UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 31, 2015
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 000-54327
FIRST AMERICAN SILVER CORP.
(Exact name of registrant as specified in its charter)
Nevada 98-0579157
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1 Nachal Maor, Suite 2, Ramat Bet Shemesh, Israel 99623
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +972 52 798 0831
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None N/A
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [] No [X]
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: 62,050,567 as of July 15, 2015
DOCUMENTS INCORPORATED BY REFERENCE
None.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements ................................................ 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ............................................... 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk .......... 19
Item 4. Controls and Procedures ............................................. 19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ................................................... 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ......... 20
Item 3. Defaults Upon Senior Securities ..................................... 20
Item 4. Mine Safety Disclosures ............................................. 21
Item 5. Other Information ................................................... 21
Item 6. Exhibits ............................................................ 21
SIGNATURES .................................................................. 23
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
These unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the Securities and Exchange Commission
instructions to Form 10-Q. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the interim period ended May 31, 2015 are not necessarily indicative
of the results that can be expected for the full year.
3
FIRST AMERICAN SILVER CORP.
TABLE OF CONTENTS
MAY 31, 2015
Balance Sheets as of May 31, 2015 and November 30, 2014 (unaudited) 5
Statements of Operations for the three and six months ended
May 31, 2015 and 2014 (unaudited) 6
Statement of Stockholders' Equity (Deficit) as of
May 31, 2015 (unaudited) 7
Statements of Cash Flows for the six months ended
May 31, 2015 and 2014 (unaudited) 8
Notes to the (unaudited) Financial Statements 9
4
FIRST AMERICAN SILVER CORP.
BALANCE SHEETS (unaudited)
May 31, 2015 November 30, 2014
------------ -----------------
ASSETS
Current Asset
Prepaid expenses $ 12,253 $ 22,128
------------ ------------
Total Current Assets 12,253 22,128
------------ ------------
Other Asset
Reclamation bond 591 591
------------ ------------
Total Other Assets 591 591
------------ ------------
Total Assets $ 12,844 $ 22,719
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ 127,538 $ 95,075
Accrued expenses 40,812 32,804
Due to related party 31,787 8,100
Notes payable - current portion 200,750 200,750
------------ ------------
Total Liabilities 400,887 336,729
------------ ------------
Stockholders' Equity (Deficit)
Preferred stock, par value $0.001, 20,000,000 shares authorized,
no shares issued and outstanding -- --
Common stock, par value $0.001, 3,500,000,000 shares authorized,
62,806,567 shares issued and outstanding (62,320,567 - 2014) 62,807 62,321
Additional paid-in capital 1,180,229 1,170,995
Accumulated deficit (1,631,079) (1,547,326)
------------ ------------
Total Stockholders' Equity (Deficit) (388,043) (314,010)
------------ ------------
Total Liabilities and Stockholders' Equity (Deficit) $ 12,844 $ 22,719
============ ============
The accompanying notes are an integral part of these financial statements.
5
FIRST AMERICAN SILVER CORP.
