10-Q 1 uraniumplus10qcvbfinal.htm 10Q 10Q 6-30-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549


FORM 10-Q


(Mark One)


[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009


[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____ to ____


Commission File No. 333-144226


URANIUM PLUS RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)


Nevada

26-0148468

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)


Suite  112 A – 17624 15th Avenue, Mill Creek, Washington, 98012

 (Address of principal executive offices)


(206) 963-4519

(Registrant’s telephone number)


 (Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [x]  No  [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  [  ]  No  [X] Not Required


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[ X ]




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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [x]  No [  ]


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:


As of August 17, 2009, there were 12,988,000 shares of the Company’s common stock issued and outstanding.



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PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements.










Uranium Plus Resource Corporation


(An Exploration Stage Company)


Financial Statements



3




Uranium Plus Resource Corporation


(An Exploration Stage Company)


Index to Financial Statements


For the period from January 23, 2007 (inception) to June 30, 2009



  Page(s)


Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008

3


(Unaudited) Statements of Operations for the three and six-month periods ended June 30, 2009

and 2008 and for the period from January 23, 2007 to June 30, 2009

4


(Unaudited) Statements of Cash Flows for the six-month periods ended June 30, 2009

And 2008 and for the period from January 23, 2007 (Inception) to June 30, 2009

5


Notes to the Financial Statements (unaudited)

7-11



4




Uranium Plus Resource Corporation

(An Exploration Stage Company)

Balance Sheets




 

June 30,

 

December 31,

 

2009

 

2008

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$ 71,870

 

$ 93,139

 

 

 

 

 

 

 

 

Total assets

$ 71,870

 

$ 93,139

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

Current liabilities:

 

 

 

Accounts payable

$ 1,319

 

$ 8,124

Convertible note payable

150,000

 

150,000

Total current liabilities

151,319

 

158,124

 

 

 

 

Total liabilities

151,319

 

158,124

 

 

 

 

Stockholders’ Deficit

 

 

 

Common stock, par value $.001, 100,000,000 shares

 

 

 

authorized.  12,988,000 shares issued and outstanding

12,988

 

12,988

Additional paid in capital

97,915

 

97,915

Deficit accumulated during the exploration stage

(190,352)

 

(176,268)

Accumulated other comprehensive income

-

 

380

Total stockholders’ deficit

(79,449)

 

(64,985)

 

 

 

 

Total liabilities and stockholders’ deficit

$

71,870

 

$

93,139



See accompanying notes to the unaudited financial statements.






;


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Uranium Plus Resource Corporation

(An Exploration Stage Company)

Statements of Operations and Comprehensive Loss (Unaudited)





 

 

 

 

 

 

 

 

 

For the period

 

For the three

 

For the three

 

For the six-month

 

For the six-month

 

from January 23,

 

month period ended

 

month period ended

 

period ended

 

period ended

 

2007 (Inception) to

 

June 30, 2009

 

June 30, 2008

 

June 30, 2009

 

June 30, 2008

 

June 30, 2009

 

 

 

 

 

 

 

 

 

 

Revenues:

$ -

 

$ -

 

$ -

 

$ -

 

$ -

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Exploration costs

-

 

20,533

 

-

 

20,533

 

45,533

Selling, general and administrative

3,909

 

22,516

 

14,084

 

32,156

 

144,303

Depreciation expense

-

 

-

 

-

 

102

 

516

Operating loss before other items and income tax

(3,909)

 

(43,049)

 

(14,084)

 

(52,791)

 

(190,352)

Income tax expense (benefit)

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Net loss available to common stockholders

$ (3,909)

 

$ (43,049)

 

(14,084)

 

(52,791)

 

(190,352)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

-

 

-

 

(380)

 

(75)

 

-

 

 

 

 

 

 

 

 

 

 

Comprehensive loss for the period

$ (3,909)

 

$ (43,049)

 

$ (14,464)

 

$ (52,866)

 

$ (190,352)

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

(.00)

 

(.00)

 

(.00)

 

(.00)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

12,988,000

 

12,988,000

 

12,988,000

 

12,988,000

 

 

 

 

 

 

 

 

 

 

 

 


See accompanying notes to the unaudited financial statements.



