UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
For the fiscal year ended July 31, 2012
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from ___________ to ___________
Commission File Number: 333-145879
SIGA RESOURCES, INC.
(Exact name of registrant as specified in charter)
Nevada 74-3207964
(State or other jurisdiction (I.R.S. Employee
of incorporation or organization) I.D. No.)
P.O. Box 541182 Houston, TX 77254-1182
(Address of principal executive offices) (Zip Code)
(281) 256-5417
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each share Name of each exchange on which registered
------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12 (g) of the Act:
Title of Class
--------------
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined by Rule 405 of the Securities Act [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15 (d) of the Act. [X] Yes [ ] No
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 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. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [X] Yes [ ] 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
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form 10-K [ ]
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 [ ] Small 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]
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 recent completed second fiscal
quarter.
(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:
March 1, 2013: 45,105,000 common shares
DOCUMENTS INCORPORATED BY REFERENCE
Listed hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c)
under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes.
CONTENTS
PART 1
ITEM 1. BUSINESS........................................................... 3
ITEM 1A. RISK FACTORS....................................................... 4
ITEM 1B. UNRESOLVED STAFF COMMENTS.......................................... 8
ITEM 2. PROPERTIES......................................................... 8
ITEM 3. LEGAL PROCEEDINGS..................................................13
ITEM 4. MINE SAFETY DISCLOSURES............................................13
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASE OF EQUITY SECURITIES...........................13
ITEM 6. SELECTED FINANCIAL INFORMATION.....................................13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS..............................................14
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK..........19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA........................19
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE...............................................19
ITEM 9A. CONTROLS AND PROCEDURES............................................20
ITEM 9B. OTHER INFORMATION..................................................21
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.............21
ITEM 11. EXECUTIVE COMPENSATION.............................................24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS........................................25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.......................................................26
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................27
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES............................28
SIGNATURES..................................................................30
2
PART 1
ITEM 1. BUSINESS
HISTORY AND ORGANIZATION
Siga Resources, Inc.("Siga", the "company" or "we") was incorporated in the
State of Nevada on January 18, 2007, and established a fiscal year end of July
31. Other than Lucky 13 Mining Ltd. in which we own 50% of, we do not have any
subsidiaries or affiliated companies.
We are a start-up; Exploration Stage Company engaged in the search for gold and
related minerals and have not generated any operating revenues since inception.
We have not made our payments to secure our one claim called the Lucky 13 Claim
located in Hope, British Columbia, where we have commenced exploration work and
currently testing to see whether or not we have an economic resource. We have an
oral agreement extending our rights to this claim subject to the Company raising
funding to make our payments. Since we are in a position of default the owner of
the Lucky 13 Claim can cancel our claim and sell to another third party or
develop the Lucky 13 Claim on his own without notification.
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
or that if we raise the capital that the oral agreement to extend the payment
terms will be honored.
There is no assurance that a commercially viable mineral deposit, a reserve,
exists on 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 initial holding was 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.
On October 14, 2010, we entered into an earn-in agreement with Touchstone
Ventures Inc., a British Columbia Company, whereby we 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. Touchstone was unable to meet its obligations under the agreement due to
the death of the owner and the agreement terminated.
Siga entered into a purchase agreement with Peter Osha on January 15, 2011 to
earn a 100% interest in a placer gold project near Hope, British Columbia,
Canada. Our investment is hereinafter referred to as the Lucky Thirteen Claim.
Siga entered into a 50/50 joint venture on the lucky Thirteen Claim with Big
Rock Resources Inc. on May 2011 and Siga and commenced evaluating the Lucky
Thirteen Property as the operator of the Joint Venture until February 2012 when
Big Rock Resources Inc. announced that it would be unable to complete the
promised financing. As of the date of these financial statements, we have
obtained a verbal agreement with Peter Osha to extend.
As of the date of this Form 10K, we have abandoned the Valolo Claim nor do we
intend to complete any exploration activities in the near future. We have spent
through the joint venture approximately $400,000 on a work program on the Luck
Thirteen Claim.
We have no full time employees and our management devotes a percentage of their
time to the affairs of our Company. Our website is www.sigaresourcesinc.com
Our administrative office is located at PO Box 541182, Houston Texas. Our
telephone number is (281) 256-5417.
Presently our outstanding share capital is 45,105,000 common shares. We have no
other type of shares either authorized or issued.
3
Our auditors have expressed substantial doubt about our ability to continue as a
going concern in their audit report attached to the financial statements dated
July 31, 2012. We have $9,923 cash as at July 31, 2012 and have liabilities of
$105,015. Since our inception we have incurred accumulated losses of $473,442.
We anticipate minimum operating expenses for the next twelve months of $853,390
(refer to page 20). It is extremely unlikely we will earn any revenue for a
minimum of 5 years. We do not have any employees either full or part time.
Siga is responsible for filing various forms with the United States Securities
and Exchange Commission (the "SEC") such as Form 10-K and Form 10-Qs.
The shareholders may read and copy any material filed by Siga with the SEC at
the SEC's Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.
The shareholders may obtain information on the operations of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information which Siga has filed electronically with the SEC by assessing the
website using the following address:
http://www.sec.gov.
PLANNED BUSINESS
The following discussion should be read in conjunction with the information
contained in the financial statements of Siga and the notes, which forms 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.
This Form 10-K also contains forward-looking statements that involve risks and
uncertainties. If any of the events or circumstances described in the following
risks actually occurs, our business, financial condition, or results of
operations could be materially adversely affected and the price of our common
stock could decline on the OTC Bulletin Board (the "OTCBB").
ITEM 1A. RISK FACTORS
RISKS ASSOCIATED WITH OUR COMPANY:
1. BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION AND BECAUSE OUR
OFFICERS AND DIRECTORS WILL NOT LOAN ANY MONEY TO US, WE MAY NOT BE ABLE TO
ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE EXPLORATION
ACTIVITY.
Our auditors' report on our 2012 financial statements expressed an opinion that
substantial doubt exists as to whether we can continue as an ongoing business
for the next twelve months. Because our officers and directors are unwilling to
commit to loan or advance capital to us, we believe that if we do not raise
additional capital through the issuance of treasury shares, we will be unable to
conduct exploration activity and may have to cease operations and go out of
business.
2. 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 Lucky 13 Claim and the
Valolo Claim, does 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. Similarly, our new Lucky Thirteen Claim calls for us
to raise $10 million. If we do not raise these funds we will potentially lose
our investment in this agreement, furthermore, the underlying claim may not
contain any reserves, and any funds spent on exploration will be lost.
4
3. 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.
We were incorporated in 2007, have not yet conducted any exploration activities
and have not generated any revenues. We have an insufficient exploration history
upon which to properly evaluate the likelihood of our future success or failure.
Our net loss from inception to July 31, 2012, the date of our most recent
audited financial statements, is $473,442. Our ability to achieve and maintain
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 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 will cause us
to go out of business.
4. WE HAVE NO KNOWN ORE RESERVES. WITHOUT ORE RESERVES WE CANNOT GENERATE
INCOME AND IF WE CANNOT GENERATE INCOME WE WILL HAVE TO CEASE EXPLORATION
ACTIVITY WHICH WILL RESULT IN THE LOSS OF OUR SHAREHOLDERS' INVESTMENT.
We have no known ore reserves. Even if we find gold mineralization we cannot
guarantee that any gold mineralization will be of sufficient quantity so as to
warrant recovery. Additionally, even if we find gold mineralization in
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold mineralization is recoverable, we
cannot guarantee that this can be done at a profit. Failure to locate gold
deposits in economically recoverable quantities will mean we cannot generate
income. If we cannot generate income we will have to cease exploration activity,
which will result in the loss of our shareholders' investment.
5. IF WE DON'T RAISE ENOUGH MONEY 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, 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 on the Lucky Thirteen
Claim. 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.
6. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR
EXPLORATION AND AS A RESULT MAY NOT FIND AN ORE BODY. WITHOUT AN ORE BODY,
WE CANNOT GENERATE REVENUES AND OUR SHAREHOLDERS WILL LOSE THEIR
INVESTMENT.
