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 DECEMBER 31, 2008
Commission file number 333-152805
LAKE FOREST MINERALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
711 S. Carson Street, Suite 4
Carson City, NV 89701
(Address of principal executive offices, including zip code)
(206)588-1285
(Telephone number, including area code)
Michael M. Kessler, Esq.
3436 American River Drive, Suite 11
Sacramento, CA 95864
Telephone (916)239-4000
Fax (916)239-4008
(Name, address and telephone number of agent for service)
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: 11,000,000 shares as of February 2,
2009.
ITEM 1. FINANCIAL STATEMENTS.
LAKE FOREST MINERALS INC.
(An Exploration Stage Enterprise)
Balance Sheet
(Expressed in U.S. Dollars)
Unaudited as of Audited as of
December 31, June 30,
2008 2008
-------- --------
A S S E T S
CURRENT ASSETS
Cash $ 25,094 $ 6,050
-------- --------
Total Current Assets 25,094 6,050
-------- --------
Total Assets $ 25,094 $ 6,050
======== ========
L I A B I L I T I E S
CURRENT LIABILITIES
$ -- $ --
-------- --------
Total Current Liabilities -- --
-------- --------
S T O C K H O L D E R S ' E Q U I T Y Y
Common Stock
75,000,000 authorized shares, par value $0.001
11,000,000 shares issued and outstanding 11,000 8,000
Additional Paid-in-Capital 31,000 4,000
Deficit accumulated during exploration stage (16,906) (5,950)
-------- --------
Total Stockholders' Equity 25,094 6,050
-------- --------
Total Liabilities and Stockholders' Equity $ 25,094 $ 6,050
======== ========
The accompanying notes are an integral part of these financial statements.
2
LAKE FOREST MINERALS INC.
(An Exploration Stage Enterprise)
Statement of Operations
(Expressed in U.S. Dollars)
Period from
June 23, 2008
Six Months Three Months (Date of inception)
Ended Ended through
December 31, December 31, December 31,
2008 2008 2008
----------- ----------- -----------
REVENUES:
Revenues $ -- $ -- $ --
----------- ----------- -----------
Total Revenues -- -- --
EXPENSES:
Operating Expenses
Exploration expenses 5,000 5,000 5,000
Impairment of mineral property -- -- 2,500
General and Adminstrative 3,206 1,310 3,306
Professional Fees 2,750 1,250 6,100
----------- ----------- -----------
Total Expenses 10,956 7,560 16,906
----------- ----------- -----------
Net loss from Operations (10,956) (7,560) (16,906)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
----------- ----------- -----------
Net Income (Loss) for the period $ (10,956) $ (7,560) $ (16,906)
=========== =========== ===========
Basic and Diluted Earnings Per Common Share (0.00) (0.00) (0.00)
----------- ----------- -----------
Weighted Average number of Common Shares
used in per share calculations 9,809,783 11,000,000 9,983,696
=========== =========== ===========
The accompanying notes are an integral part of these financial statements.
3
LAKE FOREST MINERALS INC.
(An Exploration Stage Enterprise)
Statement of Stockholders' Equity
For the period from June 23, 2008 (inception) to December 31, 2008
(Expressed in U.S. Dollars)
$0.001 Paid-In Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
------ --------- ------- ------- ------
Balance, June 23, 2008 (Date of Inception) -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.0015 per share
on June 26, 2008 8,000,000 8,000 4,000 -- 12,000
Net Loss for the Period -- -- -- (5,950) (5,950)
---------- ------- ------- -------- --------
Balance, June 30, 2008 8,000,000 8,000 4,000 (5,950) 6,050
Stock Issued for cash at $0.01 per share
on September 11, 2008 3,000,000 3,000 27,000 -- 30,000
Net Loss for the Period -- -- -- (10,956) (10,956)
---------- ------- ------- -------- --------
Balance, December 31, 2008 11,000,000 $11,000 $31,000 $(16,906) $ 25,094
========== ======= ======= ======== ========
The accompanying notes are an integral part of these financial statements.
4
LAKE FOREST MINERALS INC.
