UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE
ACT OF 1934
For the quarter period ended October 31, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
ACT OF 1934
For the transition period form ____________ to ____________
Commission File number 333-145879
SIGA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 74-3207964
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1002 Ermine Court, South Lake Tahoe, California, 96150
(Address of principal executive offices)
(530) 577-4141
(Registrant's telephone number)
N/A
(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 Securities Exchange Act of 1934 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 past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of "large accelerated filer", "accelerated filer" and "small
reporting company" Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a small reporting company)
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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 after the distribution of securities subsequent to the
distribution of securities under a plan confirmed by a court. Yes ? No ?
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
November 22, 2010: 43,785,000 common shares
Page Number
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited) 3
Balance Sheet as at October 31, 2010 and July 31, 2009 4
Statement of Operations
For the three months ended October 31, 2010 and 2009 and for the
period January 18, 2007 (Date of Inception) to October 31, 2010 5
Statement of Cash Flows
For the three months ended October 31, 2010 and 2009 and for the
period January 18, 2007 (Date of Inception) to October 31, 2010 6
Notes to the Financial Statements. 7
ITEM 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations 11
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk 19
ITEM 4. Controls and Procedures 20
ITEM 4T. Controls and Procedures 21
PART II. OTHER INFORMATION 21
ITEM 1. Legal Proceedings 21
ITEM 1A. Risk Factors 25
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
ITEM 3. Defaults Upon Senior Securities 25
ITEM 4. Submission of Matters to a Vote of Security Holders 25
ITEM 5. Other Information 25
ITEM 6. Exhibits 26
SIGNATURES 27
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Siga Resources, Inc. (pre-exploration stage
company) at October 31, 2010 (with comparative figures as at July 31, 2009) and
the statement of operations for the three months ended October 31, 2010 and 2009
and for the period from January 18, 2007 (date of incorporation) to October 31,
2010 and the statement of cash flows for the three months ended October 31, 2010
and 2009 and for the period from January 18, 2007 (date of incorporation) to
October 31, 2010 have been prepared by the Company's management in conformity
with accounting principles generally accepted in the United States of America.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended October 31, 2010 are not
necessarily indicative of the results that can be expected for the year ending
July 31, 2011.
3
SIGA RESOURCES, INC.
(Pre-exploration Stage Company)
BALANCE SHEETS
(Unaudited)
October 31, July 31,
2010 2010
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 1,990 $ --
---------- ----------
Total Current Assets $ 1,990 $ --
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 64,529 $ 58,195
Advances - related parties 2,000 --
---------- ----------
Total Current Liabilities 60,529 58,195
---------- ----------
STOCKHOLDERS' DEFICIENCY
Common stock
500,000,000 shares authorized, at $0.001 par value;
43,785,000 shares issued and outstanding 43,785 43,785
Capital in excess of par value 38,565 38,564
Deficit accumulated during the pre-exploration stage (146,889) (140,544)
---------- ----------
Total Stockholders' Deficiency (64,539) (58,195)
---------- ----------
$ 1,990 $ --
========== ==========
The accompanying notes are an integral part of
these unaudited financial statements.
4
SIGA RESOURCES, INC.
(Pre-exploration Stage Company)
STATEMENT OF OPERATIONS
For three months ended October 31, 2010 and 2009 and for the period from
January 18, 2007 (date of inception) to October 31, 2010
(Unaudited)
From
January 18, 2007
Three month Three months (dated of
ended ended inception) to
October 31, October 31, October 31,
2010 2009 2010
------------ ------------ ------------
REVENUES $ -- $ -- $ --
------------ ------------ ------------
EXPENSES
Accounting and auditing -- 3,500 38,596
Bank charges and interest 9 -- 373
Consulting -- -- 17,000
Edgarizing -- -- 2,898
Impairment of mineral claims -- -- 5,000
Filing fees -- -- 1,695
Incorporation costs -- -- 720
Legal 300 -- 10,118
Management fees 6,000 3,000 45,000
Office 35 68 2,115
Rent -- 900 11,700
Telephone -- 450 5,850
Transfer agent's fees -- -- 5,823
------------ ------------ ------------
NET LOSS FROM OPERATIONS $ (6,344) $ (7,918) $ (146,888)
============ ============ ============
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.00) $ (0.00)
============ ============
AVERAGE OUTSTANDING SHARES
Basic 43,785,000 43,785,000
============ ============
The accompanying notes are an integral part of
these unaudited financial statements.
5
SIGA RESOURCES, INC.
(Pre-exploration Stage Company)
STATEMENT OF CASH FLOWS
For the three months ended October 31, 2010 and 2009 and for the period from
January 18, 2007 (date of inception) to October 31, 2010
(Unaudited)
From
January 18, 2007
Three month Three months (dated of
ended ended inception) to
October 31, October 31, October 31,
2010 2009 2010
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (6,344) $ (7,918) $(146,888)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Changes in accounts payable 6,334 999 64,528
Capital contributions - expenses -- 4,350 56,550
--------- --------- ---------
Net Cash Provided (Used) in Operations (10) (2,569) (25,810)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: -- -- --
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties 2,000 2,569 2,000
Proceeds from issuance of common stock -- -- 25,800
--------- --------- ---------
2,000 2,569 27,800
--------- --------- ---------
Net (Decrease) Increase in Cash 1,990 -- 1,990
Cash at Beginning of Period -- -- --
--------- --------- ---------
CASH AT END OF PERIOD $ 1,990 $ -- $ 1,990
========= ========= =========
The accompanying notes are an integral part of
these unaudited financial statements
6
SIGA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2010
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company, Siga Resources Inc., was incorporated under the laws of the State
of Nevada on January 18, 2007 with the authorized capital stock of 300,000,000
shares at $0.001 par value. On January 31, 2008, the Secretary of State for
Nevada approved an amendment to the Articles of Incorporation where the total
number of shares of common stock was increased to 500,000,000 shares of common
stock with a par value of $0.001 per share.
The Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had been
acquired. The Company has not established the existence of a commercially
minable ore deposit and therefore has not reached the exploration stage and is
considered to be in the pre-exploration stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes antidulutive and
then only the basic per share amounts are shown in the report.
Evaluation of Long-Lived Assets
The Company periodically reviews its long term assets and makes adjustments, if
the carrying value exceeds fair value.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to be reversed. An allowance
against deferred tax assets is recorded, when it is more likely than not, that
such tax benefits will not be realized.
7
SIGA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2010
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Income Taxes - continued
On October 31, 2010 the Company had a net operating loss carry forward of
$146,889 for income tax purposes. The tax benefit of approximately $44,100 from
the loss carry forward has been fully offset by a valuation reserve because the
future tax benefit is undeterminable since the Company is unable to establish a
predictable projection of operating profits for future years. Losses will expire
on 2031.
