UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
FORM 10-K
____________________________
{checked-box} ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2008
Commission File # 333-148925
BURROW MINING, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
1006212019
(IRS Employer Identification Number)
7892 CUMBERLAND STREET, BURNABY, B.C. V3N 3Y7
(Address of principal executive offices)
604-527-0098
(Registrant's telephone number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, Par Value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [{radical}] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act: [ ] Yes [ X ] No
Indicate by check mark whether the registrant(1) has filed all reports required
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 day. [ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K 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 check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
Smaller reporting
company [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
[ X ] Yes [ ] No
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 sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed fiscal year end.
$390,000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date. 7,900,000 SHARES OF COMMON
STOCK ISSUED AND OUTSTANDING AS OF JANUARY 29, 2009.
Documents incorporated by reference: NONE.
TABLE OF CONTENTS
Item Page
Item 1. Business 4
Item 1A. Risk Factors 4
Item 1B. Unresolved Staff Comments 4
Item 2. Properties 4
Item 3. Legal Proceedings 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Securities 5
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 8
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 19
Item 9A(t). Controls and Procedures 19
Item 9B. Other Information 20
Item 10. Directors, Executive Officers and Corporate Governance 20
Item 11. Executive Compensation 21
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 22
Item 13. Certain Relationships and Related Transactions and Director
Independence 23
Item 14. Principal Accountant Fees and Services 24
Item 15. Exhibits and Financial Statement Schedules 24
SIGNATURES 25
PART I
ITEM 1. BUSINESS
DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
We commenced operations as an exploration stage company. During the fiscal year
ended October 31,2008 , we held an interest in one mineral claim known as the
Stikine Asianada property is located in the Liard Mining Division of
northwestern British Columbia and is approximately 45 kilometres southwest of
Telegraph Creek, 75 kilometres west of the Tatogga Lake and directly west and
southwest of Yehiniko Lake. However, we were unable to keep the mineral claim
in good standing due to lack of funding and our interest in it expired on
September 18, 2008.
We are reviewing potential acquisitions in the resource and non-resource
sectors. However, there are no guarantees that we will be able to reach any
agreement to acquire such assets.
EMPLOYEES
We have no employees as of the date of this annual report other than our two
directors.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
DEPENDENCE ON MAJOR CUSTOMERS
We have no customers.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We do not own or lease any property.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against us.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCK MATTERS AND ISSUER
PURCHASES OF SECURITIES
MARKET INFORMATION
Our shares of common stock are quoted for trading on the OTC Bulletin Board
under the symbol BURW. However, no trades of our shares of common stock have
occurred through the facilities of the OTC Bulletin Board to the date of this
annual report.
HOLDERS
As of January 29, 2009, there are 30 holders of our common stock.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course
of business; or
2. our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We have no compensation plans under which our equity securities are authorized
for issuance.
PERFORMANCE GRAPH
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
RECENT SALES OF UNREGISTERED SECURITIES
None.
ISSUER REPURCHASES OF EQUITY SECURITIES
None.
ITEM 6. SELECTED FINANCIAL DATA.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This report contains "forward-looking statements" relating to us which represent
our current expectations or beliefs, including statements concerning our
operations, performance, financial condition and growth. For this purpose, any
statement contained in this report that are not statements of historical fact
are forward-looking statements. Without limiting the generality of the
foregoing, words such as "may", "anticipation", "intend", "could", "estimate",
or "continue" or the negative or other comparable terminology are intended to
identify forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, such as credit losses, dependence on
management and key personnel and variability of quarterly results, our ability
to continue our growth strategy and competition, certain of which are beyond our
control. Should one or more of these risks or uncertainties materialize or
should the underlying assumptions prove incorrect, actual outcomes and results
could differ materially from those indicated in the forward-looking statements.
The following discussion and analysis should be read in conjunction with the
information set forth in our audited financial statements for the period ended
October 31, 2008.
PLAN OF OPERATION
Our plan of operation for the twelve months following the date of this annual
report is to continue to review other potential acquisitions in the resource and
non-resource sectors. Currently, we are in the process of completing due
diligence reviews of several business opportunities. We expect that these
reviews could cost us a total of $20,000 in the next 12 months.