(An Exploration Stage Enterprise)
Statement of Cash Flows
(Expressed in U.S. Dollars)
Period from
June 23, 2008
Six Months Three Months (Date of inception)
Ended Ended through
December 31, December 31, December 31,
2008 2008 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(10,956) $ (7,560) $(16,906)
Adjustments to reconcile net loss to
net cash used in operating activities:
Impairment of mineral property -- -- 2,500
-------- -------- --------
Net Cash Provided from Operating Activities (10,956) (7,560) (14,406)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral property option payment -- -- (2,500)
-------- -------- --------
Net Cash Used in Investing Activities -- -- (2,500)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock issued for cash 30,000 -- 42,000
-------- -------- --------
Net Cash Provided from Financing Activities 30,000 -- 42,000
-------- -------- --------
Net Increase (Decrease) in Cash 19,044 (7,560) 25,094
-------- -------- --------
Cash Balance, Beginning of Period 6,050 32,654 --
-------- -------- --------
Cash Balance, End of Period $ 25,094 $ 25,094 $ 25,094
======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
LAKE FOREST MINERALS INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Lake Forest Minerals Inc., a Nevada
corporation, (hereinafter referred to as the "Company" or "Lake Forest
Minerals") was incorporated in the State of Nevada on June 23, 2008. The Company
was formed to engage in the acquisition, exploration and development of natural
resource properties of merit. During the initial period ending June 30, 2008,
the Company entered into an option agreement to acquire certain mineral claims
located in British Columbia (refer to Note 3).
The Company's operations have been limited to general administrative operations,
initial property staking and investigation, and is considered an Exploration
Stage Company in accordance with Statement of Financial Accounting Standards No.
7.
The Company will review and further develop the accounting policies as the
business plan is implemented.
The Company completed a prospectus offering on September 11, 2008, of 3,000,000
shares of the Company's common stock at a price of $0.01 per share for gross
proceeds of $30,000.
MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada Secretary of State on June 23, 2008, indicating Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The initial
list of officers filed with the Nevada Secretary of State on July 21, 2008,
indicates the sole director Jeffrey Taylor as the President, Secretary, and
Treasurer.
GOING CONCERN - The Company has incurred net losses of approximately $16,906 for
the period from June 23, 2008 (Date of Inception) through December 31, 2008 and
has commenced limited operations, raising substantial doubt about the Company's
ability to continue as a going concern. The Company will seek additional sources
of capital through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
YEAR END - The Company's year end is June 30.
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LAKE FOREST MINERALS INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
USE OF ESTIMATES - The preparation of the 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 amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, which requires
recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis and tax credit
carry forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
operations in the period that includes the enactment date.
Management feels the Company will have a net operating loss carryover to be used
for future years. The Company has recorded a valuation allowance for the full
potential tax benefit of the operating loss carryovers due to the uncertainty
regarding realization.
NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share ("SFAS 128") and SEC Staff
Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from June
23, 2008 (Date of Inception) through December 31, 2008, the Company had no
potentially dilutive securities.
STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly no stock-based compensation has
been recorded to date.
LONG-LIVED ASSETS - In accordance with Financial Accounting Standards Board
("FASB") SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.
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LAKE FOREST MINERALS INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on June 23, 2008 and has not yet realized any revenues from its
planned operations, being the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The
Company assesses the carrying costs for impairment under SFAS No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.
RECENT ACCOUNTING PRONOUNCEMENTS - In March 2008, the FASB issued SFAS No.
161,"Disclosures About Derivative Instruments and Hedging Activities - an
amendment of FASB Statement No. 133," (SFAS "161") as amended and interpreted,
which requires enhanced disclosures about an entity's derivative and hedging
activities and thereby improves the transparency of financial reporting.
Disclosing the fair values of derivative instruments and their gains and losses
in a tabular format provides a more complete picture of the location in an
entity's financial statements of both the derivative positions existing at
period end and the effect of using derivatives during the reporting period.
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.
SFAS No. 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. Early adoption is permitted.
The Company is currently evaluating the impact that FAS 161 will have on our
financial statements.
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
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LAKE FOREST MINERALS INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
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 future reported financial position or results of
operations.
