10-K 1 cibolangold-10k_16096.htm CIBOLAN GOLD CORPORATION 10K 04-30-2014 cibolangold-10k_16096.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended     April 30, 2014
 
o
 
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from     [________] to [________]
   
Commission file number     000-30230
 
Cibolan Gold Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
65-0488983
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
1155 West Fourth Street, Suite 210 Reno, NV
 
89503
(Address of principal executive offices)
 
(Zip Code)
     
Registrant's telephone number, including area code: 775-583-4636
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Name of Each Exchange On Which Registered
N/A
 
N/A
 
Securities registered pursuant to Section 12(g) of the Act:
 
N/A
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. 
 
Yes o  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
 
Yes o  No x
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. 
 
Yes  x No o
 
 
 
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes  x No o
   
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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.
 
o
 
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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
 
Yes o  No x
 
The aggregate market value of Common Stock held by non-affiliates of the Registrant on October 31, 2013 was $4,156,527 based on a $0.0116 closing price for the Common Stock on October 31, 2013. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
 
21,482,702 shares of common stock issued & outstanding as of August 26, 2014
 
 
DOCUMENTS INCORPORATED BY REFERENCE
None.
 
 
 
 
 
 
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TABLE OF CONTENTS
 
Item 1.
Business
4
Item 1A.
Risk Factors
5
Item 2.
Properties
9
Item 3.
Legal Proceedings
11
Item 4.
Submissions of Matters to a Vote of Security Holders
11
Item 5.
Market for Common Equity and Related Stockholder Matters
11
Item 6.
Selected Financial Data
12
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
18
Item 8.
Financial Statements and Supplementary Data
18
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
33
Item 9A (T).
Controls and Procedures
33
Item 9B.
Other Information
33
Item 10.
Directors, Executive Officers and Corporate Governance
34
Item 11.
Executive Compensation
38
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
39
Item 13.
Certain Relationships and Related Transactions, and Director Independence
40
Item 14.
Principal Accountants Fees and Services
40
Item 15.
Exhibits, Financial Statement Schedules
41
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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PART I
 
 
Item 1.     Business
 
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares of our capital stock.
 
As used in this annual report, the terms “we”, “us”, “our company”, mean Cibolan Gold Corporation, a Delaware corporation, and our subsidiary, General Gold Corporation, a Nevada corporation, unless otherwise indicated.
 
Corporate History
 
We were organized in the State of New Jersey on March 4, 1995 under the name Interactive Multimedia Network, Inc.  We were reincorporated in the State of Delaware on September 13, 1995.  We changed our name to RECOV Energy Corp. effective March 29, 2005.  On or about January 12, 2006, we changed our name to General Metals Corporation.  On May 30, 2014, we changed our name to Cibolan Gold Corporation.
 
On January 20, 2006, we entered into a Share Purchase Agreement with General Gold Corporation, a Nevada company incorporated on July 17, 1998, and the former shareholders of General Gold set out in the Agreement.  The closing of the transactions contemplated in the Agreement and the acquisition by our company of all of the issued and outstanding and convertible securities of General Gold occurred on March 15, 2006.
 
Our business office is located at 1155 West Fourth Street, Suite 210, Reno, NV 89503. This is our mailing address as well. Our telephone number is 775-583-4636.
 
Our Current Business
 
We are a junior mineral resource company engaged in the acquisition, exploration, development and mining of gold, silver and other precious and base metal properties.
 
In April 2005, we acquired through the assignment of a lease certain unpatented mining claims located in the Battle Mountain District, Lander County, State of Nevada, as more particularly described in the lease, known also as the “Independence Mine”. In August 2007 we expanded the Independence Mine by adding four mining claims and 2 additional easements.  These claims cover the area where the existing cyanide decantation mill and operating facilities are currently sited and the area where the Pioneer haul road to and from the Sunshine pit crosses the Independence claims; specifically, Independence #1, #2, DC#83 and An Old Glory.  Since acquiring the lease, and additional mining claims and easements, our exploration and development activities have been focused on getting the Independence Mine into production.  See Item 2 Properties for a more detailed discussion.
 
Competition
 
The mining industry is intensely competitive. We compete with numerous individuals and companies, including many major mining companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for access to funds. There are other competitors that have operations in the area and the presence of these competitors could adversely affect our ability to compete for financing and obtain the service providers, staff or equipment necessary for the exploration and exploitation of our properties.
 
 
 
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Compliance with Government Regulation
 
Mining operations and exploration activities are subject to various national, state, provincial and local laws and regulations in the United States, as well as other jurisdictions, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.
 
We believe that we are and will continue to be in compliance in all material respects with applicable statutes and the regulations passed in the United States. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.
 
Employees
 
Currently our only employee is our president. We do not expect any material changes in the number of employees over the next twelve month period. We do and will continue to outsource contract employment as needed.
 
Going Concern
 
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock.  At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
 
Subsidiaries
 
General Gold Corporation, a Nevada corporation, is our wholly owned subsidiary.
 
REPORTS TO SECURITY HOLDERS
 
We are not required to deliver an annual report to our stockholders but will voluntarily send this form 10-K report, which includes our annual audited financial statements, upon request.  We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission.  Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
 
The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  We are an electronic filer.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.  The Internet address of the site is http://www.sec.gov.
 
Item 1A.     Risk Factors
 
Much of the information included in this annual report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results may vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
 
Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”.
 
Risks Related To Our Business:
 
We do not expect positive cash flow from operations in the near term. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business.
 
We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:
 
- drilling, exploration and completion costs for our Independence mine project increase beyond our expectations; or
 
 
 
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- we encounter greater costs associated with general and administrative expenses or offering costs.
 
The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.
 
We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. We can provide no assurances that any financing will be successfully completed.
 
Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.
 
 We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
 
We have no history of revenues from operations and limited tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
 
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.
 
Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of gold and silver. Our properties are in the exploration stage only and are without known reserves of gold and silver. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of gold, silver or other minerals, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.
 
As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.
 
Exploration for mineral reserves is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing mines. Our properties are in the exploration and development stage only and are without proven reserves. We may not establish commercial discoveries on any of our properties.
 
Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.
 
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration programs do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.
 
 
 
 
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Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.
 
We plan to continue exploration on our mineral properties. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of precious metals on our properties. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.
 
Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.
 
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.
 
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.
 
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.
 
If our exploration costs are higher than anticipated, then our profitability will be adversely affected.
 
We are currently proceeding with exploration of our mineral properties on the basis of estimated exploration costs. If our exploration costs are greater than anticipated, then we will not be able to carry out all the exploration of the properties that we intend to carry out. Factors that could cause exploration costs to increase are: adverse weather conditions, difficult terrain and shortages of qualified personnel.
 
As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.
 
The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.
 
As we undertake exploration of our mineral claim, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.
 
There are several Federal and State governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Nevada and the regulations of the Bureau of Land Management as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.
 
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
 
The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.
 
The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.
 
 
 
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Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.
 
Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.
 
Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares for significant amount of services or raise funds through the sale of equity securities.
 
Our constating documents authorize the issuance of 500,000,000 shares of common stock with a par value of $0.001 and 50,000,000 preferred shares with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.
 
Some of our directors and officers are residents of countries other than the United States and investors may have difficulty enforcing any judgments against such persons within the United States.
 
Some of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our company or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.
 
Risks Associated With Our Common Stock:
 
Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission’s penny stock regulations and the Financial Industry Regulatory Authority’s sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.
 
Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.
 
 
 
8

 
 
Item 1B.     Unresolved Staff Comments
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 2.      Properties
 
On April 28, 2009, we purchased a 480 acre of private land which will be used for mineral processing, equipment storage and maintenance.  The full purchase price was $67,767 with 30% down and the balance by way of seller financing carries an interest rate of 10% per annum for a period of 10 years with quarterly payments of $1,874 amortized over 10 years with no pre-payment penalty. Legal Description: Township 30 North, Range 43 East, M.D.M., Section 17 N/2, SW/4 comprising 480 acres.
 
Our principal business offices are located at 1155 West Fourth Street, Suite 210, Reno, NV 89503. We currently lease our space at an annual cost of $1. We believe that our current lease arrangements provide adequate space for our foreseeable future needs.
 
The Independence Mine Property
 
We currently own a 100% interest in the Wilson-Independence Gold – Silver Mine, situated in the Battle Mountain Mining District, Lander County, Nevada. The property consists of 14 whole and fractional mining claims encompassing 240 acres.  Due diligence completed by our company shows that all claims are valid and in good standing through and for the assessment year ending August 31, 2014.
 
The Wilson-Independence project is wholly owned by Cibolan Gold through its subsidiary company General Gold Corporation under a mining lease/option agreement with Independence Gold Silver Mines, Inc. of Seattle, Washington.
 