STATEMENTS OF OPERATIONS (unaudited)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
May 31, 2015 May 31, 2014 May 31, 2015 May 31, 2014
------------ ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
OPERATING EXPENSES
Accounting and legal -- -- 1,750 --
Consulting fees 25,500 17,500 47,758 27,500
Transfer agent and filing fees 5,925 2,461 6,642 4,250
General and administrative -- 958 -- 2,034
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 31,425 20,919 56,150 33,784
------------ ------------ ------------ ------------
LOSS FROM OPERATIONS (31,425) (20,919) (56,150) (33,784)
------------ ------------ ------------ ------------
OTHER INCOME (EXPENSES)
Interest expense (13,856) (14,682) (27,603) (27,315)
Impairment of website -- (1,667) -- (1,667)
Exercise of option on mining claims -- -- -- --
------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSE) (13,856) (16,349) (27,603) (28,982)
------------ ------------ ------------ ------------
LOSS BEFORE PROVISION FOR INCOME TAX (45,281) (37,268) (83,753) (62,766)
PROVISION FOR INCOME TAX -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (45,281) $ (37,268) $ (85,753) $ (62,766)
============ ============ ============ ============
LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 62,806,567 59,011,545 62,597,391 58,766,726
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
6
FIRST AMERICAN SILVER CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited)
Total
Common Stock Additional Common Stockholders'
-------------------- Paid in Stock Accumulated Equity
Shares Amount Capital Warrants Deficit (Deficit)
------ ------ ------- -------- ----- ------
Balance, November 30, 2012 55,700,000 $ 55,700 $ 797,270 $ 131,635 $(1,171,570) $(186,965)
Common stock issued for mineral
property payment 1,000,000 1,000 39,000 -- -- 40,000
Common stock issued to pay accounts
payable 877,067 877 25,454 -- -- 26,331
Common stock issued for services 25,000 25 725 -- -- 750
Common stock issued for loan extensions 846,000 846 27,234 -- -- 28,080
Expiration of warrants -- -- 131,635 (131,635) -- --
Board member debt forgiveness -- -- 1,984 -- -- 1,984
Net loss for the year ended
November 30, 2013 -- -- -- -- (195,136) (195,136)
----------- -------- ---------- --------- ----------- ---------
Balance, November 30, 2013 58,448,067 58,448 1,023,302 -- (1,366,706) (284,956)
Common stock issued for loan extensions 1,984,500 1,985 36,950 -- -- 38,935
Common stock issued for services 816,025 816 15,471 -- -- 16,287
Common stock issued for debt 1,071,975 1,072 20,311 -- -- 21,383
Board member debt forgiveness -- -- 74,961 -- -- 74,961
Net loss for the year ended
November 30, 2014 -- -- -- -- (180,620) (180,620)
----------- -------- ---------- --------- ----------- ---------
Balance, November 30, 2014 62,320,567 62,321 1,170,995 -- (1,547,326) (314,010)
Common stock issued for loan extensions 486,000 486 9,234 -- -- 9,720
Net loss for the period ended
May 31, 2015 -- -- -- -- (85,753) (85,753)
----------- -------- ---------- --------- ----------- ---------
Balance, May 31, 2015 62,806,567 $ 62,807 $1,180,229 $ -- $(1,633,079) $(388,043)
=========== ======== ========== ========= =========== =========
The accompanying notes are an integral part of these financial statements.
7
FIRST AMERICAN SILVER CORP.
STATEMENTS OF CASH FLOWS (unaudited)
Six Months Six Months
Ended Ended
May 31, 2015 May 31, 2014
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(83,753) $(62,766)
Adjustments to Reconcile Net Loss to Net Cash
Provided by (Used in) Operating Activities:
Depreciation and amortization -- 500
Write down of website -- 1,667
Stock issued for loan extension fees 9,720 9,054
Changes in operating assets and liabilities:
Accounts receivable - other -- 6,433
Prepaid expenses 9,875 8,510
Accounts payable 32,463 13,505
Accrued expenses 8,008 8,189
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (23,687) (14,908)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable -- 12,000
Due to related party 23,687 2,870
-------- --------
NET CASH USED IN OPERATING ACTIVITIES 23,687 14,870
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -- (38)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -- 80
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -- $ 42
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes $ -- $ --
======== ========
Cash paid for interest $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements
8
FIRST AMERICAN SILVER CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2015
NOTE 1 - NATURE OF OPERATIONS
Mayetok, Inc. ("the Company") was incorporated in the state of Nevada on April
29, 2008. On June 8, 2010, the Company changed its name to First American Silver
Corp.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
EXPLORATION STAGE COMPANY
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued
update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other
things, the amendments in this update removed the definition of development
stage entity from Topic 915, thereby removing the distinction between
development stage entities and other reporting entities from US GAAP. In
addition, the amendments eliminate the requirements for development stage
entities to (1) present inception-to-date information on the statements of
income, cash flows and shareholders equity, (2) label the financial statements
as those of a development stage entity; (3) disclose a description of the
development stage activities in which the entity is engaged and (4) disclose in
the first year in which the entity is no longer a development stage entity that
in prior years it had been in the development stage. The amendments are
effective for annual reporting periods beginning after December 31, 2014 and
interim reporting periods beginning after December 15, 2015, however entities
are permitted to early adopt for any annual or interim reporting period for
which the financial statements have yet to be issued. The Company has elected to
early adopt these amendments and accordingly have not labeled the financial
statements as those of a development stage entity and have not presented
inception-to-date information on the respective financial statements.