Foreign Currency Translations
Part of the transactions of the Company were completed in Canadian dollars and
have been translated to US dollars as incurred, at the exchange rate in effect
at the time, and therefore, no gain or loss from the translation is recognized.
The functional currency is considered to be US dollars.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of
a service provided.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
Financial Instruments
The carrying amounts of financial instruments are considered by management to
be their fair value due to their short term maturities.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with general accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Impairment of Long-lived Assets
The Company reviews and evaluates long-lived assets for impairment when events
or changes in circumstances indicate that the related carrying amounts may not
be recoverable. The assets are subject to impairment consideration under ASC
360-10-35-17 if events or circumstances indicate that their carrying amounts
might not be recoverable. When the Company determines that an impairment
analysis should be done, the analysis will be performed using rules of ASC
930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or
Disposal of Long-Lived Assets.
8
SIGA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2010
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Mineral Property Acquisition Costs
Cost of acquisition and option costs of mineral rights are capitalized upon
acquisition. Mine development costs incurred to develop new ore deposits, to
expand the capacity of mines, or to develop mine areas substantially in advance
of current production are also capitalized once proven and probable reserves
exist and the property is a commercially mineable property. Cost incurred to
maintain current production, to maintain assets on a standby basis, or for
general exploration, are charged to operations as incurred. If the Company does
not continue with exploration after the completion of the feasibility study, the
mineral rights will be expensed at that time. Costs of abandoned projects are
charged to mining costs including related property and equipment costs. To
determine if these costs are in excess of their recoverable amount periodic
evaluation of carrying value of capitalized costs and related property and
equipment costs are based upon expected future cash flows and/or estimated
salvage value in accordance with Accounting Standards Codification (ASC)
360-10-35-15, Impairment or Disposal of Long-Lived Assets.
Various factors could impact our ability to achieve forecasted production
schedules. Additionally, commodity prices, capital expenditure requirements and
reclamation costs could differ from the assumptions the Company may use in cash
flow models used to assess impairment. The ability to achieve the estimated
quantities of recoverable minerals from exploration stage mineral interests
involves further risks in addition to those factors applicable to mineral
interests when proven and probable reserves have been identified, due to lower
level of confidence that the identified mineralized material can ultimately be
mined economically.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Environmental Requirements
At the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot be
made.
Reclassifications
Certain prior period amounts have been reclassified to conform with current
period presentation.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
9
SIGA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2010
(Unaudited - Prepared by Management)
3. ACQUISITION OF MINERAL CLAIM
On March 11, 2007, the Company acquired the Valolo Gold Claim located in the
Republic of Fiji for the consideration of $5,000 including a geological report.
The Valolo Gold Claim is located 10 miles east of the town of Korovou , Fiji.
Under Fijian law, the claim remains in good standing as long as the Company has
an interest in it. There is no annual maintenance fee or minimum exploration
work required on the Claim. The acquisition costs have been impaired and
expensed because there has been no exploration activity nor has there been any
reserve established and we cannot currently project any future cash flows or
salvage value for the coming year and the acquisition costs might not be
recoverable.
On September 24, 2010, the Company has entered into an earn-in agreement with
Touchstone Ventures Inc., a British Columbia Company, whereby it can earn an 80%
interest in Touchstone Ventures Inc.'s wholly owned subsidiary company,
Touchstone Precious Metals Inc., a British Columbia Company ("Touchstone"), by
investing ten million Canadian dollars (CAD$10,000,000) for acquisition and
development costs. The initial investment is for three hundred and five thousand
Canadian dollars (CAD$305,000) to determine and confirm the resource and develop
other information requisite to completing the projects' production design.
4. RELATED PARTY TRANSACTIONS
Officers-directors have acquired 60% of the common stock issued, have made
advances to the Company of $2,000 during the three months ended October 31,
2010, and have made contributions to capital of $56,550 in the form of noncash
expenses. Total advances from Directors of $35,451 were assigned to a third
party on May 31, 2010.
5. CAPITAL STOCK
On July 11, 2007, Company completed a private placement consisting of 26,250,000
post split common shares sold to directors and officers for a total
consideration of $750. On July 31, 2007, the Company completed a private
placement of 17,535,000 post split common shares for a total consideration of
$25,050. On January 16, 2008, the directors of the Company approved a resolution
to forward split the common shares of the Company based on a 35 new shares for
each old share held by the shareholders ("Forward Split"). As a result of the
Forward Split the common shares increased from 1,251,000 common shares with a
par value of $0.001 per share to 43,785,000 common shares with a par value of
$0.001 per share. All share references in these financial statements have been
retroactively adjusted for this Forward Split.
6. GOING CONCERN
The Company will need additional working capital to service its debt and to
develop the mineral claims acquired, which raises substantial doubt about its
ability to continue as a going concern. Continuation of the Company as a going
concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate for the coming year.
7. SUBSEQUENT EVENTS
On November 15, 2010, the Company issued 200,000 shares to the directors for
services valued at $90,000. The Company has evaluated subsequent events through
December 14, 2010.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the information
contained in the financial statements of Siga Resources, Inc. ("Siga") and the
notes which form an integral part of the financial statements which are attached
hereto.
The financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
We were incorporated in the State of Nevada on January 18, 2007, and established
a fiscal year end of July 31. We do not have any subsidiaries, affiliated
companies or joint venture partners.
We are a start-up, pre-exploration stage company engaged in the search for gold
and related minerals and have not generated any operating revenues since
inception. We have one claim called the Valolo Claim located in Fiji. We are in
the process of acquiring another claim called the Lucky Thirteen Claim located
near Hope, British Columbia, Canada. We have incurred losses since inception and
we must raise additional capital to fund our operations. There is no assurance
we will be able to raise this capital.
There is no assurance that a commercially viable mineral deposit, a reserve,
exists at our mineral claim or can be shown to exist until sufficient and
appropriate exploration is done and a comprehensive evaluation of such work
concludes economic and legal feasibility. Such work could take many years of
exploration and would require expenditure of very substantial amounts of
capital, capital we do not currently have and may never be able to raise.
Our sole holding is a 100% interest in the Valolo Gold Claim located in the
Republic of Fiji. Siga acquired the Valolo Claim for the sum of $5,000. We are
in the process of acquiring an additional claim near Hope, British Columbia
called the Lucky Thirteen Claim.
As of the date of this Form 10-Q, we have not conducted any exploration work on
either Claim. We do not have funds sufficient to complete Phase 1 of a two-phase
exploration program recommended for the Valolo Claim. Nevertheless, we are
hoping to start Phase I by no later than the late spring of 2010 through
advances from our directors.
We have no full time employees and our management devotes a small percentage of
their time to the affairs of Siga.
