10-Q 1 v355320_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2013

 

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________.

 

Commission File Number: 000-54763

 

AMERICAN COPPER CORP.

(Exact name of registrant as specified in its charter)

 

Nevada 1000 98-0642409
(State or other jurisdiction of
organization)
(Primary Standard Industrial
Classification Code)
(IRS Employer Identification #)

 

1600 Broadway, Suite 1600

Denver, Colorado 80202

(Address of principal executive offices)(Zip Code)

 

(303)386-7203

(Registrant's telephone number, including area code)

 

N/A

(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer ¨
(Do not check if a smaller reporting company)
  Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ Nox

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 70,300,000 as of September 18, 2013.

 
 

 

AMERICAN COPPER CORP.

QUARTERLY REPORT ON FORM 10-Q

July 31, 2013

TABLE OF CONTENTS

  PAGE  
   
PART 1 - FINANCIAL INFORMATION 1
     
Item 1. Financial Statements (Unaudited) 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2
Item 3. Quantitative and Qualitative Disclosures About Market Risk 6
Item 4. Controls and Procedures 6
     
PART II - OTHER INFORMATION 6
     
Item 1. Legal Proceedings 6
Item 1A. Risk Factors 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Mine Safety Disclosures 7
Item 5. Other Information 7
Item 6. Exhibits 7
     
SIGNATURES 8

 

 

 
 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

1
 

 

 

FINANCIAL STATEMENTS

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

(Unaudited)

 

July 31, 2013

 

  Index
   
Balance Sheets F-1
   
Statements of Operations F-2
   
Statements of Cash Flows F-3
   
Statement of Changes in Stockholders’ Deficit F-4
   
Notes to the Financial Statements F-5

 

 
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Balance Sheets

July 31, 2013 and October 31, 2012

(Unaudited)

 

   July 31, 2013   October 31, 2012 
         
ASSETS          
           
Current Assets          
Cash  $11,891   $816 
Total Assets  $11,891   $816 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
           
Accounts Payable and Accrued Liabilities  $-   $1,110 
           
Due to Directors   148,509    - 
           
Total Liabilities   148,509    1,110 
           
Stockholders’ Deficit          
           
Common Stock (2,475,000,000 shares authorized, par value 0.00001, 70,300,000 and 198,000,000 shares issued and outstanding) at July 31, 2013 and October 31, 2012, respectively   703    1,980 
           
Additional paid-in capital   580,576    71,410 
           
Stock payable   2,050,000    - 
           
Deficit accumulated during the exploration stage    (2,767,897)   (73,684)
           
Total Stockholders’ Deficit   (136,618)   (294)
           
Total Liabilities and Stockholders’ Deficit  $11,891   $816 

 

(The Accompanying Notes are an Integral Part of These Financial Statements)

 

F-1
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Statements of Operations

For the Three and Nine Month Periods Ended July 31, 2013 and 2012

and from October 1, 2009 (Inception) to July 31, 2013

(Unaudited)

 

   Three Month
Period Ended
July 31, 2013
   Three Month
Period Ended
July 30, 2012
   Nine Month
Period Ended
July 31, 2013
   Nine Month
Period Ended
July 30, 2012
   Inception October 1,
2009 (Inception)
through July 31, 2013
 
                     
Operating Expenses                         
                          
Consulting services  $750   $750   $2,250   $2,250   $11,500 
                          
Rent   4,133    750    10,424    2,250    19,674 
                          
Legal and accounting    6,335    7,735    14,506    13,104    66,460 
                          
General and administrative   26,222    1,168    62,472    1,168    65,702 
                          
Geological research   45,527    -    65,527    -    65,527 
                          
Website development   -    -    35,645    -    35,645 
                          
Impairment of mining claims   -    -    2,500,000    -    2,500,000 
                          
Loss from operations   82,967    10,403    2,690,824    18,772    2,764,508 
                          
Other expense                         
                          
Interest expense   2,314    -    3,389    -    3,389 
Total other expense   2,314    -    3,389    -    3,389 
                          
Net Loss  $(85,281)  $(10,403)  $(2,694,213)  $(18,772)  $(2,767,897)
                          
Net Loss Per Common Share – Basic and Diluted  $(0.00)  $(0.00)  $(0.03)  $(0.00)     
                          
Weighted Average Number of Common Shares Outstanding   70,028,261    198,000,000    78,502,564    198,000,000      

 

(The Accompanying Notes are an Integral Part of These Financial Statements)

 

F-2
 

 