Any potential 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 engineers and geologists. Because we are
small 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 including, but not limited to:
5
* Costs of bringing the property into production including exploration
preparation of production feasibility studies, and construction of
production facilities;
* Availability and cost of financing;
* Ongoing costs of production;
* Market prices for the minerals to be produced;
* Environmental compliance regulations and restraints; and
* Political climate and/or governmental regulations and controls.
Such programs will require very substantial additional funds. 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 and our shareholders will lose their entire investment in our
Company.
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.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies and certain equipment such as
bulldozers and excavators that we might need to conduct exploration. We have not
attempted 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 are able to raise the requisite capital. 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.
7. 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.
8. BECAUSE MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE INHERENTLY
RISKY, 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.
At present, the Valolo Claim, does not have a known body of commercial ore.
Unusual or unexpected formations, formation pressures, fires, power outages,
labor disruptions, flooding, explosions, cave-ins, landslides and the inability
to obtain suitable or adequate machinery, equipment or labor 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. Previous mining exploration
activities may have caused environmental damage to the Valolo 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. If the Valolo Claim is found
to have commercial quantities of ore, we would be subject to additional risks
respecting any development and production activities. Similar risks and
uncertainties and the consequent environmental liabilities are associated with
our Lucky Thirteen Claim. Most exploration projects do not result in the
discovery of commercially mineable deposits of ore.
6
9. NO MATTER HOW MUCH MONEY IS SPENT ON OUR MINERAL CLAIM, THE RISK IS THAT WE
MIGHT NEVER IDENTIFY A COMMERCIALLY VIABLE ORE RESERVE.
No matter how much money is spent over the years on the Valolo Claim or the
Lucky Thirteen Claim, we might never be able to find a commercially viable ore
reserve. Over the coming years, we could spend a great deal of money on the
Valolo Claim and the Lucky Thirteen Claim without finding anything of value.
There is a high probability the Valolo Claim and the Lucky Thirteen Claim do not
contain any reserves so any funds spent on exploration will probably be lost.
10. EVEN WITH POSITIVE RESULTS DURING EXPLORATION, THE MINING CLAIMS 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 Valolo Claim or the Lucky Thirteen Claim is in excess
of the selling price of such minerals, we would not be able to develop the
Valolo Claim or the Lucky Thirteen Claim. Accordingly even if ore reserves were
found on the Valolo Claim or the Lucky Thirteen Claim, without sufficient
tonnage we would still not be able to economically extract the minerals from the
Valolo Claim or the Lucky Thirteen Claim in which case we would have to abandon
the Valolo Claim and/or the Lucky Thirteen Claim and seek another mineral
property to develop, or cease operations altogether.
11. EVEN THOUGH WE HAVE ENTERED INTO A JOINT VENTURE WITH BIG ROCK RESOURCES
LTD. TO FUND THE LUCKY 13 PROJECT, SHOULD BIG ROCK FAIL TO MEET ITS
COMMITMENTS TO DEVELOPING THE LUCKY 13 CLAIM, WE MAY LOSE THE LUCKY 13
CLAIM OR BE UNABLE TO CONTINUE TO DEVELOP ANY RESOURCES FOUND THERE.
Should our joint venture partner, Big Rock Resources Ltd. be unable to continue
to fund the Luck 13 project, we would have to fund the project ourselves. If we
fail to raise the funding necessary to meet the property payment, we could lose
the project due to non-payment of the property acquisition costs.
RISKS ASSOCIATED WITH OWNING OUR SHARES:
12. 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 expect that the only way we will be able to acquire additional funds is
through the sale of our common stock. This will result in a dilution effect to
our shareholders whereby their percentage ownership interest in the 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.
13. BECAUSE OUR SECURITIES ARE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE
DIFFICULTY RESELLING YOUR SHARES.
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-K, it contains
forward-looking statements which involve risk and uncertainties. When used in
this Form 10-K, the words "may", "will", "expect", "anticipate", "continue",
7
"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 result 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-K including financial
statements, attachments and risk factors before considering an investment.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments outstanding at the present time.
ITEM 2. PROPERTIES
Our mineral properties are:
THE LUCKY 13 CLAIM
On January 16, 2011, the Company entered into a Property Acquisition and Royalty
Agreement with Peter Osha whereby the Company acquired Peter Osha's Lucky
Thirteen Placer Mining Property near Hope, British Columbia, Canada in exchange
for $1.5 million Canadian plus a 3% net smelter royalty. (This agreement
replaced the previously disclosed agreement dated September 24, 2010 between the
company and Touchstone Precious Metals Inc.) Payments on the property are due as
follows:
By or before January 15, 2011 *$ 10,000 Paid
By or before April 15, 2011 * 40,000 Paid
By or before July 15, 2011 ** 50,000 Paid
By or before January 15, 2012 100,000 ***
By or before July 15, 2012 100,000 ***
By or before January 15, 2013 150,000 ***
By or before July 15, 2013 150,000
By or before January 15, 2014 200,000
By or before July 15, 2014 200,000
By or before January 15, 2015 250,000
By or before July 15, 2015 250,000
Total (CAD)$1,500,000
----------
* Paid by the Company
** Paid by Lucky 13 Mining Company Ltd.
*** Extended verbally by Peter Osha
On May 12, 2011, we entered into a Joint Venture with Big Rock Resources Ltd.
("Big Rock") to jointly explore and develop the Lucky Thirteen Claims. Under the
terms of the Joint Venture, a new corporation has been formed Lucky 13 Mining
Company Ltd. (the "Joint Venture") and we have assigned our interests in the
Lucky 13 Claim to the Joint Venture. Big Rock provided initial exploration
financing of $400,000 and was to provide additional financing of up to $8.5
million to complete the acquisition and to develop the property if so required.
Big Rock failed to provide the funding as required. As of July 31, 2012, the
Black Rock Resources Ltd. joint venture agreement was terminated by the Company
due to non-performance.
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, 2012
8
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.
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.
EXPLORATION WORK - PLAN OF OPERATION PLANNED AND ACTUAL
The current plan of operations is to grid sample areas of the property by
trenching and/or drilling. The grid was completed in August. The material
recovered, sized and run through an on-site washing and recovery plant. So far
44 samples taken representatively are currently being assayed by Chemex Labs,
North Vancouver, B.C. an Met-Soly Inc. of Langley B.C., with the information
derived to be 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 #523082 Option Deposit 50,000 Completed
Placer Mineral Tenure #523082 Claim to Lease 5,000 Completed
Seismic Survey Frontier GeoScience Ltd.-
Russell Hillman P.Eng 33,380 On hold
Road Upgrade to CPR Track Triple O Contracting 10,000 Completed
CPR Track Crossing Triple O Contracting-CPR 10,000 Completed
Bonding & Insurance 10,000 Completed
Survey-12 Trenches (40' ea) 10' sample
increments = 48 samples Triple O 36,000 Completed
48 Samples Processed Triple O Contracting 36,000 Completed
48 Assays 10,000 Underway
Pit Design P.Eng (Mining) 5,000 Underway
Process Design P.Eng (Metallurgical) 5,000 Underway
Contingency Reserve 189,620
--------
WORK PROGRAM BUDGET TOTAL $400,000
========
9
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 $1,500,000
Operational Budget Estimate
Road 305,000
Operating Equipment & Buildings 3,477,126
Working Capital 517,290
Professional Fees 225,584
Operational Budget 2,475,000
----------
Total Required Capital $8,500,000
==========
BULK TESTING SCHEDULE
The following schedule was used to conduct the bulk sampling program on the
Lucky Thirteen Property.
The test program consists of a series trenches to a maximum depth of 40 feet
Bulk samples are to be taken every 5 feet vertically All trenches will be
backfilled upon completion of test.
A washing and concentrating plant was set up near the excavation area and used
to generate the samples under analysis.
The minimal overburden will be removed and placed to the side of the test pits.
Representative gravel material excavated from the trench will be screened to
different size fractions. The gravel samples will be weighed and the information
recorded. The concentrate captured is 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 processing plant is washed down and cleaned up before the
next test. 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.