Effective April 25, 2014, we exercised our option to purchase the claims under the mining lease/option agreement with an original term of 20 years commencing October 1, 2005, from Independence Gold-Silver Mines, Inc. The Company, through its subsidiary General Gold Corporation, reached an agreement with Independence Gold-Silver Mines, Inc. ("IGS"), of Seattle, Washington to exercise its claim purchase option granted under the mining lease between the parties. The mining lease called for a $3 million payment to purchase the claims and payment of a royalty of 1.875% on any and all mineral production from the property. The Company and ISG renegotiated the terms of the claim purchase option whereby the Company acquires 100% of the mining claims known as the Wilson-Independence Mine, located near Battle Mountain, Nevada. The Company will pay IGS a total of $625,000 in two payments and will issue Company shares and warrants to IGS and will reduce IGS' mineral royalty, currently at 5%, to 2.125%. The initial payment to IGS of $275,000 along with $150,000 in deferred advanced minimum royalty payments was made on April 25, 2014. The balance, $350,000, is due no later than August 23, 2014. The Company issued 15,169,137 common shares of the Company to IGS to bring their holdings in the Company to a total of 4.995% of the outstanding shares. Additionally, IGS received warrants to acquire a further 7.5 million shares of the Company's common stock at a price equivalent to the Volume Weighted Average Price for the 20 trading days beginning May 15, 2014. These warrants expire in three years and cannot be exercised before August 23, 2014 and carry a provision that the exercise thereof will require ISG to file with the Security and Exchange Commission.
 
In addition, any future production is subject to a 1% net smelter royalty obligation payable to Gold Range, LLC. 

Location and Access
 
 
 
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All infrastructure necessary for the exploration, development and operation of a mine is readily available. The property is accessed via federal, state and county maintained all weather paved and gravel roads from the nearby town of Battle Mountain. A well-trained work force is available in the town of Battle Mountain, situated 30 miles north of the property along Interstate highway 80. Adequate ground water is available for diversion for future mining operations which enjoy special treatment as temporary or interim uses under Nevada water laws. Electrical power has recently been extended to within one mile of the project to service the Phoenix project, and the transcontinental natural gas line passes within 1.5 miles of the property.
 
The property has been the site of intermittent historic exploration and mining activities since the late 1920s. Past mining operations extracted 65,000 tons of high grade gold and silver ores from the property. The bulk of this activity occurred during two periods, the first from high grade ores shipped for direct smelting during the late 1940s and early 1950s, and a second from 1975 to 1983 when a significant amount of underground development took place, and a mill erected on the property.
 
The Independence Mines property consists of 14 whole and fractional unpatented lode mining claims, which cover approximately 240 acres.
 
Core and reverse circulation drilling to date indicate two targets. These two targets are referred to as the Independence Deep (A Target), and the Independence Surface (B Target). Historic mining operations have generated in excess of 70,000 tons of waste dumps, mill tailings, and other waste rock products on the property. Samples of this material contain gold and silver values which suggest potential to recover gold and silver values.
 
The Wilson-Independence Property covers a mineralized zone on strike with the World Class, Fortitude / Phoenix Gold Skarn Deposit. The property has potential to develop a high grade underground resource in the Antler Sequence, together with a shallow, near surface resource in the overlying Pumpernickel Formation. Situated at the intersection of the Battle Mountain-Eureka Gold Trend and the Northern Nevada Rift (Twin Creeks-McCoy lineament), the Independence Project, like Fortitude and Cove/McCoy, is one of a number of Gold Skarns which occur along the Battle Mountain – Eureka and Northern Nevada Rift Zone mineral lineaments.
 
Mineralized outcrops are common on the property. Many on the southern part of the property have been prospected by shallow prospect shafts, pits and trenches. In addition, over 100 Reverse Circulation and Core holes, and extensive shallow underground mine workings in the Independence Mine indicate wide spread, shallow, near surface mineralization which we feel represents a valid exploration target for potential future surface, bulk mining operations
 
Historic drilling and underground mine workings indicate wide spread mineralization, both in shallow, near surface, and deep targets. We have conducted a phased exploration programs to evaluate the mineral potential of this property, with the objective of identifying and developing mineral resources and reserves reportable under SEC Industry Guide 7.
 
Independence Deep Target
 
A large body of mineralized material is clearly indicated by previous drilling in the Deep Target. We completed interpretation of the logs and geologic modeling in the fall of 2009 which identified mineralized material in the deep target. We retained all of the core samples, approximately 25,000 feet, and stored it on site.
 
Mineralization identified in the deep target to date is contained in the lower plate of the Golconda Thrust in rocks of the Battle Mountain and Edna Formations of the Antler Sequence.
 
Independence Shallow Target
 
Promising shallow and near surface mineralization has been identified. The Shallow Target contains an oxide target hosted entirely in the Pumpernickel Formation. To date over 130 drill holes and roughly eight (8) miles of underground workings have penetrated portions of this target, all of which have encountered highly anomalous to high grade mineralization. The principle limiting factor for surface/ shallow resources has been the lack of drilling information.  In addition, review of the work done by those which held interests in the property previously has identified  a total of 8 shallow near surface mineralized targets on the property with 4 of those being north of the Canyon Fault and 3 others where no mining has been performed and minimal geologic sampling and drilling work completed.  To date, we have spent over $3.3 million drilling, sampling and evaluating these targets.  A report on the detailed review of these targets and the results of the exploration and development program follows in Item 7 Management's Discussion and Analysis or Plan of Operation.
 
Independence Hill Zone

The Hill Zone, discovered in 2008, is a large, highly mineralized area north of the Canyon Fault and the Independence Shallow Target. Unlike the Independence Shallow Target, there is no historic mining in the high grade areas of the Hill zone, so all the mineral is still in place. This discovery significantly enhances the mineral potential of the 60% of the property which lies north of the Canyon Fault.  Drilling in the Hill Zone indicates three parallel zones of mineralization, each of which is comparable in width and grade to the single mineralized zone found in the Independence Shallow Target to the south.
 
 
 
10

 
 
Mill & Building On Site
 
We determined that the equipment is of no real value to the future operations of the Company and had the mill building removed in July 2011.  There are a couple of block buildings and two sheds on the property currently being used for our exploration and development program.  These buildings will be removed during the initiation of production activities.
 
Mineral Ownership
 
We have negotiated and executed the claim purchase agreement to purchase the Wilson-Independence claims for $625,000 with payments due in April and August 2014, after which the Company will own the claims with a royalty of 2.125% due to Independence Gold and Silver Inc and a 1% net smelter royalty due to Gold Range LLC.
 
Item 3.     Legal Proceedings
 
We know of no material, existing or pending legal proceedings against us, 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 Company.
 
Item 4.     Submissions of Matters to a Vote of Security Holders
 
There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the fourth quarter of the fiscal year ended April 30, 2014.
 
  
PART II
 
Item 5.     Market for Common Equity and Related Stockholder Matters
 
The high and low bid prices of our common stock adjusted for the 20:1 reverse stock split effective May 30, 2014 for the periods indicated below are as follows:
 
National Association of Securities Dealers OTC Bulletin Board(1)
 
Quarter Ended
 
High
   
Low
 
April 30, 2014
 
$
0.0110
   
$
0.0032
 
January 31, 2014
 
$
0.0130
   
$
0.0020
 
October 31, 2013
 
$
0.0255
   
$
0.0100
 
July 31, 2013
 
$
0.0300
   
$
0.0085
 
April 30, 2013
 
$
0.0155
   
$
0.0120
 
January 31, 2013
 
$
0.0200
   
$
0.0180
 
October 31, 2012
 
$
0.0214
   
$
0.0190
 
July 31, 2012
 
$
0.0200
   
$
0.0120
 
 
(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
 
Our shares of common stock are issued in registered form.  The registrar and transfer agent for our shares of common stock is Nevada Agency and Transfer Company, 50 West Liberty Street, Suite 880, Reno, NV 89501 (Telephone: 1-775-322 0626; Facsimile: 1-775-322 5623). On August 26, 2014, the list of stockholders for our shares of common stock showed 350 registered stockholders and 21,482,702 shares of common stock outstanding.
 
Dividends
 
We have not declared any dividends on our common stock since the inception of our company on March 4, 1995.  There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock.  However, we do not anticipate declaring and paying dividends to our shareholders in the near future.
 
 
 
11

 
 
Equity Compensation Plan Information
 
We have no formal authorized Equity Compensation Plans.  The Board grants warrants and/or stock when it deems appropriate.  There were no options, warrants, or rights granted to our Officers and Directors during the last two fiscal years and no securities remaining for future issuance under equity compensation plans.
 
Outstanding Equity Awards at Fiscal Year-End
 
There are no outstanding equity awards, vested options, or stock awards outstanding as of April 30, 2014.
 
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
 
We did not purchase any of our shares of common stock or other securities during the year ended April 30, 2014.
 
Recent Sales of Unregistered Securities
 
The table below summarized the issuance of shares during the year ended April 30, 2014
 
Description
 
# of shares
 
Common Stock Issued for services at $0.020
   
300,000
 
Common Stock Issued for Cash at $0.010 in Private Placement
   
3,225,000
 
Common Stock Issued for Cash at $0.015 in Private Placement
   
3,000,000
 
Common Stock Issued for Cash at $0.003 in Private Placement
   
27,000,000
 
Common Stock Issued for services at $0.024
   
3,000,000
 
Common Stock Issued for services at $0.0162
   
123,650
 
Common Stock Issued for services at $0.0148
   
1,419,450
 
Common Stock Issued for services at $0.0142
   
1,267,917
 
Common Stock Issued for Cash at $0.0060 in Private Placement
   
2,500,000
 
Common Stock Issued for claim purchase at $0.0065
   
15,169,137
 
Total
   
57,005,154
 
 
We issued the securities to accredited investor pursuant to exemptions from registration as set out in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.
 
