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, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 333-149000
Midex Gold Corp.
(Exact name of small business issuer as specified in its charter)
Nevada N/A
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
Kanonyele, Box 55758, Dar es Salaam, Tanzania N/A
(Address of principal executive offices) (Zip Code)
(+255 788 364 496
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (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 require to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
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 [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of August 18, 2009, the registrant's outstanding common stock consisted of
35,000,000 shares.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements. 3
ITEM 2. Management Discussion and Analysis of Financial
Condition / Plan of Operations. 14
ITEM 3. Quantitative and Qualitative Disclosure About Market Risks. 17
ITEM 4. Control and Procedures. 17
ITEM 4T. Controls and Procedures. 17
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings. 18
ITEM 2. Unregistered Sales of Equity Securities. 18
ITEM 3. Defaults Upon Senior Securities. 18
ITEM 4. Submission of Matters to a Vote of Security Holders. 18
ITEM 5. Other Information. 18
ITEM 6. Exhibits. 18
2
PART I - FINANCIAL INFORMATION
Midex Gold Corp.
(A Development Stage Company)
June 30, 2009
Index
-----
Balance Sheets 4
Statements of Operations 5
Statements of Stockholders' Equity (Deficit) 6
Statements of Cash Flows 7
Notes to the Financial Statements 8
3
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
June 30, March 31,
2009 2009
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 22,663 $ 55,373
-------- --------
TOTAL ASSETS $ 22,663 $ 55,373
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Loan from Director $ 4,230 $ 4,230
-------- --------
TOTAL CURRENT LIABILITIES 4,230 4,230
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value, 250,000,000 shares
authorized; 35,000,000 shares issued and outstanding
(March 31, 2008 - 25,000,000) 35,000 35,000
Additional paid-in-capital 70,000 70,000
Deficit accumulated during the development stage (86,567) (53,857)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 18,433 51,143
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 22,663 $ 55,373
======== ========
The accompanying notes are an integral part of these financial statements.
4
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
- --------------------------------------------------------------------------------
Three Months Three Months From Inception on
Ended Ended February 6, 2008 to
June 30, June 30, June 30,
2009 2008 2009
------------ ------------ ------------
Revenue $ -- $ -- $ --
------------ ------------ ------------
Expenses
General and Administrative Expenses 32,710 6,144 86,567
------------ ------------ ------------
Net (loss) from Operation before Taxes (32,710) (6,144) (86,567)
Provision for Income Taxes 0 0 0
------------ ------------ ------------
Net (loss) $ (32,710) $ (6,144) $ (86,567)
============ ============ ============
(LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 35,000,000 25,000,000
============ ============
The accompanying notes are an integral part of these financial statements.
5
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on February 6, 2008 to June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Stock Additional During
-------------------- Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance at inception on February 6, 2008
Common shares issued for cash at $0.001
(par value) on March 31, 2008 25,000,000 $ 25,000 $(20,000) $ -- $ 5,000
Net (loss) for the period from inception
on February 6, 2008 to March 31, 2008 -- -- -- (1,082) (1,082)
---------- -------- -------- --------- --------
Balance as of March 31, 2008 25,000,000 $ 25,000 $(20,000) $ (1,082) $ 3,918
========== ======== ======== ========= ========
Shares for cash at $0.01/share 9/30/08 8,800,000 8,800 79,200 -- 88,000
Shares for cash at $0.01/share 12/31/08 1,200,000 1,200 10,800 -- 12,000
Net (loss) for the period from inception on
February 6, 2008 to March 31, 2009 -- -- -- (53,857) (53,857)
---------- -------- -------- --------- --------
Balance as of March 31, 2009 35,000,000 $ 35,000 $ 70,000 $ (53,857) $ 51,143
========== ======== ======== ========= ========
Net (loss) -- -- -- (32,710) (32,710)
---------- -------- -------- --------- --------
Balance as of June 30, 2009 35,000,000 $ 35,000 $ 70,000 $ (86,567) $ 18,433
========== ======== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
6
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
Three Months Three Months From Inception on
Ended Ended February 6, 2008 to
June 30, June 30, June 30,
2009 2008 2009
--------- --------- ---------
OPERATING ACTIVITIES
Net (loss) $ (32,710) $ (6,144) $ (86,567)
--------- --------- ---------
Net cash (used) for operating activities (32,710) (6,144) (86,567)
--------- --------- ---------
FINANCING ACTIVITIES
Loans from Director -- 2,500 4,230
Sale of common stock -- -- 105,000
--------- --------- ---------
Net cash provided by financing activities -- 2,500 109,230
--------- --------- ---------
Net increase (decrease) in cash and equivalents (32,710) (3,644) 22,663
Cash and equivalents at beginning of the period 55,373 5,148 --
--------- --------- ---------
Cash and equivalents at end of the period $ 22,663 $ 1,504 $ 22,663
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ -- $ --
========= ========= =========
Taxes $ -- $ -- $ --
========= ========= =========
NON-CASH ACTIVITIES $ -- $ -- $ --
========= ========= =========
The accompanying notes are an integral part of these financial statements.