As well, we anticipate spending an additional $20,000 on administrative fees,
including fees we will incur in complying with reporting obligations. Total
expenditures over the next 12 months are therefore expected to be $40,000.
We do not currently have enough funds on hand to cover our anticipated expenses
for the next 12 months. We anticipate that additional funding will be required
in the form of equity financing from the sale of our common stock or from
director loans. However, we do not have any arrangements in place for any
future equity financing.
RESULTS OF OPERATIONS
We did not earn any revenues for the year ended October 31, 2008. We incurred
operating expenses in the amount of $25,228 for the year ended October 31, 2008,
compared to $,11,976 for the year ended October 31, 2007, consisting of bank
charges and interest of $152, office expenses of $1,073, professional fees of
$11,403 and transfer and filing fees of $12,600. At October 31, 2008, we had
assets of $7,796 ($13,024 - October 31, 2007) consisting of cash and we had
total liabilities recorded at $20,000 ($Nil - October 31, 2007). These
consisted of loans from a related party.
We have not attained profitable operations and are depending on obtaining
financing to continue to search for a new acquisition. For these reasons our
auditors believe that there is substantial doubt that we will be able to
continue as a going concern.
We have had no operating revenues since our inception on December 11, 2006
through October 31, 2008, and have incurred operating expenses in the amount of
$115,364 for the same period. Our activities have been financed from the
proceeds of share subscriptions and director loans.
For the period from inception on December 11, 2006 through October 31, 2008,
bank charges and interest of $222, office expenses of $1,584, professional fees
of $15,198, transfer and filing fees of $12,700 and mineral property
expenditures were $7,500.
During the year ended October 31, 2008, we incurred a net loss of $(25,228),
which resulted in an accumulated deficit of $(37,204).
Our financial statements are prepared in accordance with U.S. generally accepted
accounting principles. We have expensed all development costs related to our
establishment.
LIQUIDITY AND CAPITAL RESOURCES
We had cash of $7,796 as of October 31, 2008, compared to a cash position of
$13,024 at October 31, 2007. Since inception through to and including October
31, 2008, we have raised $25,000 through private placements of our common shares
and we have received contributed capital by related parties of $20,000.
We expect to run at a loss for at least the next twelve months. We have no
agreements for additional financing and cannot provide any assurance that
additional funding will be available to finance our operations on acceptable
terms in order to enable us to complete our plan of operations. There are no
assurances that we will be able to achieve further sales of our common stock or
any other form of additional financing. If we are unable to achieve the
financing necessary to continue our plan of operations, then we will not be able
to continue our exploration of our mineral claims and our venture will fail.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements including arrangements that would
affect our liquidity, capital resources, market risk support and credit risk
support or other benefits.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act
and are not required to provide the information required under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
BURROW MINING INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
OCTOBER 31, 2008
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Burrow Mining, Inc.
I have audited the accompanying balance sheets of Burrow Mining, Inc. (An
Exploration Stage Company) as of October 31, 2008 and 2007, and the related
statement of operations, stockholders' equity and cash flows for the period from
December 11, 2006 (inception), to October 31, 2008. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures 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 statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Burrow Mining, Inc., (An
Exploration Stage Company) as of October 31, 2008 and 2007, and the results of
its operations and cash flows from December 11, 2006 (inception), to October 31,
2008 in conformity with generally accepted accounting principles in the United
States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 1 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/S/ George Stewart
George Stewart, CPA
Seattle, Washington
January 28, 2009
BURROW MINING INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
ASSETS
OCTOBER 31, OCTOBER 31,
2008 2007
CURRENT ASSETS
Cash $7,796 $13,024
TOTAL ASSETS $7,796 $13,024