The Lucky Thirteen Claim can produce commercially saleable gravels and
decorative stone as part of the mining process. While valuable the gravel will
have to be sold to an existing market and it is not possible to determine at the
present time how large the gravel market for Lucky Thirteen products is.
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.
10
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
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 par time basis.
Except for the agreement with Triple O Contracting for the initial test
trenches, we have not entered into negotiations or agreements with any other
potential subcontractors. We do not intend to initiate negotiations or hire
anyone until we are nearing the time of commencement of our mining development
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-Brown, Professional Geologist (report completed in 2007)
LUCKY 13 JOINT VENTURE
On May 12, 2011, the Company entered into a joint venture agreement with Big
Rock Resources Inc. whereby, the Company transferred its interest (and related
payments due) in the Lucky Thirteen Mining Property to Lucky 13 Mining Company
11
Ltd. This transfer provided the Company with a 50% ownership interest in Lucky
13 Mining Company Ltd. Per the joint venture agreement, Big Rock Resources Inc.
has agreed to fund Lucky 13 Mining Company Ltd. to provide financing for
exploration and for its mineral lease payments. Payments due from Big Rock
Resources Inc. to Lucky 13 Mining Company Ltd. are as follows:
1. Payment of $400,000 for the initial work program on the Project,
payable as follows: a. $50,000 by May 14, 2011, which was received; b.
$350,000 by May 31, 2011 which was received;
2. Payment of $8,500,000 for the cost of putting the Project into
production. Lucky 13 Mining Company Ltd. is 50% owned by both Black
Rock Resources Ltd. and the Company.
As indicated above, the Company transferred its interests in the Mining Claims
to the Joint Venture with a cost basis of $51,734. The Company accounts for this
Joint Venture using the equity method. For the time period May 12, 2011 to July
31, 2011, the joint venture reported a net loss of approximately $143,000.
Accordingly, the Company recorded its share of those losses, but only up to the
cost of its investment.
As of July 31, 2012, the Black Rock Resources Ltd. joint venture agreement was
terminated by the Company due to non-performance.
VALOLO CLAIM
On March 11, 2007 we purchased, for $5,000, the Valolo Gold Claim (hereinafter
the "Valolo Claim") from The Valolo Group, LLC. an independent prospecting
company based in Fiji. The Valolo Claim is situated approximately 9 miles south
of the town of Korovou, on the island of Viti Levu, the largest and most
populous island in the Republic of Fiji.
In March 2007 we engaged Naresh Bhatt, P. Geol., to conduct a review and
analysis of the Valolo Claim and the previous exploration work undertaken on the
property and to recommend a mineral exploration program for the Valolo Claim.
Mr. Bhatt's report titled "Summary of Exploration on the Valolo Property,
Korovou, Fiji" dated March 11, 2007 (the "Bhatt Report") recommends a two-phase
exploration program for the Valolo Claim.
The Valolo Claim covers an area of approximately 72.5 hectares (approximately
179 acres).
THE BIG BEAR CLAIMS
On June 14, 2011 we entered into a letter of intent and then on July 7, 2011 an
Acquisition Agreement with Montana Mining Corporation to acquire the Big Bear
Claims 1-9 in San Bernandino County, California. Subject to a 120 due diligence
period we were to pay Montana Mining 11 million shares payable 3 million shares
upon closing, 2.5 million shares on proving 2.5 million ounces of gold, and a
final 1.5 million shares upon proving 3 million ounces of gold.
On July 22, 2011 we entered into a joint venture agreement with Bentall Fairview
Resources Ltd. to fund up to $10 million to earn a 50% interest in the Big Bear
Claims. The funding was to be $100,000 on August 2, 2011; $100,000 on September
16, 2011; and $9,800,000 to put the project into production.
On September 28, 2011, based on due diligence and sampling, we announced that we
were not proceeding with the acquisition.
INVESTMENT POLICIES
Siga does not have an investment policy at this time. Any excess funds it has on
hand will be deposited in interest bearing notes such as term deposits or short
term money instruments. There are no restrictions on what the directors are able
to invest.
12
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings to which we are a party or to which the Valolo
Claim or the Lucky Thirteen is subject, nor to the best of management's
knowledge are any material legal proceedings contemplated.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SECURITIES
Since inception, we have not paid any dividends on our common stock, and we do
not anticipate that we will pay dividends in the foreseeable future. As at July
31, 2012, we had 37 shareholders; two of these shareholders are an officer and
director.
Option Grants and Warrants outstanding since Inception.
No stock options have been granted since our inception.
There are no outstanding warrants or conversion privileges for our shares.
ITEM 6. SELECTED FINANCIAL INFORMATION
The following summary financial data was derived from our financial statements.
This information is only a summary and does not provide all the information
contained in our financial statements and related notes thereto. You should read
the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our financial statements and related notes included elsewhere in
this Form 10-K.
13
OPERATION STATEMENT DATA
January 18, 2007
(date of
For the year For the year incorporation)
ended ended to
July 31, July 31, July 31,
2012 2011 2012
---------- ---------- ----------
Exploration Costs $ -- $ 10,331 $ 10,331
Impairment loss on mineral claims -- -- 5,000
Net loss in unconsolidated equity
method investment -- 51,734 51,734
General and Administrative 101,753 167,329 404,627
---------- ---------- ----------
Net loss from operations $ (101,753) $ (229,394) $ 471,692
========== ========== ==========
Weighted average shares outstanding
(basic and fully diluted) 45,035,521 43,934,370
========== ==========
Net loss per share
(basic and fully diluted) $ (0.00) $ (0.01)
========== ==========
BALANCE SHEET DATA
Cash and cash equivalent $ 9,923 $ 12,940
---------- ----------
Total assets $ 9,923 $ 12,940
========== ==========
Total liabilities $ 105,015 $ 120,529
---------- ----------
Total Stockholders' deficiency $ (95,092) $ (107,589)
========== ==========
Our historical results do not necessary indicate results expected for any future
periods.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
CORPORATE ORGANIZATION AND HISTORY WITHIN THE LAST THREE YEARS
We were incorporated under the laws of the State of Nevada on January 18, 2007
under the name Siga Resources Inc. We do not have any subsidiaries or affiliated
companies. We have one joint venture project on the Lucky Thirteen Claim. The
joint venture has to date defaulted on payments to keep the ownership in the
Lucky Thirteen Claim intact. Consequently, we are at risk of losing our
interests in the Lucky Thirteen Claim entirely.
We have not been involved in any bankruptcy, receivership or similar proceedings
since inception nor have we been party to a reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business. We have no intention of entering into a corporate
merger or acquisition.
BUSINESS DEVELOPMENT SINCE INCEPTION
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
14
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.
To become profitable and competitive, we must first secure our ownership
interest in the Lucky Thirteen Claim by making the requisite payments, then we
must invest in the exploration of the Lucky Thirteen Claim before we can start
production of any minerals we may find. We must obtain 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 will
be unable to commence, continue, develop or expand our exploration activities.
Even if available, equity financing could result in additional dilution to
existing shareholders.
Our auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the Lucky
Thirteen Claim. That cash must be raised from other sources. Our only other
source for cash at this time is investments by others in the Company. We must
raise cash to implement our planned exploration program if it is not funded by
our joint venture partner and stay in business.
To meet our need for cash we must raise additional capital. We have entered into
a joint venture to raise the required capital to develop the Lucky Thirteen
Claim. We will attempt to raise additional money through a private placement,
public offering or through loans. We have discussed this matter with our
officers and directors. However, our officers and directors are unwilling to
make any commitments to loan us any money at this time. At the present time, we
have not made any arrangements to raise additional cash. We require additional
cash to continue operations. Such operations could take many years of
exploration and would require expenditure of very substantial amounts of money,
money we do not presently have and may never be able to raise. If we cannot
raise it we will have to abandon our planned exploration activities and go out
of business.
We estimate we will require $853,390 in cash over the next twelve months,
including the cost of completing the exploration work for the Lucky Thirteen
claim during that period. For a detailed breakdown refer to "Liquidity and
Capital Reserves".
