UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: July 31, 2008
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ______________
Commission file number: 000-52293
YELLOWCAKE MINING INC.
(Exact name of registrant as specified in its charter)
Nevada 83-0463005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
720-999 West Broadway, Vancouver, BC Canada V5Z 1K5
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 604-685-4048
Securities registered pursuant to Section 12(b) of the Act
Title of Each Class Name of each Exchange on which registered
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Nil N/A
Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ ]
Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a Smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes[ ] No [X]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
38,413,768 common shares at a price of $0.485 per share for an aggregate market
value of $18,630,677.48 (1)
1. The aggregate market value of the voting stock held by non-affiliates is
computed by reference to the average bid and asked price of our common
stock, as of the last business day of our most recently completed second
fiscal quarter
Note.--If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 51,413,768 shares of common
stock are issued and outstanding as of November 13, 2008.
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
EXPLANATORY NOTE:
This Amendment on Form 10-K/A constitutes an amendment to our annual report
on Form 10-K for the fiscal year ended July 31, 2008, which was originally filed
with the Securities and Exchange Commission on November 13, 2008.
This amendment is being filed solely for the purpose of correcting the
disclosure in Item 9A(T) Controls and Procedures and complying with Rules 13a-15
and 15d-15 of the Exchange Act only.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, new
certifications of our principal executive officer and principal financial
officer are being filed as exhibits to this amendment. All other information
included in our annual report on Form 10-K for the fiscal year ended July 31,
2008 has not been amended. Except for the matter described above, this amendment
does not change any previously reported financial results, modify or update
disclosures in the Form 10-K, or reflect events occurring after the date of the
filing of the Form 10-K.
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ITEM 9A(T). CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act,
our management, with the participation of our principal executive and principal
financial officer, evaluated our company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end
of the period covered by this Annual Report on Form 10-K. Disclosure controls
and procedures are controls and other procedures that are designed to ensure
that information required to be disclosed in our company's reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include
controls and procedures designed to ensure that information required to be
disclosed in our company's reports filed under the Exchange Act is accumulated
and communicated to our principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.
Based on its evaluation, our management, with the participation of our principal
executive and principal financial officer concluded that as of the end of the
period covered by this Annual Report on Form 10-K, our disclosure controls and
procedures were not effective.
LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Management believes that 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 our 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 a simple
error or mistake. Additional controls can be circumvented by the individual acts
of some persons, by collusion of two or more people, or by management override
of the controls. 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, controls may become inadequate because
of changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.
Management is responsible for establishing and maintaining adequate internal
control over our financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f). Our management evaluated, under the supervision and with the
participation of our principal executive and principal financial officer, the
effectiveness of our internal control over financial reporting as of July 31,
2008.
Based on its evaluation under the framework in Internal Control--Integrated
Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission, our management, with the participation of our principal executive
and principal financial officer concluded that our internal control over
financial reporting was not effective as of July 31, 2008, due to the existence
of significant deficiencies constituting material weaknesses, as described in
greater detail below. A material weakness is a control deficiency, or
combination of control deficiencies, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.
This annual report does not include an attestation report of our company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our
company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit our company to provide only management's report in
this annual report.
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MATERIAL WEAKNESSES IDENTIFIED
Based on our management's evaluation required by paragraph (d) of Rule 13a-15
and of Rule 15d-15 of the Exchange Act, our management determined that we had
certain significant deficiencies in internal control that our management
believes represent material weaknesses, including:
(i) Lack of a sufficient number of independent directors for our board
and audit committee. As a publicly-traded company, we should strive
to have a majority of our board of directors be independent;
(ii) Insufficient segregation of duties in our finance and accounting
functions due to limited personnel. During the year ended July 31,
2008, we had limited staff at our executive office in Vancouver,
British Columbia that performed nearly all aspects of our financial
reporting process, including, but not limited to, access to the
underlying accounting records and systems, the ability to post and
record journal entries and responsibility for the preparation of the
financial statements. This creates certain incompatible duties and a
lack of review over the financial reporting process that would
likely result in a failure to detect errors in spreadsheets,
calculations, or assumptions used to compile the financial
statements and related disclosures as filed with the SEC. These
control deficiencies could result in a material misstatement to our
interim or annual financial statements that would not be prevented
or detected;
(iii) Our company's accounting personnel and management does not have
sufficient technical accounting knowledge relating to accounting for
options granted to directors and officers, and employees;
(iv) Our company's accounting personnel and management does not have
sufficient technical accounting knowledge relating to accounting for
income taxes;
(v) Our company's accounting personnel and management does not have
sufficient technical knowledge in the preparation of financial
statements and
(vi) Insufficient corporate governance policies. Our corporate governance
activities and processes are not always formally documented.
Specifically, decisions made by the board to be carried out by
management should be documented and communicated on a timely basis
to reduce the likelihood of any misunderstandings regarding key
decisions affecting our operations and management.
The full list of these weaknesses were discovered by our management during the
performance of its evaluation and report on Internal Control over Financial
Reporting as described above. Some of these weaknesses were known to our
management previously. Our management believes that these weaknesses have
existed in our company since our change in control that began on or about
January 16, 2007, when the company had a change of directors, officers and
control persons.