Our administrative office is located at 1002 Ermine Court, South Lake Tahoe,
California, 96150 . Our telephone number is (530) 577-4141.
DESCRIPTION OF THE PROPERTY
Particulars of the Valolo Claim, our sole mineral property follows.
LOCATION AND ACCESS
The Valolo Claim is located approximately 15 kilometers (9 miles) south of
Korovou, Fiji. The area covered by the Claim is an active mineral exploration
and development region with plenty of heavy equipment and operators available
for hire. Korovou provides all necessary amenities and supplies including, fuel,
helicopter services, hardware, drilling companies and assay services. Access to
our Claim is via major highway west from Korovou. No water is required for the
purposes of our planned exploration work. No electrical power is required at
this stage of exploration. Any electrical power that might be required in the
foreseeable future could be supplied by gas powered portable generators.
11
The claim's terrain is rugged with elevations ranging from of 1,420 feet to
2,650 feet. Tropical mountain forests grow at lower elevations in the northeast
corner of the claim and good rock exposure is found along the peaks and ridges
in the eastern portion of the claim. The climate is mild year round with the
rainy season falling from May to October.
PROPERTY GEOLOGY
A belt of volcanic rocks, of the Savura Volcanic Group, underlies the property.
These volcanic rocks are exposed along a wide axial zone of a broad complex. The
presence of these rocks on our property is relevant to us as gold
mineralization, at the nearby (approximately 20 miles to the west of our claim)
Nasoata Gold Mine, a past producer of gold in commercial quantities, is
generally concentrated within extrusive volcanic rocks (of the Savura Volcanic
Group) on the walls of large volcanic caldera.
The main igneous intrusions consist of `Medrausucu' consisting of tholetic
gabbros, tonalities and tondjhemites. Theoletic Gabbros, for example, are
generally a greenish or dark coloured fine to coarse grained rock. Irregular
shaped masses of so called "soda granite" are seen in both sharp and gradational
contact with the diorite. The different phases of Medrausucu are exposed from
north of the Valolo Gold Claim to just east of the town of Korovou and are
principal host rocks for gold veins at the previously mentioned Nasoata Gold
Mine.
On a regional basis the area of Fiji in which the Valolo Claim is located is
notable for epi-thermal type gold deposits such as that exploited at the
previously mentioned Nasoata Gold Mine. While no mineralization has been
reported for the area covered by the Valolo Claim, structures and shear zones
affiliated with mineralization on adjacent properties pass through the claim.
PREVIOUS EXPLORATION
To our knowledge based on examination by our geologist of available records, no
detailed exploration has previously been undertaken on the area covered by the
Valolo Claim.
However, numerous showings of mineralization have been discovered in the area
and several prospects in the area have achieved significant gold production (an
aggregate of 1.11 million ounces of gold reported between 1956 and 2002) in the
past. The same rock units, of the Savura Volcanic Group that are found at those
mineral occurrences underlie our claim. The Bhatt' Report has concluded that
further exploration of the Valolo Claim is warranted.
No assurance, however, can be given that any mineralization will be found on the
Valolo Claim.
PROPOSED EXPLORATION WORK - PLAN OF OPERATION
The Bhatt' Report recommends a phased exploration program to properly evaluate
the potential of the Valolo Claim . Mr. Bhatt is a registered member in good
standing of the Geological Society of Fiji. He is a graduate of University of
Queensland, Brisbane, Australia with both a Bachelor of Science degree, Geology
(1971) and a Master of Science (1975). Mr. Bhatt has practiced his profession as
a geologist for over 33 years. He visited our claim in March 2007.
We must conduct exploration to determine what minerals exist on our property and
whether they can be economically extracted and profitably processed. We plan to
proceed with exploration of the Valolo Claim by completing Phase I of the work
recommended in the Bhatt Report, in order to begin determining the potential for
discovering commercially exploitable deposits of gold on our claim.
We have not discovered any ores or reserves on the Valolo Claim. Our planned
Phase I work is exploratory in nature.
12
The Bhatt Report recommends a two-phase exploration program to properly evaluate
the potential of the claim. Phase I work will consist of geological mapping and
geophysical surveying. This will involve, among other things, establishing a
grid and the creation of maps showing all features of the terrain of our claim.
We will create an actual grid on the ground whereby items can be related one to
another more easily and with greater accuracy. When we map, we will actually
draw a scale map of the area and make notes on it as to the location where
anything (e.g. potential mineralization) was found that was of interest. In the
process we will also identify any showings which appear to warrant sampling,
i.e. any rock formations that appear to warrant our taking soil and rock samples
from the claims to a laboratory where a determination of the elemental make-up
of the sample and the exact concentrations of gold and other indicator minerals
can be made. We anticipate, based on the estimate contained in the Bhatt Report,
that Phase I work will cost approximately$10,900 (Fiji $17,800). The Valolo
Claim is located in a tropical climatic area so the claim can be worked year
round. We anticipate starting Phase I before the end of the fall of 2011.
Should Phase I results warrant further work, and provided we are able to raise
additional funds to undertake additional work on the Valolo Claim, we would
undertake the Phase II work recommended in the Bhatt' Report. The Phase II
geochemical and surface sampling work would be designed to compare the relative
concentrations of gold and other indicator minerals in samples so the results
from different samples can be compared in a more precise manner and plotted on a
map to evaluate their significance.
If an apparent mineralized zone(s) is identified and narrowed down to a specific
area by the Phase I & II work, we would then consider (again subject to our
ability to raise additional funds to do so) the feasibility of diamond drilling
selected targets to test the apparent mineralized zones. The cost of such a
program, assuming it is warranted, cannot be estimated at this time.
The recommended Phase II work is estimated to cost a further $13,860 (Fiji
$22,700). At this point we have funds available to complete part of Phase I
only. We will have to raise additional capital in order to carry out Phase II,
work or any other work beyond Phase I. Particularly since we have a limited
operating history, no reserves and no revenue, our ability to raise additional
funds might be limited. If we are unable to raise the necessary funds, we would
be required to suspend Siga's operations and liquidate our company.
There are no permanent facilities, plants, buildings or equipment on the Valolo
Claim.
COMPETITIVE FACTORS
The mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the mining
business which is the cornerstone of the founding and early stage development of
the mining industry. While we generally compete with other exploration
companies, there is no competition for the exploration or removal of minerals
from our claims. Readily available markets exist for the sale of gold.
Therefore, we will likely be able to sell any gold that we are able to recover,
in the event commercial quantities are discovered on the Valolo Claims. There is
no ore body on the Valolo Claims.