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and
accrued liabilities $- $-
Loans from related party 20,000 -
TOTAL CURRENT LIABILITIEs 20,000 -
STOCKHOLDERS' EQUITY
Capital stock
Authorized:
75,000,000 common shares
with a par value of $0.001
Issued and outstanding:
7,900,000 common shares 7,900 7,900
Additional paid-in-capital 98,100 98,100
Share subscription receivable (81,000) (81,000)
Deficit accumulated during the
exploration stage (37,204) (11,976)
TOTAL STOCKHOLDERS' EQUITY (12,204) 13,024
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $7,796 $13,024
NATURE AND CONTINUANCE OF OPERATIONS (Note 1)
BURROW MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
DECEMBER 11, 2006
YEAR ENDED YEAR ENDED (INCEPTION) TO
OCTOBER 31, OCTOBER OCTOBER 31,
2007 2008 2008
Bank charges and interest $70 $152 $222
Office expenses 511 1,073 1,584
Mineral property - - 7,500
Professional fees 3,795 11,403 15,198
Transfer and filing fees 100 12,600 12,700
Net loss $(11,976) $(25,228) $(37,204)
LOSS PER SHARE - BASIC
AND DILUTED $(0.00) $(0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES
OUTSTANDING 7,316,667 7,900,000
SEE ACCOMPANYING NOTES
BURROW MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
DEFICIT
ACCUMULATED
NUMBER OF ADDITIONAL DURING
COMMON PAR PAID-IN- EXPLORATION
SHARES VALUE CAPITAL STAGE TOTAL
December 18, 2006
Subscribed for cash
at $0.001 $4,000,000 $4,000 $- $- $4,000
January 26, 2007
Subscribed for cash
at $0.001 2,000,000 2,000 - 2,000
February 27, 2007
Subscribed for cash
at $0.01 700,000 700 6,300 7,000
March 22, 2007
Subscribed for cash
at $0.01 300,000 300 2,700 3,000
March 30, 2007
Subscribed for cash
at $0.1 900,000 900 89,100 90,000
Net loss (11,976) (11,976)
Share subscriptions
receivable (81,000)
Balance, October 31,
2007 $7,900,000 $7,900 $98,100 $(11,976) $13,024
Net loss (25,228) (25,228)
Balance, October 31,
2008 7,900,000 $7,900 $98,100 $(37,204) $12,204
SEE ACCOMPANYING NOTES
BURROW MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
CUMULATIVE FROM
DECEMBER 11, 2006
YEAR ENDED YEAR ENDED (INCEPTION) TO
OCTOBER 31, OCTOBER OCTOBER 31,
2007 2008 2008
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $(11,976) $(25,228) $(37,204)
Adjustments to reconcile
net loss to net cash
Accounts payable and
accrued liabilities - - -
Net cash used in
operations (11,976) (25,228) (37,204)
CASH FLOWS FROM
FINANCING ACTIVITIES
Loans from related
party 25,000 20,000 20,000
Shares subscribed for
cash - - 25,000
Net cash provided by
financing
activities 25,000 20,000 45,000
Net increase (decrease)
in cash 13,024 (5,228) 7,796
Cash beginning - 13,024 -
Cash ending $13,024 $7,796 $7,796
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $- $- $-
Taxes $- $- $-
SEE ACCOMPANYING NOTES
BURROW MINING INC.
(An Exploration Stage Company)
Notes To The Financial Statements
October 31, 2008
1. NATURE AND CONTINUANCE OF OPERATIONS
Burrow Mining Inc. the Company") was incorporated under the laws of
State of Nevada, U.S. on December 11, 2006, with an authorized capital of
75,000,000 common shares with a par value of $0.001. The Company's year
end is the end of October. The Company is in the exploration stage of its
resource business. During the year ended October 31, 2007, the Company
commenced operations by issuing shares and acquiring a mineral property located
in British Columbia. The Company has not yet determined whether this
property contains reserves that are economically recoverable. The
recoverability of costs incurred for acquisition and exploration of the
property will be dependent upon the discovery of economically recoverable
reserves, confirmation of the Company's interest in the underlying property,
the ability of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to complete the
development of the property and upon future profitable production or proceeds
for the sale thereof. These financial statements have been prepared on a going
concern basis which assumes the Company will be able to realize its assets
and discharge its liabilities in the normal course of business for the
foreseeable future. The Company has incurred losses since inception
resulting in an accumulated deficit of $37,204 as at October 31, 2008 and
further losses are anticipated in the development of its business raising
substantial doubt about the Company's ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from
normal business operations when they come due. Management intends to finance
operating costs over the next twelve months with existing cash on hand and
loans from directors and or private placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
Exploration Stage Company
The Company complies with the Financial Accounting Standards Board Statement
No. 7, its characterization of the Company as an exploration stage enterprise.