In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of the Company's first fiscal year that begins after
November 15, 2007, although earlier adoption is permitted. As of December 31,
2008, the Company has not adopted this statement and management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity's first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed
9
LAKE FOREST MINERALS INC.
(An Exploration Stage Company)
Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
following existing GAAP. Management has not determined the effect that adopting
this statement would have on the Company's financial position or results of
operations.
2. PROPERTY AND EQUIPMENT
As of December 31, 2008, the Company does not own any property and/or equipment.
3. MINERAL PROPERTY
Effective June 26, 2008, the Company entered into a Mineral Property Option
Agreement (the "Agreement") with T.L. Sadlier-Brown, whereby the Company
obtained an option to acquire the VIN Mineral Claim located in the Princeton
Mining Division of British Columbia (the "VIN Mining Claim").
Under the terms of the Agreement, the Company paid $2,500 by June 30, 2008 and
in order to maintain the option, is required to pay a further $5,000 by June 30,
2009 and an additional $7,500 by June 30, 2010. Upon completion of the required
payments, which may be accelerated at the Company's option, the Company will own
an undivided 100% interest in the VIN Mineral Claim subject to a 2% net smelter
returns royalty reserved in favour of the Optionor.
Prior to completing the payments required under the Agreement, the Company has
the right to conduct exploration and development activities on the property at
its sole discretion and may, having provided notice to the vendor, terminate the
Agreement and relieve itself from any obligations thereunder.
The cost of the mineral property option was initially capitalized. The Company
has recognized an impairment loss of $2,500, as it has not yet been determined
whether there are proven or probable reserves on the property.
4. STOCKHOLDER'S EQUITY
The Company has 75,000,000 shares authorized with a par value of $0.001 per
share.
A total of 11,000,000 shares of the Company's common stock have been issued,
8,000,000 shares of the Company's common stock to the sole director of the
Company pursuant to a stock subscription agreement at $0.0015 per share for
total proceeds of $12,000. Another 3,000,000 shares of the Company's common
stock were issued at a price of $0.01 per share for gross proceeds of $30,000.
10
LAKE FOREST MINERALS INC.
(An Exploration Stage Company)
Notes to the Financial Statements
5. RELATED PARTY TRANSACTIONS
Jeffrey Taylor, the sole officer and director of the Company was not paid for
any underwriting services that he performed on behalf of the Company with
respect to the Company's recently completed SB-1 prospectus offering.
As of December 31, 2008 there are no other related party transactions between
the Company and any officers other than those mentioned above.
6. STOCK OPTIONS
As of December 31, 2008, the Company does not have any stock options
outstanding, nor does it have any written or verbal agreements for the issuance
or distribution of stock options at any point in the future.
7. ADVERTISING COSTS
The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense as of December
31, 2008.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
Certain statements in this report contain or may contain forward-looking
statements that are subject to known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These forward-looking
statements were based on various factors and were derived utilizing numerous
assumptions and other factors that could cause our actual results to differ
materially from those in the forward-looking statements. These factors include,
but are not limited to, our ability to generate revenues, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in connection with any
forward-looking statements that may be made herein. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report. Readers should carefully review this report in its
entirety, including but not limited to our financial statements and the notes
thereto. Except for our ongoing obligations to disclose material information
under the Federal securities laws, we undertake no obligation to release
publicly any revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events. For any forward-looking
statements contained in any document, we claim the protection of the safe harbor
for forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995.
GENERAL INFORMATION
Lake Forest Minerals was incorporated in the State of Nevada on June 23, 2008 to
engage in the acquisition, exploration and development of natural resource
properties. We are an exploration stage company with no revenues or operating
history.
Moore & Associates, Certified Public Accountants, our independent auditor, has
issued an audit opinion for Lake Forest Minerals which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
On June 26, 2008 we entered into a Mineral Property Purchase Agreement with T.L.
Sadlier-Brown which grants to Lake Forest Minerals the sole and exclusive right,
privilege and option to explore the Vin Mineral Claim (22 Mineral Title Grid
Units) together with the sole and exclusive right, privilege and option to
purchase the claims under specific terms. The Vin Claim is assigned Tenure
Number 552520 and the property comprises 458.779 hectares.