GOVERNMENT REGULATION
Exploration activities are subject to various national, state, foreign and local
laws and regulations in Fiji, which govern prospecting, development, mining,
production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We believe that we are in compliance in all material respects
with applicable mining, health, safety and environmental statutes and the
regulations passed thereunder in Fiji.
ENVIRONMENTAL REGULATION
Our exploration activities are subject to various federal, state and local laws
and regulations governing protection of the environment. These laws are
continually changing and, as a general matter, are becoming more restrictive.
13
Our policy is to conduct business in a way that safeguards public health and the
environment. We believe that our exploration activities are conducted in
material compliance with applicable laws and regulations. Changes to current
local, state or federal laws and regulations in the jurisdictions where we
operate could require additional capital expenditures and increased operating
and/or reclamation costs. Although we are unable to predict what additional
legislation, if any, might be proposed or enacted, additional regulatory
requirements could render certain exploration activities uneconomic.
EMPLOYEES
Initially, we intend to use the services of subcontractors for labor exploration
work on our claim. At present, we have no employees as such although each of our
officers and directors devotes a portion of his time to the affairs of Siga.
None of our officers and directors has an employment agreement with us. We
presently do not have pension, health, annuity, insurance, profit sharing or
similar benefit plans; however, we may adopt such plans in the future. There are
presently no personal benefits available to any employee.
As indicated above we will hire subcontractors on an as needed basis. We have
not entered into negotiations or contracts with any potential subcontractors. We
do not intend to initiate negotiations or hire anyone until we are nearing the
time of commencement of our planned exploration activities.
LUCKY THIRTEEN CLAIM
On September 24, 2010, the Company has entered into an earn-in agreement with
Touchstone Ventures Inc., a British Columbia Company, whereby it can earn an 80%
interest in Touchstone Ventures Inc.'s wholly owned subsidiary company,
Touchstone Precious Metals Inc., a British Columbia Company ("Touchstone"), by
investing ten million Canadian dollars (CAD$10,000,000) for acquisition and
development costs. The initial investment is for three hundred and five thousand
Canadian dollars (CAD$305,000) to determine and confirm the resource and develop
other information requisite to completing the projects' production design.
We will earn 20% of the outstanding capital of TPM upon our subsequent advance
of CAD$200,000 to TPM; additional 20% will be earned upon receipt of mining
certificate by TPM and advances of a further $4,350,000 to TPM; and an
additional 40% upon advances of a further $5,145,000 to TPM. The overriding
royalties on the Luck 13 Claim are 3% net smelter. Prior to payment of $1.5
million by TPM to the $1.5 million owed to Peter Osha, the royalty rates are
Floating Rate Royalties determined by the price of gold such that when gold is
at $500/oz. the royalty rate is 5%; $750/oz. - 7.5%; and $1,000/oz - 10%.
The Claim is located in the New Westminster Mining Division, British Columbia,
Map Number 092H:
Claim Name Area Tenure Type Tenure Number Expiry Date
- ---------- ----------- ---- ------------- -----------
Lucky Thirteen 168.157 ha Placer 523082 December 1, 2010
The Placer Claim is owned 100% by Mr. Peter Osha (B.C. Free Miner #120343) and
the Claim is in Good Standing.
LOCATION AND ACCESS
The Lucky Thirteen Claim is located approximately 5 kilometers (3 miles) north
of Hope British Columbia. The area where the claim is located is an active
mineral exploration and development region with heavy equipment and operators
available for hire. Hope provides all necessary amenities and supplies
including, fuel, hardware, drilling companies and assay services. Access to our
Claim is via Trans Canada north from Hope. Any electrical power that might be
required in the foreseeable future could be supplied by BC Hydro grid.
The placer gravel bar that the claim covers is accessible by an existing logging
road. The climate is mild year round with the rainy season falling from October
to May.
14
PROPERTY GEOLOGY
The Lucky Thirteen claim is covered by Tertiary Gravels forming a stratified
sequence of cobble and pebble gravels, sands and silts. The total thickness is
unknown at this time.
PREVIOUS EXPLORATION
The Lucky Thirteen has a history of exploration and minor production attempts
going back to the mid 1850s. Most of this work was poorly documented until the
past 3 decades and concentrated generally on free gold. A series of tests and
assays by several operators including the current owner, from various areas and
depths have established that the gravels are auriferous, and that the black sand
concentrates contain gold and platinum group minerals that may be present in
economic amounts.
PROPOSED EXPLORATION WORK - PLAN OF OPERATION
The current plan of operations is to grid sample areas of the property by
trenching and/or drilling. The material recovered and sampled will be run
through an on-site washing and recovery plant. Samples taken representatively
will be assayed by qualified assay laboratories, with the information derived
used to recommend specific mining areas, design the mining plan itself and
determine most efficient recovery methods to be applied to the concentrates
derived from the process.
The seismic survey; trenching and sample program; screen analysis; and assays;
is designed to investigate depth to bedrock, sand and gravel strata, previous
workings, and placer mineral continuity. All work will be conducted by local
qualified independent professional engineers, mine operators, accountants and
administrators.
PHASE I WORK PROGRAM ESTIMATE
Placer Mineral Tenure #52082 Option Deposit 50,000
Placer Mineral Tenure # 523082 Claim to Lease 5,000
Frontier GeoScience Ltd.-
Seismic Survey Russell Hillman P.Eng 33,380
Road Upgrade to CPR Track Triple O Contracting 10,000
CPR Track Crossing Triple O Contracting-CPR 10,000
Bonding & Insurance 10,000
Survey-12 Trenches (40' ea) 10'
sample increments = 48 samples Triple O 36,000
48 Samples Processed Triple O Contracting 36,000
48 Assays 10,000
Pit Design P.Eng (Mining) 5,000
Process Design P.Eng (Metallurgical) 5,000
Contingency Reserve 94620
--------
DEVELOPMENT BUDGET TOTAL $305,000
========
The Operational Budget reflects the current estimated Property Acquisition and
Capital and Operating Costs to place the property into production at the
earliest possible date. The operational budget detail may be modified as a
result of the current recommended work program, however, no increase in
estimated costs are anticipated.
PROPERTY ACQUISITION BUDGET ESTIMATE
Property Acquisition $ 5,145,000
Operational Budget Estimate
Road $305,000
Operating Equipment & Buildings 3,477,126
Working Capital 517,290
Professional Fees 225,584
Operational Budget 4,555,000
-----------
Total Required Capital $10,000,000
===========
15
BULK TESTING SCHEDULE
The following is an estimate to conduct a bulk sampling program on the Lucky
Thirteen Property.
* The test program to consist of a series trenches to a maximum depth of
40 foot minimum.
* A bulk sample to be taken every 10 feet vertically
* All trenches will be backfilled upon completion of test.
* A screening plant will be set up near the excavation.
