þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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35-2302128
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(State or Other Jurisdiction
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(IRS Employer Identification
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|
Of Incorporation or Organization)
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Number)
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10775 Double R Boulevard
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||
Reno, Nevada
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89521
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(Address of Principal Executive Offices)
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(Zip Code)
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(775) 996 - 8200
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||
(Registrant’s telephone number, including
area code)
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Large accelerated filer
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o |
Accelerated filer
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o |
Non-accelerated filer
(Do not check if smaller reporting company)
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o |
Smaller reporting company
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þ |
PART I – FINANCIAL INFORMATION
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3 | ||||
3 | |||||
Item 1.
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Financial Statements
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20 | |||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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23 | |||
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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23 | |||
Item 4.
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Controls and Procedures
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||||
PART II – OTHER INFORMATION
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24 | ||||
Item 1.
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Legal Proceedings
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24 | |||
Item 1A.
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Risk Factors
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24 | |||
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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24 | |||
Item 3.
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Defaults Upon Senior Securities
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24 | |||
Item 4.
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(Removed and Reserved).
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24 | |||
Item 5.
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Other Information
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24 | |||
Item 6.
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Exhibits
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24 | |||
Signature Page
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25 |
ASSETS
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||||||||
October 31, 2011
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July 31, 2011
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|||||||
(Unaudited)
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||||||||
Current Assets
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||||||||
Cash
|
$ | 1,934 | $ | 5,226 | ||||
Prepaid Expenses
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- | 5,174 | ||||||
Total Current Assets
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1,934 | 10,400 | ||||||
Property and Equipment, net
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2,915 | 3,121 | ||||||
Total Assets
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$ | 4,849 | $ | 13,521 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
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||||||||
Current Liabilities
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||||||||
Accounts Payable and Accrued Expenses
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$ | 21,152 | $ | 22,043 | ||||
Accounts Payable - related party
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45,000 | 37,500 | ||||||
Notes Payable - related party
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20,000 | 18,500 | ||||||
Loans Payable - related party | 14,241 | 2,244 | ||||||
Total Liabilities
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100,393 | 80,287 | ||||||
Commitments and Contingencies
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||||||||
Stockholders' Deficiency
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||||||||
Preferred stock, $0.00001 par value; 10,000,000 shares authorized,
|
||||||||
none issued and outstanding
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- | - | ||||||
Common stock, $0.00001 par value; 500,000,000 shares authorized, 89,804,393 and 89,804,393
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||||||||
issued and outstanding, respectively
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898 | 898 | ||||||
Additional paid-in capital
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3,993,926 | 3,993,595 | ||||||
Deficit accumulated during the exploration stage
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(4,090,368 | ) | (4,061,259 | ) | ||||
Total Stockholders' Deficiency
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(95,544 | ) | (66,766 | ) | ||||
Total Liabilities and Stockholders' Deficiency
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$ | 4,849 | $ | 13,521 |
For the Period
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||||||||||||
For the Three Months Ended
