Nevada
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20-5859893
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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(Do not check if a smaller reporting company)
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Page
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PART I - Financial Information
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3 | |
Item 1. Financial Statements
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3 | |
Balance Sheets October 31, 2013 (unaudited), and April 30, 2013
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3 | |
Statements of Operations (unaudited) for the three and six month periods ended
|
||
October 31, 2013 and 2012 and for the period from August 1, 2010 (inception of the exploration stage) to October 31, 2013
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4 | |
Statements of Cash Flows (unaudited) for the six month periods ended
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||
October 31, 2013 and 2012 and for the period from August 1, 2010 (inception of the exploration stage) to October 31, 2013
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5 | |
Notes to the Financial Statements (unaudited)
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7 | |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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14 | |
Item 3 Quantitative and Qualitative Disclosures About Market Risk
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17 | |
Item 4. Controls and Procedures
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18 | |
PART II – Other Information
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18 | |
Item 1. Legal Proceedings
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18 | |
Item 1A. Risk Factors
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18 | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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18 | |
Item 3. Defaults Upon Senior Securities
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18 | |
Item 4. Mine Safety Disclosures
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18 | |
Item 5. Other Information
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19 | |
Item 6. Exhibits
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19 |
(Unaudited)
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||||||||
October 31,
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April 30,
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|||||||
2013
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2013
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|||||||
ASSETS
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||||||||
Current Assets
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||||||||
Cash
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$
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134,990
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$
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3,660
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||||
Prepaid expenses
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200
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877
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||||||
Total Current Assets
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135,190
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4,537
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||||||
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||||||||
Total Assets
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$
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135,190
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$
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4,537
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||||
LIABILITIES & STOCKHOLDERS’ DEFICIT
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||||||||
Current Liabilities
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||||||||
Accounts payable and accrued liabilities
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$
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41,548
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$
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3,820
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||||
Related party bridge loan and accrued interest payable
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114,662
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111,950
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||||||
Total Current Liabilities
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156,210
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115,770
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||||||
Stockholders’ Deficit
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||||||||
Common Stock, Par Value $0.001
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||||||||
Authorized 100,000,000 shares,
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||||||||
Issued 32,295,998 shares at
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||||||||
October 31, 2013 (April 30, 2013 – 2,345,998)
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32,296
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2,346
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||||||
Paid-in capital
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474,254
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204,704
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||||||
Accumulated deficit
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(87,286)
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(87,286)
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||||||
Stock performance contingency
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(150,000
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)
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—
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|||||
Deficit accumulated since inception of exploration stage
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(290,284
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)
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(230,997)
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|||||
Total Stockholders’ Deficit
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(21,020)
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(111,233)
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||||||
Total Liabilities and Stockholders’ Deficit
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$
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135,190
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$
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4,537
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Cumulative
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||||||||||||||||||||
Since
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||||||||||||||||||||
For the Three Months
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For the Six Months
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August 1, 2010,
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||||||||||||||||||
Ended
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Ended
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Inception of
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||||||||||||||||||
October 31,
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October 31,
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Exploration
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||||||||||||||||||
2013
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2012
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2013
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2012
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Stage
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||||||||||||||||
Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Cost of Revenues
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- | - | - | - | - | |||||||||||||||
Gross Margin
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- | - | - | - | - | |||||||||||||||
Expenses
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||||||||||||||||||||
Mineral Property Exploration Expenditures
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1,715 | 4,074 | 10,463 | 8,178 | 59,589 | |||||||||||||||
General and Administrative
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25,527 | 6,147 | 41,112 | 18,899 | 155,161 | |||||||||||||||
Mineral Property Acquisition Payments
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- | 5,000 | 5,000 | 5,000 | 60,000 | |||||||||||||||
Total Expenses
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27,242 | 15,221 | 56,575 | 32,077 | 274,750 | |||||||||||||||
Net Loss from Operations
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(27,242 | ) | (15,221 | ) | (56,575 | ) | (32,077 | ) | (274,750 | ) | ||||||||||
Other Income (Expense)
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||||||||||||||||||||
Interest
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(1,348 | ) | (1,297 | ) | (2,712 | ) | (2,356 | ) | (14,662 | ) | ||||||||||
Write-down of Property and Equipment
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- | - | - | - | (872 | ) | ||||||||||||||
Net Other Income (Expense)
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(1,348 | ) | (1,297 | ) | (2,712 | ) | (2,356 | ) | (15,534 | ) | ||||||||||
Net Loss
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$ | (28,590 | ) | $ | (16,518 | ) | $ | (59,287 | ) | $ | (34,433 | ) | $ | (290,284 | ) | |||||
Basic and Diluted
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||||||||||||||||||||
Loss per Share
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||
Weighted Average Shares
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||||||||||||||||||||
Outstanding
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19,458,498 | 2,345,998 | 11,880,509 | 2,345,998 |
Cumulative
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||||||||||||
Since
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||||||||||||
August 1 2010
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||||||||||||
For the Six Months Ended
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Inception of
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|||||||||||
October 31,
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October 31,
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Exploration
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||||||||||
2013
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2012
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Stage
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||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||||||
Net Loss