The overburden will be removed and placed elsewhere on the claim. All gravel
material excavated from the trench will be screened to different size fractions.
The gravel on each screen will be weighed and the information recorded. The
concentrate will be captured, weighed and processed for minerals. In Phase I the
gold content of the concentrates will be recovered by a gravity method. The
remaining concentrates will be stored and retained for further analysis for
other precious metals and by-products in Phase II of the Work Program.
Between each test the screening plant will be washed down and cleaned up before
the next test is carried out. The screening plant is then moved forward and the
process is repeated. The excavators will then backfill the finished trench doing
the reclamation on a continuous basis.
COMPETITIVE FACTORS
The mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the mining
business which is the cornerstone of the founding and early stage development of
the mining industry. While we generally compete with other exploration
companies, there is no competition for the exploration or removal of minerals
from our claims. Readily available markets exist for the sale of gold.
Therefore, we will likely be able to sell any gold that we are able to recover,
in the event commercial quantities are discovered on the Lucky Thirteen Claim.
GOVERNMENT REGULATION
Exploration activities are subject to various national, provincial, foreign and
local laws and regulations in British Columbia and Canada, which govern
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, protection of the environment, mine safety,
hazardous substances and other matters. We believe that we are in compliance in
all material respects with applicable mining, health, safety and environmental
statutes and the regulations passed there under in British Columbia and Canada.
ENVIRONMENTAL REGULATION
Our exploration activities are subject to various federal, provincial and local
laws and regulations governing protection of the environment. These laws are
continually changing and, as a general matter, are becoming more restrictive.
Our policy is to conduct business in a way that safeguards public health and the
environment. We believe that our exploration activities are conducted in
material compliance with applicable laws and regulations. Changes to current
local, state or federal laws and regulations in the jurisdictions where we
operate could require additional capital expenditures and increased operating
and/or reclamation costs. Although we are unable to predict what additional
legislation, if any, might be proposed or enacted, additional regulatory
requirements could render certain exploration activities uneconomic.
EMPLOYEES
Initially, we intend to use the services of subcontractors for labor exploration
work on our claim. At present, we have no employees as such although each of our
officers and directors devotes a portion of their time to the affairs of the
Company. None of our officers and directors has an employment agreement with us.
We presently do not have pension, health, annuity, insurance, profit sharing or
16
similar benefit plans; however, we may adopt such plans in the future. There are
presently no personal benefits available to any employee.
As indicated above we will hire subcontractors on an as needed basis. We have
not entered into negotiations or contracts with any of potential subcontractors.
We do not intend to initiate negotiations or hire anyone until we are nearing
the time of commencement of our planned exploration activities.
There are no permanent facilities, plants, buildings or equipment on our mineral
claim.
MINERALIZATION
The mineralization contained within the Lucky Thirteen is placer gold and heavy
black sands derived from the erosion and subsequent re-deposition over many
millennia, of material derived from the current and historic highlands above the
Fraser River Drainage. The placer deposits were formed at the point where the
erosional processes, (generally water borne but sometimes wind and mass wasting)
lost the energy necessary to continue to carry the material further down stream
in the drainage system. The Fraser River has also caused continuing material
movement in its annual cycles of varying flows.
EXPLORATION
Exploration has been known in the area since the mid 1850s, but generally has
not been via modern methods of mining, washing and concentration. The current
work plan is the first known that will combine current state of the art
extraction and processing methods to the auriferous gravels in the Lucky
Thirteen area.
ADJACENT PROPERTIES
There are possible expansions to the project properties in the general area but
there is no current intent to add acreage to the project until the deposit is
better evaluated.
RECOMMENDATIONS BY
T.L. Sadlier-Browm, PROFESSIONAL GEOLOGIST LIQUIDITY AND CAPITAL RESOURCES
We have not generated any revenues and no revenues are anticipated until we
begin removing and selling minerals, if ever. Accordingly, we must raise cash
from sources other than the sale of minerals found on the Valolo Claim. That
cash must be raised from other sources. Our only other source for cash at this
time is investment by others in Siga. We must raise cash to implement our
planned exploration program and stay in business.
Since our business activity is related solely to the exploration and evaluation
of the Valolo Claim and Lucky Thirteen Claim, it is the opinion of management
that the most meaningful financial information relates primarily to current
liquidity and solvency. As at October 31, 2010, we had working capital
deficiency of $64,539. As can be determined from the following table Siga will
require cash injections of $458,804 to enable Siga to meet its anticipated
expenses over the next twelve months.
Our future financial success will be dependent on the success of the exploration
work on the Valolo Claim and the Lucky Thirteen Claim. Such exploration may take
years to complete and future cash flows, if any, are impossible to predict at
this time. The realization value from any mineralization, if any, which may be
discovered by us is largely dependent on factors beyond our control such as the
market value of metals produced, mining regulations in the Republic of Fiji, the
Province of British Columbia, Canada and foreign exchange rates.
Including the cost of completing the exploration phase of our Lucky Thirteen
Claim and the Valolo Claim, our non-elective expenses over the next twelve
months, are expected to be as follows:
17
Estimated
Expense Ref. Amount
------- ---- ------
Accounting and audit (i) $ 49,000
Edgar filing fees (ii) 2,000
Exploration costs (iii) 315,900
Filing fees - Nevada; Securities of State (iv) 375
Office and general expenses (v) 20,000
Transfer agent fees (vi) 5,000
--------
Estimated expenses for the next twelve months 392,275
--------
Account payable as at October 31, 2010 66,529
--------
Cash required for the next twelve months $458,804
========
Our future operations are dependent upon our ability to obtain third party
financing in the form of debt and equity and ultimately to generate future
profitable operations or income from investments. As of October 31, 2010, we
have not generated revenues, and have experienced negative cash flow from
operations. We may look to secure additional funds through future debt or equity
financings. Such financings may not be available or may not be available on
reasonable terms.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance as an exploration corporation. We are a
pre-exploration stage company and have not generated any revenues from our
exploration activities. Further, we have not generated any revenues since our
formation on January 18, 2007. We cannot guarantee we will be successful in our
exploration activities. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.
Should we be successful in our initial exploration activities, in order to
become profitable and competitive, we anticipate the need to invest considerable
time and capital in the exploration of our property before we could start
production of any minerals we may find. We must obtain additional equity or debt
financing to provide the capital required to fully implement our phased
exploration program . We have no assurance that financing will be available to
us on acceptable terms. If financing is not available on satisfactory terms, we
may be unable to commence, continue, develop or expand our exploration
activities. Even if available, equity financing could result in additional
dilution to existing shareholders.
OVERVIEW
Our financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred a net loss, for
the period from the inception of our business on January 18, 2007 to October 31,
2010 of $146,888. We did not earn any revenues during the aforementioned period.