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From July 2, 2007 (Inception) to
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|||||||||||
October 31, 2011
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October 31, 2010
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October 31, 2011
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||||||||||
Operating Expenses
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||||||||||||
Professional fees
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$ | 11,938 | $ | 30,329 | $ | 223,188 | ||||||
Consulting Expense
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7,500 | 103,350 | 373,425 | |||||||||
Exploration Costs
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6,021 | 623,952 | 3,259,729 | |||||||||
General and administrative
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3,319 | 26,306 | 231,509 | |||||||||
Total Operating Expenses
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28,778 | 783,937 | 4,087,851 | |||||||||
Loss from Operations
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(28,778 | ) | (783,937 | ) | (4,087,851 | ) | ||||||
Other Income/(Expenses)
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||||||||||||
Interest Income
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- | 14 | 22 | |||||||||
Interest Expense
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(331 | ) | (470 | ) | (2,539 | ) | ||||||
LOSS FROM OPERATIONS BEFORE INCOME TAXES
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(29,109 | ) | (784,393 | ) | (4,090,368 | ) | ||||||
Provision for Income Taxes
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- | - | - | |||||||||
NET LOSS
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$ | (29,109 | ) | $ | (784,393 | ) | $ | (4,090,368 | ) | |||
Net Loss Per Share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.01 | ) | ||||||
Weighted average number of shares outstanding
|
||||||||||||
during the period - Basic and Diluted
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89,804,393 | 86,918,679 |
Deficit
accumulated
|
Total | |||||||||||||||||||||||||||
Additional
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during
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Stockholders'
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||||||||||||||||||||||||||
Preferred Stock | Common stock |
paid-in
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exploration
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Equity | ||||||||||||||||||||||||
Shares
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Amount
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Shares
|
Amount
|
capital
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stage
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/(Deficiency)
|
||||||||||||||||||||||
Balance July 2, 2007
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Common stock issued for services to founder ($0.00001)
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- | - | 250,000,000 | 2,500 | (2,450 | ) | - | 50 | ||||||||||||||||||||
In kind contribution of services
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- | - | - | - | 1,080 | - | 1,080 | |||||||||||||||||||||
Net loss for the period July 2, 2007 (inception) to July 31, 2007
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- | - | - | - | - | (4,879 | ) | (4,879 | ) | |||||||||||||||||||
Balance, July 31, 2007
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- | - | 250,000,000 | 2,500 | (1,370 | ) | (4,879 | ) | (3,749 | ) | ||||||||||||||||||
Common stock issued for cash ($0.10 per share)
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- | - | 40,000,000 | 400 | 79,600 | - | 80,000 | |||||||||||||||||||||
In kind contribution of services
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- | - | - | - | 5,760 | - | 5,760 | |||||||||||||||||||||
Net loss for the year ended July 31, 2008
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- | - | - | - | - | (70,555 | ) | (70,555 | ) | |||||||||||||||||||
Balance, July 31, 2008
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- | - | 290,000,000 | 2,900 | 83,990 | (75,434 | ) | 11,456 | ||||||||||||||||||||
In kind contribution of services
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- | - | - | - | 5,760 | - | 5,760 | |||||||||||||||||||||
In kind contribution of interest
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- | - | - | - | 256 | - | 256 | |||||||||||||||||||||
Net loss for the year ended July 31, 2009
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- | - | - | - | - | (31,521 | ) | (31,521 | ) | |||||||||||||||||||
Balance, July 31, 2009
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- | - | 290,000,000 | 2,900 | 90,006 | (106,955 | ) | (14,049 | ) | |||||||||||||||||||
Shares issued in exchange for mining rights
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- | - | 700,000 | 7 | 657,993 | - | 658,000 | |||||||||||||||||||||
Shares issued for cash ($0.60 per share)
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- | - | 333,333 | 3 | 199,997 | - | 200,000 | |||||||||||||||||||||
Shares returned by founder as an in kind contribution
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- | - | (205,000,000 | ) | (2,050 | ) | 2,050 | - | - | |||||||||||||||||||
Shares issued for services
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- | - | 37,500 | 0 | 48,375 | - | 48,375 | |||||||||||||||||||||
Shares and warrants issued for cash ($1.10 per share)
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- | - | 272,727 | 3 | 299,997 | - | 300,000 | |||||||||||||||||||||
Forgiveness of debts by principal stockholder
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- | - | - | - | 24,262 | - | 24,262 | |||||||||||||||||||||