Item 6.     Selected Financial Data
 
As a “smaller reporting company”, we are not required to provide the information required by this Item.
 
Item 7.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended April 30, 2014 and April 30, 2013 that appear elsewhere in this annual report.  The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially from those discussed in the forward looking statements.  Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page 7 of this annual report.
 
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
Successes and Accomplishments Fiscal Year 2014

During fiscal year 2014, we
 
·
identified and reviewed several funding options and proposals including discussions with a number of different companies and investment banks about transactions to provide the funds to bring the Independence Project to the brink of production.
 
·
negotiated and agreed to a binding Letter of Intent with Compass Holdings LLC. on a Joint Venture to bring $2.875 million in funding to advance the Independence Project. See Form 8-K filed April 29, 2014
 
 
 
12

 
 
·
renegotiated the claim purchase option with Independence Gold-Silver Mines Inc reducing the price from $3.0 million to approximately $1.2 million.  See Form 8-K filed May 22, 2014
   
·
obtained approval from the shareholders to execute a 20:1 reverse stock split and change the name of the Company to Cibolan Gold both of which were completed on May 30, 2014
 
·
received $173,250 in funding during the year from private placements of our stock.  Since year end we have obtained an additional $16,200 in funding and funding commitments from private placements, $75,000 in payments from Compass Holding, LLC as related to our binding letter of intent, and $50,000 from the issuance of a convertible debenture.
 
·
announced that a bottle roll test at McClelland Laboratories, Inc evaluating a different reagent mix increased silver recoveries by almost 20%
 
·
completed analytical work on drill core samples from its Independence Gold and Silver Project located near Battle Mountain, Nevada. Jeffrey A. Rassuchine, the Company’s Senior Consulting Geologist, oversaw the project which, in the end, will involve approximately 80 samples from 300 feet of drill core from three zones - two located southeast of the old head frame and the third in the Hill Zone. The core cutting, fire assaying and atomic absorption work was conducted under Mr. Rassuchine’s supervision at American Assay Laboratories in Sparks, Nevada.  This work was undertaken to check that the reverse circulation drill hole sampling and assaying was consistent with the rock in the ground.  This provides a higher level of confidence in the amount of mineralization in our modeling.
   
·
initiated an update of the Technical Report in the Canadian National Instrument 43-101 format from the qualified person to the Toronto Ventures Exchange (TSX-V) to include all the work completed since fiscal year 2011.

·
received the right to extract water from the aquifer in Buffalo Valley at our 480 acres from The Office of the State Engineer, Department of Conservation and Natural Resources, Division of Water Resources of the state of Nevada; thereby ensuring that we have enough water to process the mineralized material at that site for gold recovery.
 
Plan of Operation
 
Fiscal Year 2015 –Permitting and Development Program
 
During fiscal year 2015, the Company is aggressively proceeding in finding and reviewing funding proposals and opportunities to further the progress of bringing the Independence project towards production.
 
Dyer Engineering of Reno, Nevada continues the permitting process necessary to place the Independence Mine into commercial production.  Assuming adequate funding can be obtained, the process will take from 8 to 14 months from submission of our Plan of Operations to the BLM depending on whether the BLM determines whether an Environmental Assessment or an Environmental Impact Statement is required.
 
We anticipate being able to secure necessary permits to allow us to proceed to production.   We anticipate initially mining the Hill Zone and are completing all necessary work to be able to finalize permits to allow us to begin there.  Additional drilling and assaying planned to further delineate the Hill Zone mineralization will allow us to maximize our cash flows early in the production cycle.
 
Independence Shallow Target Area
 
Our drilling program during calendar years 2007 through 2010 confirmed a large body of near surface oxide mineralization over a strike length of more than 4,100 feet and discovered the new Hill Zone.  Mineralization is open to depth and along strike to the north.  We completed 38,950 feet in 128 drill holes. Holes range from vertical to 45 degrees easterly and vary from 25 to 580 feet deep averaging 304 feet in depth.  Drilling in the northern part of the target in drill hole GM 128 intercepted Drilling encountered a 15 foot (4.6 meter) zone estimated to represent the approximate true thickness of high grade gold -- silver mineralization which averaged 1.033 ounces per ton (opt) or 39.04 grams per metric tonne (g/T) gold equivalent (Au Equiv) from 310 to 325 feet (94.5 -- 99.1 meters). This bonanza grade intercept is contained within a much larger 230 foot (70.1 meter) intercept which averages 0.083 opt (3.14 g/T) Au Equiv from 295 to 525 feet (89.9 -- 160.1 meters).  This intercept is believed to represent a high grade fluid conduit or a potential high grade mineralized zone similar to those mined historically from the Independence Mine. Mineralization in the Independence Target is open down dip to the west and to the north as well as up slope to the east.
 
Mineralized drill intercepts correlated well up and down dip and along strike from section to section.  The interpretation is supported by accessible mine workings.  Potentially surface bulk mineable mineralization in the Company’s drill intercepts is consistently wider than anticipated from underground mapping and sampling results.
 
 
 
13

 
 
The mineralized zone intersected in drilling typically consists of a higher grade core surrounded be a broad halo of low grade which is often 100 to 200 feet wide.  All mineralization encountered is thoroughly oxidized throughout the zones being tested.  Exposures in historic mine workings suggest the mineralization is oxidized to depths of more than 400 feet below the present surface and has a high degree of continuity along strike and down dip.
 
Results including grade, width, and oxide nature of mineralization, indicate excellent potential for a low cost, open pit heap leach operation with near term production potential for which planning permitting studies are underway.
 
The orientation of the mineralized zone at the Independence allows the Company to drill holes which are roughly perpendicular to mineralization, resulting in drill intercepts which are believed to represent approximate true thickness.
 
Geochemical and structural modeling of the property indicates that mineralization may extend northerly on the Company’s property for more than 5,000 feet in the direction of the Sunshine Open Pit Mine formerly operated by Battle Mountain Gold Corp., now Newmont Mining.
 
Hill Zone
 
The Hill Zone was discovered as a part of the ongoing integration of current drill and analytical data with the historic geologic, geochemical and mining data. Historically, mineralization at the Independence mine was believed to be terminated to the north by the Canyon fault. Interpretation of Cibolan Gold drilling in the Independence target and historic gold-silver surface sampling data indicated the offset of the Canyon fault to be minimal and projected the favorable hosts and the mineralized zone to continue north of the Canyon Fault.  Drilling has extended the gold-silver mineralization an additional 1,000 feet to the north.  Although the indicated width and thickness of the Hill Zone mineralization is similar to the Independence target, mineralization remains open to the west, north east and at depth. Drilling results from previous operators suggest the Hill Zone mineralization may be significantly wider than that in the Independence target.
 
The following budget outline is anticipated to be necessary to move the Independence Project forward to the brink of production in the coming twelve months by either the Company or the Joint Venture with Compass Holdings LLC.
 
Direct exploration and development costs
     
         
Preliminary Pit Infill Drilling Program
   
150,000
 
Sunshine Drill Program
   
350,000
 
BLM Plan of Operations Review and Permitting
   
50,000
 
Mining, Metallurgical and Process Engineering and Design
   
100,000
 
Update Independent Technical Report
   
20,000
 
Complete check assays of the 2009-2010 Drill Program
   
20,000
 
Contingency
   
60,000
 
         
Total direct exploration and development costs
 
$
750,000
 
         
Indirect costs
       
Office rent and other operating expenses
   
20,000
 
Wages and salaries and payroll related expenses
   
60,000
 
Insurance expenses
   
30,000
 
Investor Awareness Consultants
   
100,000
 
Other general and administrative expenses
   
55,000
 
Legal expenses
   
25,000
 
         
Total indirect costs
   
290,000
 
         
Total budget for the next twelve months
 
$
1,040,000
 
 
Sunshine Target
 
Located at the north end of the Independence claim block, the North target is a shallow low grade occurrence situated approximately 1,200 ft SE of Newmont’s Sunshine mine. The North target is based on 11 drill holes with a nominal spacing of 380 ft defining a mineralized area approximately 1000 ft by 470 ft. Gold mineralization occurs in a granitic host rock and extends from the surface to 250 ft. Average gold intercept values range from 0.01 opt to 0.026 opt and mineralization is open to the north, east, south and at depth.
 
 
 
14

 
 
Independence Deep Target:
 
The Company has received 275 assays for the majority of all mineralized intercepts with samples above and below these intercepts from American Assay Laboratories of Sparks, Nevada for extensive check assays of the mineralized zones.  The results are in excellent agreement with the original results and are now 43-101 compliant.
  