We may attempt to interest other companies to undertake exploration work on the
Lucky Thirteen Claim through joint venture arrangement or even the sale of part
of the Lucky Thirteen Claim. Neither of these avenues has been pursued as of the
date of this Form 10-K.
During the year we have done significant exploration work on the Lucky Thirteen
Claim and in order to finance the requisite work we have entered into a joint
venture in which the joint venture partner pays for 100% of the costs and
receives 50% of the net profit. The joint venture partner has indicated that it
will not be participating in the venture any further due to its inability to
raise financing.
Since we do not presently have the requisite funds to explore and/or develop the
Valolo Claim we have decided to abandon this Claim. We do not intend to hire any
employees at this time. All of the work on the Lucky Thirteen Claim has been
conducted by independent contractors that we have hired. The independent
contractors have been under the direction of the Joint Venture responsible for
surveying, geology, engineering, exploration, and excavation. Our president,
along with independent experts, have evaluated the information derived from the
exploration and excavation activities.
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 unless we place a
property in production. We are unaware of any known trends, events or
15
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, other than as
described in this section or in `Risk Factors' on page 5.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations, including the discussion on liquidity and capital resources, are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.
The going concern basis of presentation assumes we will continue in operation
throughout the next fiscal year and into the foreseeable future and will be able
to realize our assets and discharge our liabilities and commitments in the
normal course of business. Certain conditions, discussed below, currently exist
which raise substantial doubt upon the validity of this assumption. The
financial statements do not include any adjustments that might result from the
outcome of the uncertainty.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2012 our total assets were $9,923 and our total liabilities were
$105,015.
Not including the cost of completing the exploration phase of our Lucky Thirteen
Claim, our non-elective expenses over the next twelve months, are expected to be
as follows:
Estimated
Expense Ref. Amount
------- ---- ------
Accounting and audit (i) $ 65,000
Edgar filing fees (ii) 6,000
Filing fees - Nevada; Securities of State (ii) 375
Lucky 13 property payments (iv) 500,000
Office and general expenses (v) 61,000
--------
Estimated expenses for the next twelve months 632,375
--------
Accounts and notes payable as at July 31, 2012 221,015
--------
Cash required for the next twelve months $853,390
========
(i) Accounting and audit
We will have to continue to prepare consolidated financial statements for
submission with the various 10-K and 10-Q as follows:
Period Form Accountant Auditor Amount
October 31, 2012 10-Q $ 9,000 $ 3,000 $12,000
January 31, 2013 10-Q 9,000 3,000 12,000
April 30, 2013 10-Q 9,000 3,000 12,000
July 31, 2013 10-K 9,000 20,000 29,000
------- ------- -------
Estimated total $36,000 $29,000 $65,000
======= ======= =======
16
(ii) Edgar filing fees
We will be required to file the annual Form 10-K estimated at $250 and the three
Form 10-Qs at $250 each for a total cost of $1,000. Additional Form 8-K should
cost an additional $1,000. The conversion costs to XBLR is estimated at $4,000.
(iii) Filing fees in Nevada
To maintain the Company in good standing in the State of Nevada an annual fee of
approximately $375 has been paid to the Secretary of State.
(iv) Lucky 13 property payments
Per the Lucky 13 property acquisition agreement, the Company is in default on
$350,000 related to property acquisition payments, and another $150,000 is due
by July 15, 2013.
(v) Office and general
We have estimated a cost of approximately $25,000 for photocopying, printing,
fax and delivery, travel, transfer agent and entertainment. Director Fees total
$3,000 per month or $36,000. Total Office and General is estimated to be
$61,000.
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 July 31, 2012, 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.
TWELVE MONTHS ENDED JULY 31, 2012 AND 2011 AND FOR THE PERIOD FROM JANUARY 18,
2007 (DATE OF INCEPTION) TO JULY 31, 2012.
Year ended Year ended Date of inception to
Expense Reference July 31, 2012 July 31, 2012 July 31, 2012
------- --------- ------------- ------------- -------------
Accounting and auditing (i) $ 22,080 $ 34,585 $ 95,262
Bank charges and interest 532 503 1,400
Consulting (ii) 9,000 -- 26,000
Edgarizing -- -- 2,898
Exploration -- 10,331 10,331
Impairment of mineral claims -- -- 5,000
Filing fees 5,548 -- 7,243
Incorporation costs -- -- 720
Legal 6,817 338 16,973
Management fees (iii) 36,000 123,000 198,000
Net loss in unconsolidated equity
method of investment (iv) -- 51,734 51,734
News Releases (v) 6,080 2,425 8,505
Office 430 99 2,608
Rent -- -- 11,700
Telephone 337 -- 6,187
Transfer agent's fees (vi) 770 1,956 8,549
Interest expense 1,750 1,750
Travel (vii) 14,159 4,423 18,582
-------- -------- --------
TOTAL EXPENSES $103,503 $229,394 $473,442
======== ======== ========
17
(i) Audit and Accounting
Auditing and accounting expense represents the cost of the preparation of the
financial statements for the year ended July 31, 2012, as well as for the
preparation and review of the financial statements for the three months ended
October 31, 2011, the six months ended January 31, 2012, and the nine months
ended April 30, 2012. The reduction in fees represents the reduced amount of
expenditures during the year.
(ii) Consulting
Consulting expenses were for Ed Morrow the Company's past president to review
the results of the mineral tests at the Lucky Thirteen Claim Site.
(iii) Management fees
The Directors of the Company were paid $1,500 per month each during the 2012
year end. In the prior year, the directors were also paid 200,000 shares valued
at $90,000.
(iv) Net loss in unconsolidated equity method investment
During the prior year there was approximately $149,046 of exploration
expenditures incurred on the Lucky 13 property. Our share of expenses was
$50,734 in 2011.
(v) News Releases
Several news releases were issued during the last year at a cost of $6,080 as
compared to $2,425 in the prior year.
(vi) Transfer Agent Fees
The transfer agent fees were $770 in 2012 as compared to $1,956 in 2011. This
decrease was due to decreased activity by the Company.
(vii) Travel
The travel fees increased to $14,159 in 2012 as compared to $4,423. This
increase was due to site reviews, financing, and trips to review the activities
incurring during the year near Hope British Columbia.
BALANCE SHEETS
Total cash and cash equivalents, as of July 31, 2012 was $9,923 and $12,940 as
at July 31, 2011. Our working capital deficiency as at July 31, 2012 was a
$95,092 and as of July 31, 2011, $107,589.
Total stockholders' deficiency as of July 31, 2012 was $95,092 and $107,589 as
at July 31, 2010. Total shares outstanding as at July 31, 2012 was 45,105,000
and 2010 were 45,025,000.
18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT 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 24,865,000
Presently, there are no shares being offered to the public and no shares have
been offered pursuant to an employee benefit plan or dividend reinvestment plan.
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 Lucky Thirteen Claim, and
* other events which we have no control over.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements attached to this Form 10-K for the year ended July 31,
2012 have been examined by our independent accountants, Madsen & Associates
CPA's Inc. and attached hereto.
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
19
ITEM 9A. 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 our principal executive officer and principal
financial officer, of the effectiveness of the design of our disclosure controls
and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of
July 31, 2012 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
our Principal Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures are not effective as of July 31, 2012 as
a result of material weaknesses in internal controls over financial reporting. A
material weakness is a deficiency, or a combination of control deficiencies, in
internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company's interim financial
statements will not be prevented or detected on a timely basis.Our management,
on behalf of the Company, has considered certain internal control procedures as
required by the Sarbanes-Oxley ("SOX") Section 404 A which accomplishes the
following:
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
As of July 31, 2012, the management of the Company 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. Management concluded, during the year ended July 31, 2012,
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules. Management realized there are deficiencies in the
design or operation of the Company's internal control that adversely affected
the Company's internal controls which management considers to be material
weaknesses.
In the light of management's review of internal control procedures as they
relate to COSO and the SEC the following were identified:
* The Company's Audit Committee does not function as an Audit Committee
should since there is a lack of independent directors on the
Committee,
* The Company has limited segregation of duties which is not consistent
with good internal control procedures.
