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, 2009
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) 203-4100
(Telephone number, including area code)
Resident Agents of Nevada, Inc.
711 S. Carson Street, Suite 4
Carson City, NV 89701
(775) 882 4641
(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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] 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 10,
2010.
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,
2009 2009
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 7,595 $ 19,637
-------- --------
Total Current Assets 7,595 19,637
-------- --------
Total Assets $ 7,595 $ 19,637
======== ========
LIABILITIES
CURRENT LIABILITIES
Accounts payable 2,442 3,889
-------- --------
Total Current Liabilities 2,442 3,889
-------- --------
STOCKHOLDERS' EQUITYY
Common Stock
75,000,000 authorized shares, par value $0.001
11,000,000 shares issued and outstanding 11,000 11,000
Additional Paid-in-Capital 31,000 31,000
Deficit accumulated during exploration stage (36,847) (26,252)
-------- --------
Total Stockholders' Equity 5,153 15,748
-------- --------
Total Liabilities and Stockholders' Equity $ 7,595 $ 19,637
======== ========
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)
(Unaudited)
Period from
June 23, 2008
Three Months Three Months Six Months Six Months (Date of inception)
Ended Ended Ended Ended through
December 31, December 31, December 31, December 31, December 31,
2009 2008 2009 2008 2009
------------ ------------ ------------ ------------ ------------
REVENUES:
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
Total Revenues -- -- -- -- --
EXPENSES:
Operating Expenses
Exploration expenses -- 5,000 -- 5,000 5,000
Impairment of mineral property -- -- 5,000 -- 7,500
General and Adminstrative 879 1,310 1,316 3,206 5,692
Professional Fees 2,408 1,250 4,279 2,750 18,655
------------ ------------ ------------ ------------ ------------
Total Expenses 3,287 7,560 10,595 10,956 36,847
------------ ------------ ------------ ------------ ------------
Net loss from Operations (3,287) (7,560) (10,595) (10,956) (36,847)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Net Income (Loss) for the period $ (3,287) $ (7,560) $ (10,595) $ (10,956) $ (36,847)
============ ============ ============ ============ ============
Basic and Diluted Earnings Per Common
Share (0.00) (0.00) (0.00) (0.00) (0.00)
------------ ------------ ------------ ------------ ------------
Weighted Average number of Common
Shares used in per share calculations 11,000,000 11,000,000 11,000,000 9,809,783 10,530,576
============ ============ ============ ============ ============
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, 2009
(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 (Audited) -- -- -- (6,239) (6,239)
---------- ------- ------- -------- --------
Balance, June 30, 2008 8,000,000 8,000 4,000 (6,239) 5,761
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 Year (Audited) -- -- -- (20,013) (20,013)
---------- ------- ------- -------- --------
Balance, June 30, 2009 11,000,000 11,000 31,000 (26,252) 15,748
Net Loss for the Period -- -- -- (10,595) (10,595)
---------- ------- ------- -------- --------
Balance, December 31, 2009 11,000,000 $11,000 $31,000 $(36,847) $ 5,153
========== ======= ======= ======== ========
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 Six Months (Date of inception)
Ended Ended through
December 31, December 31, December 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(10,595) $(10,956) $(36,847)
Adjustments to reconcile net loss to net cash
used in operating activities:
Accounts payable (1,447) -- 2,442
Impairment of mineral property 5,000 -- --
-------- -------- --------
Net Cash Provided from Operating Activities (7,042) (10,956) (34,405)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral property option payment (5,000) -- --
-------- -------- --------
Net Cash Used in Investing Activities (5,000) -- --
-------- -------- --------
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 (12,042) 19,044 7,595
-------- -------- --------
Cash Balance, Beginning of Period 19,637 6,050 --
-------- -------- --------
Cash Balance, End of Period $ 7,595 $ 25,094 $ 7,595
======== ======== ========
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 June 23, 2008,
indicates the sole director Jeffrey Taylor as the President, Secretary, and
Treasurer.
GOING CONCERN - The Company has incurred net losses of approximately $36,772 for
the period from June 23, 2008 (Date of Inception) through December 31, 2009 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.