American Copper Corp. (formerly Farmacia Corporation)

Statements of Cash Flows

(An Exploration Stage Company)

For the Nine Month Period Ended July 31, 2013 and 2012

and from October 1, 2009 (Inception) to July 31, 2013

(Unaudited)

 

   Nine Month
Period Ended
July 31, 2013
   Nine Month
Period Ended
July 31, 2012
   October 1, 2009
(Inception) to 
July 31, 2013
 
             
Operating Activities               
                
Net loss  $(2,694,213)  $(18,772)  $(2,767,897)
                
Adjustments to reconcile net loss to cash used in operating activities:               
Donated capital, consulting services and rent   4,500    4,500    37,840 
Impairment of mining claims   2,500,000    -    2,500,000 
Imputed interest   3,389    -    3,389 
                
Changes in operating assets and liabilities:               
Accounts payable and accrued liabilities   (1,110)   (1,330)   - 
Due to directors   148,509    (1,067)   148,509 
                
Net Cash Used in Operating Activities   (38,925)   (16,669)   (78,159)
                
Financing Activities               
                
Proceeds from the sale of common stock   50,000    -    90,050 
                
Net Cash Provided by Financing Activities   50,000    -    90,050 
                
Increase (Decrease) in Cash   11,075    (16,669)   11,891 
                
Cash - Beginning of Period   816    32,736    - 
                
Cash - End of Period  $11,891   $16,067   $11,891 
                
Supplemental Disclosure of Cash Flow Information
               
                
Interest  $-   $-   $- 
Income taxes  $-   $-   $- 
                
Non Cash Information               
                
Share Cancellation  $1,287   $-   $1,287 
Common stock sold for mineral property  $2,500,000   $-   $2,500,000 

 

(The Accompanying Notes are an Integral Part of These Financial Statements)

  

F-3
 

 

American Copper Corp. (formerly Farmacia Corporation)

Statement of Changes in Stockholders’ Deficit

(An Exploration Stage Company)

From Inception, October 1, 2009, to July 31, 2013

(Unaudited)

 

               Deficit
Accumulated
     
   Common Stock   Additional
Paid-in
       During the
Exploration
     
   Shares   Amount   Capital   Stock Payable   Stage   Total 
                         
Balance at October 1, 2009   -   $-   $-   $-   $-   $- 
Issuance of founder’s share   165,000,000    1,650    (1,650)   -    -    - 
Donated services   -    -    500    -    -    500 
Net loss   -    -    -    -    (775)   (775)
Balances at  October 31, 2009   165,000,000    1,650    (1,150)   -    (775)   (275)
Donated services   -    -    6,150    -    -    6,150 
Net loss   -    -    -    -    (17,685)   (17,685)
Balances at  October 31, 2010   165,000,000    1,650    5,000    -    (18,460)   (11,810)
Shared issued for cash   33,000,000    330    39,670    -    -    40,000 
Donated capital and services   -    -    20,740    -    -    20,740 
Net loss   -    -    -    -    (18,691)   (18,691)
Balances at  October 31, 2011   198,000,000    1,980    65,410    -    (37,151)   30,239 
Donated services   -    -    6,000    -    -    6,000 
Net loss   -    -    -    -    (36,533)   (36,533)
Balances at  October 31, 2012   198,000,000    1,980    71,410    -    (73,684)   (294)
Cancelled shares   (128,700,000)   (1,287)   1,287    -    -    - 
Donated services   -    -    4,500    -    -    4,500 
Imputed interest   -    -    3,389    -    -    3,389 
Common stock sold for mineral   1,000,000    10    499,990    2,000,000    -    2,500,000 
Proceeds from common stock   -    -    -    50,000    -    50,000 
Net loss   -    -    -    -    (2,694,213)   (2,694,213)
Balances at July 31, 2013   70,300,000   $703   $580,576   $2,050,000   $(2,767,897)  $(136,618)

 

(The Accompanying Notes are an Integral Part of These Financial Statements)

 

F-4
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS

 

DESCRIPTION OF BUSINESS AND HISTORY

 

The Company was incorporated on October 26, 2009 in the State of Nevada. The Company was developing a website and designing a catalogue to sell over the counter and prescription medications and supplements. Recently, after a change of control and management, the Company changed its focus and is now engaged in the acquisition, exploration and development of copper, other base metals and mineral mining properties.

 

The Company does not have any revenues and has incurred losses since inception. Currently, the Company has no operations, has been issued a going concern opinion and relies upon the sale of our securities and loans from its sole officer and director to fund operations. 