These are original pulps from Noranda Minerals’ 1985 - 1989 diamond drill programs which have been maintained by the underlying property owners together with the entire original Noranda core library. Our consultants verified the location and chain of custody of the samples from the Great Basin Gold drilling program and submitted these samples for similar check assay. The results of these check assays were incorporated in the independent technical report Cibolan Gold completed and filed with Canadian Regulatory Authorities. The entire core from the Great Basin Drilling is also stored in the property’s core library.
 
When taken together, the Noranda and Great Basin Gold drilling in the Independence Gold Skarn system identify a target more than half a mile wide and three quarters of a mile long which contains three highly prospective structural/stratigraphic zones, all of which have been demonstrated to host significant levels of gold mineralization.
 
To date more than 25,000 feet of core in eight holes have been drilled to test mineralization in the Independence Gold Skarn. Virtually every hole which has targeted the gold skarn to date has intersected significant gold mineralization over an area which is more than three quarters of a mile long and half a mile wide, with most holes containing multiple mineralized horizons.
 
The highest grade portion of the Independence Gold Skarn occurs in favorable carbonate rich rocks below the Golconda Thrust, and directly beneath the Surface Oxide Mineralization.  It is highly likely that the sub-vertical structural system which controls the surface oxide mineralization acted as a conduit, permitting mineralizing fluids circulating in the gold skarn to migrate to the near surface, depositing the gold and silver that form the Surface Oxide portion of the Independence System as the "fingerprint" of the deeper gold skarn. Surface "leakage" halos or fingerprints related to deeper mineralization form the basis for modern geochemical prospecting, and many such features related to deeper high grade mineralization are known along the Battle Mountain gold trend, including the Cove - McCoy system to the south and the Ivanhoe - Hollister system to the north where high grade underground ore bodies exhibited surface geochemical halos that were in themselves economically viable mines.
 
We believe the combined Independence Surface Oxide and Gold Skarn represents a world class target in the world class Battle Mountain Mining District along an indisputable world class gold trend.
 
Corporate Development Strategy
 
We are moving the Independence project toward production.  We obtained necessary studies to allow us to continue with the permitting to proceed to production as soon as financing and regulatory authorities will allow.   We anticipate initially mining the Hill Zone and are completing all necessary work to be able to finalize permits to allow us to begin there.  Additional drilling and assaying are required to bring the Hill Zone into production and the permitting required to allow for that program is underway. We believe the Hill Zone is amenable to open pit mining and heap leaching.
 
We require additional funds of approximately $1.04 million to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or exploration costs. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.
 
If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.
 
Capital Expenditures
 
We do not intend to invest in capital expenditures during the twelve-month period ending April 30, 2015.
 
General and Administrative Expenses
 
We expect to spend approximately $290,000 during the twelve-month period ending April 30, 2015 on general and administrative expenses including legal and auditing fees, rent, office equipment, investor awareness and other administrative related expenses.
 
 
 
15

 
 
Exploration and Development
 
We expect to spend approximately $750,000 on exploration and development, including engineering and permitting over the twelve months ending April 30, 2015, assuming we are successful in our capital raising efforts.  Refer to our budget of direct exploration and development activities in the table above.
 
Personnel Plan
 
We do not expect any material changes in the number of employees over the next twelve month period (although we may enter into employment or consulting agreements with our officers or directors). We do and will continue to outsource contract employment as needed.  As at April 30, 2014, our only employees were our directors and officers.
 
Results of Operations for the Years Ended April 30, 2014 and 2013
 
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended April 30, 2014 and 2013.
 
Our operating results for the years ended April 30, 2014 and 2013 are summarized as follows:
 
   
Year Ended
April 30
 
   
2014
   
2013
 
Revenue
 
$
Nil
   
$
Nil
 
Operating Expenses
 
$
614,711
   
$
888,687
 
Net Loss
 
$
681,557
   
$
867,038
 
 
Revenues
 
We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.
 
Operating Expenses
 
Our operating expenses for the year ended April 30, 2014 and April 30, 2013 are outlined in the table below:
 
   
Year Ended
April 30
 
   
2014
   
2013
 
Depreciation and amortization
 
$
647
   
$
4,948
 
General and administrative
 
$
29,960
   
$
54,680
 
Management and consulting
 
$
342,074
   
$
556,692
 
Exploration and development
 
$
159,179
   
$
152,256
 
Professional fees
 
$
82,851
   
$
120,111
 
 
The expenditures on the Independence project during the year were $6,923 more than the prior year as identified in the exploration and development category. The increased costs were due to an increase in the assay costs.  We decreased our business development efforts as well as our investor awareness campaigns causing the significant decrease of $214,618 in the management and consulting costs of the Company in the current year.  We anticipate that the management and consulting costs should remain at these levels in future years as many of the contracted efforts undertaken were unfruitful in development of significant funding opportunities for the Company.  Cost decreases were incurred in fiscal year 2014 in Professional fees as the result of decreased legal work.
 
Liquidity and Financial Condition
 
Our total current assets at April 30, 2014 were $18,124 and our total current liabilities were $1,326,700 and we had a working capital deficit of $1,308,576 as compared to $666,083 as of April 30, 2013. Our financial statements report a net loss of $681,557 for the year ended April 30, 2014. We had cash in the amount of $4,624 as of April 30, 2014.

The Company received $16,200 in funding and funding commitments from private placements since April 30, 2014 and $75,000 in payments from Compass Holding, LLC as related to our binding letter of intent, and $50,000 from the issuance of a convertible debenture.
 
     
 
16

 
 
Cash Flows
           
   
Year Ended
April 30
 
   
2014
   
2013
 
Net Cash (Used) by Operating Activities
 
$
(344,953
)
 
$
(424,490
)
Net Cash Provided/(Used) by Investing Activities
 
$
(274,192
 
$
––
 
Net Cash Provided by Financing Activities
 
$
619,052
   
$
424,253
 
Increase/(Decrease) In Cash During The Period
 
$
(93
 
$
(237
)
 
Our cash balance will increase or remain constant based on the success of our fund raising activities. At present our operations only consume cash getting the project into production as quickly as funding and regulatory authorities will allow. The cash used in operating activities decreased $79,537 from 2013 to 2014 due to the decreased production and drilling activities occurring on the property.  Additionally, we had less consulting contracts in place during 2014 and significant amounts of contracted services were paid by common stock of the Company.
 
During 2014 we received $808 from the State as our reclamation bond requirement decreased by that amount and in 2013. Additionally, we negotiated the purchase of the Independence claims for $625,000 from IGS of which $275,000 was paid prior to year-end through proceeds received in the deposit on the joint venture with Compass Holdings LLC.
 
Cash provided by financing activities increased by $194,799 primarily by the deposit on funds received on the proposed joint venture with Compass Holdings used in deposit on the purchase of the Independence claims.
 
Our principal sources of funds have been from sales of our common stock.
 
Contractual Obligations
 
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
 
Going Concern
 
The audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the consolidated audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
  
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.
 
APPLICATION OF CRITICAL ACCOUNTING POLICIES
 
Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States.  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 consolidated financial statements is critical to an understanding of our financials.
 
Stock Issued For Services
 
The Company bases the value of stock issued for services on the market value of our common stock at the date of issue or our estimate of the fair value of the services received, whichever is more reliably measurable.
 
Stock Based Compensation
 
The Company records the cost of employee and non-employee services received in exchange for an award of equity instruments based on the estimated grant-date fair value of the award. That cost is recognized over the period during which an employee or non-employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which the requisite service period is not rendered. The grant-date fair value of equity awards is estimated using a Black-Scholes pricing model.
 
 
 
17

 
 
Taxes
 
The Company records valuation allowances against our deferred tax assets, when necessary. Realization of deferred tax assets (such as net operating loss carry-forwards) is dependent on future taxable earnings and is therefore uncertain. To the extent we believe that recovery is not likely or uncertain, we establish a valuation allowance against our deferred tax asset, which increases our income tax expense in the period when such determination is made.
 
On an annual basis, we reevaluate the probability that a tax position will be effectively sustained and the appropriateness of the amount recognized for uncertain tax positions based on factors including changes in facts or circumstances, changes in tax law, settled audit issues and new audit activity. Changes in our assessment may result in the recognition of a tax benefit or an additional charge to the tax provision in the period our assessment changes. We recognize interest and penalties related to income tax matters in income tax expense.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized in Footnote 2 in our financial statements.
 
Item 7A.    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 8.       Financial Statements and Supplementary Data
 
Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
The following audited financial statements are filed as part of this annual report:
 
Independent Auditor's Report, dated September 3, 2014.
 
Independent Auditor's Report, dated August 13, 2013.

Consolidated Balance Sheets as at April 30, 2014 and 2013.
 
Consolidated Statements of Operations for the year ended April 30, 2014 and for the year ended April 30, 2013.
 
Consolidated Statements of Changes in Stockholders' Equity for the year ended April 30, 2014 and for the year ended April 30, 2013.
 
Consolidated Statements of Cash Flows for the year ended April 30, 2014 and for the year ended April 30, 2013.

Notes to the Consolidated Financial Statements.
 