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Uranium Plus Resource Corporation

(An Exploration Stage Company)

Statement of Cash Flows (Unaudited)





 

For the six-month

 

For the six-month

 

For the period

 

period ended

 

period ended

 

from January 23,

 

to June 30, 2009

 

to June 30, 2008

 

2007 (Inception) to

 

 

 

 

 

June 30, 2009

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

$ (14,084)

 

$ (52,791)

 

$ (190,352)

Non-cash expenses

-

 

610

 

99,805

Depreciation expense

-

 

102

 

516

Gain (loss) on disposals

-

 

-

 

745

Adjustments to reconcile net loss to

 

 

 

 

 

net cash used by operating activities:

 

 

 

 

 

Prepaid expenses

-

 

1,224

 

-

Accounts payable

(6,805)

 

2,014

 

1,319

Accounts payable – related party

-

 

9,000

 

-

Net cash used by operating activities

(20,889)

 

(39,841)

 

(87,967)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Property, plant and equipment

-

 

745

 

(1,243)

Net cash provided (used) by investing activities

-

 

745

 

(1,243)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Issuance of common stock for cash

-

 

-

 

11,080

Loan payable

-

 

150,000

 

150,000

Net cash provided by financing activities

-

 

150,000

 

161,080

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

(20,889)

 

110,904

 

71,870

Effect of exchange rate changes on cash

(380)

 

(64)

 

-

 

 

 

 

 

 

Cash at beginning of period

$ 93,139

 

$ 1,579

 

$ -

Cash at end of period

$ 71,870

 

$ 112,419

 

$ 71,870

 

 

 

 

 

 



See accompanying notes to the unaudited financial statements.



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Uranium Plus Resource Corporation

(An Exploration Stage Company)

Notes to the Financial Statements (Unaudited)


1.

BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its Form 10-K filed on March 31, 2009.  Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2009.


2.  ORGANIZATION


Uranium Plus Resource Corporation (the “Company”) was incorporated on January 23, 2007 in the State of Nevada, U.S.A., as Big Bear Resources, Inc.  Its name was changed to Uranium Plus Resource Corporation on March 21, 2008.  Its operations are primarily based in Vancouver, British Columbia, Canada.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.


The Company is an exploration stage company that engages primarily in the acquisition, exploration and development of resource properties.  The Company has acquired a 100 percent interest in a mineral claim located in the Slocan Mining Division in the Province of British Columbia, Canada.  The Company is currently conducting mineral exploration activities on the mineral claim in order to assess whether it possesses commercially exploitable reserves of silver, gold, lead or zinc.  To date, the Company’s activities have been limited to its formation, minimal operations and the raising of equity capital.


3.  SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES


The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.


FOREIGN CURRENCY TRANSLATIONS


The Company’s functional and reporting currency is the US dollar.  All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction.  Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date.  Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’equity (deficit) as a component of other comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized.




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Uranium Plus Resource Corporation

(An Exploration Stage Company)

Notes to the Financial Statements (Unaudited)


4.  RELATED PARTY TRANSACTIONS


A $3,000 per month salary to the President of the company had been accrued for a total of $39,000 to March 31, 2008.  Effective May 4, 2008, the full balance of the accrual was forgiven.  The related expense was charged to selling, general and administrative expenses; $30,000 to December 31, 2008 and $9,000 to March 31, 2008.  The forgiveness of debt has been recorded as an increase in additional paid in capital as at June 30, 2009.


5.  CONVERTIBLE NOTE PAYABLE


The Company borrowed $150,000 pursuant to an agreement dated April 29, 2008.  The loan is payable on demand by the Lender and is non-interest bearing.  The Lender has the option to convert the loan into common shares of the company at a rate of 1 common share for each $1 borrowed (150,000 common shares).


In the event repayment is demanded and the Company defaults, interest at a rate of 8% per annum shall be charged from the date of demand.


All funds are in US dollars.


6.  SHARE CAPITAL


Effective April 22, 2008, the Company forward-split its issued capital stock on a ratio of 5.8 shares for each one old share.  As a result of this transaction, 11,078,000 shares were issued.

 

Shares

Value

December 31, 2008

1,910,000

$

1,910

Issued as a result of forward-split

11,078,000

11,078

June 30, 2009

12,988,000

$

12,988


Consideration for the issuance of additional shares has been charged against additional paid in capital.