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
ACCOUNTING BASIS
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a November 30 fiscal year end.
RISKS AND UNCERTAINTIES
The Company's operations are subject to significant risk and uncertainties
including financial, operational, technological, and regulatory risks including
the potential risk of business failure. See Note 10 regarding going concern
matters.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents. At May 31, 2015 and November 30, 2014,
respectively, the Company had $0 and $0 of unrestricted cash to be used for
future business operations.
The Company's bank accounts are deposited in insured institutions. The funds are
insured up to $250,000. At times, the Company's bank deposits may exceed the
insured amount. Management believes it has little risk related to the excess
deposits.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, prepaid expenses, accounts
payable, accrued expenses, notes payable, and note payable-related party. The
carrying amount of these financial instruments approximates fair value due to
either length of maturity or interest rates that approximate prevailing market
rates unless otherwise disclosed in these financial statements.
9
FIRST AMERICAN SILVER CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2015
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
CONCENTRATIONS OF CREDIT RISK
The Company maintains its cash in bank deposit accounts, the balances of which
at times may exceed federally insured limits. The Company continually monitors
its banking relationships and consequently has not experienced any losses in
such accounts. The Company believes it is not exposed to any significant credit
risk on cash and cash equivalents.
STOCK-BASED COMPENSATION
The Company accounts for employee stock-based compensation in accordance with
the guidance of ASC Topic 718, COMPENSATION - STOCK COMPENSATION which requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on their fair
values. There has been no stock-based compensation issued to employees.
The Company follows ASC Topic 505-50, formerly EITF 96-18, "ACCOUNTING FOR
EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING GOODS AND SERVICES," for stock options and warrants
issued to consultants and other non-employees. In accordance with ASC Topic
505-50, these stock options and warrants issued as compensation for services
provided to the Company are accounted for based upon the fair value of the
services provided or the estimated fair market value of the option or warrant,
whichever can be more clearly determined. The fair value of the equity
instrument is charged directly to compensation expense and additional paid-in
capital over the period during which services are rendered.
INCOME TAXES
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized. It is the
Company's policy to classify interest and penalties on income taxes as interest
expense or penalties expense. As of May 31, 2015, there have been no interest or
penalties incurred on income taxes.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
REVENUE RECOGNITION
The Company is in the exploration stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.
BASIC INCOME (LOSS) PER SHARE
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity.
RECENT ACCOUNTING PRONOUNCEMENTS
First American Silver does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flows.
10
FIRST AMERICAN SILVER CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2015
NOTE 3 - PREPAID EXPENSES
Prepaid expenses consisted of the following:
May 31, 2015 November 30, 2014
------------ -----------------
Loan extension fees $12,253 $22,128
------- -------
Total prepaid expenses $12,253 $22,128
======= =======
NOTE 4 - RELATED PARTY LOANS
The Company has received advances of $31,787 to pay expenses on behalf of the
Company. Advances bear no interest, are unsecured, and due on demand.
NOTE 5 - NOTES PAYABLE
Notes payable consisted of the following at May 31, 2015:
Date of Note Note Amount Interest Rate Maturity Date Collateral Interest Accrued
------------ ----------- ------------- ------------- ---------- ----------------
April 17, 2013 $ 7,500 8% April 17, 2015 (default) None $ 1,272
June 12, 2013 $ 6,250 8% June 12, 2015 None $ 984
June 18, 2013 $ 50,000 8% June 18, 2015 None $11,803
August 22, 2013 $ 55,000 8% August 22, 2015 None $12,200
November 1, 2013 $ 25,000 8% November 1, 2015 None $ 5,156
March 10, 2014 $ 12,000 8% March 10, 2015 (default) None $ 1,175
February 5, 2013 $ 15,000 8% February 5, 2016 None $ 2,778
February 22, 2013 $ 30,000 8% February 22, 2016 None $ 5,444
-------- -------
Total $200,750 $36,765
======== =======
NOTE 6 - CAPITAL STOCK
The Company has 20,000,000 preferred shares authorized at a par value of $0.001
per share.