 
18

 
 
 
1495 Ridgeview Drive, Ste. 200, Reno, Nevada 89519
Tel: 775.332.4200 · Fax: 775.332.4210
www.excelsisaccounting.com
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

To the Board of Directors and
Stockholders of Cibolan Gold Corporation (fka General Metals Corporation)
 
We have audited the accompanying consolidated balance sheet of Cibolan Gold Corporation (fka General Metals Corporation) as of April 30, 2014, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of Cibolan Gold Corporation (fka General Metals Corporation) as of April 30, 2013, were audited by other auditors whose report dated August 13, 2013, expressed an unqualified opinion on those statements.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cibolan Gold Corporation (fka General Metals Corporation) as of April 30, 2014, and the results of its consolidated operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses, has not generated any revenue, and has negative cash flows. These factors and the need for additional financing in order for the Company to meet its business plan, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Excelsis Accounting Group
 
Reno, NV
September 3, 2014
 

 
 
19

 
 
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and
Stockholders of Cibolan Gold Corporation (fka General Metals Corporation)
 
We have audited the accompanying consolidated balance sheet of Cibolan Gold Corporation (fka General Metals Corporation) as of April 30, 2013, and the related consolidated statement of operations, stockholders’ equity, and cash flows for the year ended April 30, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cibolan Gold Corporation (fka General Metals Corporation) as of April 30, 2013, and the results of its consolidated operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 of the accompanying consolidated financial statements, the Company has incurred losses, has not generated any revenue, and has negative operating cash flows since inception of the exploration activities. These factors, and the need for additional financing in order for the Company to meet its business plans, raise substantial doubt about its ability to continue as a going concern. Management’s plan to continue as a going concern is also described in Note 1. The consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty.
 

/s:/ Ingenium Accounting Associates
Reno, NV
August 13, 2013
 

 
 
 
 
 
 
 
 
20

 
 
Cibolan Gold Corporation and Subsidiaries
Consolidated Balance Sheets
 
   
April 30
   
April 30
 
   
2014
   
2013
 
ASSETS
 
             
Current assets
           
Cash and cash equivalents
 
$
4,624
   
$
4,717
 
Prepaid expenses
   
13,500
     
13,555
 
                 
Total current assets
   
18,124
     
18,272
 
                 
Other assets
               
Land
   
67,742
     
67,742
 
Mineral property
   
613,941
     
613,941
 
Deposit on mineral claim purchase
   
373,599
     
-
 
Property and equipment, net
   
-
     
647
 
Other assets
   
34,430
     
35,238
 
                 
Total other assets
   
1,089,712
     
717,568
 
                 
Total assets
 
$
1,107,836
   
$
735,840
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
 
                 
Current Liabilities
               
Accounts payable
 
$
501,472
   
$
472,331
 
Notes payable, current portion
   
5,864
     
5,421
 
Convertible debt, net of unamortized discount of $2,742 (2014) and $-0- (2013)
   
22,376
     
-
 
Mineral claims purchase and joint venture deposit liability
   
425,000
         
Accrued liabilities
   
266,683
     
148,417
 
Accounts payable to related parties
   
74,461
     
58,186
 
Derivative liability
   
30,844
     
-
 
                 
Total current liabilities
   
1,326,700
     
684,355
 
                 
Long-term liabilities
               
Notes payable, net of current portion
   
24,464
     
29,105
 
                 
Total long-term liabilities
   
24,464
     
29,105
 
                 
Total liabilities
   
1,351,164
     
713,460
 
                 
Commitments and Contingencies
               
                 
Stockholders' equity/(deficit)
               
Preferred stock, authorized 50,000,000
               
shares, par value $0.001, zero issued and
               
outstanding
   
-
     
-
 
                 
Common stock, authorized 500,000,000
               
shares, par value $0.001, issued and
               
outstanding on April 30, 2014 and April 30, 2013
               
is 405,203,933 and 348,796,328 respectively
   
405,204
     
348,796
 
                 
Additional paid-in capital
   
12,185,204
     
11,825,763
 
Accumulated deficit
   
(12,833,736
)
   
(12,152,179
)
                 
Total stockholders' equity/(deficit)
   
(243,328
)
   
22,380
 
                 
Total liabilities and stockholders' equity/(deficit)
 
$
1,107,836
   
$
735,840
 
 
The accompanying notes are an integral part of these statements

 
21

 
 
Cibolan Gold Corporation and Subsidiaries
Consolidated Statements of Operations
 
   
Year Ended April 30,
 
   
2014
   
2013
 
Revenue
 
$
-
   
$
-
 
                 
Operating expenses
               
Depreciation and amortization
   
647
     
4,948
 
General and administrative
   
29,960
     
54,680
 
Management and consulting
   
342,074
     
556,692
 
Exploration and development
   
159,179
     
152,256
 
Professional fees
   
82,851
     
120,111
 
                 
Total expenses
   
614,711
     
888,687
 
                 
(Loss) from operations
   
(614,711
)
   
(888,687
)
                 
Other income (expenses)
               
Interest expense
   
(37,573
)
   
(8,153
)
Other income
   
2,500
     
29,802
 
Financing costs
   
(1,274
)
   
-
 
Loss on change in fair value of derivatives
   
(29,570
)
   
-
 
Loss on foreign currency exchange
   
(929
)
   
-
 
                 
(Loss) before income taxes
   
(681,557
)
   
(867,038
)
                 
Provision for income taxes
   
-
     
-
 
                 
Net (loss)
 
$
(681,557
)
 
$
(867,038
)
                 
Loss per common share:
               
Basic & Diluted
 
$
(0.00
)
 
$
(0.00
)
                 
Weighted average shares outstanding:
 
Basic & Diluted
   
363,975,874
     
322,377,724
 
 
The accompanying notes are an integral part of these statements
 
 

 
22

 

Cibolan Gold Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity
  
                     
(Deficit)
       
                     
Accumulated
 
 
 
   
Common Stock
         
During
   
Total
 
   
Issued
         
Paid in
   
Exploration
   
Equity/
 
   
Shares
   
Amount
   
Capital
   
Stage
   
(Deficit)
 
Balance, April 30, 2012
    294,195,232     $ 294,194     $ 10,976,553     $ (11,285,141 )   $ (14,394 )
                                         
Common Stock issued for Cash at $0.015
                         
in Private Placement
    3,942,295       3,942       55,192               59,134  
Common Stock Issued for services
                                 
at $0.016
    1,057,705       1,058       15,760               16,818  
Common Stock Issued for services
                                 
at $0.021
    2,141,284       2,141       42,859               45,000  
Common Stock Issued for services
                                 
at $0.022
    500,000       500       10,500               11,000  
Common Stock Issued for services
                                 
at $0.025
    969,364       970       23,030               24,000  
Common Stock issued for Cash at $0.015
                         
in Private Placement
    10,999,999       11,000       154,000               165,000  
Common Stock issued for Cash at $0.0175
                         
in Private Placement
    25,714       26       424               450  
Common Stock Issued for services
                                 
at $0.0132
    8,000,000       8,000       97,600               105,600  
Common Stock Issued for services
                                 
at $0.0169
    1,420,904       1,421       22,579               24,000  
Common Stock Issued for services
                                 
at $0.019
    384,925       385       6,929               7,314  
Common Stock Issued for services
                                 
at $0.02
    850,000       850       16,150               17,000  
Common Stock Issued for services
                                 
at $0.0213
    1,911,783       1,912       38,809               40,721  
Common Stock Issued for services
                                 
at $0.024
    2,000,000       2,000       46,000               48,000  
Common Stock issued for Cash at $0.015
                         
in Private Placement
    4,000,000       4,000       56,000               60,000  
Common Stock Issued for services
                                 
at $0.022
    1,090,952       1,091       22,909               24,000  
Common Stock Issued for services
                                 
at $0.02
    1,250,000       1,250       23,750               25,000  
Common Stock issued for Cash at $0.015
                         
in Private Placement
    9,512,200       9,512       133,333               142,845  
Common Stock Issued for services
                                 
at $0.02
    925,000       925       17,575               18,500  
Common Stock Issued for services
                                 
at $0.0206
    1,307,557       1,308       25,692               27,000  
Common Stock Issued for services
                                 
at $0.027
    130,000       130       3,380               3,510  
Common Stock Issued for services
                                 
at $0.0195
    1,381,414       1,381       25,619               27,000  
Common Stock Issued for services
                                 
at $0.0149
    800,000       800       11,120               11,920  
Net (Loss)
                            (867,038 )     (867,038 )
Balance, April 30, 2013
    348,796,328       348,796       11,825,763       (12,152,179 )     22,380  
 
 
 
 
23

 
 
Cibolan Gold Corporation and Subsidiaries
Consolidated Statements of Stockholders' Equity (continued)
 