7
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Unaudited)
1. ORGANIZATION AND BUSINESS OPERATIONS
TRIPOD INTERNATIONAL, INC ("the Company") was incorporated under the laws of the
State of Nevada, U.S. on February 6, 2008. The name of the company was changed
to Midex Gold Corp. on April 27, 2009. The Company is in the development stage
as defined under Statement on Financial Accounting Standards No. 7, Development
Stage Enterprises ("SFAS No.7"). The Company has not generated any revenue to
date and consequently its operations are subject to all risks inherent in the
establishment of a new business enterprise. For the period from inception,
February 6, 2008 through June 30, 2009 the Company has accumulated losses of
$86,567.
2. GOING CONCERN
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $86,567 as of June 30, 2009 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
c) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
d) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar.
e) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
8
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Unaudited)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
f) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R). To date, the Company has not adopted a stock option plan
and has not granted any stock options.
g) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
h) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.
i) Fiscal Periods
The Company's fiscal year end is March 31.
j) Cash Balances
The Company maintains its cash in the Canadian Bank and these funds are not
insured.
k) Recent Accounting Pronouncements
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
9
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Unaudited)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING
WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies 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. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
10
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Unaudited)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
11
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Unaudited)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.
4. COMMON STOCK
The authorized capital of the Company is 250,000,000 common shares with a par
value of $ 0.001 per share. In March 2008, the Company issued 25,000,000 shares
of common stock at a price of $0.0002 per share for total cash proceeds of
$5,000.
During the period July 31, 2008 to September 30, 2008, the Company issued
8,800,000 shares of common stock at a price of $0.01 per share for total cash
proceeds of $88,000. During the period October 1, 2008 to December 31, 2008, the
Company issued 1,200,000 shares of common stock at a price of $0.01 per share
for total cash proceeds of $12,000.
5. INCOME TAXES
As of June 30, 2009, the Company had net operating loss carry forwards of
approximately $86,567 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
6. RELATED PARTY TRANSACTIONS
On February 6, 2008, Director had loaned the Company $930. On March 3, 2008
Director had loaned the Company $300. On April 16, 2008 Director had loaned the
Company $2,500. On July 25, 2008 Director had loaned the Company $500. The loans
are non-interest bearing, due upon demand and unsecured. As of June 30, 2009
total balance due to the director was $4,230.
7. ADVERTISING
All advertising costs are expensed as incurred. As of this time, there have been
no advertising costs.
12
Midex Gold Corp. fka Tripod International, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2009
(Unaudited)
8. PROPERTY
The company does not rent or lease any property. The office space is contributed
by the director at no cost.
13
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
SAFE HARBOR STATEMENT
This report on Form 10-Q contains certain forward-looking statements. All
statements other than statements of historical fact are "forward-looking
statements" for purposes of these provisions, including any projections of
earnings, revenues, or other financial items; any statements of the plans,
strategies, and objectives of management for future operation; any statements
concerning proposed new products, services, or developments; any statements
regarding future economic conditions or performance; statements of belief; and
any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.
These forward-looking statements involve significant risks and uncertainties,
including, but not limited to, the following: competition, promotional costs,
and risk of declining revenues. Our actual results could differ materially from
those anticipated in such forward-looking statements as a result of a number of
factors. These forward-looking statements are made as of the date of this
filing, and we assume no obligation to update such forward-looking statements.
