NOTE 7 - RELATED PARTY TRANSACTIONS
Julie Carter, the sole officer and director of the Company may, in the future,
become involved in other business opportunities as they become available, thus
he may face a conflict in selecting between the Company and his other business
opportunities. The Company has not formulated a policy for the resolution of
such conflicts.
Julie Carter, the sole officer and director of the Company, will not be paid for
any underwriting services that she performs on behalf of the Company with
respect to the Company's upcoming S-1 offering. She will also not receive any
interest on any funds that he advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of Statement of Financial Accounting Standards 123. Transactions
with employees' stock issuance are in accordance with paragraphs (16-44) of
Statement of Financial Accounting Standards 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 July 20, 2007, the Company issued a total of 1,250,000 shares of common stock
to one director for cash in the amount of $0.01 per share for a total of $12,500
As of June 30, 2008, the Company had 1,250,000 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 June 30, 2008:
Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 1,250,000 shares
issued and outstanding.
NOTE 10 - MINERAL CLAIMS
On February 4, 2008, the Company acquired a 100% interest in a total of four
mineral claims located in the Paymaster Canyon Area of Esmeralda County, Nevada.
The claims and related geological report were acquired for $7,000. These costs
have been expensed as exploration costs during the year ended June 30, 2008.
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
Sienna Resources, Inc. was incorporated in the State of Delaware on July 20,
2007 to engage in the acquisition, exploration and development of natural
resource properties. We are an exploration stage company with no revenues or
operating history. The principal executive offices are located at 70160 Sun
Valley Drive, Rancho Mirage, CA 92270. The telephone number is (760) 799-6688.
Our mineral claims have been staked and we hired a professional mining engineer
to prepare a geological report. We have not yet commenced any exploration
activities on the claims. Our property, the Pay 1-4 Mineral claims (known as the
"Pay Property") may not contain any reserves and funds that we spend on
exploration will be lost. Even if we complete our current exploration program
and are successful in identifying a mineral deposit we will be required to
expend substantial funds to bring our claims to production.
11
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $4,043 for the three months ended June 30,
2008. These expenses consisted of general operating expenses and professional
fees incurred in connection with the day to day operation of our business and
the preparation and filing of a registration statement on Form S-1 with the U.S.
Securities and Exchange Commission.
Our net loss from inception through June 30, 2008 was $11,203.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at June 30, 2008 was $1,297. We have no outstanding
liabilities.
We received our initial funding of $12,500 through the sale of common stock to
our officer and director who purchased 1,250,000 shares of our common stock at
$0.01 per share on July 20, 2007. Our financial statements from inception (July
20, 2007) through the quarter ended June 30, 2008 report no revenues and a net
loss of $11,203. Our independent auditor has issued an audit opinion for Sienna
Resources, Inc. which includes a statement expressing substantial doubt as to
our ability to continue as a going concern.
In order to achieve our exploration program goals, we will need the funding of
$25,000 from the offering of registered shares pursuant to a registration
statement on Form S-1 filed with the SEC under file number 333-152023 which
became effective on July 17, 2008.
If we experience a shortage of funds prior to completing our exploration program
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 next twelve months, if we are able to raise funds
through our offering, is to complete the first two phases of the exploration
program on our claims consisting of geological mapping, soil sampling and rock
sampling. In addition to the $8,000 we anticipate spending for Phase 1 and
$12,000 on Phase 2 of the exploration program as outlined below, we anticipate
spending an additional $7,500 on professional fees and general administrative
costs. Total expenditures over the next 12 months are therefore expected to be
approximately $27,500. If we experience a shortage of funds prior to funding
during the next 12 months, we may utilize funds from our director, who has
informally agreed to advance funds to allow us to pay for professional fees and
operation expenses, however, she has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. We will require the funds
from the offering to proceed.
12
We engaged Mr. James W. McLeod, P. Geo., to prepare a geological evaluation
report on the Pay Property. Mr. McLeod's report summarizes the results of the
history of the exploration of the mineral claims, the regional and local geology
of the mineral claims and the mineralization and the geological formations
identified as a result of the prior exploration in the claim areas. The
geological report also gives conclusions regarding potential mineralization of
the mineral claims and recommends a further geological exploration program on
the mineral claims. The exploration program recommended by Mr. McLeod is as
follows:
Phase Exploration Program Cost Status
- ----- ------------------- ---- ------
Phase 1 Detailed Prospecting, mapping and soil $ 8,000 Expected to be completed in fall, 2008
geochemistry. (dependent on consulting geologist's schedule).
Phase 2 Magnetometer and VLF electromagnetic, $12,000 Expected to be completed in winter, 2008
grid controlled surveys over the areas (depending on the results of Phase 1, and
of interest determined by the Phase 1 survey. consulting geologist's schedule).
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 Expected to be completed in 2009 (depending
controlled anomalous area of interest on the results of Phase 2, and consulting
outlined by Phase 1 and 2 fieldwork. Hoe or geologist's schedule.)
bulldozer trenching, mapping and sampling of
bedrock anomalies. Includes assays, detailed
maps and reports.
TOTAL ESTIMATED COST $50,000
If we are successful in raising the funds from the offering we plan to commence
Phase 1 of the exploration program on the claims in the fall of 2008. We have a
verbal agreement with James McLeod, the consulting geologist, who prepared the
geology report on our claims, to retain his services for our planned exploration
program. We expect this phase to take two weeks to complete and an additional
three months for the consulting geologist to receive the results from the assay
lab and prepare his report. If Phase 1 of the exploration program is successful,
we anticipate commencing Phase 2 in the winter of 2008. We expect this phase to
take three weeks to complete and an additional three months for the consulting
geologist to receive the results from the assay lab and prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
Following phase two of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase three of our
exploration program if we are able to raise the funds necessary. The estimated
cost of this program is $30,000 and will take approximately 4 weeks to complete
13
and an additional three to four months for the consulting geologist to receive
the results from the assay lab and prepare his report.
Subject to financing, we anticipate commencing the third phase in 2009. We will
require additional funding to proceed with phase three and any subsequent work
on the claims, 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.
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 registration statement on
form S-1, SEC File Number 333-152023, 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
14
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.
August 12, 2008 Sienna Resources, Inc., Registrant
By: /s/ Julie Carter
------------------------------
Julie Carter, President, Secretary,
Treasurer, Chief Executive Officer,
Chief Financial Officer and
Principal Accounting Officer and
Sole Director
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.
/s/ Julie Carter Chief Executive Officer August 12, 2008
- --------------------------- Title Date
Julie Carter
/s/ Julie Carter Chief Financial Officer August 12, 2008
- --------------------------- Title Date
Julie Carter
/s/ Julie Carter Principal Accounting Officer August 12, 2008
- --------------------------- Title
Julie Carter
15