                                         
                            (Deficit)          
                            Accumulated          
    Common Stock           During     Total  
    Issued           Paid in     Exploration     Equity/  
    Shares     Amount     Capital     Stage     (Deficit)  
Common Stock issued for Cash at $0.010
                                       
in Private Placement
   
1,225,000
     
1,225
     
11,025
             
12,250
 
Common Stock Issued for services
                                 
at $0.02
   
300,000
     
300
     
5,700
             
6,000
 
Common Stock issued for Cash at $0.015
                         
in Private Placement
   
3,000,000
     
3,000
     
42,000
             
45,000
 
Common Stock issued for Cash at $0.010
                         
in Private Placement
   
2,000,000
     
2,000
     
18,000
             
20,000
 
Common Stock Issued for services
                                 
at $0.024
   
3,000,000
     
3,000
     
69,000
             
72,000
 
Common Stock issued for Cash at $0.003
                         
in Private Placement
   
15,000,000
     
15,000
     
30,000
             
45,000
 
Common Stock Issued for services
                                 
at $0.016
   
123,650
     
124
     
1,876
             
2,000
 
Common Stock Issued for services
                                 
at $0.0148
   
1,419,450
     
1,420
     
19,580
             
21,000
 
Common Stock Issued for services
                                 
at $0.0142
   
1,267,917
     
1,268
     
16,732
             
18,000
 
Common Stock issued for Cash at $0.003
                         
in Private Placement
   
12,000,000
     
12,000
     
24,000
             
36,000
 
Common Stock issued for Cash at $0.006
                         
in Private Placement
   
1,500,000
     
1,500
     
7,500
             
9,000
 
Common Stock issued for Cash at $0.006
                         
in Private Placement
   
1,000,000
     
1,000
     
5,000
             
6,000
 
Common Stock Issued for claim purchase
                         
at $0.0065
   
15,169,137
     
15,169
     
83,430
             
98,599
 
Common stock cancelled and returned
                         
by board originally issued for services
   
(597,549
)
   
(598
)
   
598
             
-
 
Beneficial conversion feature
                                       
related to convertible debt
                   
25,000
 
           
25,000
 
Net (Loss)
                           
(681,557
)
   
(681,557
Balance, April 30, 2014
   
405,203,933
     
405,204
     
12,185,204
     
(12,833,736
)
   
(243,328
)
 
The accompanying notes are an integral part of these statements
 

 
 
24

 
 
Cibolan Gold Corporation and Subsidiaries
Consolidated Statements of Cash Flows
 
   
Year Ended April 30,
 
             
   
2014
   
2013
 
Operating activities
           
Net loss
 
$
(681,557
)
 
$
(867,038
)
Adjustments to reconcile net loss
               
Stock issued for services
   
122,493
     
379,532
 
Non-cash financing costs and amortization of debt discount
   
53,220
     
-
 
Depreciation and amortization
   
647
     
4,948
 
Stock-based compensation
   
-
     
105,600
 
Change in assets and liabilities
               
(Increase)/decrease in prepaid expenses
   
(3,438
)
   
(5,783
)
Increase/(decrease) in accounts payable and related party payables
   
45,416
     
(78,220
)
Increase/(decrease) in accrued liabilities
   
118,266
     
36,471
 
                 
Net cash used by operating activities
   
(344,953
)
   
(424,490
)
                 
Investment activities
               
Deposit on mineral property
   
(275,000
)
   
-
 
Deposit on reclamation bond
   
808
     
-
 
                 
Net cash provided/(used) by investment activities
   
(274,192
)
   
-
 
                 
Financing activities
               
Proceeds from loans from related parties
   
15,850
     
-
 
Repayments of loans from related parties
   
(15,850
)
   
-
 
Proceeds from deposit on joint venture
   
425,000
         
Repayments of debt
   
(4,198
)
   
(3,176
)
Proceeds from issuance of convertible debt
   
25,000
     
-
 
Proceeds from the sale of stock
   
173,250
     
427,429
 
                 
Net cash provided by financing activities
   
619,052
     
424,253
 
                 
Net increase / (decrease) in cash
   
(93
)
   
(237
)
                 
Cash, beginning of period
   
4,717
     
4,954
 
                 
Cash (Cash overdraft), end of period
 
$
4,624
   
$
4,717
 
                 
Supplemental Information:
               
Interest paid
 
$
15,197
   
$
8,153
 
Income taxes paid
 
$
-
   
$
-
 
                 
Non-cash activities:
               
Stock issued for service as prepaid expenses
 
$
-
   
$
3,493
 
Stock issued for deposit on mineral property
 
$
98,599
   
$
-
 
Unamortized debt discount
  $ 2,742     $ -  
 
The accompanying notes are an integral part of these statements
 
 

 
25

 
Cibolan Gold Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(For the periods ended April 30, 2014 and 2013)
 
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Nature of Business
 
Since March 2006, the Company’s principal business is the acquisition, exploration, and development of mineral properties, specifically the development of the Independence gold and silver mine located in north central Nevada.  The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
 
Basis of Presentation and Consolidation
 
The accompanying consolidated financial statements have been prepared in accordance with US GAAP. The Company operates on an April 30 fiscal year end.
 
The accompanying consolidated financial statements include the accounts of Cibolan Gold Corporation and its wholly owned subsidiary, General Gold Corporation. Collectively, they are referred herein as the Company. All inter-company balances and transactions have been eliminated on consolidation.
 
Going Concern
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At April 30, 2014, the Company had an accumulated loss of $12,833,736, a cash balance of $4,624, no revenue, $1,676,700 in current liabilities and negative cash flows from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
 
Management continues to seek funding from its shareholders and other qualified investors to pursue its exploration and development programs. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that the Company will be able to maintain operations at a level sufficient for an investor to obtain a return on investment. Further, the Company may continue to be unprofitable. The Company needs to raise additional funds in the immediate future in order to proceed with its exploration program.
 
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Use of estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consist of cash and short term deposits with original maturities of three months or less when purchased. As of April 30, 2014 the Company had no cash equivalents.
 
 
 
 
 

 
26

 
Cibolan Gold Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(For the periods ended April 30, 2014 and 2013)
 
Property and Equipment
 
Property and equipment is stated at cost and depreciated on a straight-line basis over the estimated economic useful lives of the assets, which range from three to seven years.
 
Following is a summary of property and equipment at April 30, 2014 and April 30, 2013:
 
 
Fiscal Year Ended
 
 
April 30,
2014
 
April 30,
2013
 
Furniture and Equipment
 
$
8,848
   
$
8,848
 
Vehicles
   
23,768
     
23,768
 
Less: Accumulated Depreciation
   
(32,616
)
   
(31,969
)
Property and Equipment, Net
 
$
-
   
$
647
 
 
Loss per Share
 
The Company computes net loss per share in accordance US GAAP. This requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. All periods presented reflect net losses, therefore, all instruments convertible to common shares are considered anti-dilutive.
 
Financial Instruments
 
The Company’s financial instruments consist of cash, accounts payable, accrued liabilities, notes payable and amounts due to related parties. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of cash, accounts payable and accrued liabilities and amounts due to related parties approximates their carrying values due to the immediate or short term maturity of these financial instruments.
 
Mineral Property Costs
 
Mineral property acquisition costs are capitalized. Exploration and development costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
 
Long-Lived Assets
 
The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.
 
Reclamation Liabilities and Asset Retirement Obligations
 
Minimum standards for site reclamation and closure have been established by various government agencies that affect certain areas of our operations. The Company calculates estimates of reclamation liabilities based on current laws and regulations and the expected undiscounted future cash flows to be incurred in reclaiming, restoring, and closing of operating mine sites. US GAAP requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. It further requires us to record a liability for the present value of our estimated environmental remediation costs and the related asset created with it when a recoverable asset (long-lived asset) can be realized.
 
Income Taxes
 
The Company recognizes deferred tax liabilities and assets using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statements carrying values and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.  In determining the future tax consequences of events that have been recognized in the financial statements or tax returns, judgment and interpretation of statutes is required. Judgments and interpretation of statutes are inherent in this process. Future income tax assets are recorded in the financial statements if realization is considered more likely than not.
 
 

 
27

 
Cibolan Gold Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(For the periods ended April 30, 2014 and 2013)
 
For previously taken tax positions considered to be uncertain, the Company prescribes a recognition threshold and measurement attribute.  In the event certain tax positions do not meet the appropriate recognition threshold, de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions is required.
 
The Company files income tax returns in the U.S. federal jurisdiction and various states. With limited exception, the Company is no longer subject to U.S. federal, state and local tax audits by taxing authorities for years before 2005.
 
Stock Issued For Services
 
The Company on occasion issues equity and equity linked instruments to non-employees in lieu of cash for the receipt of goods and services.   The applicable GAAP establishes that share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
 
In these transactions, we issue unregistered and restricted equity instruments along with equity-linked instruments (warrants) that are convertible into unregistered and restricted shares of our common stock.
 
While we have shares of freely-traded stock with a quoted market price (a Level 1 input within the GAAP hierarchy), the fair value of the unregistered and restricted shares by the Company as valued by the quoted market price does not necessarily reflect the economic substance of the transactions, correspondingly, the quoted market price is not the most reliably measurable fair value.   We made this determination based upon the review of the liquidity restrictions in our stock based upon average trading volume and the circumstances surrounding the issuance of private placements to accredited investors for cash in which each placement consists of one unit. Each unit is defined as one common share and one common share purchase warrant and the unit price is readily ascertainable.
 