Mineral Interests
Mineral property acquisition, exploration and development costs are expensed
as incurred until such time as economic reserves are quantified. To date the
Company has not established any proven or probable reserves on its
mineral properties. The Company has adopted the provisions of SFAS No. 143
"Accounting for Asset Retirement Obligations" which establishes standards for
the initial measurement and subsequent accounting for obligations associated
with the sale, abandonment, or other disposal of long-lived tangible assets
arising from the acquisition, construction or development and for normal
operations of such assets. As at October 31, 2008, any potential costs relating
to the retirement of the Company's mineral property interest has not yet been
determined.
Use of Estimates and Assumptions
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 of the financial
statements and the reported amounts of revenues and expenses during the
period. Actual results could differ from those estimates.
BURROW MINING INC.
(An Exploration Stage Company)
Notes To The Financial Statements
October 31, 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Foreign Currency Translation
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are
translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Non monetary assets and
liabilities are translated at the exchange rates prevailing on the
transaction date. Revenue and expenses are translated at average rates of
exchange during the year. Gains or losses resulting from foreign currency
transactions are included in results of operations.
Fair Value of Financial Instruments
The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion the Company
is not exposed to significant interest, currency or credit risks arising from
these financial instruments.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be
reasonably estimated. Generally, the timing of these accruals coincides with
the earlier of completion of a feasibility study or the Company's commitments
to plan of action based on the then known facts.
Income Taxes
The Company follows the liability method of accounting for income taxes.
Under this method, deferred income tax assets and liabilities are recognized
for the estimated tax consequences attributable to differences between the
financial statement carrying values and their respective income tax basis
(temporary differences). The effect on deferred income tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. At October 31, 2008, a full deferred tax asset
valuation allowance has been provided and no deferred tax asset has been
recorded.
Basic and Diluted Loss Per Share
The Company computes loss per share in accordance with SFAS No. 128,
"Earnings per Share" which requires presentation of both
basic and diluted earnings per share on the face of the statement of
operations. Basic loss per share is computed by dividing net loss available to
common shareholders by the weighted average number of outstanding common shares
during the period. Diluted loss per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per
share excludes all potential common shares if their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic loss
and diluted loss per share are equal.
BURROW MINING INC.
(An Exploration Stage Company)
Notes To The Financial Statements
October 31, 2008
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based Compensation
In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January
2005, the Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") No. 107, "Share-Based Payment", which provides supplemental
implementation guidance for SFAS No. 123R. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on the grant date fair value
of the award. SFAS No. 123R was to be effective for interim or annual
reporting periods beginning on or after June 15, 2005, but in April 2005 the
SEC issued a rule that will permit most registrants to implement SFAS No. 123R
at the beginning of their next fiscal year, instead of the next reporting
period as required by SFAS No. 123R. The pro-forma disclosures previously
permitted under SFAS No. 123 no longer will be an alternative to financial
statement recognition. Under SFAS No. 123R, the Company must determine the
appropriate fair value model to be used for valuing share-based
payments, the amortization method for compensation cost and the transition
method to be used at date of adoption. The transition methods include
prospective and retroactive adoption options. Under the retroactive options,
prior periods may be restated either as of the beginning of the year of
adoption or for all periods presented. The prospective method requires that
compensation expense be recorded for all unvested stock options and
restricted stock at the beginning of the first quarter of adoption of SFAS
No. 123R, while the retroactive methods would record compensation expense
for all unvested stock options and restricted stock beginning with the first
period restated. The Company adopted the modified prospective approach of
SFAS No. 123R for the year ended October 31, 2007. The Company did not record
any compensation expense for the year ended October 31, 2008 because there
were no stock options outstanding prior to the adoption or at October 31,
2008.
Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement
for any hybrid financial instrument with an embedded derivative that
otherwise would require bifurcation, provided that the whole instrument is
accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140,
"Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a
qualifying special-purpose entity to hold a derivative financial instrument
that pertains to a beneficial interest other than another derivative
financial instrument. SFAS No. 155 applies to all financial instruments
acquired or issued after the beginning of an entity's first fiscal year
that begins after September 15, 2006, with earlier application allowed. This
standard is not expected to have a significant effect on the Company's future
reported financial position or results of operations. In March 2006, the FASB
issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an
amendment of FASB Statement No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits
for subsequent measurement using either fair value measurement with changes
in fair value reflected in earnings or the amortization and impairment
requirements of Statement No. 140. The subsequent measurement of separately
recognized servicing assets and servicing liabilities at fair value eliminates
the necessity for entities that manage the risks inherent in servicing assets
and servicing liabilities with derivatives to qualify for hedge accounting
treatment and eliminates the characterization of declines in fair value as
impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. This
adoption of this statement is not expected to have a significant effect
on the Company's future reported financial position or results of operations.
BURROW MINING INC.
(An Exploration Stage Company)
Notes To The Financial Statements
October 31, 2008
3. MINERAL INTERESTS
On May 27, 2007, the Company entered into a mineral property purchase
agreement to acquire a 100% interest in one mineral claim located at British
Columbia for total consideration of $7,500. The mineral interest is held in
trust for the Company by the vendor of the property. Upon request from the
Company the title will be recorded in the name of the Company with the
appropriate mining recorder.
4. COMMON STOCK
The total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per
share and no other class of shares is authorized. During the year ended October
31, 2007, the Company issued 7,900,000 shares of common stock for total cash
proceeds of $106,000. The Company has received $25,000, and thereof there are
share subscription receivable of $81,000 as at October 31, 2007. At
October 31, 2008, there were no outstanding stock options or warrants.
5. INCOME TAXES
As of October 31, 2008, the Company had net operating loss carry forwards
of approximately $37,204 that may be available to reduce future years' taxable
income through 2027. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company
has recorded a valuation allowance for the deferred tax asset relating to these
tax loss carry-forwards.
6. RELATED PARTY TRANSACTIONS
Cathy M.T, Ho, President and Director of the Company and Heather M.T. Ho,
Secretary, Treasurer and Director of the Company may, in the future, become
involved in other business opportunities as they become available, thus
they may face a conflict in selecting between the Company and their other
business opportunities. The Company has not formulated a policy fo the
resolution of such conflicts. While the Company is seeking additional capital,
Heather M.T. Ho has advanced funds to the Company to pay for any costs incurred
by it. These funds are interest free. The balance due to Ms. Ho was $20,000
on October 31, 2008.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no changes in and disagreements with our accountants on
accounting and financial disclosure from the inception of our company through to
the date of this Report.
ITEM 9A(T). CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures
Based upon an evaluation of the effectiveness of our disclosure controls and
procedures performed by our management, with participation of our Chief
Executive Officer and our Chief Accounting Officer as of the end of the period
covered by this report, our Chief Executive Officer and our Chief Accounting
Officer concluded that our disclosure controls and procedures have been
effective in ensuring that material information relating to us, is made known to
the certifying officers by others within our company during the period covered
by this report.
As used herein, "disclosure controls and procedures" mean controls and other
procedures of our company that are designed to ensure that information required
to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act is accumulated and communicated
to our management, including our principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
(b) Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and
with the participation of our Chief Executive Officer and our Chief Accounting
Officer, we conducted an evaluation of the effectiveness of our control over
financial reporting based on the framework in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Based on our evaluation under the framework, management
has concluded that our internal control over financial reporting was effective
as of October 31, 2008.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
(c) Changes in Internal Control over Financial Reporting
There have not been any changes in our internal controls or in other factors
that occurred during our last fiscal year ended October 31, 2008 that have
materially affected or are reasonably likely to materially affect our internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our executive officers and directors and their respective ages as of the date of
this annual report are as follows:
DIRECTORS:
Name of Director Age
Cathy M.T. Ho 27
Heather M.T. Ho 27
EXECUTIVE OFFICERS:
Name of Officer Age Office
Cathy M.T. Ho 27 President, Chief Executive Officer
Heather M.T. Ho 27 Secretary and Treasurer
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our executive officer and directors for the past five years.