Expenses paid by shareholder on Company's behalf
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- | - | - | - | 60,871 | - | 60,871 | |||||||||||||||||||||
In kind contribution of services
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- | - | - | - | 4,320 | - | 4,320 | |||||||||||||||||||||
In kind contribution of interest
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- | - | - | - | 627 | - | 627 | |||||||||||||||||||||
Net loss for the year ended July 31, 2010
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- | - | - | - | - | (1,351,087 | ) | (1,351,087 | ) | |||||||||||||||||||
Balance, July 31, 2010
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- | - | 86,343,560 | 863 | 1,388,498 | (1,458,042 | ) | (68,681 | ) | |||||||||||||||||||
Shares issued for services
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- | - | 152,500 | 2 | 88,948 | - | 88,950 | |||||||||||||||||||||
Shares issued in exchange for mining rights
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- | - | 1,600,000 | 16 | 1,615,984 | - | 1,616,000 | |||||||||||||||||||||
Shares and warrants issued for cash ($0.80 per share)
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- | - | 375,000 | 4 | 299,996 | - | 300,000 | |||||||||||||||||||||
Shares and warrants issued for cash ($0.75 per share)
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- | - | 533,333 | 5 | 399,995 | - | 400,000 | |||||||||||||||||||||
Shares and warrants issued for cash ($0.25 per share)
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- | - | 800,000 | 8 | 199,992 | - | 200,000 | |||||||||||||||||||||
In kind contribution of interest
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- | - | - | - | 182 | - | 182 | |||||||||||||||||||||
Net loss for the year ended July 31, 2011
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- | - | - | - | (2,603,217 | ) | (2,603,217 | ) | ||||||||||||||||||||
Balance, July 31, 2011
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- | - | 89,804,393 | 898 | 3,993,595 | (4,061,259 | ) | (66,766 | ) | |||||||||||||||||||
In kind contribution of interest
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- | - | - | - | 331 | - | 331 | |||||||||||||||||||||
Net loss for the three months ended October 31, 2011
|
(29,109 | ) | (29,109 | ) | ||||||||||||||||||||||||
Balance, October 31, 2011
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- | $ | - | 89,804,393 | $ | 898 | $ | 3,993,926 | $ | (4,090,368 | ) | $ | (95,544 | ) |
For the Three Months Ended
|
For the Period from
July 2, 2007
(Inception) to
|
|||||||||||
October 31, 2011
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October 31, 2010
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October 31, 2011
|
||||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net Loss
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$ | (29,109 | ) | $ | (784,393 | ) | $ | (4,090,368 | ) | |||
Adjustments to reconcile net loss to net cash used in operations
|
||||||||||||
Depreciation expense
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206 | 2,260 | 11,393 | |||||||||
Stock issued for mining rights
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- | 505,000 | 2,274,000 | |||||||||
Impairment of website
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- | - | 14,253 | |||||||||
Stock issued for services
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- | 43,950 | 137,325 | |||||||||
In-kind contribution of services
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- | - | 16,920 | |||||||||
In-kind contribution of interest
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331 | - | 1,396 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase/(Decrease) in accounts payable and accrued expenses
|
(891 | ) | (87,683 | ) | 21,152 | |||||||
Increase/(Decrease) in accounts payable - related party
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7,500 | - | 45,000 | |||||||||
(Increase)/Decrease in prepaid expenses
|
5,174 | (139,558 | ) | - | ||||||||
Net Cash Used In Operating Activities
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(16,789 | ) | (460,424 | ) | (1,568,929 | ) | ||||||
Cash Flows From Investing Activities:
|
||||||||||||
Advance receivable - related party
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- | - | (1,123 | ) | ||||||||
Repayment of advance receivable - related party
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- | - | 1,123 | |||||||||
Purchase of fixed assets
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- | (2,099 | ) | (28,561 | ) | |||||||
Net Cash Used In Investing Activities
|
- | (2,099 | ) | (28,561 | ) | |||||||
Cash Flows From Financing Activities:
|
||||||||||||
Repayment of loan payable- related party
|
- | (18,584 | ) | (66,276 | ) | |||||||
Expenses paid by shareholder on Company's behalf
|
- | - | 60,871 | |||||||||
Proceeds from loans payable-related party
|
11,997 | 19,479 | 104,779 | |||||||||
Proceeds from notes payable-related party
|
1,500 | - | 20,000 | |||||||||
Proceeds from issuance of common stock
|
- | 700,000 | 1,480,050 | |||||||||
Net Cash Provided by Financing Activities
|
13,497 | 700,895 | 1,599,424 | |||||||||
Net Increase / (Decrease) in Cash
|
(3,292 | ) | 238,372 | 1,934 | ||||||||
Cash at Beginning of Period
|
5,226 | 8,202 | - | |||||||||
Cash at End of Period
|
$ | 1,934 | $ | 246,574 | $ | 1,934 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid for interest
|
$ | - | $ | 470 | $ | 948 | ||||||
Cash paid for taxes
|
$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||||||
During the year ended July 31,2010, the Company's principal stockholder forgave loans of $24,262. The forgiveness was treated as contributed capital
|
||||||||||||
from the principal stockholder.