7.  GOING CONCERN AND LIQUIDITY CONSIDERATIONS


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of June 30, 2009, the Company has a negative working capital balance of $79,449 and an accumulated deficit of $190,352.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.


The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of mineral reserves.


In response to these challenges, management intends to raise additional funds through public or private placement offerings.


These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.



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Uranium Plus Resource Corporation

(An Exploration Stage Company)

Notes to the Financial Statements (Unaudited)



8.  RECENT ACCOUNTING PRONOUNCEMENTS


In April 2009, the FASB issued Staff Position (“FSP”) FAS 157-4, Determining Fair Value When the Volume of Level of Activity for the Asset or Liability Had Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”).  FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with SFAS No. 157 when the volume or level of activity for the asset or liability has significantly decreased and requires that companies provide interim and annual disclosures of the inputs and valuation technique(s) used to measure fair value.  FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009 and is to be applied prospectively.  The Company does not expect the adoption of FSP FAS 157-4 to have a significant impact on its financial statements.


In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than Temporary Impairments.  FSP FAS 115-2 and FAS 124-2 amends the other-than-temporary impairment guidance to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements.  FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June 15, 2009.  The Company does not expect the adoption of FSP FAS 115-2 and FAS 124-2 to have a significant impact on its financial statements.


In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments.  FSP FAS 107-1 and APB 28-1 requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  FSP FAS 107-1 and APB 28-01 is effective for interim and annual reporting periods ending after June 15, 2009.  The adoption of FSP 107-1 and APB 28-1 will have no impact on the Company’s financial statements.


In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162), SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with generally accepted accounting principles in the United States.  This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  The Company does not expect the implementation of this statement to have an impact on its results of operations or financial position.


In May 2008, the FASB issued SFAS No. 163, ACCOUNTING FOR FINANCE GUARANTEE INSURANCE CONTRACTS – AN INTERPRETATION OF FASB STATEMENT NO. 60.  The premium revenue recognition approach for a financial guarantee insurance contract links premium revenue recognition to the amount of insurance protection and the period in which it is provided. For purposes of this statement, the amount of insurance protection provided is assumed to be a function of the insured principal amount outstanding, since the premium received requires the insurance enterprise to stand ready to protect holders of an insured financial obligation from loss due to default over the period of the insured financial obligation.  This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008.

 


On May 28, 2009 the FASB announced  the issuance of SFAS 165, Subsequent Events. SFAS 165 should not result in significant changes in the subsequent events that an entity reports. Rather, SFAS 165 introduces the concept of financial statements being available to be issued. Financial statements are considered available to be issued when they are complete in a form and format that complies with generally accepted accounting principles (GAAP) and all approvals necessary for issuance have been obtained.


On June 12, 2009 the FASB issued two statements  that amended the guidance for off-balance-sheet accounting of financial instruments: SFAS No. 166,  Accounting for Transfers of Financial Assets, and SFAS No. 167, Amendments to FASB Interpretation No. 46(R).





3







Uranium Plus Resource Corporation

(An Exploration Stage Company)

Notes to the Financial Statements (Unaudited)


SFAS No. 166 revises SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and will require entities to provide more information about sales of securitized financial assets and similar transactions, particularly if the seller retains some risk to the assets, the FASB said. The statement eliminates the concept of a qualifying special-purpose entity, changes the requirements for the de-recognition of financial assets, and calls upon sellers of the assets to make additional disclosures about them.


SFAS No. 167 amends FASB Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities, by altering how a company determines when an entity that is insufficiently capitalized or not controlled through voting should be consolidated, the FASB said. A company has to determine whether it should provide consolidated reporting of an entity based upon the entity's purpose and design and the parent company's ability to direct the entity's actions.


The standards will be effective at the start of the first fiscal year beginning after November 15, 2009, which will mean January 2010 for companies that are on calendar years. The guidance will have to be applied for first-quarter filings.


The FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, on June 29, 2009  and, in doing so, authorized the Codification as the sole source for authoritative U.S. GAAP.   SFAS No. 168  will be effective for financial statements issued for reporting periods that end after September 15, 2009.  Once it's effective, it will supersede all accounting standards in U.S. GAAP, aside from those issued by the SEC.  SFAS No. 168 replaces SFAS No. 162 to establish a new hierarchy of GAAP sources for non-governmental entities under the FASB Accounting Standards Codification.