Our financial statements included in this Form 10-Q have been prepared without
any adjustments that would be necessary if we become unable to continue as a
going concern and are therefore required to realize upon our assets and
discharge our liabilities in other than the normal course of operations.
18
We are presently in the pre-exploration stage and there is no assurance that a
commercially viable mineral deposit, a reserve, exits in the Valolo Claim or the
Lucky Thirteen Claim until further exploration work is done and a comprehensive
evaluation concludes economic and legal feasibility.
RESULTS OF OPERATIONS - THREE MONTHS ENDED OCTOBER 31, 2010.
For the period from January 18, 2007 (date of inception) to October 31, 2010, we
had a net loss of $146,888 and for the three months ended October 31, 2010 we
had a net loss of $6,345. Our loss and the individual expenses incurred are more
fully described in the attached Statement of Operations as at October 31, 2010.
BALANCE SHEET AS AT OCTOBER 31, 2010
Total cash and cash equivalents, as at October 31, 2010, was $1,990. Our working
capital deficit as at October 31, 2010 was $64,539 when taking into
consideration $2,000 owed to related parties.
Our working capital was derived from the completion of an initial seed capital
offering to directors, which raised $750 and a second private placement on July
31, 2007 raising a further $25,050. No revenue was generated during these
periods.
Total stockholders' deficiency as at October 31, 2010 was $64,539. Total shares
outstanding as at October 31, 2010 was 43,785,000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
MARKET INFORMATION
There are no common shares subject to outstanding options, warrants or
securities convertible into common equity of our Company. The number of shares
subject to Rule 144 is 23,625,000 Share certificates representing these shares
have the appropriate legend affixed on them.
There are no shares being offered to the public other than indicated in our
effective registration statement and no shares have been offered pursuant to an
employee benefit plan or dividend reinvestment plan.
While our shares are traded on the OTCBB. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K. Securities already quoted on the OTCBB that become delinquent in their
required filings will be removed following a 30 or 60 day grace period if they
do not make their filing during that time.
In the future our common stock trading price might be volatile with wide
fluctuations. Things that could cause wide fluctuations in our trading price of
our stock could be due to one of the following or a combination of several of
them:
* our variations in our operations results, either quarterly or
annually;
* trading patterns and share prices in other exploration companies which
our shareholders consider similar to ours;
* the exploration results on the Valolo claim and/or Lucky Thirteen
claim, and
* other events which we have no control over.
19
In addition, the stock market in general, and the market prices for thinly
traded companies in particular, have experienced extreme volatility that often
has been unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance. In the past, following periods of volatility in the
market price of a security, securities class action litigation has often been
instituted against such company. Such litigation, if instituted, whether
successful or not, could result in substantial costs and a diversion of
management's attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
TRENDS
We are in the pre-explorations stage, have not generated any revenue and have no
prospects of generating any revenue in the foreseeable future. We are unaware of
any known trends, events or uncertainties that have had, or are reasonably
likely to have, a material impact on our business or income, either in the long
term of short term, as more fully described under `Risk Factors'.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
Edwin Morrow, Chief Executive Officer and Robert Malasek, Chief Accounting
Officer, they have evaluated the effectiveness of Siga's disclosure controls and
procedures as required by the Exchange Act Rule 13a-15(d) as at May 31, 2009
(the "Evaluation Date"). Based on the evaluation by management, they have
concluded these disclosure controls and procedures were not effective as of the
Evaluation Date as a result of material weaknesses in internal control over
financial reporting as more fully discussed below.
Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that
"disclosure controls and procedures" have the following characteristics:
* designed to ensure disclosure of information that is required to be
disclosed in the reports that Siga files or submits under the Exchange
Act;
* recorded, processed, summarized and reported with the time period
required by the SEC's rules and forms; and
* accumulated and communicated to management to allow them to make
timely decisions about the required disclosures.
As of October 31, 2010, the management of Siga assessed the effectiveness of the
Company's internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments.
Even though management's assessment that Siga's internal control over financial
reporting was not effective and there are certain material weaknesses as more
fully described below, management believe that Siga's financial statements
contained in its Quarterly Report on Form 10-Q for the three months ended
October 31, 2010 fairly present our financial condition, results of operations
and cash flows in all material respects.
20
MATERIAL WEAKNESSES
Management assessed the effectiveness of our internal control over financial
reporting as of the Evaluation Date and identified the following material
weaknesses:
* As at October 31, 2010, Siga did not have an audit committee which
complies to the requirements of an audit committee since it did not
have an independent "financial expert" on the committee. Even though
it has a Code of Ethics it does not emphasize fraud and methods to
avoid it. Due to the small size of Siga a whistleblower policy is not
necessary.
* Due to a significant number and magnitude of out-of-period adjustments
identified during the quarter-end closing process, management has
concluded that the controls over the period-end financial reporting
process were not operating effectively. A material weakness in the
period-end financial reporting process could result in Siga not being
able to meet its regulatory filing deadlines and, if not remedied, has
the potential to cause a material misstatement or to miss a filing
deadline in the future. Management override of existing controls is
possible given the small size of the organization and lack of
personnel.
* There is no system in place to review and monitor internal control
over financial reporting. This is due to Siga maintaining an
insufficient complement of personnel to carry out ongoing monitoring
responsibilities and ensure effective internal control over financial
reporting.
ITEM 4T. CONTROLS AND PROCEDURES
There were no changes in Siga's internal controls over financial reporting
during the nine month period ending October 31, 2010 that have materially
affected, or are reasonably likely to material affect, Siga's internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings to which Siga is a party or to which the Valolo
Gold Claim or the Lucky Thirteen Claim is subject, nor to the best of
management's knowledge are any material legal proceedings contemplated.
ITEM 1A. RISK FACTORS
An investment in our common stock involves an exceptionally high degree of risk
and is extremely speculative. In addition to the other information regarding
Siga contained in this Form 10-Q, you should consider many important factors in
determining whether to purchase the shares in our Company. The following risk
factors reflect the potential and substantial material risks which could be
involved if you decide to purchase shares.
We lack an operating history and have losses, which we expect to continue into
the future. As a result, we may have to suspend or cease exploration activity or
cease operations.
21
While we were incorporated in 2007, we have not yet conducted any exploration
activities. We have not generated any revenues. We have no exploration history
upon which you can evaluate the likelihood of our future success or failure. Our
net loss from inception to October 31, 2010, the date of our most recent
financial statements is $146,889. Our ability to achieve profitability and
positive cash flow in the future is dependent upon
* our ability to locate a profitable mineral property
* our ability to locate an economic ore reserve
* our ability to develop and profitably mine a mineral property
* our ability to generate revenues
* our ability to reduce exploration costs.
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues may cause us
to go out of business.