|
October 31,
2011
(Unaudited)
|
July 31,
2011
|
|||||||
Website Development
|
$ | - | $ | - | ||||
Office Equipment
|
4,098 | 4,098 | ||||||
Less: accumulated depreciation
|
(1,183 | ) | (977 | ) | ||||
Total Property and Equipment
|
$ | 2,915 | $ | 3,121 |
Number of
Options
|
Weighted
Average
Exercise
Price
|
|||||||
Stock Warrants
|
||||||||
Balance at July 31, 2011
|
990,530 | $ | .91 | |||||
Granted
|
- | $ | - | |||||
Exercised
|
- | $ | - | |||||
Forfeited
|
- | $ | - | |||||
Balance at October 31, 2011
|
990,530 | $ | 0.91 | |||||
Weighted Average Fair Value of Warrants Granted
|
$ | 0.91 |
2011 Outstanding Warrants
|
Warrants Exercisable
|
||||||||||||||||||
Range of
Exercise Price
|
Number
Outstanding at
October 31, 2011
|
Weighted
Average Remaining
Contractual Life
|
Weighted
Average
Exercise Price
|
Number
Exercisable at
October 31, 2011
|
Weighted
Average
Exercise Price
|
||||||||||||||
$ | 0.38 - $1.65 | 990,530 |
0.88 years
|
$ | 0.91 | 990,530 | $ | 0.91 |
2010 Outstanding Warrants
|
Warrants Exercisable
|
||||||||||||||||||
Range of
Exercise Price
|
Number
Outstanding at
October 31, 2010
|
Weighted
Average Remaining
Contractual Life
|
Weighted
Average
Exercise Price
|
Number
Exercisable at
October 31, 2010
|
Weighted
Average
Exercise Price
|
||||||||||||||
$ | 1.13 - $1.65 | 593,030 |
0.59 years
|
$ | 1.27 | 593,030 | $ | 1.27 |
·
|
Upon signing the letter of intent the Company paid Yale $10,000 in refundable deposit
|
·
|
Upon signing of a Definite Agreement the Company paid $10,000 and issued 100,000 shares of common stock having a fair value of $101,000
|
·
|
For the year ended July 31, 2010 the Company paid $20,000 and issued 100,000 shares of common stock (See Note 5(E)).
|
·
|
On or before December 30, 2010, the Company will pay $30,000 and issue 100,000 shares of common stock. On December 31, 2010, the Company paid $30,000 and issued 100,000 shares of common stock (See Note 5(E)).
|
·
|
On or before June 30, 2011, the Company was required to pay $50,000 and issue 100,000 shares of common stock. and have minimum expenditures of $400,000. As of July 31, 2011, Yale issued a waiver regarding the required cash payment and stock issuance.
|
·
|
On or before December 30, 2011, the company will pay $50,000 and issue 100,000 shares of common stock.
|
·
|
On or before June 30, 2012, the Company will pay $75,000 and issue 100,000 shares of common stock
|
·
|
On or before December 30, 2012, the company will pay $100,000, issue 100,000 shares of common stock and have minimum expenditures of an additional $700,000
|
·
|
On or before June 30, 2013, the Company will pay $200,000 and issue 100,000 share of common stock
|
·
|
On or before December 30, 2013, the Company will pay $355,000, issue an 200,000 shares of common stock and have minimum expenditures of an additional $900,000
|
·
|
Upon the execution of the agreement the Company paid $40,000 on August 23, 2010.
|
·
|
On or before December 23, 2010 the Company will pay $50,000.
|
·
|
On or before June 23, 2011 the Company will pay $50,000.
|
·
|
On or before December 23, 2011 the Company will pay $50,000.
|
·
|
On or before June 23, 2012, the Company will pay $175,000.
|
·
|
On or before December 23, 2012 the Company will pay $400,000.