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$
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(59,287
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)
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$
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(34,433
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)
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$
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(290,284
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)
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|||
Adjustments to Reconcile Net Loss to Net
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||||||||||||
Cash Used in Operating Activities
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||||||||||||
Write-down of property and equipment
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—
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—
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872
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|||||||||
Accrued interest
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2,712
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2,356
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14,662
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|||||||||
Change in Operating Assets and Liabilities
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||||||||||||
(Increase) decrease in prepaid expenses
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677
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(2,897
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)
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(200
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)
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|||||||
Increase (Decrease) in accounts payable and accrued liabilities
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37,728
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891
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30,335
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|||||||||
Net Cash Used in Operating Activities
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(18,170
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)
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(34,083
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)
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(244,615
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)
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||||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||||||
Proceeds from sale of common stock
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149,500
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—
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279,500
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|||||||||
Proceeds from bridge loan payable
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—
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20,000
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100,000
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|||||||||
Net Cash Provided by Financing Activities
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149,500
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20,000
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379,500
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|||||||||
Net Increase in Cash and Cash Equivalents
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131,330
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(14,083)
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134,885
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|||||||||
Cash and Cash Equivalents – Beginning of Period
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3,660
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36,996
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105
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|||||||||
Cash and Cash Equivalents – End of Period
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$
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134,990
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$
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22,913
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$
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134,990
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Cumulative
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||||||||||||
Since
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||||||||||||
August 1, 2010
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||||||||||||
For the Six Months Ended
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Inception of
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|||||||||||
October 31,
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October 31,
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Exploration
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||||||||||
2013
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2012
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State
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||||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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||||||||||||
Cash paid during the year for:
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||||||||||||
Interest
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$ | — | $ | — | $ | — | ||||||
Income taxes
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$ | — | $ | — | $ | — | ||||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
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||||||||||||
Settlement of a Shareholder Loan Payable by a Contribution from a Shareholder
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$ | — | $ | — | $ | 9,400 |
·
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Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;
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·
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Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and
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·
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Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
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Property Payments
$
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Work Expenditures
$
|
|
Upon Execution of Agreement
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5,000
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August 26, 2014
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10,000
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50,000
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August 26, 2015
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15,000
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150,000
|
August 26, 2016
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20,000
|
200,000
|
August 26, 2017
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30,000
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350,000
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August 26, 2018
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40,000
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400,000
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August 26, 2019
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50,000
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450,000
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August 26, 2020
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50,000
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500,000
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August 26, 2021
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50,000
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550,000
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August 26, 2022
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50,000
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600,000
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August 26, 2023
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-
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750,000
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Totals:
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320,000
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4,000,000
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Property Payments
$
|
Work Expenditures
$
|
|
Upon Execution of Agreement
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5,000
|
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August 26, 2014
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10,000
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50,000
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August 26, 2015
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15,000
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150,000
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August 26, 2016
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20,000
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200,000
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August 26, 2017
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30,000
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350,000
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August 26, 2018
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40,000
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400,000
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August 26, 2019
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50,000
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450,000
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August 26, 2020
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50,000
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500,000
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August 26, 2021
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50,000
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550,000
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August 26, 2022
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50,000
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600,000
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August 26, 2023
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-
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750,000
|
Totals:
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320,000
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4,000,000
|
·
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$154,500 in property option payments, annual claim filing fees, and exploration expenditures on the Company’s Bell Flat Project;
|
·
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$49,500 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.