In situations in which we issue unregistered restricted common shares and equity-linked instruments in exchange for goods and services, and the value of the goods and services are not the most reliably measurable, we recognize the fair value of the unregistered restricted equity instruments based on the quoted market prices (a Level 1 input within the GAAP hierarchy).   We have determined this methodology reflects the risk adjusted fair value of our unregistered restricted equity instruments using a commercially reasonable valuation technique.  
 
Comprehensive Loss
 
US GAAP established standards for the reporting and display of comprehensive income and its components in the financial statements. As of April 30, 2014 and 2013, the Company had no items that represent comprehensive income or loss.
 
Recently Issued Accounting Pronouncements
 
As of the date of this filing, the Company has implemented accounting standards update 2014-10, Development Stage Entities as codified in Topic 915 which eliminates the inception-to-date reporting for development state entities. Adoption of this new guidance was permitted early for any financial statements not yet issued as of the date of the guidance. Adoption of this new guidance resulted in the removal of the inception-to-date reporting in the financial statements and certain related disclosures.
 
NOTE 3. RELATED PARTY TRANSACTIONS
 
Forbush and Associates, of which Dan Forbush, CEO, President, and CFO, is the Principal, provides accounting support and bookkeeping services to the Company on a billed by hour incurred basis. Forbush and Associates is owed $39,797 and $23,522 relating to hours incurred and reimbursable expenses paid by Forbush and Associates on behalf of the Company at April 30, 2014 and April 30, 2013, respectively which is reflect as accounts payable to related parties. In fiscal year 2014, Forbush and Associates charged $25,175 for services provided in preparation of the form 10-K for the period ended April 30, 2013 and the 10-Qs for the periods ended July 31, 2013, October 31, 2013, and January 31, 2014. 
 
In fiscal year 2013, Forbush and Associates charged $26,912 in professional fees included in Management and consulting.  
 
Mr. Forbush also receives wages from the Company in accordance with his employment as an officer of the Company. Mr. Forbush is owed $245,000 and $130,000 in unpaid gross wages as of April 30, 2014 and April 30, 2013 respectively which is included in accrued liabilities. In addition, Mr. Forbush incurs certain reimbursable expenses related to travel and other expenses for his position as CEO and President. Mr. Forbush was owed $20,928 and $8,491 for expenses incurred during the years ended April 30, 2014 and 2013, respectively. Reimbursable expenses are recorded as part of the trade accounts payable as of the year ends.
 
As of April 30, 2014 and April 30, 2013, $36,600 and $0 respectively is due to Larry Bigler, P.K. Rana Medhi, Shane Dyer, and Walter A. “Del” Marting, for reimbursable expenses incurred in their position as members of the Board of Directors and fees related thereto. Any amounts owing are included in trade accounts payable at the end of the respective year.
 
On December 17, 2010, Dan Dyer was appointed as a member of the Board of Directors and is also a principal in Dyer Engineering Consultants. On June 1, 2011, Dan Dyer resigned as a director. In September 2011, Shane K Dyer, also a principal in Dyer Engineering Consultants, was nominated for election to the Board of Directors and was elected during the Annual Shareholders meeting.   Dyer Engineering Consultants provides mine permitting, engineering and leach pad design services at the Independence project. As of April 30, 2014 and April 30, 2013, Dyer Engineering Consultants is owed $34,663 for services rendered respectively. During fiscal 2014 and 2013, we incurred $0 and $1,820 respectively, related to exploration expenses with Dyer Engineering. Any amounts owing Dyer Engineering are included in accounts payable to related parties at the end of the fiscal year.
 
 

 
28

 
Cibolan Gold Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(For the periods ended April 30, 2014 and 2013)
 
The interim President, CFO, former and current members of the Board of Directors, and members of the Advisory Board have provided short-term financing to the Company in the form of demand notes with no fixed or determinable repayment dates. Mr. Forbush provided notes in the amount of $10,850 during the year ending April 30, 2014 that were all repaid within the year. Mr. Bigler provided a demand note in the amount of $5,000 during the year ending April 30, 2014 that was repaid within the year.
 
During fiscal 2014 and fiscal 2013, Walter “Del” Marting provided certain advisory services to the company in assistance to the CEO with a potential listing on the Toronto stock exchange and later in completion and diligence related to the Open Gold Asset Purchase and Assignment definitive agreement. Mr. Marting is a principle of M&M Advisors. The Company contracted with M&M Advisors to work described above. M&M Advisors is owed $20 and $0 as of April 30, 2014 and April 30, 2013 respectively. M&M Advisors incurred $8,000 and $31,000 of fees recorded as part of management and consulting as of April 30, 2014 and April 30, 2013 respectively.
 
NOTE 4. STOCKHOLDERS' EQUITY
 
Preferred Stock
 
The Company is authorized to issue 50,000,000 preferred shares with a par value of $0.001 per share. As of April 30, 2014 and 2013, no preferred stock has been issued and is outstanding.
 
Common Stock
 
The Company is authorized to issue 500,000,000 common shares with a par value of $0.001 per share at April 30, 2014.
 
The following detail of the Company’s common stock transactions includes only the two years ended April 30, 2014 and 2013. For previous transactions please refer to the appropriate period Form 10-K on file with the Securities and Exchange Commission. All statements and footnotes have been adjusted to reflect post-split values.
 
During the three months ended July 31, 2012, we issued a total of 8,610,648 shares; 4,668,353 shares were issued for services valued at $96,818 to vendors; and 3,942,295 shares were issued for cash to investors in private placement at $0.015 per share for receipt of cash totaling $59,134.
 
During the three months ended October 31, 2012, we issued a total of 25,593,325 shares; 6,567,612 shares were issued for services valued at $137,034; 8,000,000 shares were issued to the Board of Directors and Officers as a stock grant award valued at $105,600; 11,000,000 shares were issued for cash to investors in private placement at $0.015 per share for receipt of cash totaling $165,000; 25,714 shares were issued for cash to an officer of the company in private placement at $0.0175 per share for receipt of cash totaling $450.
 
During the three months ended January 31, 2013, we issued a total of 6,340,952 shares; 2,340,952 shares were issued for services valued at $49,000 to vendors; and 4,000,000 shares were issued for cash to investors in private placement at $0.015 per share for receipt of cash totaling $60,000.
 
During the period ended January 31, 2013, the Board of Directors authorized options to be issued to its officers and directors but as of the date of this filing, the options have not been issued. The exercise price of the options shall be set at the close price on the date of issuance of the options.  The options will vest ratably over 3 years with 25% of the options vested immediately and 25% on each annual anniversary therefeafter till all options are fully vested. Expiration date of the option award will be determined at the date of issuance of the options. Option awards will terminate under certain circumstances such as: termination for cause; within 12 months of the date of death of the optionee; 90 days after separation of service from the company; or 30 days after separation of service from the company if directly related to investor relations services provided to the company.
 
During the three months ended April 30, 2013, we issued 14,056,171; 4,543,971 shares were issued for services valued at $83,386 to vendors; and 9,512,200 shares were issued for cash to investors in private placement at $0.015 per share for receipt of cash totaling $133,333.

During the three months ended July 31, 2013, we issued a total of 1,525,000 shares; 300,000 shares were issued for services valued at $6,000 to vendors; and 1,225,000 shares were issued for cash to investors in private placement at $0.010 per share for receipt of cash totaling $12,250.
 
During the three months ended October 31, 2013, we issued a total of 8,000,000 shares; 3,000,000 shares were issued for services valued at $72,000 to vendors; 3,000,000 shares were issued for cash to investors in private placement at $0.015 per share for receipt of cash totaling $45,000; and 2,000,000 shares were issued for cash to investors in private placement at $0.010 per share for receipt of cash totaling $20,000.
 
 

 
29

 
Cibolan Gold Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(For the periods ended April 30, 2014 and 2013)
 
During the three months ended January 31, 2014, we issued a total of 17,811,017 shares; 2,811,017 shares were issued for services valued at $41,000 to vendors; 15,000,000 shares were issued for cash to investors in private placement at $0.003 per share for receipt of cash totaling $45,000.
 
During the three months ended April 30, 2014, we issued a total of 29,669,137 shares and had 597,549 shares returned by a former Director; 15,169,137 shares were issued for purchase of the mineral claims from Independence Gold and Silver valued at $98,599; 12,000,000 shares were issued for cash to investors in private placement at $0.003 per share for receipt of cash totaling $36,000; 2,500,000 shares were issued for cash to investors in private placement at $0.006 per share for receipt of cash totaling $15,000.
 
Warrants (Non-employee)
 
As part of certain equity private placement transactions, the Company issues warrants. The following table illustrates the warrant activity for the periods ending April 30, 2014 and 2013.
 