The Company has 3,500,000,000 common shares authorized at a par value of $0.001
per share.
On June 18, 2013, the Company issued 270,000 to extend the maturity date of a
note payable to June 18, 2014. The value of these shares has been included in
prepaid expenses and will amortize to interest expense over the term of the
extension period (1 year).
On August 22, 2013, the Company issued 396,000 to extend the maturity date of a
note payable to August 22, 2014. The value of these shares has been included in
prepaid expenses and will amortize to interest expense over the term of the
extension period (1 year).
On September 27, 2013, the Company issued 1,000,000 shares to Pyramid Lake LLC
in consideration for the April 15, 2012 option payment on the Esmeralda
Property.
On September 28, 2013, the Company issued 25,000 common shares to a consultant
for services. The shares were valued at a fair market value of $0.03/share on
the date of issuance for a total value of $750.
11
FIRST AMERICAN SILVER CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2015
NOTE 6 - CAPITAL STOCK (CONTINUED)
On October 16, 2013, the Company issued 403,000 common shares to retire $12,109
of accounts payable owing to a former consultant.
On November 1, 2013, the Company issued 180,000 to extend the maturity date of a
note payable to November 1, 2014. The value of these shares has been included in
prepaid expenses and will amortize to interest expense over the term of the
extension period (1 year).
On November 30, 2013, the Company issued 68,667 common shares to retire $2,060
of accounts payable owing to a former consultant.
On November 30, 2013, the Company issued 405,400 shares to its president to
retire $12,162 of accounts payable owing.
On April 11, 2014, the Company issued 486,000 shares to extend a certain loan
for one year. The value of these shares has been included in prepaid expenses
and will amortize to interest expense over the term of the extension period (1
year).
On April 30, 2014, the Company issued 1,000,000 shares valued at $19,910 based
on the stock closing price on the date of the grant to its president. The
issuance paid $12,500 of accounts payable owing, and consulting fees of $7,410.
On August 14, 2014, the Company issued 148,500 shares to extend a certain loan
for one year. The value of these shares has been included in prepaid expenses
and will amortize to interest expense over the term of the extension period (1
year).
On August 14, 2014, the Company issued 888,000 shares valued at $17,760 based on
the stock closing price on the date of the grant to its president. The issuance
paid $8,883 of accounts payable owing, and consulting fees of $8,877.
On October 17, 2014, the Company issued 1,080,000 shares to extend a certain
loan for one year. The value of these shares has been included in prepaid
expenses and will amortize to interest expense over the term of the extension
period (1 year).
On November 30, 2014, the Company issued 270,000 shares to extend a certain loan
for one year. The value of these shares has been included in prepaid expenses
and will amortize to interest expense over the term of the extension period (1
year).
On February 5, 2015, the Company issued 162,000 shares to extend a certain loan
for one year. The value of these shares has been included in prepaid expenses
and will amortize to interest expense over the term of the extension period (1
year).
On February 22, 2015, the Company issued 324,000 shares to extend a certain loan
for one year. The value of these shares has been included in prepaid expenses
and will amortize to interest expense over the term of the extension period (1
year).
12
FIRST AMERICAN SILVER CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MAY 31, 2015
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared assuming that First
American Silver, Inc. will continue as a going concern. The Company has a
working capital deficit, has not yet received revenue from sales of products or
services, and has incurred losses from operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Without realization of additional debt or capital, it would be unlikely for the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.
The Company's activities to date have been supported by debt and equity
financing. It has sustained losses in all previous reporting periods with an
inception to date loss of approximately $1,633,000 as of May 31, 2015.
Management continues to seek funding from its shareholders and other qualified
investors.
NOTE 8 - SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to May 31, 2015 through the
date these financial statements were issued, and has determined that it does not
have any material subsequent events to disclose.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We are an exploration stage company engaged in the acquisition, exploration and
development of mineral properties.
The address of our principal executive office is located at 1 Nachal Maor, Suite
2, Ramat Bet Shemesh, Israel 99623. Our telephone number is +972 52 798 0831.