* The Company does not have a written internal control procedurals
manual which outlines the duties and reporting requirements of the
Directors and any staff to be hired in the future. This lack of a
written internal control procedurals manual does not meet the
requirements of the SEC or good internal control.
* There are no effective controls instituted over financial disclosure
and the reporting processes.
Management feels the weaknesses identified above, being the latter three, have
not had any effect on the financial results of the Company. Management will have
to address the lack of independent members on the Audit Committee and identify
an "expert" for the Committee to advise other members as to correct accounting
and reporting procedures.
The Company and its management will endeavor to correct the above noted
weaknesses in internal control once it has adequate funds to do so. By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee. With the addition of other Board Members and staff the
segregation of duties issue will be address and will no longer be a concern to
management. By having a written policy manual outlining the duties of each of
the officers and staff of the Company will facilitate better internal control
procedures.
20
Management will continue to monitor and evaluate the effectiveness of the
Company's internal controls and procedures and its internal controls over
financial reporting on an ongoing basis and are committed to taking further
action and implementing additional enhancements or improvements, as necessary
and as funds allow.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in the Company's internal controls or in other factors
that could affect its disclosure controls and procedures subsequent to the
Evaluation Date, nor any deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions.
ITEM 9B. OTHER INFORMATION
There are no matters required to be reported upon under this Item.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Each of our Directors serves until his successor is elected and qualified. Each
of our officers is elected by the Board of Directors to a term of one (1) year
and serves until his successor is duly elected and qualified, or until he is
removed from office. The Board of Directors has no nominating or compensation
committees.
The name, address, age and position of our officers and directors is set forth
below:
Name and Address Position(s) Age
---------------- ----------- ---
Bob Hogarth Chief Executive Officer, 66
P.O Box 54118 President and Director(1)
Houston TX 77254 - 1182
Richard W. Markle Chief Financial Officer, 79
P.O Box 54118 Chief Accounting Officer,
Houston TX 77254 - 1182 Secretary-Treasurer and Director(1)
----------
(1) Bob Hogarth and Richard W Markle were appointed a director on November 7,
2012 as, President and the Chief Executive Officer, and Secretary
Treasurer, respectively on the same day.
The percentage of common shares beneficially owned, directly or indirectly, or
over which control or direction are exercised by the directors and officers of
our Company, collectively, is nil.
BACKGROUND OF OFFICERS AND DIRECTORS
BOB HOGARTH has been the President and Director of the Company since November 7,
2012.
Mr. Hogarth was the head professional golfer at the Royal Montreal Goff Course
for the past 22 years,. Mr. Hogarth is a resident of Beaconsfield, Quebec.
21
RICHARD W. MARKLE has been a director and Secretary Treasurer of the Company
since November 7, 2012.
Mr. Markle has been a full-time securities and consumer law attorney since 1983.
After receiving an honourable discharge from the Army, Mr. Markle completed his
Bachelor of Science at the State University of New York, and his Doctor of
Jurisprudence at South Texas College of Law. He is a member of of many
professional organizations including the American Bar Association and the State
Bar of Texas.
BOARD OF DIRECTORS
Below is a description of the Audit Committee of the Board of Directors. The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company's accounting and reporting
processes and the audits of the Company's financial statements.
Our audit committee is comprised of Bob Hagarth, our President and Chairman of
the Audit Committee, and Richard Markle our Chief Financial Officer and
Secretary Treasurer neither of whom are independent. Mr. Hogarth cannot be
considered an "audit committee financial expert" as defined in Item 401 of
Regulation S-B. Mr. Markle meets these qualifications.
Apart from the Audit Committee, the Company has no other Board committees.
Since inception on January 18, 2007, our Board has conducted its business
entirely by consent resolutions and has not met, as such.
SIGNIFICANT EMPLOYEES
We have not paid employees as such. Our Officers and Directors fulfill many of
the functions that would otherwise require Siga to hire employees or outside
consultants.
We will have to engage the services of certain consultants to assist in
continuation of the exploration of our previous mineral claims and to prepare a
report on the Lucky Thirteen Claim. Such consultant will responsible for hiring
and supervising, the exploration work on the Company's claims in the near
future. This individual will be responsible for the completion of the geological
work and, therefore, will be an integral part of our operations although he or
she will not be considered an employee either on a full time or part time basis.
This is because our exploration programs will not last more than a few weeks and
once completed this individual will no longer be required. We have not
identified any individual who would work as a consultant for us.
FAMILY RELATIONSHIPS
Our President and CEO and our Secretary Treasurer and CFO are unrelated.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the knowledge of the Company, during the past five years, none of our
directors or executive officers:
(1) has filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
22
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as
an investment advisor, underwriter, broker or dealer in securities, or
as an affiliate person, director or employee of any investment
company, or engaging in or continuing any conduct or practice in
connection with such activity;
(ii) engaging in any type of business practice; or
(iii)engaging in any activities in connection with the purchase or sale of
any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activities;
(5) was found by a court of competent jurisdiction in a civil action or by the
SEC to have violated any federal or state securities law, and the judgment
in such civil action or finding by the SEC has not been subsequently
reversed, suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
ITEM 11. EXECUTIVE COMPENSATION
Compensation to our directors and officers was paid as follows:
SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------ ----------------------- ---------
Name and Restricted
Principal Other Annual Stock Options/* LTIP All Other
Position Year Salary Compensation($) Awards($) SARs(#) Payouts($) Compensation($)
-------- ---- ------- -------------- --------- ------- ---------- --------------
Bob Hogarth 2012 -0- -0- -0- -0- -0- -0-
President, CEO
and Director
Richard W. Markle, 2012 -0- -0- -0- -0- -0- -0-
Secretary
Treasurer, CFO
and Director
Edwin G. Morrow 2011 -0- 16,500 45,000 -0- -0- -0-
President, CEO 2012 -0- 16,000 -0- -0- -0- -0-
and Director
Robert Malasek 2011 -0- 16,500 45,000 -0- -0- -0-
Secretary Treasurer, 2012 -0- 16,000 -0- -0- -0- -0-
CFO and Director
23
COMPENSATION OF DIRECTORS
We have no standard arrangement to compensate directors for their services in
their capacity as directors. Directors are not paid for meetings attended. All
travel and lodging expenses associated with corporate matters are reimbursed by
us, if and when incurred.
CONSULTING AGREEMENTS WITH EXECUTIVE OFFICERS AND DIRECTORS
There are consulting agreements with both of the officers or directors. Under
their respective agreements with Ed Morrow and Richard Malasek, the directors
were to be paid $1,500 per month each and each received 100,000 shares upon
entering into these agreements.
STOCK OPTION PLAN
We have never established any form of stock option plan for the benefit of our
directors, officers or future employees. We do not have a long-term incentive
plan nor do we have a defined benefit, pension plan, profit sharing or other
retirement plan.
BONUSES AND DEFERRED COMPENSATION
None.
COMPENSATION PURSUANT TO PLANS
None.
PENSION TABLE
None.
TERMINATION OF EMPLOYMENT
There are no compensatory plans or arrangements, including payments to be
received from us, with respect to any person named in Summary of Compensation
set out above which would in any way result in payments to any such person
because of his resignation, retirement, or other termination of such person's
employment with us, or any change in control of us, or a change in the person's
responsibilities following a change in control of us.
24
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
We know of no director orofficer, ("Reporting Person") that failed to file any
reports required to be furnished pursuant to Section 16(a). We do not know
whether the beneficial owner of more than ten percent of any class of equity
securities of our stock registered pursuant to Section 12 ("Reporting Person")
has filed any reports required to be furnished pursuant to Section 16(a)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth, as at July 31, 2012, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholders listed below have direct ownership of his
shares and possesses sole voting and dispositive power with respect to the
shares.