The following discusses our financial condition and results of operations based
upon our consolidated financial statements which have been prepared in
conformity with accounting principles generally accepted in the United States.
It should be read in conjunction with our financial statements and the notes
thereto included elsewhere herein.
The following discussion should be read in conjunction with our consolidated
financial statements, including the notes thereto, appearing elsewhere in this
Form 10-Q. The discussions of results, causes and trends should not be construed
to imply any conclusion that these results or trends will necessarily continue
into the future.
OVERVIEW
We were incorporated in the State of Nevada on February 6, 2008 under the name
Tripod International, Inc. On April 27, 2009 we changed our name to Midex Gold
Corp. We are engaged in the business of developing a select portfolio of
near-term gold and diamond production projects in Tanzania.
Our shares of common stock trade on the Over-the-Counter Bulletin Board under
the symbol "MDXO.OB". We do not have any subsidiaries.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," or "Midex Gold" refers to Midex Gold
Corp.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2009, we had cash of $22,663 and a working capital surplus of
$18,433. As of June 30, 2009 our accumulated deficit was $86,567. For the three
months ended June 30, 2009 our net loss was $32,710 compared to $6,144 during
the same period in 2008. This increase was due to higher general and
administrative expenses.
14
Our loss was funded by proceeds from our bank account. During the three months
ended June 30, 2009, we raised in net proceeds $nil through financing activities
and our cash position decreased by $32,710.
We used net cash of $32,710 in operating activities for the three months ended
June 30, 2009 compared to net cash of $6,144 in operating activities for the
same period in 2008. We did not use any money in investing activities for the
three months ended June 30, 2009 nor did we use any money for investing
activities during the same period in 2008.
During the three months ended June 30, 2009 our monthly cash requirement was
approximately $10,903, compared to approximately $2,048 for the same period in
2008. We expect to require a total of approximately $500,000 to fully carry out
our business plan over the next twelve months beginning September 2009 as set
out in this table:
Description Estimated Expense
----------- -----------------
Legal and Auditing
Expenses $ 75,000
Office Rent and Expenses $ 12,500
General Administration $ 25,000
Geological Consulting $ 60,000
Technical Consulting $ 90,000
Field Contractors $120,000
Field Labor $ 10,000
Lab Expenses $ 27,500
Travel $ 60,000
Miscellaneous Expenses $ 20,000
--------
TOTAL $500,000
========
We intend to meet our cash requirements for the next 12 months through external
sources: a combination of debt financing and equity financing through private
placements. We are currently not in good short-term financial standing. We
anticipate that we may not generate any revenues in the near future and we will
not have enough positive internal operating cash flow until we can generate
substantial revenues, which may take the next few years to fully realize. There
is no assurance we will achieve profitable operations. We have historically
financed our operations primarily by cash flows generated from the sale of our
equity securities and through cash infusions from officers and outside investors
in exchange for debt and/or common stock.
These financial statements have been prepared on the assumption that we are a
going concern, meaning we will continue in operation for the foreseeable future
and will be able to realize assets and discharge liabilities in the ordinary
course of operations. Different bases of measurement may be appropriate when a
company is not expected to continue operations for the foreseeable future. Our
continuation as a going concern is dependent upon our ability to attain
profitable operations and generate funds there-from, and/or raise equity capital
or borrowings sufficient to meet current and future obligations. Management
plans to raise equity financings over the next twelve months to finance
operations. There is no guarantee that we will be able to complete any of these
objectives. We have incurred losses from operations since inception and at June
30, 2009, have a working capital deficiency and an accumulated deficit that
creates substantial doubt about our ability to continue as a going concern.
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2009 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2008 AND FROM INCEPTION TO JUNE 30, 2009.
LIMITED REVENUES
Since our inception on February 6, 2008 to June 30, 2009, we did not earn any
revenues. As of June 30, 2009, we have an accumulated deficit of $86,567 and we
did not earn any revenues during the three months ending on June 30, 2009. At
this time, our ability to generate any significant revenues continues to be
uncertain. Our financial statements contain an additional explanatory paragraph
in Note 2, which identifies issues that raise substantial doubt about our
ability to continue as a going concern. Our financial statements do not include
any adjustment that might result from the outcome of this uncertainty.