Our common stock is quoted on the OTC Bulletin Board under the symbol "FASV".
CORPORATE HISTORY
We were incorporated in the State of Nevada on April 29, 2008, under the name
"Mayetok, Inc.". As Mayetok, Inc. we were engaged in the development of a
website to market vacation properties in the Ukraine.
On June 8, 2010, we initiated a one (1) old for 35 new forward stock split of
our issued and outstanding common stock. As a result, our authorized capital
increased from 100,000,000 to 3,500,000,000 shares of common stock and the
issued and outstanding increased from 2,200,000 shares of common stock to
77,000,000 shares of common stock, all with a par value of $0.001.
Also on June 8, 2010, we changed our name from "Mayetok, Inc." to "First
American Silver Corp.", by way of a merger with our wholly owned subsidiary
First American Silver Corp., which was formed solely for the change of name. We
changed the name of our company to reflect the new direction of our company in
the business of acquiring, exploring and developing mineral properties. As of
June 2010, we had abandoned our former business plan of seeking to market
vacation properties.
Our name change and forward stock split became effective with the
Over-the-Counter Bulletin Board at the opening of trading on June 16, 2010, on
which date we adopted the new stock symbol "FASV".
OUR CURRENT BUSINESS
On November 26, 2010 we entered into three option agreements with All American
Resources LLC for the acquisition of certain mineral property interests located
in Elko County and White Pine County, Nevada. The interests that we have
acquired are as follows:
* An option to acquire a 100% interest in a mineral exploration property
called the "Eagan Canyon" property in White Pine County, Nevada;
* An option to acquire a 100% interest in a mineral exploration property
called the "Muncy Creek" property in White Pine County, Nevada; and
* An option to acquire a 100% interest in a mineral exploration property
called the "Mountain City" property in Elko County, Nevada.
Pursuant to the above described option agreements, we may, at our option,
purchase any of the applicable properties by providing to All American Resources
LLC the following compensation in respect of each applicable property over the
nine year option term:
* making annual periodic payments in the aggregate amount of $180,000
ranging from $10,000 to $50,000;
* issuing to All American Resources 300,000 common shares in our capital
stock in the aggregate, with 100,000 shares issuable before the 1st
anniversary of the option agreement and 25,000 shares issuable each
year thereafter until the ninth anniversary of the option agreement;
and
* on or before the tenth anniversary of the option agreement either (i)
paying to All American Resources $1,000,000, in which case All
14
American Resources shall retain a two percent (2%) mineral production royalty;
or (ii) paying to All American Resources $2,000,000, in which case All American
Resources shall retain a one percent (1%) mineral production royalty.
To date, we have issued 375,000 shares of our common stock and paid $30,000 in
the aggregate to All American Resources LLC pursuant to the three mineral
property option agreement.
The Company did not meet its October 29, 2013 obligations on these properties
and, as such, have returned the properties.
On September 22, 2011, we entered into a License and Assignment Agreement dated
and effective as of September 16, 2011 with our then president and director,
Thomas J. Menning. Mr. Menning is the successor in interest of the rights of
Universal Gas, Inc. and Universal Exploration, Ltd. (together "Universal")
pursuant to an agreement among Universal, Bullion Monarch Company, Polar
Resources Co., Camsell River Investments, Ltd., Lameert Management Ltd., and
Etel Holdings Ltd. dated May 10, 1979 (the "1979 Agreement"). Pursuant to the
License Agreement, we acquired the rights and obligations of Universal
established by the 1979 Agreement and pertaining to 256-square-miles of the
Carlin Gold Trend in Elko County, Nevada.
Under the terms of the 1979 Agreement and the License Agreement, we are deemed
the successor of a specific Right to Participate on a 50 percent basis with
ongoing and future projects operated, controlled and/or conveyed by Newmont
Mining and Barrick Gold Corporation within the area of interest.
Under the terms of the License Agreement, we are required to finance the cost of
pursuing the rights established in the 1979 Agreement. The distribution of any
proceeds will be as follows: After First American has been reimbursed for any
and all out-of-pocket expenses, it will share proceeds on an 80/20 percent basis
with Mr. Menning. The term of the licensing agreement will be for 10 years with
an option to renew for an additional 10 years.