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101.INS **
|
|
XBRL Instance Document
|
101.SCH **
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL **
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF **
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB **
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE **
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Date: December 18, 2013
AMERICAN MAGNA CORP.
By: /s/ Herb Duerr
Herb Duerr
President, Chief Executive Officer, Treasurer, and Director
(Principal Executive, Financial, and Accounting Officer)
|
ABILITY TO CONTINUE AND GOING CONCERN: (DETAILS) (USD $)
|
Oct. 31, 2013
|
Oct. 18, 2013
|
Aug. 20, 2012
|
---|---|---|---|
ABILITY TO CONTINUE AND GOING CONCERN | |||
Incurred a net loss | $ 290,284 | $ 0 | $ 0 |
Closed a public offering shares of common stock | 0 | 14,950,000 | 0 |
Shares of common stock par value | $ 0 | $ 0.01 | $ 0 |
Total offering price | 0 | 149,500 | 0 |
company Received additional Related party Bridge loan | 0 | 0 | 20,000 |
Company Expected operational requirement | $ 0 | $ 0 | $ 204,000 |
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STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 6 Months Ended | 39 Months Ended | ||
---|---|---|---|---|---|
Oct. 31, 2013
|
Oct. 31, 2012
|
Oct. 31, 2013
|
Oct. 31, 2012
|
Oct. 31, 2013
|
|
Revenue | |||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Cost of Revenues | 0 | 0 | 0 | 0 | 0 |
Gross Margin | 0 | 0 | 0 | 0 | 0 |
Expenses | |||||
Mineral Property Exploration Expenditures | 1,715 | 4,074 | 10,463 | 8,178 | 59,589 |
General and Administrative | 25,527 | 6,147 | 41,112 | 18,899 | 155,161 |
Mineral property acquisitions payments | 0 | 5,000 | 5,000 | 5,000 | 60,000 |
Total Expenses | 27,242 | 15,221 | 56,575 | 32,077 | 274,750 |
Net Loss from Operations | (27,242) | (15,221) | (56,575) | (32,077) | (274,750) |
Other Income (Expense) | |||||
Interest | (1,348) | (1,297) | (2,712) | (2,356) | (14,662) |
Write-down of Property and Equipment | 0 | 0 | 0 | 0 | (872) |
Net Other Income (Expense) | (1,348) | (1,297) | (2,712) | (2,356) | (15,534) |
Net Loss | $ (28,590) | $ (16,518) | $ (59,287) | $ (34,433) | $ (290,284) |
Basic and Diluted Loss per Share | $ 0.00 | $ (0.01) | $ 0.00 | $ (0.01) | |
Weighted Average Shares Outstanding | 19,458,498 | 2,345,998 | 11,880,509 | 2,345,998 |
RELATED PARTY BRIDGE LOAN AND ACCRUED INTEREST PAYABLE
|
6 Months Ended |
---|---|
Oct. 31, 2013
|
|
RELATED PARTY BRIDGE LOAN AND ACCRUED INTEREST PAYABLE | |
RELATED PARTY BRIDGE LOAN AND ACCRUED INTEREST PAYABLE | NOTE 5 RELATED PARTY BRIDGE LOAN AND ACCRUED INTEREST PAYABLE
On August 20, 2012, the bridge loan in the principal amount of $84,000 accruing interest at 5% per year was extended by the holder. The previous bridge loan which was due August 20, 2012 was renewed into a new loan of $88,200 plus an additional $20,000 for a total loan amount of $108,200 bearing interest at 5% per year and being due on August 20, 2013. The unsecured loan may be repaid in its entirety including the outstanding interest earlier than August 20, 2013 as long as the Company advises the lender of such intent to repay 15 days in advance.