Title or Name and Address of Amount of Beneficial
Class Beneficial Owner (1) Ownership (2) Percent of Class
----- -------------------- ------------- ----------------
Common Arun Kumar 17,500,000 38.9%
Stock #8 Nairal Rd., Raiwai,
Suva, Fiji
Common Rohit Singh 8,750,000 19.4%
Stock Narata, Nausori, GPO,
Box 1004, Suva, Fiji
Common Ed Morrow 100,000 0.0%
Stock 1002 Ermine Court,
South Lake Tahoe, CA 96150
Common Robert Malasek 100,000 0.0%
Stock 6121 Paseo Ensillar,
Calsbad CA 92009
Common Greater than 5% 26,250,000 58.3%
Stock shareholders as a Group
(2 persons)
----------
(1) Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d of the Exchange Act, shares not outstanding but subject to
options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
person having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons. None of our officers or
directors has options, warrants, rights or conversion privileges
outstanding.
We do not know of any other shareholder who has more than 5 percent of the
issued shares.
The number of shares under Rule 144 is 23,825,000.
Our two largest shareholders, Arun Kumar and Rohit Singh, own, collectively,
26,250,000 issued and outstanding shares of our common stock. All except
1,750,000 of these shares are "restricted shares" as that term is defined in
Rule 144 of the Rules and Regulations of the SEC promulgated under the
Securities Act. Under Rule 144, shares can be publicly sold, subject to volume
restrictions and restrictions on the manner of sale, commencing one year after
their acquisition.
25
There are no voting trusts or similar arrangements known to us whereby voting
power is held by another party not named herein. We know of no trusts, proxies,
power of attorney, pooling arrangements, direct or indirect, or any other
contract arrangement or device with the purpose or effect of divesting such
person or persons of beneficial ownership of our common shares or preventing the
vesting of such beneficial ownership.
DESCRIPTION OF OUR SECURITIES
We have only common shares authorized and there are no preferred shares or other
forms of shares. Our authorized common stock consists of 500,000,000 shares of
common stock, par value $0.001 per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available
therefore, when, as, and if declared by our Board of Directors;
* are entitled to share ratably in all of our assets available for
distribution upon winding up of our affairs; and
* do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on
which shareholders may vote at all meetings of shareholders.
The shares of common stock do not have any of the following rights:
* preference as to dividends or interest;
* preemptive rights to purchase in new issues of shares;
* preference upon liquidation; or
* any other special rights or preferences.
All our shares of common stock now issued and outstanding are fully paid and
non-assessable.
NON-CUMULATIVE VOTING.
The holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining shares will not be
able to elect any of our directors.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as indicated below, there were no material transactions, or series of
similar transactions, since our inception, or any currently proposed
transactions, or series of similar transactions, to which Siga was or is to be a
party, in which the amount involved exceeds $120,000, and in which any director
or executive officer, or any security holder who is known by Siga to own of
record or beneficially more than 5% of any class of Siga's common stock, or any
member of the immediate family of any of the foregoing persons, has an interest.
INDEBTEDNESS OF MANAGEMENT
There were no material transactions, or series of similar transactions, since
our inception, or any currently proposed transactions, or series of similar
transactions, to which we are or are to be a part, in which the amount involved
exceeded $120,000 and in which any director or executive officer, or any
26
security holder who is known to us to own of record or beneficially more than 5%
of the common shares of our capital stock, or any member of the immediate family
of any of the foregoing persons, has an interest.
CONFLICTS OF INTEREST
None of our officers and directors is a director or officer of any other company
involved in the gold mining industry. However, there can be no assurance such
involvement in other companies in the mining industry will not occur in the
future. Such potential future involvement could create a conflict of interest.
To ensure that potential conflicts of interest are avoided or declared, the
Board of Directors adopted, on January 19, 2007, a Code of Ethics for the Board
of Directors (the "Code"). Our Code embodies our commitment to such ethical
principles and sets forth the responsibilities of us and its officers and
directors to its shareholders, employees, customers, lenders and other
organizations. Our Code addresses general business ethical principles and other
relevant issues.
TRANSACTIONS WITH PROMOTERS
We do not have promoters and have no transactions with any promoters.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees
The aggregate fees billed by the independent registered accountants for the
years ended July 31, 2012 and 2011 were as follows:
Year Amount
---- ------
2012 $11,580
2011 $ 4,785
(2) Audit-Related Fees
The aggregate fees billed in each of the two periods mentioned above for
assurance and related services by the principal accountants that are reasonably
related to the performance of the audit or review of Siga's financial statements
and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.
(3) Tax Fees
The aggregate fees billed in July 31, 2012 for professional services rendered by
the principal accountants for tax compliance, tax advice, and tax planning was
NIL.
(4) All Other Fees
During the period from inceptions to July 31, 2012 there were no other fees
charged by the principal accountants other than those disclosed in (1) and (3)
above.
(5) Audit Committee's Pre-approval Policies
At the present time, there are not sufficient directors, officers and employees
involved with us to make any pre-approval policies meaningful. Once we have
elected more directors and appointed directors and non-directors to the Audit
Committee it will have meetings and function in a meaningful manner.
27
(6) Audit Hours Incurred
The principal accountants did not spend greater than 50 percent of the hours
spent on the accounting by our internal accountant.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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
(incorporated by reference from Siga's Form 10K for the year ended
July 31, 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. (incorporated by reference from Siga's
Form 10K for the year ended July 31, 2010)
10.4 Extension Agreement dated October 14, 2010 between Peter Osha,
Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Siga
Resources Inc. (incorporated by reference from Siga's Form 10Q for the
Quarter ended October 31, 2010)
10.5 Property Acquisition and Royalty Agreement dated January 16, 2011
between Siga Resources Inc. and Peter Osha (incorporated by reference
from Siga's Form 10Q for the Quarter ended January 31, 2011)
10.6 Joint Venture Agreement dated May 12, 2011 between Big Rock Resources
Ltd. and Siga Resources Inc. regarding the development of the Lucky
Thirteen Claim. (incorporated by reference from Siga's Form 8K filed
May 14, 2011).
10.7 Letter of Intent dated June 14, 2011 between Montana Mining Company
and Siga Resources Inc. regarding the acquisition of the Big Bear
Claims 1-9 located in San Bernardino County, California (incorporated
by reference from Siga's Form 8K filed June20, 2011).
10.8 Revised Acquisition Agreement dated July 7, 2011 between Montana
Mining Company and Siga Resources Inc. regarding the acquisition of
the Big Bear Claims 1-9 located in San Bernardino County, California
(incorporated by reference from Siga's Form 8K filed July 12, 2011).
28
10.9 Joint Venture Agreement dated July 22, 2011 between Bentall Fairview
Resources Ltd.. and Siga Resources Inc. regarding the development of
the Big Bear Claims. (incorporated by reference from Siga's Form 8K
filed July 22, 2011).
10.10 Property Acquisition and Royalty Agreement dated September 20, 2011
between Siga Resources Inc. and Laguna Finance Ltd. regarding the
acquisition of the Moutauban Gold Tailing Claims located in near
Quebec City, Canada (incorporated by reference from Siga's Form 8K
filed September 28, 2011) .
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
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
FINANCIAL STATEMENTS. The following financial statements are included in this
report:
Title of Document Page
----------------- ----
Report of Sadler Gibb, CPA's Inc. F-1
Report of Madsen & Associates, CPA's Inc. F-2
Balance Sheets as at July 31, 2012 and 2011 F-3
Statement of Operations for years ended July 31, 2012 and 2011 and for the
period from January 18, 2007 (date of inception) to July 31, 2012 F-4
Statement of Changes in Shareholders' Deficiency for the period from
January 18, 2007 (date of inception) to July 31, 2012 F-5
Statement of Cash Flows for years ended July 31, 2012 and 2011 and for the
period ended January 18, 2007 (date of inception) to July 31, 2012 F-6
Notes to the Financial Statements F-7
29
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.
SIGA RESOURCES, INC.