Under the terms of the agreement, a notification of assignment to the operator
is required. Both Newmont Mining and Barrick Gold Corp. have been notified.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2015 AND 2014
We have not earned any revenues from inception through the period ending May 31,
2015.
Three Months Three Months
Ended Ended
May 31, 2015 May 31, 2014
------------ ------------
Revenues $ Nil $ Nil
Operating Expenses $ 31,425 $ 20,919
Operating Loss $ 31,425 $ 20,919
Other Income (Expense) $(13,856) $(16,349)
Net Income (Loss) $(45,281) $(37,268)
We earned net loss in the amount of $45,281 for the three months ended May 31,
2015 compared to a net loss of $37,268 for the three months ended May 31, 2014
which represents an increase of $8,013. Included in other expense is interest
expense. Our operating expenses incurred for the three months ended May 31, 2015
included $- for general and administrative expenses, $25,500 for consulting
fees, $- in professional fees and $5,925 of transfer agent and filing fees.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MAY 31, 2015 AND 2014
We have not earned any revenues from inception through the period ending May 31,
2015.
15
Six Months Six Months
Ended Ended
May 31, 2015 May 31, 2014
------------ ------------
Revenues $ Nil $ Nil
Operating Expenses $ 56,150 $ 33,784
Operating Loss $ 56,150 $ 33,784
Other Income (Expense) $(27,603) $(28,982)
Net Income (Loss) $(83,753) $(62,766)
We earned net loss in the amount of $83,753 for the six months ended May 31,
2015 compared to a net loss of $62,766 for the six months ended May 31, 2014
which represents an increase of $20,987. Included in other expense is interest
expense. Our operating expenses incurred for the six months ended May 31, 2015
included $- for general and administrative expenses, $47,758 for consulting
fees, $1,750 in professional fees and $6,642 of transfer agent and filing fees.
LIQUIDITY AND FINANCIAL CONDITION
WORKING CAPITAL
Percentage
At At Increase/
May 31, 2015 November 30, 2014 Decrease
------------ ----------------- --------
Current Assets $ 12,253 $ 22,128 (45)%
Current Liabilities $ 400,887 $ 336,729 19 %
Working Capital (Deficiency) $ (388,634) $ (314,601) (23)%
CASH FLOWS
Six Months Six Months
Ended Ended
May 31, 2015 May 31, 2014
------------ ------------
Net cash from (used in) operations $(23,687) $(14,908)
Net cash (used in) investing activities $ - $ -
Net cash provided by financing activities $ 23,687 $ 14,870
Increase (Decrease) In Cash During The Period $ - $ (38)
We had cash in the amount of $0 as of May 31, 2015 as compared to $0 as of
November 30, 2014. We had working capital deficiency of $388,043 as of May 31,
2015 compared to a working capital deficiency of $314,010 as of November 30,
2014.
Our cash used in operating activities was $23,687 for the six months ended May
31, 2015 compared to $14,908 for the same period in 2014.
Our cash from investing activities was $0 for the six months ended May 31, 2015
and 2014.
Our cash provided by financing activities was $23,687 for the six months ended
May 31, 2015 compared to $14,870 for the same period in 2014.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue our business plan over the next twelve months. If we do not
generate revenue sufficient to sustain operations, we may not be able to
continue as a going concern. We have suffered recurring losses from operations.
The continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed, but
there can be no assurance that we will be able to raise any further financing.
16
GOING CONCERN
We have suffered recurring losses from operations and are dependent on our
ability to raise capital from stockholders or other sources to meet our
obligations and repay our liabilities arising from normal business operations
when they become due. In their report on our audited financial statements for
the year ended November 30, 2014, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosure
describing the circumstances that lead to this disclosure by our independent
auditors.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with the accounting principles generally accepted in the United
States of America. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.
BASIS OF PRESENTATION
Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America and are presented
in US dollars.
ACCOUNTING BASIS
We use the accrual basis of accounting and accounting principles generally
accepted in the United States of America ("GAAP" accounting). We adopted a
November 30 fiscal year end.
RISKS AND UNCERTAINTIES
The Company's operations are subject to significant risk and uncertainties
including financial, operational, technological, and regulatory risks including
the potential risk of business failure.