On August 27, 2013, the bridge loan in the principal amount of $108,200 accruing interest at 5% per year was extended by the holder. The previous bridge loan which was due August 20, 2013 was renewed into a new loan of $113,610 bearing interest at 5% per year and being due on August 20, 2014. The unsecured loan may be repaid in its entirety including the outstanding interest earlier than August 20, 2014 as long as the Company advises the lender of such intent to repay 15 days in advance.
At October 31, 2013 the total balance of the loan was $114,662 including aggregate accrued interest. Total interest expense of $1,348 (2012 - $1,297) has been accrued for the three months ended October 31, 2013 and total interest expense of $2,712 (2012 - $2,356) has been accrued for the six months ended October 31, 2013. |
RELATED PARTY PAYMENT (DETAILS) (USD $)
|
6 Months Ended | |
---|---|---|
Oct. 31, 2013
|
Oct. 31, 2012
|
|
Directors payment details | ||
Company paid to one of its directors | $ 500 | $ 0 |
Total amount paid to directors | $ 3,000 | $ 4,500 |
Crescent Fault Property (Details) (USD $)
|
Jul. 20, 2013
|
Aug. 17, 2012
|
---|---|---|
Crescent Fault Property: | ||
Company has right to acquire mining interest | 0.00% | 100.00% |
Estimated fee and expenses of MinQuest | $ 5,234 | $ 0 |
NATURE OF BUSINESS AND OPERATIONS
|
6 Months Ended |
---|---|
Oct. 31, 2013
|
|
NATURE OF BUSINESS AND OPERATIONS | |
NATURE OF BUSINESS AND OPERATIONS | NOTE 1 NATURE OF BUSINESS AND OPERATIONS
Organization and Basis of Presentation
American Magna Corp. (an exploration stage company) (the Company) was incorporated under the laws of the State of Florida on October 27, 2006 under the name Coastline Corporate Services, Inc. The Company was originally established to provide services to public companies requiring guidance and assistance in converting and filing their documents with the U.S. Securities and Exchange Commission (SEC).
On August 18, 2010, Mr. Daulat Nijjar, as the holder of 197,500, or at that time 57.6%, of the issued and outstanding shares of the Companys common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Companys Articles of Incorporation for the purpose of changing the name of the Company from Coastline Corporate Services, Inc. to Dakota Gold Corp. In connection with the change of the Companys name to Dakota Gold Corp. the Company intended to change its business to mineral resource exploration and move its domicile to Nevada. In order to undertake the name, business and domicile change, the Company incorporated a wholly-owned subsidiary in Nevada named Dakota Gold Corp. and merged Coastline Corporate Services, Inc. with the new subsidiary. The Company received final regulatory for the name, business, and domicile change on November 26, 2010 and is now a Nevada corporation.
On May 21, 2013, Mr. Bobby Nijjar, as the holder of 2,000,000, or at that time 85.3%, of the issued and outstanding shares of the Companys common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Companys Articles of Incorporation for the purpose of changing the name of the Company from Dakota Gold Corp. to American Magna Corp. In connection with the change of the Companys name to American Magna Corp. the Company changed its business from an emphasis on gold exploration to magnesium exploration. The Company received final regulatory for the name change on July 2, 2013. In relation to the name and business emphasis change, subsequent to April 30, 2013 the Company terminated its Crescent Fault Property and entered into a Property Option Agreement for the Bell Flat Project (note 4).