(Registrant)
By: /s/ Bob Hogarth
-----------------------------------
Bob Hogarth
Chief Executive Officer,
President and Director
Date: March 19, 2013
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/ Bob Hogarth
-----------------------------------
Bob Hogarth
Chief Executive Officer,
President and Director
Date: March 19, 2013
By: /s/ Richard Markle
-----------------------------------
Richard Markle
Chief Financial Officer,
and Director
Date: March 19, 2013
30
[LETTERHEAD OF SADLER, GIBB & ASSOCIATES, LLC]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Siga Resources, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Siga Resources, Inc. (an
Exploration Stage Company) (the Company) as of July 31, 2012 and the related
statements of operations, stockholders' equity(deficit) and cash flows for the
year then ended and for the period from January 18, 2007 (date of inception)
through July 31, 2012. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of the Company
for the year ended July 31, 2011 were audited by other auditors whose report
dated November 10, 2011, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Siga Resources, Inc. as of July 31,
2012, and the results of its operations and cash flows for the year then ended
and for the period from January 18, 2007 (date of inception) through July 31,
2012, in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has no revenue and accumulated losses of
$473,442 for the period from inception through July 31, 2012, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans concerning these matters are also described in Note 8. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Sadler, Gibb & Associates, LLC
----------------------------------------------
Salt Lake City, UT
March 13, 2013
F-1
[LETTERHEAD OF MADSEN & ASSOCIATES, CPA'S INC.]
Board of Directors
Siga Resources, Inc.
South Lake Tahoe, CA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM
We have audited the accompanying balance sheets of Siga Resources,
Inc.(Pre-exploration stage company) at July 31, 2011 and 2010, and the r elated
statements of operations, changes in stockholders' deficiency, and cash flows
for the years ended July 31, 2011 and 2010 and the period from January 18, 2007
(date of inception) to July 31, 2011. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have nor were we engaged to perform an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness for the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosure in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Siga Resources, Inc .at July
31, 2011 and 2010, and the results of operations and cash flows for the years
ended July 31, 2011 and 2010 and the period from January 18, 2007 (date of
inception) to July 31, 2011, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital for its planned activities and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Madsen & Associates, CPA's Inc.
--------------------------------------------------
Madsen & Associates, CPA's Inc.
Murray, Utah
November 10, 2011
F-2
SIGA RESOURCES, INC.
(Exploration Stage Company)
BALANCE SHEETS
July 31, July 31,
2012 2011
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 9,923 $ 12,940
---------- ----------
TOTAL CURRENT ASSETS 9,923 12,940
---------- ----------
TOTAL ASSETS $ 9,923 $ 12,940
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable (including related party amounts of
$27,883 and $18,035, respectively) $ 85,765 $ 120,529
Note payable 19,250 --
Convertible notes payable, net of discounts of $116,000
and $0, respectively -- --
---------- ----------
TOTAL CURRENT LIABILITIES 105,015 120,529
---------- ----------
STOCKHOLDERS' DEFICIENCY
Common stock
500,000,000 shares authorized, at $0.001 par value;
45,105,000 and 45,025,000 shares issued and outstanding
as of July 31, 2012 and 2011, respectively 45,105 45,025
Capital in excess of par value 333,245 197,325
Share Subscriptions received -- 20,000
Deficit accumulated during the exploration stage (473,442) (369,939)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIENCY (95,092) (107,589)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 9,923 $ 12,940
========== ==========
The accompanying notes are an integral part of these financial statements.
F-3
SIGA RESOURCES, INC.
(Exploration Stage Company)
STATEMENT OF OPERATIONS
For the years ended July 31, 2012 and 2011 and for the period from
January 18, 2007 (date of inception) to July 31, 2012
(Unaudited)
January 18, 2007
Year ended (inception) to
July 31, July 31, July 31,
2012 2011 2012
------------ ------------ ------------
REVENUES $ -- $ -- $ --
------------ ------------ ------------
EXPENSES
General and administrative 101,753 167,329 404,627
Net loss in unconsolidated equity
method investment -- 51,734 51,734
Exploration costs -- 10,331 10,331
Impairment loss on mineral claims -- -- 5,000
------------ ------------ ------------
TOTAL EXPENSES 101,753 229,394 471,692
OTHER EXPENSE
Interest expense 1,750 -- 1,750
------------ ------------ ------------
NET LOSS $ (103,503) $ (229,394) $ (473,442)
============ ============ ============
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.00) $ (0.01)
============ ============
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted 45,035,521 43,934,370
============ ============
The accompanying notes are an integral part of these financial statements.
F-4
SIGA RESOURCES, INC.
(Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIENCY
Period January 18, 2007 (date of inception) to July 31, 2012
Deficit
Accumulated
Common Common Capital in During
shares Subscriptions stock excess of Exploration
issued received Amount par value Stage Total
------ -------- ------ --------- ----- -----
Balance, January 18, 2007 -- $ -- $ -- $ -- $ -- $ --
Issuance of common shares
for cash - July 2007 43,785,000 -- 43,785 (17,985) -- 25,800
Capital contribution -
non-cash expenses -- -- -- 8,700 -- 8,700
Net operating loss
January 18,2007 (date
of inception) to
July 31, 2007 -- -- -- -- (22,659) (22,659)
---------- ---------- ---------- ---------- ---------- ----------
Balance as at July 31, 2007 43,785,000 -- 43,785 (9,285) (22,659) 11,841
Capital contribution -
non-cash expenses -- -- -- 17,400 -- 17,400
Net operating loss for the
year ended July 31, 2008 -- -- -- -- (57,226) (57,226)
---------- ---------- ---------- ---------- ---------- ----------
Balance as of July 31, 2008 43,785,000 -- 43,785 8,115 (79,885) (27,985)
Capital contribution -
non-cash expenses -- -- -- 17,400 -- 17,400
Net operating loss for the
year ended July 31, 2009 -- -- -- -- (36,149) (36,149)
---------- ---------- ---------- ---------- ---------- ----------
Balance as of July 31, 2009 43,785,000 -- 43,785 25,515 (116,034) (46,734)
Capital contribution -
non-cash expenses -- -- -- 13,050 -- 13,050
Net operating loss for the
year ended July 31, 2010 -- -- -- -- (24,511) (24,511)
---------- ---------- ---------- ---------- ---------- ----------
Balance as of July 31, 2010 43,785,000 -- 43,785 38,565 (140,545) (58,195)
Share subscriptions received -- 20,000 -- -- -- 20,000
Shares issued for services 200,000 -- 200 89,800 -- 90,000
Issuance of shares for cash,
July 28, 2011 1,040,000 -- 1,040 68,960 -- 70,000
Net operating loss for the
year ended July 31, 2011 -- -- -- -- (229,394) (229,395)
---------- ---------- ---------- ---------- ---------- ----------
Balance as of July 31, 2011 45,025,000 20,000 45,025 197,325 (369,939) (107,589)
Shares issued for
subscriptions received 80,000 (20,000) 80 19,920 -- --
Debt discounts related
to beneficial conversion
features -- -- -- 116,000 -- 116,000
Net loss for the year ended
July 31, 2012 -- -- -- -- (103,503) (103,503)
---------- ---------- ---------- ---------- ---------- ----------
Balance as at July 31, 2012 45,105,000 $ -- $ 45,105 $ 333,245 $ (473,442) $ (95,092)
========== ========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
F-5
SIGA RESOURCES, INC.
(Exploration Stage Company)
STATEMENT OF CASH FLOWS
For the years ended July 31, 2012 and 2011 and for the period from
January 18, 2007 (date of inception) to July 31, 2012
January 18, 2007 to
Year ended Year ended (inception)
July 31, July 31, July 31,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (103,503) $ (229,394) $ (473,442)
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity loss on mining exploration -- 51,734 51,734
Impairment loss on mineral claims -- -- 5,000
Stock issued for consulting services -- 90,000 90,000
Capital contributions - non-cash expenses -- -- 56,550
Changes in accounts payable 6,986 62,334 124,881
---------- ---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (96,517) (43,361) (144,393)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Mining Leases -- (51,734) (56,734)
---------- ---------- ----------
NET CASH USED IN INVESTING -- (51,734) (56,734)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Share subscriptions received -- 20,000 20,000
Promissory Notes 93,500 -- 19,250
Proceeds from issuance of common stock -- 70,000 95,800
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING 93,500 108,035 276,559
---------- ---------- ----------
Net Increase (Decrease) in Cash (3,017) 12,940 9,923
Cash at Beginning of Period 12,940 -- --
---------- ---------- ----------
CASH AT END OF PERIOD $ 9,923 $ 12,940 $ 9,923
========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Stock issued for consulting services $ -- $ 90,000 $ 90,000
========== ========== ==========
Investment in Joint Venture $ -- $ 51,734 $ 51,734
========== ========== ==========
Accrued interest converted to notes payable $ 1,750 $ -- $ 1,750
========== ========== ==========
Accounts payable converted to notes payable $ 40,000 $ -- $ 40,000
========== ========== ==========
Capital contributions - non-cash expenses $ -- $ -- $ 56,550
========== ========== ==========
The accompanying notes are an integral part of these financial statements
F-6
SIGA RESOURCES, INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
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 April 30, 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.