CASH AND CASH EQUIVALENTS
We consider all highly liquid investments with maturities of three months or
less to be cash equivalents. At May 31, 2015 and November 30, 2014,
respectively, we had $[0] and $[0] of unrestricted cash to be used for future
business operations. Our bank accounts are deposited in insured institutions.
The funds are insured up to $250,000. At times, our bank deposits may exceed the
insured amount. Management believes it has little risk related to the excess
deposits.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Our financial instruments consist of cash, prepaid expenses, accounts payable,
accrued professional fees, and amount due to a related party. The carrying
amount of these financial instruments approximates fair value due to either
17
length of maturity or interest rates that approximate prevailing market rates
unless otherwise disclosed in these financial statements.
CONCENTRATIONS OF CREDIT RISK
Our company maintains its cash in bank deposit accounts, the balances of which
at times may exceed federally insured limits. Our company continually monitors
its banking relationships and consequently has not experienced any losses in
such accounts. Our company believes it is not exposed to any significant credit
risk on cash and cash equivalents.
STOCK-BASED COMPENSATION
We account for employee stock-based compensation in accordance with the guidance
of ASC Topic 718, COMPENSATION - STOCK COMPENSATION, which requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values. There
has been no stock-based compensation issued to employees, although our chief
executive officer is entitled to receive 600,000 shares of common stock on
annual basis.
We follow ASC Topic 505-50, formerly EITF 96-18, "ACCOUNTING FOR EQUITY
INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN
CONJUNCTION WITH SELLING GOODS AND SERVICES," for stock options and warrants
issued to consultants and other non-employees. In accordance with ASC Topic
505-50, these stock options and warrants issued as compensation for services
provided to the Company are accounted for based upon the fair value of the
services provided or the estimated fair market value of the option or warrant,
whichever can be more clearly determined. The fair value of the equity
instrument is charged directly to compensation expense and additional paid-in
capital over the period during which services are rendered.
INCOME TAXES
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized. It is our
company's policy to classify interest and penalties on income taxes as interest
expense or penalties expense. As of May 31, 2015, there have been no interest or
penalties incurred on income taxes.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
REVENUE RECOGNITION
We have yet to realize revenues from operations. Once our company has commenced
operations, it will recognize revenues when delivery of goods or completion of
services has occurred provided there is persuasive evidence of an agreement,
acceptance has been approved by its customers, the fee is fixed or determinable
based on the completion of stated terms and conditions, and collection of any
related receivable is probable.
BASIC INCOME (LOSS) PER SHARE
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity.
18
On June 8, 2010, we affected a 35:1 forward stock split of its common shares.
All share and per share data have been adjusted to reflect such stock split.
DIVIDENDS
We have not adopted any policy regarding payment of dividends. No dividends have
been paid during the periods shown.
MINERAL PROPERTIES
Costs of exploration, carrying and retaining unproven mineral lease properties
are expensed as incurred. Mineral property acquisition costs are capitalized
including licenses and lease payments. Although we have taken steps to verify
title to mineral properties in which it has an interest, these procedures do not
guarantee our company's title. Such properties may be subject to prior
agreements or transfers and title may be affected by undetected defects.
Mineral properties are analyzed for impairment on an annual basis, or more often
if warranted by circumstances. Impairment losses are recorded on mineral
properties used in operations when indicators of impairment are present.
RECENT ACCOUNTING PRONOUNCEMENTS
Our company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on our results of operations,
financial position or cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the information
required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
the information disclosed in the reports we file with the Securities and
Exchange Commission under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our president (our principal executive officer and our principal
financial and accounting officer), as appropriate, to allow timely decisions
regarding required disclosure.
Management, including our president (our principal executive officer and our
principal financial and accounting officer), evaluated the effectiveness of our
disclosure controls and procedures, as of May 31, 2015, in accordance with Rules
13a-15(b) and 15d-15(b) of the Securities and Exchange Act of 1934, as amended
are effective to ensure the information required to be disclosed by us in the
reports that we file or submit under the Securities and Exchange Act of 1934, as
amended is recorded, processed, summarized and reported within the time period
specified in SEC rules and forms.