T.L. Sadlier-Brown, a consulting geologist, has prepared a geological report.
Our property (the Vin Mineral Claim) 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 deposit of gold or
copper we will be required to expend substantial funds to bring our claim to
production.
12
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $7,560 for the three month period ended
December 31, 2008. These expenses consisted of general operating expenses
incurred in connection with the day to day operation of our business, the
preparation and filing of our periodic reports and $5,000 in exploration costs.
There is no comparative period from 2007.
Our net loss from inception (June 23, 2008) through December 31, 2008 was
$16,906.
Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at December 31, 2008 was $25,094 with no liabilities. We
have sold $42,000 in equity securities since inception, $12,000 from the sale of
8,000,000 shares of stock to our officer and director and $30,000 from the sale
of 3,000,000 shares registered pursuant to our S-1 Registration Statement which
became effective on August 18, 2008. The offering was completed on September 11,
2008.
PLAN OF OPERATION
Our plan of operation for the twelve months is to complete the first phase of
the exploration program. In addition to the $15,000 we anticipate spending for
the first phase of the exploration program as outlined below, we anticipate
spending an additional $15,000 on professional fees, including fees payable in
connection with complying with reporting obligations, and general administrative
costs. Total expenditures over the next 12 months are therefore expected to be
approximately $30,000.
The following work program has been recommended by the consulting geologist who
prepared the geology report.
PHASE I
Soil sampling survey: ~ 3 line km 5,000
Geochemical analyses: 34 element ICP + Au FA & AA; ~400 samples @ $22 6,000
Camp costs; mobilization & demobilization 2,500
Data evaluation, interpretation and report preparation 1,500
-------
Sub-total 15,000 15,000
PHASE II
Provision for geophysical surveys 35,000
Provision for detailed mapping, trenching & rock sampling and assays 10,000
Data evaluation, interpretation and report preparation 5,000
5,000
------
Sub-total 55,000 55,000
------ ------
GRAND TOTAL 70,000
======
13
Phase II is contingent upon favorable results from Phase 1 and our ability to
raise additional funds.
The Company advanced T.L. Sadlier-Brown $5,000, on October 30th 2008, as an
advance to commence work on Phase I of the exploration program. Preliminary work
has commenced on the property claims as per Phase I of the exploration program.
Due to severe weather conditions in December and January, further exploration
work has been delayed. Subject to weather conditions and the availability of the
appropriate contractors, we plan to continue with Phase I of the exploration
program on the property claim in March 2009.
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 I of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase II of our
exploration program if we are able to raise the necessary funds. The estimated
cost of this program is $55,000 and will take approximately 3 weeks to complete
and an additional two to three months for the consulting geologist to receive
the results from the assay lab and prepare his report.
We have a verbal agreement with T.L. Sadlier-Brown, the consulting geologist who
prepared the geology report on our claim, to continue to retain his services for
our planned phase I exploration program. We cannot provide investors with any
assurance that we will be able to raise sufficient funds to proceed with any
work after the exploration program if we find mineralization.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation, under the supervision and with the participation
of our management, including the chief executive officer and the chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based upon
that evaluation, our chief executive officer and chief financial officer
concluded that the company's disclosure controls and procedures are effective,
as of December 31, 2008, in ensuring that material information relating to us
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
14
information required to be disclosed by an issuer in reports it files or submits
under the Securities Exchange Act is accumulated and communicated to management,
including its principal executive officer or officers and principal financial
officer or officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There was no change in our internal control over financial reporting identified
in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of
the Exchange Act that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibit Description Method of Filing
- ------- ----------- ----------------
3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 filed
with the SEC on August 6, 2008.
3.2 Bylaws Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 filed
with the SEC on August 6, 2008.
31.1 Certification of Chief Executive Filed electronically herewith
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Filed electronically herewith
Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32 Certification of Chief Executive Filed electronically herewith
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.
15
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
/s/ Jeffrey Taylor February 4, 2009
- ------------------------------------ ----------------
Jeffrey Taylor, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
16