The accompanying financial statements have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States on a going concern basis.
Nature of Operations
The Company is in the development stage and has no products or services as of October 31, 2013. We are currently an exploration stage company as defined by the SEC and we are in the business of exploring and if warranted, advancing certain unpatented Nevada mineral claims to the discovery point where we believe maximum shareholder returns can be realized.
Interim Reporting
The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of American Magna Corp. and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Companys financial statements and notes thereto included in the Companys Form 10-K for the fiscal year ended April 30, 2013. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Companys Form 10-K for the fiscal year ended April 30, 2013 has been omitted. The results of operations for the three and six month periods ended October 31, 2013 are not necessary indicative of results for the entire year ending April 30, 2014 or for any future annual or interim period. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Oct. 31, 2013
|
|||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Managements Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires the Companys management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on managements best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Foreign Currency
The Companys functional currency is the U.S. dollar and to date has undertaken the majority of its transactions in U.S. dollars. Any transaction gains and losses that may take place will be included in the statement of operations as they occur.
Concentration of Credit Risk
The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.
Loss per Share
Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. As of October 31, 2013 the Company does not have any outstanding common stock options or warrants.
Comprehensive Income
The Company has adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.
Property Holding Costs
Holding costs to maintain a property on a care and maintenance basis are expensed in the period they are incurred. These costs include security and maintenance expenses, lease and claim fees payments, and environmental monitoring and reporting costs.
Exploration and Development Costs
Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.
Income Taxes
The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. 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. No deferred tax assets or liabilities were recognized as of October 31, 2013.
Uncertain Tax Positions
The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the years ended April 30, 2013 or 2012. The Companys policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended April 30, 2013 and 2012 there were no income tax or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2011 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.
Fair Value of Financial Instruments
The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entitys own assumptions (unobservable inputs). The hierarchy consists of three levels:
Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.
New Accounting Pronouncements
The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these financial statements as presented and does not anticipate the need for any future restatement of these financial statements because of the retro-active application of any accounting pronouncements issued subsequent to October 31, 2013 through the date these financial statements were issued. |
COMMON STOCK TRANSACTIONS
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Oct. 31, 2013
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COMMON STOCK TRANSACTIONS | |
COMMON STOCK TRANSACTIONS | NOTE 6 - COMMON STOCK TRANSACTIONS
Escrow Agreement
As part of its Bell Flat Property Agreement (the Agreement) with DPE (note 4) the Company issued 15,000,000 shares of common stock to DPE subject to a binding Escrow Agreement. Simultaneous with the execution and delivery of the Escrow Agreement the Company and DPE agreed that the stock certificate representing the 15,000,000 shares of common stock (the Shares) shall be delivered to the Escrow Agent. The Shares are duly authorized, fully paid and non-assessable and constitute issued and outstanding shares of the Company.
If, on or before January 2, 2014 the Escrow Agent has received notification from either the Company or DPE that (A) the Agreement is terminated, then the Escrow Agent shall return the Shares to the Company for cancellation, or (B) the Agreement is in good standing, then 3,000,000 of the Shares shall be released to DPE and the balance of the Shares shall remain in escrow subject to the terms of the Escrow Agreement.
If, on or before January 2, 2015 the Escrow Agent has have received notification from either the Company or DPE that (A) the Agreement is terminated, then the Escrow Agent shall return the remaining Shares to the Company for cancellation, or (B) the Agreement is in good standing, then 5,000,000 of the remaining Shares shall be released to DPE and the balance of the Shares shall remain in escrow subject to the terms of the Escrow Agreement.
If, on or before January 2, 2016 the Escrow Agent has received notification from either the Company or DPE that (A) the Agreement is terminated, then the Escrow Agent shall return the remaining Shares to the Company for cancellation, or (B) the Agreement is in good standing, then 7,000,000 of the Shares shall be released to DPE.