Our management, including our president (our principal executive officer and our
principal financial and accounting officer), do not expect that our disclosure
controls, and procedures or internal controls will prevent all possible error
and fraud. Our disclosure controls and procedures are, however, designed to
provide reasonable assurance of achieving their objectives, and our president
(our principal executive officer and our principal financial and accounting
officer) have concluded that our financial controls and procedures are effective
at that reasonable assurance level.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are
safeguarded against loss from unauthorized use or disposition, and that
19
transactions are executed in accordance with management's authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of May 31, 2015. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in INTERNAL CONTROL-INTEGRATED
FRAMEWORK. Our management has concluded that, as of February 28, 2015, our
internal control over financial reporting was effective in providing reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with US generally
accepted accounting principles. Our management reviewed the results of their
assessment with our Board of Directors.
This annual report does not include an attestation report of our company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit our company to provide only management's
report in this annual report.
INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS
Internal control over financial reporting has inherent limitations which include
but is not limited to the use of independent professionals for advice and
guidance, interpretation of existing and/or changing rules and principles,
segregation of management duties, scale of organization, and personnel factors.
Internal control over financial reporting is a process, which involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting
that occurred during the quarterly period covered by this report that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
20
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(b) Exhibits
Exhibit
Number Description
------ -----------
(3) (I) ARTICLES OF INCORPORATION; (II) BY-LAWS
3.1 Articles of Incorporation (incorporated by reference to our
Registration Statement filed on Form S-1 on February 25, 2009).
3.2 By-laws (incorporated by reference to our Registration Statement filed
on Form S-1 on February 25, 2009)
3.3 Certificate of Amendment (incorporated by reference to our Registration
Statement filed on Form S-1 on February 25, 2009).
3.4 Articles of Merger (incorporated by reference to our Current Report
filed on Form 8-K on July 15, 2010).
3.5 Certificate of Change (incorporated by reference to our Current Report
filed on Form 8-K on July 15, 2010).
(10) MATERIAL CONTRACTS
10.1 Property Option Agreement between our company and All American
Resources LLC with respect to the Mountain City claim dated November
26, 2010 (incorporated by reference to our Current Report filed on Form
8-K on December 21, 2010).
10.2 Property Option Agreement between our company and All American
Resources LLC with respect to the Eagan Canyon claim dated November 26,
2010 (incorporated by reference to our Current Report filed on Form 8-K
on December 21, 2010).
10.3 Property Option Agreement between our company and All American
Resources LLC with respect to the Muncy Creek claim dated November 26,
2010 (incorporated by reference to our Current Report filed on Form 8-K
on December 21, 2010).
10.4 Mining Lease and Option to Purchase Agreement between our company,
Pyramid Lake LLC and Anthony A. Longo dated April 15, 2011
(incorporated by reference to our Current Report filed on Form 8-K on
May 17, 2011).
10.5 Assignment and License Agreement between Thomas J. Menning and our
company dated September 16, 2011(incorporated by reference to our
Current Report filed on Form 8-K on October 14, 2011).
10.6 Employment Agreement with Mark Radom, CEO, dated December 3, 2014
(incorporated by reference to our Current Report filed on Form 8-K on
December 5, 2014.
21
Exhibit
Number Description
------ -----------
(31) RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS
31.1* Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer.
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
of the Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer.
101 INTERACTIVE DATA FILE
101** Interactive Data File (Form 10-K for the year ended November 30, 2011
furnished in XBRL).
101.PRE XBRL Instance Document
101.INS XBRL Taxonomy Extension Schema Document
101.SCH XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL XBRL Taxonomy Extension Definition Linkbase Document
101.DEF XBRL Taxonomy Extension Label Linkbase Document
101.LAB XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
22
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST AMERICAN SILVER CORP.
(Registrant)
Dated: July 15, 2015 /s/ Mark Radom
--------------------------------------
Mark Radom
President, Chief Executive Officer,
Secretary, Treasurer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
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.
Dated: July 15, 2015 /s/ Mark Radom
--------------------------------------
Mark Radom
President, Chief Executive Officer,
Secretary, Treasurer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
23