Ms. Cathy M.T. Ho has acted as our President and C.E.O. since our incorporation
on December 11, 2006. Since December 11, 2006, Ms. Cathy M.T. Ho has been a
fitness consultant and helps people achieve their fitness goals. Prior to her
Directorship with the Company, she was an assistant manager to an all womens gym
from September, 2003 to January, 2006. Her obligations were on a day to day
basis, assisting managers and dealing with mainly customer service issues. She
did some personal training at Fitcity For Women, but her main focus was
assisting the manager with managerial tasks. Presently she is an employee with
Fitness World and has been for over two years and creates specialized programs
for clients to help them achieve their own fitness success. She is now,
presently the assistant manager at Fitness world.
Ms. Cathy M.T. Ho intends to devote 30% of her business time to our affairs.
Ms. Heather M.T. Ho has acted as our Treasurer, Secretary, and as a director
since January 2, 2007. In 2001 to 2003 she worked as a receiving clerk with
David L. Jones, wherein she was responsible for data entry, data receiving,
accounts payable and receivables. Heather attended Capilano College in 2003,
where she completed the Legal Assistant Certificate program. Since completing
her certificate as a Legal Assistant in Corporate Law in 2003, she has been
providing legal assistance to various law firms carrying out daily tasks for
assigned lawyers and other duties such as organizing files/file opening and
closing, drafting legal documents and filing.
Ms. Heather M.T. Ho intends to devote 25% of her business time to our affairs.
SIGNIFICANT EMPLOYEES AND CONSULTANTS
We have no significant employees other than the officers and directors described
above.
CONFLICTS OF INTEREST
We do not have any written procedures in place to address conflicts of interest
that may arise between our business and the future business activities of Ms..
Ho or Ms. Ho.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have a financial expert serving on an audit committee as we do not
have an audit committee because our board of directors has determined that as a
start-up exploration company with no revenues it would be too expensive to have
one.
ROLE AND RESPONSIBILITIES OF THE BOARD
The Board of Directors oversees the conduct and supervises the management of our
business and affairs pursuant to the powers vested in it by and in accordance
with the requirements of the Revised Statutes of Nevada. The Board of Directors
holds regular meetings to consider particular issues or conduct specific reviews
whenever deemed appropriate.
Our Board of Directors considers good corporate governance to be important to
our effective operations. Our directors are elected at the annual meeting of the
stockholders and serve until their successors are elected or appointed.
Officers are appointed by the Board of Directors and serve at the discretion of
the Board of Directors or until their earlier resignation or removal.
As we have only one director and executive officer, there are no arrangements or
understandings pursuant to which a director or executive officer was selected to
be a director or executive officer.
CODE OF ETHICS
We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation
S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to
directors and senior officers, such as the principal executive officer,
principal financial officer, controller, and persons performing similar
functions. The Code of Ethics is attached to this report as an exhibit.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers for all services rendered in all capacities to us for the
period from our inception through the fiscal period ended October 31, 2007 and
for the fiscal year ended October 31, 2008.
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS STOCK OPTION NON-EQUITY CHANGE IN PENSION VALUE AND ALL TOTAL
($) ($) AWARDS AWARDS INCENTIVE PLAN NONQUALIFIED DEFERRED COMPENSATION OTHER ($)
($) ($) COMPEN-SATION ($) COMPEN-
($) SATION
($)
CATHY M.T. HO, President, 2006 0 0 0 0 0 0 0 0
CEO, and Director 2007 0 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0 0
HEATHER M.T. HO, SECRETARY, 2006 0 0 0 0 0 0 0 0
TREASURER and Director 2007 0 0 0 0 0 0 0 0
2008 0 0 0 0 0 0 0 0
(1)
Ms. Cathy M.T. Ho was appointed as President, CEO, and a Director on December
11, 2006.
(2)
Ms. Heather M.T. Ho was appointed as Secretary, Treasurer and a Director on
December 11, 2006.
OPTION/SAR GRANTS
We made no grants of stock options or stock appreciation rights to our directors
and officers during the period from our inception on December 11, 2006 through
the fiscal period ending October 31, 2008.
COMPENSATION OF DIRECTORS
Our directors do not receive salaries for serving as directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
There are no employment agreements between our company and either of Cathy M.T.