WE HAVE NO KNOWN ORE RESERVES AND WE CANNOT GUARANTEE WE WILL FIND ANY GOLD
AND/OR SILVER MINERALIZATION OR, IF WE FIND GOLD AND/OR SILVER MINERALIZATION,
THAT IT MAY BE ECONOMICALLY EXTRACTED. IF WE FAIL TO FIND ANY GOLD AND/OR SILVER
MINERALIZATION OR IF WE ARE UNABLE TO FIND GOLD AND/OR SILVER MINERALIZATION
THAT MAY BE ECONOMICALLY EXTRACTED, WE WILL HAVE TO CEASE OPERATIONS.
We have no known ore reserves. Even if we find gold and/or silver mineralization
we cannot guarantee that any gold and/or silver mineralization will be of
sufficient quantity so as to warrant recovery. Additionally, even if we find
gold and/or silver mineralization in sufficient quantity to warrant recovery, we
cannot guarantee that the ore will be recoverable. Finally, even if any gold
and/or silver mineralization is recoverable, we cannot guarantee that this can
be done at a profit. Failure to locate gold deposits in economically recoverable
quantities will cause us to cease operations.
BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, IN ALL PROBABILITY OUR PROPERTY DOES NOT CONTAIN ANY RESERVES,
AND ANY FUNDS SPENT ON EXPLORATION WILL BE LOST.
Because the probability of an individual prospect ever having reserves is
extremely remote, in all probability our properties, the Valolo Claim and the
Lucky Thirteen Claim, do not contain any reserves, and any funds spent on
exploration will be lost. If we cannot raise further funds as a result, we may
have to suspend or cease operations entirely which would result in the loss of
our shareholders' investment.
ALTHOUGH SOME OF OUR OFFICERS AND DIRECTORS HAVE TECHNICAL TRAINING AND
EXPERIENCE IN STARTING, AND OPERATING AN EXPLORATION COMPANY AND IN MANAGING A
PUBLIC COMPANY, WE WILL STILL HAVE TO HIRE QUALIFIED PERSONNEL TO FULFILL THESE
ADDITIONAL FUNCTIONS. IF WE LACK FUNDS TO RETAIN SUCH PERSONNEL, OR CANNOT
LOCATE QUALIFIED PERSONNEL, WE MAY HAVE TO SUSPEND OR CEASE EXPLORATION ACTIVITY
OR CEASE OPERATIONS WHICH WILL RESULT IN THE LOSS OF YOUR INVESTMENT.
IF WE DON'T RAISE ENOUGH CAPITAL FOR EXPLORATION, WE WILL HAVE TO DELAY
EXPLORATION OR GO OUT OF BUSINESS, WHICH WILL RESULT IN THE LOSS OF OUR
SHAREHOLDERS' INVESTMENT.
We estimate that, with funding committed by our management combined with our
cash on hand, we do not have sufficient cash to continue operations for twelve
months even if we only carry out Phase I of our planned exploration activity. We
are in the pre-exploration stage. We need to raise additional capital to
undertake Phase I. We may not be able to raise additional funds. If that occurs
we will have to delay exploration or cease our exploration activity and go out
of business which will result in the loss of our shareholders' entire investment
in our Company.
SINCE WE ARE SMALL AND HAVE LIMITED CAPITAL, WE MUST LIMIT OUR EXPLORATION AND
AS A RESULT MAY NOT FIND AN ORE BODY . WITHOUT AN ORE BODY, WE CANNOT GENERATE
REVENUES.
22
The possibility of development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified professional engineers and geologists. We
are a small company and do not have much capital. We must limit our exploration
activity unless and until we raise additional capital. Any decision to expand
our operations on our exploration property will involve the consideration and
evaluation of several significant factors beyond our control. These factors
include, but are not limited to:
* Market prices for the minerals to be produced;
* Costs of bringing the Valolo and or the Lucky Thirteen Claims into
production including exploration preparation of production feasibility
studies and construction of production facilities;
* Political climate and/or governmental regulations and controls;
* Ongoing cost of production;
* Availability and cost of financing; and
* Environmental compliance regulations and restraints.
These types of programs require substantial capital. Because we may have to
limit our exploration, we may not find an ore body, even though our property may
contain mineralized material. Without an ore body, we cannot generate revenues.
BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER OUTSIDE BUSINESS ACTIVITIES AND
MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF THEIR TIME TO OUR EXPLORATION
ACTIVITY, OUR EXPLORATION ACTIVITY MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Our President will be devoting only 15% of his time, approximately 24 hours per
month, to our business. Our Chief Financial Officer and Secretary-Treasurer will
be devoting only approximately 10% of his time, or 16 hours per month to our
operations. As a consequence of the limited devotion of time to the affairs of
our Company expected from management, our business may suffer. For example,
because our officers and directors have other outside business activities and
may not be in a position to devote a majority of their time to our exploration
activity, our exploration activity may be sporadic or may be periodically
interrupted or suspended. Such suspensions or interruptions may cause us to
cease operations altogether and go out of business. WE MAY NOT HAVE ACCESS TO
ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN EXPLORATION WHICH COULD CAUSE
US TO DELAY OR SUSPEND EXPLORATION ACTIVITY. We have made no attempt to locate
or negotiate with any suppliers of products, equipment or materials. We will
attempt to locate products, equipment and materials as and when we begin to
undertake exploration activity, expected later this year. Competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of equipment and/or supplies we need to conduct our
planned exploration work. If we cannot find the products and equipment we need,
we will have to suspend our exploration plans until we do find the products and
equipment we need. NO MATTER HOW MUCH MONEY IS SPENT ON THE VALOLO CLAIM OR THE
LUCKY THIRTEEN, THE RISK IS THAT WE MIGHT NEVER IDENTIFY A COMMERCIALLY VIABLE
ORE RESERVE.
Over the coming years, we might expend considerable capital on exploration of
the Valolo Claim or the Lucky Thirteen Claim without finding anything of value.
It is very likely the Valolo Claim and the Lucky Thirteen Claim do not contain
any reserves so any funds spent on exploration will probably be lost. No matter
how much money is spent on these Claims, we might never be able to find a
commercially viable ore reserve.
EVEN IF OUR PROPERTY WERE FOUND TO CONTAIN A DEPOSIT, SINCE WE HAVE NOT PUT A
MINERAL DEPOSIT INTO PRODUCTION BEFORE, WE WILL HAVE TO ACQUIRE OUTSIDE
EXPERTISE. IF WE ARE UNABLE TO ACQUIRE SUCH EXPERTISE WE MAY BE UNABLE TO PUT
OUR PROPERTY INTO PRODUCTION AND OUR SHAREHOLDERS WILL LOSE THEIR ENTIRE
INVESTMENT.