   
Shares
   
Weighted
Average
Exercise Price
 
Outstanding at April 30, 2012
   
22,170,776
   
$
0.005
 
Granted
   
35,378,865
     
0.02
 
Exercised
   
––
     
––
 
Forfeited/Expired
   
(15,970,776
)
   
0.05
 
                 
Outstanding at April 30, 2013
   
41,578,865
     
0.04
 
                 
Granted
   
18,475,000
     
0.01
 
Exercised
   
––
     
––
 
Forfeited/Expired
   
(8,899,999
)
   
0.05
 
                 
Outstanding at April 30, 2014
   
51,153,866
     
0.02
 
 
     
Warrants Outstanding
 
Range price ($)
   
Number
of Warrants
 
Weighted Average
Remaining Life
 
Weighted Average
Exercise Price
 
$
0.030
     
13,503,866
 
0.78 years
 
$
0.030
 
$
0.020
     
25,400,000
 
0.51 years
 
$
0.020
 
$
0.013
     
7,250,000
 
2.86 years
 
$
0.013
 
$
0.005
     
5,000,000
 
2.65 years
 
$
0.005
 
 
NOTE 5. PROVISION FOR INCOME TAXES
 
Provision for Income Taxes
 
The Company performs reviews of its material tax positions in accordance with applicable recognition and measurement standards.  Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 

 
30

 
Cibolan Gold Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(For the periods ended April 30, 2014 and 2013)
 
At April 30, the income tax expense (benefit) consisted of the following:
 
   
2014
   
2013
 
Current
 
$
––
   
$
––
 
Deferred
   
––
     
––
 
Total tax (benefit)
 
$
––
   
$
––
 
 
At April 30, gross deferred tax assets and liabilities consisted of the following:
 
   
2014
   
2013
 
Deferred Tax Inventory
           
NOL
 
$
3,896,806
   
$
3,659,000
 
Stock compensation expense
   
 ––
     
 ––
 
Installment sale gain
   
––
     
––
 
Impairment loss
   
––
 
  
 
––
 
Investments
   
––
 
  
 
––
 
Property, plant & equipment
   
(191
)
   
(65
)
Gross deferred tax assets
   
3,896,615
     
3,658,935
 
Less: Valuation allowance
   
(3,896,615
)
   
(3,658,935
)
Net deferred tax assets
 
$
––
   
$
––
 
 
At April 30, the income tax expense (benefit) differs from the amount obtained by applying the U.S. federal statutory rate to income before income taxes as follows:
 
   
2014
   
2013
 
Tax rate reconciliation
           
Federal statutory rate
   
35
%
   
35
%
Tax at federal statutory rate
   
35.00
%
   
35.00
%
Permanent differences
   
(0.20
)
   
(0.10
)
Net operating loss carry forward
   
(34.70
)
   
(34.40
)
Installment sale
   
--
     
--
 
Unrealized gain (loss)
   
--
     
--
 
Other temporary differences, net
   
(0.10
)
   
(0.50
)
Total
   
0.00
%
   
0.00
%
 
As of April 30, 2014, the Company had a federal net operating loss carry forward of approximately $11.1 million. The federal net operating loss carry forward expires beginning in fiscal 2026. Utilization of net operating losses may be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state provisions. If such a limitation applies, the net operating loss and tax credit carry forward may expire before full utilization. 
 
The Company reviews its tax positions to determine whether it is more likely than not that they will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than- not threshold is met, the Company measures the tax position to determine the amount to recognize in the financial statements.  

As of April 30, 2014 and 2013 there were no positions that did not meet the more-likely-than-not threshold.
 
NOTE 6. MINERAL PROPERTY
 
Independence Mine
 
The Company’s Mineral property valued at $613,941 and $613,941 as of April 30, 2014 and April 30, 2013 respectively consists of the acquisition cost of the Independence Mining Claims located in Lander County, Nevada. In fiscal year 2014, the Company issued 15.2 million shares in exercise of the purchase of the claims from Independence Gold and Silver at a fair value of $98,599 and committed to pay $625,000, of which $275,000 was paid prior to April 30, 2014, to purchase the Independence claims from the prior owner recorded as deposit on mineral claim purchase. The Company continues to explore and develop the mining claims.
 
For the years ended April 30, 2014 and 2013, the Company incurred costs of $159,179 and $152,256, respectively, for the on-going exploration and development. Since obtaining the rights, the Company has expensed $3,328,884 associated with these activities.

If the Company successfully establishes proven and probable reserves, additional development costs will be capitalized and depleted using the units of production method. With the current market price for gold, silver and platinum, the Company renegotiated its royalty rate with the partial purchase of the claims executed in April 2014 to pay a royalty of 2.125% of all future production of these precious metals, if any.  In addition, any future production is subject to a 1% net smelter royalty obligation payable to Gold Range, LLC.  

As of April 30, 2014, there were no proven or probable reserves associated with the Independence Mining Claim.
 
 
 
31

Cibolan Gold Corporation
and Subsidiaries
Notes to Consolidated Financial Statements
(For the periods ended April 30, 2014 and 2013)
 
NOTE 7. NOTES PAYABLE
 
On April 28, 2009, the Company purchased 480 acres of private land which will be used for mineral processing, equipment storage and maintenance. The full purchase price was $67,742 with 30% down and the balance by way of seller financing at 10% per annum for a period of 10 years with quarterly payments of $1,874 amortized over 10 years with no pre-payment penalty. The note is secured by the land.
 
Future principal repayments at April 30, 2014 are as follows:
 
   
Short-term
Note Payable
& Secured
Note
Payable
 
2015
 
$
5,864
 
2016
   
5,242
 
2017
   
5,786
 
2018
   
6,386
 
2019
   
7,050
 
Thereafter
   
-
 
Total
 
$
30,328
 
 
On November 27, 2013, the Company entered in a convertible debenture for $25,000. Under terms of the debenture the amount is due and payable on May 19, 2014 with a stated interest rate of 12% per annum. The debenture is convertible into common shares of the Company at any time by the holder of the note at a conversion price equal to a 60% discount of the lower of a) the average of the lowest three closing prices in the previous 10 trading days immediately prior to the execution of the note or b) the average of the lowest three closing prices in the previous 10 trading days immediately prior to notice of conversion. The Company may prepay the note anytime up until the date of maturity in consideration for cash equal to 125% of the outstanding balance plus accrued interest.  A total of $22,376 of interest has been accreted for the year ended April 30, 2014 and the unamortized discount was $2,742 as of April 30, 2014 related to the intrinsic value of the beneficial conversion feature. The company will recognize the remaining unamortized discount over the remaining .5 months till maturity of the convertible note. As of April 30, 2014, the convertible note may be converted into approximately 15,331,555 common shares of the Company.
 
NOTE 8. COMMITMENTS & CONTINGENCIES
 
The Company sublets office space under a cancelable operating lease at $1 per year. Additionally, the Company rents a storage facility to store unused furniture and equipment and samples from the mineral property which is leased on a month-to-month basis. Rent expense was approximately $540 in fiscal 2014, and $1,080 in fiscal 2013.
 
Under the mineral claims purchase agreement with IGS, the Company owed an additional payment of $350,000 to complete the purchase and transfer of the ownership of the claims.  As of the date of this filing and due to the cancellation of the letter of intent with Compass Holdings, the Company has not made the payment.
 
Due to the cancellation of the binding letter of intent with Compass Holdings LLC, Compass has requested repayment of $500,000 on October 1, 2014 of which $275,000 was advanced for the deposit on the mineral purchase claims in April 2014, $150,000 was advanced to IGS in remittance of principal amounts due under the advanced minimum royalty in April 2014 and $75,000 was advanced in July 2014 to the Company for general operating purposes.
 
NOTE 9. SUBSEQUENT EVENTS
 
The Company received $16,200 in funding and funding commitments from private placements since April 30, 2014, $75,000 in payments from Compass Holding LLC as related to our binding letter of intent and $50,000 from the issuance of a convertible debenture.
 
On August 20, 2014, the Company received notice from Compass Holdings LLC to terminate the letter of intent dated April 15, 2014.  With the termination of the agreement, Compass has requested repayment of the initial contribution of $425,000 plus $75,000 that was forwarded to the Company after April 30, 2014 by October 1, 2014 while retaining a 1/2% net smelter royalty as identified in the Letter of Intent.
 
 
 
 
32

 
 
Item 9.          Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
On July 16 2014, Ingenium Accounting Associates (“Ingenium”) resigned as the Company’s independent registered public accounting firm.  
 
In connection with the audits of the Company’s financial statements for the two most recent fiscal years ended April 30, 2012 and April 30, 2013 and subsequent interim periods through the date of change, there were no disagreements with Ingenium  on any matter of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Ingenium  would have caused Ingenium to make reference to the matter in their report. The reports on the financial statements prepared by Ingenium  for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles except that Ingenium expressed in their reports substantial doubt about our ability to continue as a going concern.
 
Item 9A (T). Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, 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 management, including our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
 
As of April 30, 2014, the year-end covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective due to: segregation of duties not maintained, found material adjustments and lack of knowledge on how to record complex transactions.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company.
 
Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.
 
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
 
Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of April 30, 2014, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.
 
As of April 30, 2014, the end of the year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (also our principal executive officer, principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (also our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this annual report.
 
Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during our  year ended April 30, 2014 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.    Other Information
 
None
 
 
33

 
 
PART III
 
Item 10.     Directors, Executive Officers and Corporate Governance
 
All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office.  Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
 
Name
Position Held
with the Company
Age
Date First
Elected or Appoint