PLAN FOR REMEDIATION OF MATERIAL WEAKNESSES
We intend to take appropriate and reasonable steps to make the necessary
improvements to remediate these deficiencies when we are able to do so
financially and when the timing is appropriate for our company. We do not know
what further measures we will take, when we will take them or how much they will
cost.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The following changes in our internal control over financial reporting took
place during the fiscal quarter ended July 31, 2008 and have materially affected
or are reasonably likely to materially affect our internal control over
financial reporting:
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During the fiscal quarter that ended July 31, 2008, we took the following
measures that did not remove any of our weaknesses:
(i) We engaged a professional accounting firm to provide assistance in
the review of stock based compensation expense calculation on May 1,
2008;
(ii) We engaged a professional accounting firm to assist in the
accounting of income taxes on May 1, 2008;
(iii) We engaged a professional accounting firm to assist in the
preparation of financial statements on May 1, 2008; and
(iv) We implemented a policy to formally document all decisions made by
the board in a timelier manner on May 1, 2008.
The material cost of these measures has been approximately $79,700 from May 1,
2008 to October 31, 2009 and we expect to pay approximately an additional
$12,000 per fiscal quarter for at least the 12 month period to October 31, 2010.
Although the changes we have made have remedied in part, the weaknesses listed
under (ii)(iii)(iv)(v) and (vi) listed above on page 5, we continue to have all
of the weaknesses as described above. We intend to take appropriate and
reasonable steps to make the necessary improvements to remediate our material
weaknesses when we are able to do so financially and when the timing is
appropriate for our company. We do not know what further measures we will take,
when we will take them or how much they will cost.
CERTIFICATIONS
Certifications with respect to disclosure controls and procedures and internal
control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the
Exchange Act are attached to this annual report on Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibit
Number Description
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3.1 Articles of Incorporation (attached as an exhibit to our Form SB-2
Registration Statement, filed on September 22, 2006)
3.2 Bylaws (attached as an exhibit to our Form SB-2 Registration
Statement, filed on September 22, 2006)
3.3 Articles of Merger filed with the Secretary of State on January 12,
2007 and which is effective January 23, 2007 (attached as an exhibit
to our current report on Form 8-K, filed on January 25, 2007)
3.4 Certificate of Change filed with the Secretary of State of Nevada on
January 12, 2007 and which is effective January 23, 2007 (attached as
an exhibit to our current report on Form 8-K, filed on January 25,
2007)
3.5 Amended and Restated Bylaws (attached as an exhibit to our current
report on Form 8-K, filed on September 18, 2008)
5.1 Legal Opinion of Clark Wilson LLP (attached an exhibit to our Form S-1
filed on September 15, 2008)
10.1 Letter of intent between our company and Strathmore Minerals Corp.
dated January 29, 2007 (attached as an exhibit to our current report
on Form 8-K, filed on January 30, 2007)
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10.2 Form of Overseas Subscription Agreement (attached as an exhibit to our
current report on Form 8-K, filed on February 22, 2007)
10.3 Form of US Subscription Agreement (attached as an exhibit to our
current report on Form 8-K, filed on February 22, 2007)
10.4 Option and Joint Venture Agreement dated March 14, 2007 between our
company and Strathmore Minerals Corp. (attached as an exhibit to our
current report on Form 8-K, filed on March 16, 2007)
10.5 Letter of Intent dated April 5, 2007 between our company and
Strathmore Minerals Corp. (attached as an exhibit to our current
report on Form 8-K, filed on April 10, 2007)
10.6 Letter of Intent dated April 12, 2007 between our company and
Strathmore Minerals Corp. (attached as an exhibit to our current
report on Form 8-K, filed on April 19, 2007)
10.7 Investor Relations Agreement with Carson Seabolt dated June 15, 2007
(attached as an exhibit to our current report on Form 8-K, filed on
July 12, 2007)
10.8 Amended Letter of Intent with Strathmore Resources (US) Ltd. dated
July 23, 2007 regarding the Jeep Project (attached as an exhibit to
our current report on Form 8-K, filed on July 31, 2007)
10.9 Amended Letter of Intent with Strathmore Resources (US) Ltd. dated
July 23, 2007 regarding the Sky Project (attached as an exhibit to our
current report on Form 8-K, filed on July 31, 2007
10.10 Stock Option Plan (attached as an exhibit to our current report on
Form 8-K, filed on July 31, 2007)
10.11 Form of Master Agreement Concerning Lease and Option for Purchase and
Sale of Mining Properties (Mining Claims, Montrose County, Colorado)
(attached as an exhibit to our current report on Form 8- K filed on
January 7, 2008)
10.12 Limited Liability Company Operating Agreement dated effective December
31, 2007 with Strathmore Resources (US) Ltd. (attached as an exhibit
to our current report on Form 8-K, filed on May 1, 2008)
10.13 Jeep Project Termination Agreement dated April 21, 2008 with
Strathmore Resources (US) Ltd. (attached as an exhibit to our current
report on Form 8-K, filed on May 1, 2008)
10.14 Sky Project Termination Agreement dated April 21, 2008 with Strathmore
Resources (US) Ltd. (attached as an exhibit to our current report on
Form 8-K, filed on May 1, 2008)
14.1 Code of Ethics (attached as an exhibit to our annual report on Form
10-KSB, filed on November 14, 2007)
16.1 Letter on change in certifying accountant (attached as an exhibit to
our current report on Form 8-K, filed on June 14, 2007 and amended on
July 12, 2007)
31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002
32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002
99.1 Audit Committee Charter (attached as an exhibit to our annual report
on Form 10-KSB, filed on November 14, 2007)
99.2 Nominating Committee Charter (attached as an exhibit to our annual
report on Form 10-KSB, filed on November 14, 2007)
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* filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
YELLOWCAKE MINING INC.
By: /s/ Lisa Lopomo
---------------------------------------------------
Lisa Lopomo
President, Secretary and Treasurer
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)
Dated: March 15, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
By: /s/ Lisa Lopomo
---------------------------------------------------
Lisa Lopomo
Director
Dated: March 15, 2010
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