Ho or Heather M.T. Ho. We do not pay either Ms. Ho and Ms. Ho any amount for
acting as director of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the beneficial
ownership of our common stock, as of the date of this filing, by (i) each person
(including any group) who is known by us to beneficially own more than 5% of any
class of the voting securities of our company; (ii) each of our directors, and
(iii) officers and directors as a group.
Each common share entitles the holder thereof to one vote in respect of any
matters that may properly come before our stockholders. To the best of our
knowledge, there exist no arrangements that could cause a change in voting
control of our company. Unless otherwise indicated, the persons named below have
sole voting and investment power with respect to all shares beneficially owned
by them, subject to community property laws where applicable.
TITLE OF NAME AND ADDRESS OF OWNER RELATIONSHIP TO COMPANY NUMBER OF PERCENT
CLASS SHARES OWNED
(1)
Common Stock CATHY M.T. HO President, CEO and Directro 2,000,000 25.3%
7892 Cumberland St.
Burnaby, BC
Common Stock HEATHER M.T. HO Secretary, Treasurer and 2,000,000 25.3
778 Fort Street Director
Victoria, BC
V8W 1H2
Common Stock All directors and executive officers as a group (one 4,000,000 50.6%
individual)
(1) The percent ownership of class is based on 7,900,000 shares of common stock
issued and outstanding as of the date of this report.
Under the rules of the Commission, a person (or group of persons) is deemed to
be a "beneficial owner" of a security if he or she, directly or indirectly, has
or shares the power to vote or to direct the voting of such security, or the
power to dispose of or to direct the disposition of such security. Accordingly,
more than one person may be deemed to be a beneficial owner of the same
security. A person is also deemed to be a beneficial owner of any security,
which that person has the right to acquire within 60 days, such as options or
warrants to purchase our common stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.
TRANSACTIONS WITH RELATED PERSONS
Except as disclosed below, none of the following parties has, since our
inception, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
{circle}any of our directors or executive officers;
{circle}any person proposed as a nominee for election as a director;
{circle}any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
{circle}any child, stepchild, parent, stepparent, spouse, sibling, mother-in-
law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law of any of the foregoing persons; or
{circle}any person sharing the household of any director, executive officer,
nominee for director or 5% shareholder of our company.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Our principal accountants, George Steward, LLP., rendered invoices to us during
the fiscal periods indicated for the following fees and services:
FISCAL YEAR ENDED FISCAL YEAR ENDED
OCTOBER 31, 2008 OCTOBER 31, 2007
Audit Fees $ 13,800 $ 5,000
Audit Related Fees - -
Tax Fees - -
All Other Fees - -
Audit fees consist of fees related to professional services rendered in
connection with the audit of our annual financial statements and the review of
the financial statements included in each of our quarterly reports on Form 10-Q.
Our policy is to pre-approve all audit and permissible non-audit services
performed by the independent accountants. These services may include audit
services, audit-related services, tax services and other services. Under our
audit committee's policy, pre-approval is generally provided for particular
services or categories of services, including planned services, project based
services and routine consultations. In addition, we may also pre-approve
particular services on a case-by-case basis. We approved all services that our
independent accountants provided to us in the past three fiscal years.
PART IV
ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
(A) FINANCIAL STATEMENTS
The following documents are filed under "Item 8. Financial Statements and
Supplementary Data," pages F-1 through F-14, and are included as part of this
report:
Financial Statements for the fiscal year ended October 31, 2008
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statement of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements
(B) EXHIBITS
The exhibits required to be attached by Item 601 of Regulation S-K are listed in
the Index to Exhibits on page 15 of this report, and are incorporated herein by
this reference.
(C) FINANCIAL STATEMENT SCHEDULES
We are not filing any financial statement schedules as part of this report as
such schedules are either not applicable or the required information is included
in the financial statements or notes
thereto.
INDEX TO EXHIBITS
Number Exhibit Description
3.1 * Articles of Incorporation (1)
3.2 * Bylaws (1)
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*filed as an exhibit to our registration statement on Form SB-2 dated
January 29, 2008
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.
BURROW MINING, INC.
/s/ Cathy M.T. Ho
Cathy M.T. Ho
President, Chief Executive Officer and Director
January 29, 2009
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.
/s/ Cathy M.T. Ho
Cathy M.T. Ho
President, Chief Executive Officer and Director
January 29, 2009