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 anti-dilutive
and then the basic and diluted per share amounts are the same. As of July 31,
2012 and 2011, the Company has 116,000,000 and 0 common stock equivalents
outstanding, calculated using the if-converted method.
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.
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.
F-7
Advertising and Market Development
The company expenses advertising and market development costs as incurred. The
Company incurred no advertising or market development costs during the years
ended July 31, 2012 and 2011.
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.
Mineral Property Acquisition and Exploration Costs
Mineral property acquisition costs are initially capitalized when incurred.
These costs are then assessed for impairment when factors are present to
indicate the carrying costs may not be recoverable. Mineral exploration costs
are expensed when incurred.
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.
F-8
3. ACQUISITION OF MINERAL CLAIMS
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 January 16, 2011, the Company entered into a Property Acquisition and Royalty
Agreement with Peter Osha whereby the Company will have acquired Peter Osha's
Lucky Thirteen Placer Mining Property ("Lucky Thirteen") near Hope, British
Columbia, Canada in exchange for $1.5 million Canadian plus a 3% net smelter
royalty. Payments on the property are due as follows:
By or before January 15, 2011 *$ 10,000
By or before April 15, 2011 * 40,000
By or before July 15, 2011 ** 50,000
By or before January 15, 2012 *** 100,000
By or before July 15, 2012 *** 100,000
By or before January 15, 2013 *** 150,000
By or before July 15, 2013 150,000
By or before January 15, 2014 200,000
By or before July 15, 2014 200,000
By or before January 15, 2015 250,000
By or before July 15, 2015 250,000
----------
Total $1,500,000
==========
----------
* Paid by the Company
** Paid by Lucky 13 Mining Company Ltd.
*** Not Paid - the Company is in default. Peter Osha has verbally agreed to
extend the Property Acquisition and Royalty Agreement. Peter Osha has the
right to cancel this Agreement without notice.
On May 12, 2011, the Company entered into a joint venture agreement with Big
Rock Resources Inc. whereby, the Company transferred its interest (and related
payments due) in the Lucky Thirteen Mining Property to Lucky 13 Mining Company
Ltd. This transfer provided the Company with a 50% ownership interest in Lucky
13 Mining Company Ltd. Per the joint venture agreement, Big Rock Resources Inc.
has agreed to fund Lucky 13 Mining Company Ltd. to provide financing for
exploration and for its mineral lease payments. Payments due from Big Rock
Resources Inc. to Lucky 13 Mining Company Ltd. are as follows:
1. Payment of $400,000 for the initial work program on the Project,
payable as follows: a. $50,000 by May 14, 2011, which was received; b.
$350,000 by May 31, 2011 which was received;
2. Payment of $8,500,000 for the cost of putting the Project into
production. Lucky 13 Mining Company Ltd. is 50% owned by both Black
Rock Resources Ltd. and the Company.
As indicated above, the Company transferred its interests in the Mining Claims
to the Joint Venture with a cost basis of $51,734. The Company accounts for this
Joint Venture using the equity method. For the time period May 12, 2011 to July
31, 2011, the joint venture reported a net loss of approximately $143,000.
Accordingly, the Company recorded its share of those losses, but only up to the
cost of its investment.
F-9
As of July 31, 2012, it was mutually agreed by both parties that the Black Rock
Resources Ltd. joint venture agreement was terminated. The Company intends to
seek financing opportunities to continue with the Lucky Thirteen property;
however, Peter Osha has the right to offer the property to other vendors.
4. RELATED PARTY TRANSACTIONS
Under consulting agreements executed in September 2010, two of the Company's
former directors were to be paid $1,500 per month. As of July 31, 2012 $27,883
($18,035 - July 31, 2011) was due to these former directors (these amounts
included minor travel expenses). On November 15, 2010, 200,000 shares were
issued to the two former directors under the terms and conditions of their
consulting agreements. These shares were valued at $90,000, which was the market
value of the shares when issued.
5. CONVERTIBLE NOTES PAYABLE
On July 31, 2012, the Company converted $40,000 in accounts payable to a
convertible promissory note. The note has a 10% per annum interest rate and a
maturity date of July 31, 2013. The note is convertible into shares of the
Company's common stock at a conversion price of $0.001. Per ASC 470-50-40-10b,
as this transaction added a substantive conversion feature to the debt, we have
determined debt extinguishment accounting rules apply. However, as there was no
difference between the reacquisition price and the net carrying amount of the
old debt, no gain or loss was recorded. The Company did record a discount on the
debt equal to the face value, in the amount of $40,000. This discount will be
amortized to interest expense over the term of the debt, or one year.
On July 31, 2012, the Company converted $76,000 in advances to a convertible
promissory note. The note has a 10% per annum interest rate and a maturity date
of July 31, 2013. The note is convertible into shares of the Company's common
stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this
transaction added a substantive conversion feature to the debt, we have
determined debt extinguishment accounting rules apply. However, as there was no
difference between the reacquisition price and the net carrying amount of the
old debt, no gain or loss was recorded. The Company did record a discount on the
debt equal to the face value, in the amount of $76,000. This discount will be
amortized to interest expense over the term of the debt, or one year.
6. NOTE PAYABLE
The Company received $17,500 under a promissory note agreement in July 2012. Per
the note agreement, interest of $1,750 was accrued through July 31, 2012.
Interest and principal were due on September 15, 2012. The Company is currently
in default on this note.
7. CAPITAL STOCK
On November 15, 2010, the Company issued 200,000 shares to the directors, for
services rendered, as per their consulting agreements. These shares were valued
at $90,000, which was the market value of the shares when issued.
On July 28, 2011, the Company completed a private placement consisting of
1,000,000 shares for a total consideration of $60,000 and 40,000 shares for a
total consideration of $10,000.
On June 14, 2012, the Company issued 80,000 shares of its common stock for the
$20,000 cash it received under a share subscription agreement, in January 2011.
8. 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.
F-10
9. INCOME TAXES
The Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows ("NOL" denotes Net Operating Loss):
Valuation
Allowance
Period Estimated NOL NOL Estimated Tax from Net Tax
Ended Carry-Forward expires Benefit from NOL NOL Benefit Benefit
----- ------------- ------- ---------------- ----------- -------
$ $ $
2007 22,659 2027 7,704 (7,704) --
2008 57,226 2028 19,456 (19,456) --
2009 36,149 2029 12,291 (12,291) --
2010 24,511 2030 8,334 (8,334) --
2011 229,394 2031 77,994 (77,994) --
2012 103,503 2032 35,191 (35,191) --
------- -------- -------- ----
Total 473,442 160,970 (160,970) --
======= ======== ======== ====
The total valuation allowance as of July 31, 2012 was $160,970 which incr eased
by $35,191 for the year ended July 31, 2012.
As of July 31, 2012 and 2011, the Company has no unrecognized income tax
benefits. The Company's policy for classifying interest and penalties associated
with unrecognized income tax benefits is to include such items as tax expense.
No interest or penalties have been recorded during the years ended July 31,
2012, and 2011 and no interest or penalties have been accrued as of July 31,
2012 and 2011.
The tax years from 2007 and forward remain open to examination by federal and
state authorities due to net operating loss and credit carryforwards. The
Company is currently not under examination by the Internal Revenue Service or
any other taxing authorities.
F-11