4






Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


Uranium Plus Resource Corporation (“UPLS” or the “Company”), is a Nevada Corporation trading on the OTC-BB (symbol UPLS).  On March 21, 2008, the Company changed its name from Big Bear Resources Inc. to Uranium Plus Resource Corporation.


Prior to March 2008, the Company had acquired an option to acquire a 100% interest in a mineral claim located in the Slocan Mining Division in the Province of British Columbia, Canada (the “Big Bear mineral claim”).  The business plan called for the Company to proceed with the exploration of the Big Bear mineral claim to determine if it contains commercially exploitable reserves of silver, gold, lead or zinc.  Following careful review, the Company decided to pursue a molybdenum and gold property, in addition to two uranium properties located in Peru.


Management entered into a consulting agreement with Dr. Allan P. Juhas Ph.D., an Economic Geologist residing in the USA, with extensive experience in international property evaluation and mineral exploration.  Dr. Juhas and his team traveled to Peru and visited two of the Company’s proposed properties.  The Manantiel molybdenum prospect is located in the Shiran district of the Otuzco municipality of La Libertad, west-central Peru.  The 10 square kilometers property was inspected for various igneous, sedimentary and contact metamorphic rock types.  Samples of representative mineralization were collected and delivered to the Lima sample preparation facility of ACME Laboratories.  Although the deposits of commercial grade and size occurred in the area, it was determined that any further work would require more land to develop the potential resources in the area.  Following receipt of the geological reports and sample analysis, management has decided not to move forward with the further exploration of this property.


Dr. Juhas and his team also evaluated another proposed acquisition, the El Zorro gold prospect consisting of 600 hectares and located 156 kilometers north east of Trujillo, Peru.  They found that the geology consisted of tertiary continental volcanic rocks that were cut by mafic (basaltic) dikes and sparse pinching and swelling anastomosing quartz veinlets.  Some of the clasts contained quartz grains that implied a dacite composition.  Samples of representative mineralization were collected and delivered to the Lima sample preparation facility of ACME Laboratories.  Following receipt of the geological report from Dr. Juhas and subsequent sample analysis, management also decided not to move forward with the further exploration of this property.


The Company previously evaluated property north of Lima, Peru, and an additional property in the Province of Corongo.  However, the Company decided not to pursue an acquisition of either property at this time.  The Company continues its expressed interest in the acquisition of mining concessions in Peru and abroad.


The are no assurances that the Company will elect to proceed with the purchases of such properties.  If the Company does elect to proceed, there are no assurances that we will be able to raise sufficient capital to complete the purchase or begin mining operations on either.



5







To date, the Company’s activities have been limited to its formation, mineral operations, the raising of equity capital and exploring other international business opportunities.


For the three months ended June 30, 2009, the Company incurred continuing general and administrative costs of $3,909.  This is comparable to the amounts of $22,516 for the same period in the prior year.  


Item 3. Quantitative and Qualitative Disclosure About Market Risk


Not required by smaller reporting companies.


Item 4T.  Controls and Procedures


As of the end of the period covered by this report, UPLS carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of Uranium Plus’s Chief Executive Officer and Chief Financial Officer.  Based on and as of the date of such evaluation, the aforementioned officers have concluded that Uranium Plus’s disclosure controls and procedures were effective.


UPLS also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.


There were no significant changes in Uranium Plus’s internal controls or in other factors that could significantly affect these controls during the quarter ended June 30, 2009. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.  It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.





6






PART II – INFORMATION


Item 1.  Legal Proceedings


None


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


None


Item 3.  Defaults Upon Senior Securities


None


Item 4.  Submission of Matters to a Vote of Security Holders


None.


Item 5.  Other Information


None


Item 6.  Exhibits


Exhibit No.

Document

Location

31

Rule 13a-41(a)/15d-14(a) Certifications

Included

32

Section 1350 Certifications

Included


SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


URANIUM PLUS RESOURCE CORP.


August 19, 2009                                                          /s/ H. James Graham                           


H. JAMES GRAHAM

President and Chief Executive Officer



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