NET LOSS
We incurred a net loss of $32,710 for the three months ended June 30, 2009,
compared to a net loss of $6,144 for the same period in 2008. This increase in
net loss was due to higher general and administrative expenses. From inception
on February 6, 2008 to June 30, 2009, we have incurred a net loss of $86,567.
Our basic and diluted loss per share was $0.00 for the three months ended June
30, 2009, and $0.00 for the same period in 2008.
EXPENSES
Our total operating expenses increased from $6,144 to $32,710 for the three
months ended June 30, 2009 compared to the same period in 2008. This increase in
expenses is due to higher general and administrative fees. Since our inception
on February 6, 2008 to June 30, 2009, we have incurred total operating expenses
of $86,567.
Our general and administrative expenses consist of bank charges, travel, meals
and entertainment, office maintenance, communication expenses (internet, fax,
and telephone), courier, postage costs, office supplies. Our general and
administrative expenses increased from $6,144 to $32,710 for the three months
ended June 30, 2009 compared to the same period in 2008. Since our inception on
February 6, 2008 until June 30, 2009 we have spent $86,567 on general and
administrative expenses.
INFLATION
The amounts presented in the financial statements do not provide for the effect
of inflation on our operations or financial position. The net operating losses
shown would be greater than reported if the effects of inflation were reflected
either by charging operations with amounts that represent replacement costs or
by using other inflation adjustments.
OFF-BALANCE SHEET ARRANGEMENTS
As of June 30, 2009, we had no off-balance sheet transactions that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS.
Not applicable.
ITEM 4. CONTROL AND PROCEDURES.
Not applicable
ITEM 4T. CONTROL AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures have been designed to ensure that information
required to be disclosed by the Company is collected and communicated to
management to allow timely decisions regarding required disclosures. The Chief
Executive Officer and the Chief Financial Officer have concluded, based on their
evaluation as of June 30, 2009 that, as a result of the following material
weaknesses in internal control over financial reporting as described further in
our Annual Report on Form 10-K filed with the SEC on March 19, 2009, disclosure
controls and procedures were ineffective in providing reasonable assurance that
material information is made known to them by others within the Company:
a) We did not maintain sufficient personnel with an appropriate level of
technical accounting knowledge, experience, and training in the application of
generally accepted accounting principles commensurate with our complexity and
our financial accounting and reporting requirements. We have limited experience
in the areas of financial reporting and disclosure controls and procedures.
Also, we do not have an independent audit committee. As a result, there is a
lack of monitoring of the financial reporting process and there is a reasonable
possibility that material misstatements of the consolidated financial
statements, including disclosures, will not be prevented or detected on a timely
basis; and
b) Due to our small size, we do not have a proper segregation of duties in
certain areas of our financial reporting process. The areas where we have a lack
of segregation of duties include cash receipts and disbursements, approval of
purchases and approval of accounts payable invoices for payment. This control
deficiency, which is pervasive in nature, results in a reasonable possibility
that material misstatements of the financial statements will not be prevented or
detected on a timely basis.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting during
the fiscal quarter ended June 30, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
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LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS
Our management, including the CEO and CFO, does not expect that our disclosure
controls and procedures or our internal control over financial reporting will
necessarily prevent all fraud and material error. An internal control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of the control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, and/or the degree of compliance with the
policies or procedures may deteriorate.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As of August 18, 2009 there are no material pending legal proceedings, other
than ordinary routine litigation incidental to our business, to which we or any
of our subsidiaries are a party or of which any of our properties is the
subject. Also, our management is not aware of any legal proceedings contemplated
by any governmental authority against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Number Description
- ------ -----------
31.1 Certification of Chief Executive Officer and Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Executive Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on our behalf by the
undersigned thereunto duly authorized.
MIDEX GOLD CORP.
(REGISTRANT)
Date: August 19, 2009 /s/ Vera Vechera
-------------------------------------------------
Vera Vechera
Chief Executive Officer, Chief Financial Officer,
Director
(Authorized Officer for Registrant)
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