|
Three-Months Ended
|
||||||||||||
October 31,
|
Increase
|
|||||||||||
2011
|
2010
|
(Decrease)
|
||||||||||
Revenues
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Professional Fees
|
11,938
|
30,329
|
(18,391
|
)
|
||||||||
Consulting Expenses
|
7,500
|
103,350
|
(95,850
|
)
|
||||||||
Exploration Costs
|
6,021
|
623,952
|
(617,931
|
)
|
||||||||
General and Administrative
|
3,319
|
26,306
|
(22,987
|
)
|
||||||||
Total Operating Expenses
|
28,778
|
783,937
|
(755,159
|
)
|
||||||||
(Loss) from Operations
|
(28,778
|
)
|
(783,937
|
)
|
755,159
|
|
||||||
Net Interest Income (Expense)
|
(331
|
)
|
(456
|
)
|
125
|
|||||||
Loss from Operations Before Taxes
|
(29,109
|
)
|
(784,393
|
)
|
755,284
|
|
||||||
Net Loss
|
$
|
(29,109
|
)
|
(784,393
|
)
|
755,284
|
|
October 31, 2011
|
July 31, 2011
|
|||||||
Current assets
|
$
|
1,934
|
$
|
10,400
|
||||
Current liabilities
|
100,393
|
80,287
|
||||||
Working capital deficit
|
$
|
(98,459
|
)
|
$
|
(69,887
|
)
|
Three-months Ended
|
||||||||
October 31,
|
||||||||
2011
|
2010
|
|||||||
Net Cash Used in Operating Activities
|
$
|
(16,789
|
)
|
$
|
(460,424
|
)
|
||
Net Cash Used in Investing Activities
|
0
|
|
(2,099
|
)
|
||||
Net Cash Provided by Financing Activities
|
13,497
|
700,895
|
||||||
Net Increase (Decrease) in Cash
|
$
|
(3,292
|
)
|
$
|
238,372
|
|
Exhibit
No.
|
Description
|
|
3.1
|
Articles of Incorporation (1)
|
|
3.2
|
Certificate of Amendment, effective March 5, 2010 (2)
|
|
3.3
|
Certificate of Amendment, effective June 23, 2010 (6)
|
|
3.4
|
Bylaws (1)
|
|
10.1
|
Stock Purchase Agreement by and between John Fahlberg and Johannes Petersen, dated February 12, 2010 (3)
|
|
10.2
|
Letter of Intent by and between the Company and Yale Resources, Ltd., dated March 5, 2010 (2)
|
|
10.3
|
Guadalupe Option Agreement between the Company and Yale Resources, dated April 26, 2010 (4)
|
|
10.4
|
Keeno Strike Option Agreement between the Company and Certain Individuals, dated April 28, 2010. (4)
|
|
10.5
|
Private Placement Subscription Agreement, dated April 30, 2010 (5)
|
|
10.6
|
Equity Financing Agreement between the Company and ZUG Financing Group S.A., dated May 7, 2010 (7)
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
||
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
||
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
*
|
Filed herewith
|
(1)
|
Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007.
|
(2)
|
Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010.
|
(3)
|
Incorporated by reference from Form 8-K filed with the SEC on February 18, 2010.
|
(4)
|
Incorporated by reference from Form 10-Q filed with the SEC on June 21, 2010.
|
(5)
|
Incorporated by reference from Form 8-K filed with the SEC on May 6, 2010.
|
(6)
|
Incorporated by reference from Form 8-K filed with the SEC on June 28, 2010.
|
(7)
|
Incorporated by reference from Form 8-K filed with the SEC on May 10, 2010.
|
GOLD AMERICAN MINING CORP. | |||
Date: December 15, 2011
|
By:
|
/s/ Johannes Petersen | |
Name: | Johannes Petersen | ||
Title: | Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Chairman of the Board of Directors | ||
1. | I have reviewed this Quarterly Report of Gold American Mining Corp. on Form 10-Q for the period ending October 31, 2011; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Johannes Petersen
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Johannes Petersen
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Title: Chief Executive Officer, Principal Executive Officer
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1. | I have reviewed this Quarterly Report of Gold American Mining Corp. on Form 10-Q for the period ending October 31, 2011; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
e)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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f) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
g) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
h) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
c) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
d) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Johannes Petersen
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Johannes Petersen
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Title: Chief Financial Officer, Principal Accounting Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
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Date: December 15, 2011
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/s/ Johannes Petersen
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Johannes Petersen
Title: Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Sole Director
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PROPERTY AND EQUIPMENT
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2011
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Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT |
At October 31, 2011 and July 31, 2011, respectively, property and equipment is as follows:
Depreciation/amortization expense for the three months ended October 31, 2011 and 2010 and for the period from July 2, 2007 (Inception) to October 31, 2011 was $206, $2,260 and $11,393 respectively.
During the year ended July 31, 2011, the Company determined that the website was fully impaired and recognized an impairment of $14,253. |