23
Our ability in placing mineral deposit properties into production will be
dependent upon using the services of appropriately experienced personnel or
entering into agreements with other major resource companies that can provide
such expertise. There can be no assurance that we will have available to us the
necessary expertise when and if we place a mineral deposit into production.
MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE INHERENTLY RISKY AND WE MAY
BE EXPOSED TO ENVIRONMENTAL LIABILITIES. IF SUCH AN EVENT WERE TO OCCUR IT MAY
RESULT IN A LOSS OF YOUR INVESTMENT.
The business of mineral exploration and extraction involves a high degree of
risk. Few properties that are explored are ultimately developed into production.
Most exploration projects do not result in the discovery of commercially
mineable deposits of ore. The Valolo Claim and the Lucky Thirteen Claim, do not
have a known body of commercial ore. Should our mineral claim be found to have
commercial quantities of ore, we would be subject to additional risks respecting
any development and production activities. Unusual or unexpected formations,
formation pressures, fires, power outages, labour disruptions, flooding,
explosions, cave-ins, landslides and the inability to obtain suitable or
adequate machinery, equipment or labour are other risks involved in extraction
operations and the conduct of exploration programs. We do not carry liability
insurance with respect to our mineral exploration operations and we may become
subject to liability for damage to life and property, environmental damage,
cave-ins or hazards. There are also physical risks to the exploration personnel
working in the rugged terrain of our claim. Previous mining exploration
activities may have caused environmental damage to the Valolo Claim or the Lucky
Thirteen Claim. It may be difficult or impossible to assess the extent to which
such damage was caused by us or by the activities of previous operators, in
which case, any indemnities and exemptions from liability may be ineffective.
EVEN WITH POSITIVE RESULTS DURING EXPLORATION, THE VALOLO CLAIM OR THE LUCKY
THIRTEEN CLAIM, MIGHT NEVER BE PUT INTO COMMERCIAL PRODUCTION DUE TO INADEQUATE
TONNAGE, LOW METAL PRICES OR HIGH EXTRACTION COSTS.
We might be successful, during future exploration programs, in identifying a
source of minerals of good grade but not in the quantity, the tonnage, required
to make commercial production feasible. If the cost of extracting any minerals
that might be found on the is in excess of the selling price of such minerals,
we would not be able to develop the claim. Accordingly even if ore reserves were
found, without sufficient tonnage we would still not be able to economically
extract the minerals from the claim in which case we would have to abandon the
Valolo Claim or the Lucky Thirteen and seek another mineral property to develop,
or cease operations altogether.
RISKS ASSOCIATED WITH OUR SHARES:
OUR OFFICERS AND DIRECTORS OWN A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK AND WILL
HAVE SUBSTANTIAL INFLUENCE OVER OUR OPERATIONS.
Our previous directors and officers currently own 26,250,000 shares of common
stock representing approximately 60% of our outstanding shares. Our previous
directors and officers have registered for resale under an effective
registration statement 2,625,000 of their shares. Assuming that such directors
and officers sell their 2,625,000 shares, they will still own 23,625,000 shares
of common stock representing approximately 54% of our outstanding shares. As a
result, they will have substantial influence over our operations and can effect
certain corporate transactions without further shareholder approval. This
concentration of ownership may also have the effect of delaying or preventing a
change in control.
WE ANTICIPATE THE NEED TO SELL ADDITIONAL TREASURY SHARES IN THE FUTURE MEANING
THAT THERE WILL BE A DILUTION TO OUR EXISTING SHAREHOLDERS RESULTING IN THEIR
PERCENTAGE OWNERSHIP IN THE COMPANY BEING REDUCED ACCORDINGLY.
We may seek additional funds through the sale of our common stock. This will
result in a dilution effect to our shareholders whereby their percentage
ownership interest in our Company is reduced. The magnitude of this dilution
effect will be determined by the number of shares we will have to issue in the
future to obtain the funds required.
SINCE OUR SECURITIES ARE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE DIFFICULTY
RESELLING YOUR SHARES.
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Our shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.
FORWARD LOOKING STATEMENTS
In addition to the other information contained in this Form 10-Q, it contains
forward-looking statements which involve risk and uncertainties. When used in
this prospectus, the words "may", "will", "expect", "anticipate", "continue",
"estimate", "project", "intend", "believe" and similar expressions are intended
to identify forward-looking statements regarding events, conditions and
financial trends that may affect our future plan of operations, business
strategy, operating results and financial position. Readers are cautioned that
any forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results could differ
materially from the results expressed in or implied by these forward-looking
statements as a result of various factors, many of which are beyond our control.
Any reader should review in detail this entire Form 10-Q including financial
statements, attachments and risk factors before considering an investment.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There has been no change in our securities since the fiscal year ended July 31,
2010.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no matters brought forth to the securities holders to vote upon
during this quarter.
ITEM 5. OTHER INFORMATION
None
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ITEM 6. EXHIBITS
EXHIBITS
The following exhibits are included as part of this report by reference:
3 Corporate Charter (incorporated by reference from Siga's Registration
Statement on Form SB-2 filed on September 5, 2007, Registration No.
333-145879)
3(i) Articles of Incorporation (incorporated by reference from Siga's
registration Statement on Form SB-2 filed on September 5, 2007,
Registration No. 333-145879)
3(ii) By-laws (incorporated by reference from Siga's Registration Statement
on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
4 Stock Specimen (incorporated by reference from Siga's Registration
Statement on Form SB-2 filed on September 5, 2007, Registration No.
333-145879)
10.1 Transfer Agent and Registrar Agreement (incorporated by reference from
Siga's Registration Statement on Form SB-2 filed on September 5, 2007,
Registration No. 333-145879)
10.2 Corporate Acquisition Agreement between Siga, Touchstone Ventures Ltd,
and Touchstone Precious Metals, Inc dated September 24, 2010
10.3 Letter Agreement dated May 15, 2010 between Peter Osha and Touchstone
Precious Metals, Inc. regarding the Option to Purchase the Lucky
Thirteen Claim from Peter Osha.
10.4 Extension Agreement dated October 14, 2010 between Peter Osha,
Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Siga
Resources Inc.
31.1 Certification of the Chief Executive Officer and President
31.2 Certification of the Chief Financial Officer
32.1 Certification of the Chief Executive Officer and President
32.2 Certification of the Chief Financial Officer
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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 its behalf by the
undersigned thereunto duly authorized.
SIGA RESOURCES, INC.
(Registrant)
Date: December 15, 2010 /s/ EDWIN MORROW
-----------------------------------------------
Chief Executive Officer, President and Director
Date: December 15, 2010 /s/ ROBERT MALASEK
-----------------------------------------------
Chief Financial Officer, Chief Accounting
Officer, Secretary and Director
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