6
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 by recognizing 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.
The Company has net operating loss carryover to be used for reducing future
year's taxable income. 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 - 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, 2009, 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 - 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.
7
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. The Company assesses
the carrying costs for impairment 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 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. As of December
31, 2009, 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 June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
financial Accounting Standards No. 141 (revised 2007), Business combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
8
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)
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140 (ASC Topic 860),
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities," and FASB Interpretation 46 (ASC Topic 810) (revised December
2003), "Consolidation of Variable Interest Entities - an interpretation of ARB
No. 51 (ASC Topic 810)," 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.
Management believes recently issued accounting pronouncements will have no
impact on the financial statements of Lake Forest Minerals.
2. PROPERTY AND EQUIPMENT
As of December 31, 2009, 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,
paid a further $5,000 by August 15, 2009 and in order to maintain the option is
required to pay 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 $7,500, as it has not yet been determined
whether there are proven or probable reserves on the property.
9
LAKE FOREST MINERALS INC.
(An Exploration Stage Company)
Notes to the Financial Statements
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.
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, 2009 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, 2009, 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, 2009.
10
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.
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.
Our financial statements from inception through the period ended December 31,
2009 report no revenues and a net loss of $36,847. Seale and Beers, 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.
Our mineral claim has been staked and we hired a professional mining engineer to
prepare 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.
The Vin Claim is assigned Tenure Number 552520 and is in good standing to
February 22, 2010. The property comprises 458.779 hectares included within 22
Mineral Title Grid Units. If our claim does not contain any reserves of gold,
11
copper or other minerals all funds that we spend on exploration will be lost. If
we complete our current exploration program and are successful in identifying a
mineral deposit we will need to expend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable mineral
deposit or reserve.
Our shares are quoted on the Over-the-Counter Electronic Bulletin Board (OTCBB)
under the symbol "LAKF". There has been no active trading of our securities,
and, therefore, no high and low bid pricing. As of the date of this report Lake
Forest Minerals had 21shareholders of record. We have paid no cash dividends and
have no outstanding options.
RESULTS OF OPERATIONS
We are still in our exploration stage and have not generated any revenue.
We incurred operating expenses of $3,287 and $7,560 for the three month periods
ended December 31, 2009 and 2008, respectively. These expenses consisted of
general operating expenses incurred in connection with the day to day operation
of our business and the preparation and filing of our periodic reports. For the
three months ended December 31, 2008 the expenses also included $5,000 in
exploration expenses.
Our net loss from inception (June 23, 2008) through December 31, 2009 was
$36,847.
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, 2009 was $7,595 with $2,442 in current
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. If we experience a shortage of funds prior to
completion of the first phase of exploration our director has agreed to advance
the company funds for operating expenses.
The following original 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
12
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
======
Phase II is contingent upon favorable results from phase I.
The Company advanced T.L. Sadlier-Brown $5,000, on October 30, 2008, as an
advance to commence work on Phase I of the exploration program. Preliminary work
has been completed on the property claims as per Phase I of the exploration
program. Subject to weather conditions and the availability of the appropriate
contractors and sufficient funds, we plan to continue with Phase I of the
exploration program on the property claim.
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.
Under the terms of the Option 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. The second option
payment of $5,000 originally due by June 30, 2009 under the Agreement, was
postponed to August 15, 2009 by verbal agreement between T.L Sadlier-Brown and
the Company. On August 12, 2009 the second option payment of $5,000 was paid to
T.L Sadlier-Brown. 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.
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.
Our financial resources have been substantially depleted and in our efforts to
enhance shareholder value, we may look for other potential business
opportunities that might be available to the Company. We may decide that we
cannot continue with our business operations as detailed in our original
business plan because phase one of the exploration program does not prove
successful in identifying mineral deposits or a lack of financial resources due
to ongoing losses. There can be no certainties that there will be any other
business opportunities available; nor the nature of the business opportunity;
nor any indication of the financial resources required of any possible business
opportunity.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
13
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, 2009, 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
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.
14
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.
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 10, 2010
- ------------------------------------- -----------------
Jeffrey Taylor, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
15