During the term of the Escrow Agreement, DPE shall have all rights to vote the Shares, whether such vote is at a shareholders' meeting or by written consent. The Company has recorded $150,000 as contra equity as a result of the issuance of the Shares. The valuation of the stock is based on a value of $0.01 per share of common stock.
Share Issuances
On October 18, 2013 the Company closed a public offering of 14,950,000 shares of common stock at $0.01 per share for a total offering price of $149,500. The shares were offered by the Company pursuant to a registration statement on Form S-1 which became effective on March 14, 2013. The public offering was fully subscribed to by eleven persons. |
MINERAL PROPERTY INTERESTS
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MINERAL PROPERTY INTERESTS | NOTE 4 MINERAL PROPERTY INTERESTS
Bell Flat Project
On July 19, 2013 the Company executed a property option agreement (the Agreement) with Desert Pacific Exploration, Inc. (DPE) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by DPE. DPE, the owner of the Bell Flat Project, is an affiliate controlled by the wife of the Companys President and CEO. The property known as the Bell Flat Project is located in Churchill County, Nevada and currently consists of 11 unpatented claims (the Property).
On August 26, 2013 the Company and DPE amended the Agreement to clarify certain provisions of the Agreement. Annual option payments and minimum annual exploration expenditures under the Agreement are as noted below:
In addition to the payment of $5,000 upon execution of the Agreement, the Company is required to reimburse DPE for the 2012 and 2013 claim fees for the Property. The Company has recorded the initiation payment of $5,000 and the reimbursement of the aggregate 2012 and 2013 claim fees of $3,430 at October 31, 2013.
Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Company fails to make any payment when due, the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. DPE retained a 3% net smelter royalty (NSR) of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.
The Company shall have the one time right exercisable for 90 days following completion of a publicly disclosed preliminary feasibility study or preliminary economic assessment to buy up to one half (50%) of the DPEs NSR interest (i.e. an amount equal to 1.5% of the NSR interest) for $3,000,000. The right to purchase the said NSR interest shall be exercised by the Company providing DPE with notice of the purchase accompanied by payment in the amount of $3,000,000. Upon the completion of the work commitments and option payments and the exercise of the option under the Agreement, DPE is to receive an advance royalty payment of $20,000 per year to be paid in cash. Payment is to be paid within 30 days of completing the terms of the option under the Agreement and any subsequent annual anniversary within the following framework:
(i) The advance royalty is to be capped at $500,000 in total and shall be deducted from any future royalty obligations under the NSR; and (ii) The advance royalty will cease on the commencement of payment by the Company of the NSR royalty to DPE for a period of three consecutive years of production; and (iii) The advance royalty will not recommence at any future date once a minimum of three consecutive years of production has been achieved or there has been 25 years without production.
The Agreement will terminate if the Company fails to comply with any of its obligations under the Agreement and fails to cure such alleged breach within 30 days written notice from DPE. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving 30 days written notice to DPE.
As part of the Agreement, the Company issued 15,000,000 shares of common stock to DPE subject to a binding escrow agreement (note 6).
Crescent Fault Property
On August 17, 2012 the Company executed a property option agreement (the Agreement) with MinQuest, Inc. (MinQuest) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest. The Companys principal executive officer is also a Vice President of MinQuest. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims.
On July 20, 2013, the Company gave notice of termination to MinQuest pursuant to the terms of the Crescent Fault Property Agreement. The Company has determined that the Crescent Fault Property no longer fits with its business parameters as the Company is changing its exploration emphasis from gold to magnesium.
As a result of such termination, the Crescent Fault Property has been returned to MinQuest and the Company is responsible to pay all claim fees, payments and expenses in order to maintain the property in good standing until July 2014. The Company has paid these fees of $5,234 at October 31, 2013. |