 

GOING CONCERN - These financial statements have been prepared on a going concern basis, which implies American Copper Corp. (formerly Farmacia Corporation) will continue to meet its obligations and continue its operations for the next fiscal year.  Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should American Copper Corp. (formerly Farmacia Corporation) be unable to continue as a going concern.  As at July 31, 2013 American Copper Corp. (formerly Farmacia Corporation) has a working capital deficiency, has not generated revenues and has accumulated losses of $2,767,897 (2012: $73,684) since inception.  The continuation of American Copper Corp. (formerly Farmacia Corporation) as a going concern is dependent upon the continued financial support from its shareholders, the ability of American Copper Corp. (formerly Farmacia Corporation) to obtain necessary equity financing to continue operations, and the attainment of profitable operations.  These factors raise substantial doubt regarding the American Copper Corp. (formerly Farmacia Corporation)’ ability to continue as a going concern.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s fiscal year-end is October 31.

 

USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us July differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

 

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  We had no cash equivalents at July 31, 2013 or October 31, 2012.

 

EXPLORATION STAGE ENTITY – The Company complies with FASB guidelines for its description as an exploration stage company.

 

F-5
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

IMPUTED INTEREST – The Company calculates imputed interest at a rate of 8% per annum.

 

IMPAIRMENT POLICY In 2013, the Company authorized the issuance of 5,000,000 shares of restricted shares of common stock and paid $10,000 for the mineral property. At July 31, 2013, the Company did an assessment of whether this payment would meet the characteristics required to record it as an asset at year-end and determined that an impairment charge of $2,500,000 should be reflected as of July 31, 2013 because the Company could not substantiate that there would be a future economic benefit arising from this payment.

 

INCOME TAXES - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 

MINERAL CLAIM EXPENDITURES – The Company capitalizes all direct costs related to the acquisition and exploration of specific mining properties as incurred. These costs will be amortized against the income generated from the property. If the property is abandoned or impaired, an appropriate impairment charge will be made.

 

LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB.  The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of July 31, 2013 and 2012, there were no common stock equivalents outstanding.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of July 31, 2013 and 2012. The Company’s financial instruments consist of cash.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

 

RECENTLY ISSUED ACCOUNTING STANDARDS –

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

-Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

 

F-6
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

RECENTLY ISSUED ACCOUNTING STANDARDS – Continued

-Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

 

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

 

F-7
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

RECENTLY ISSUED ACCOUNTING STANDARDS – Continued

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

 

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

 

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

 

NOTE 3 -INCOME TAXES

 

Deferred income taxes arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.   The company does not have any uncertain tax positions.

 

The Company currently has net operating loss carryforwards aggregating $186,324 (2012: $73,684), which expire through 2030. The deferred tax asset related to the carryforwards has been fully reserved.

 

The Company has deferred income tax assets, which have been fully reserved, as follows as of July 31, 2013:

 

   2013   2012 
Deferred tax assets  $63,350   $25,053 
Valuation allowance for deferred tax assets   (63,350)   (25,053)
Net deferred tax assets  $-   $- 

 

F-8
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

 

NOTE 4 – FAIR VALUE MEASUREMENTS

 

The Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements.  ASC 820-10 relates to financial assets and financial liabilities.

 

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

 

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

  

Level 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

Level 3Inputs that are both significant to the fair value measurement and   unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and July include the Company's own data.)

 

The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of July 31, 2013 and October 31, 2012:

 

Level 1: None

Level 2: None

Level 3: None

Total Gain (Losses): None

 

F-9
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

During the year ended July 31, 2013 the Company recognized a total of $4,500 (2012: $4,500) for rent and services from directors for rent at $250 per month and at $250 per month for consulting services provided by the President and Director of the Company. These transactions are recorded at the exchange amount which is the amount agreed to by the transacting parties.

 

A director has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of July 31, 2013, the director has advanced a total of $148,509 (2012: $0).

 

NOTE 6 – ACQUISITION OF MINERAL CLAIMS

 

The Company intends to conduct exploration activities on the Ridgetake Copper-Gold Prospect, which is located 125 kilometers south-west of Williams Lake in the Cariboo-Chilcotin region of south central British Columbia (BC), Canada. The Property comprises 7 mineral claims, Taseko 1 and Taseko 2, and Cu, Cu1, Cu2, Cu3, and Cu4 totaling 7,733 acres (3,129.48 ha). The first two claims were renewed very recently and now expire on March 14, 2014, the subsequent five have also been renewed and will not expire until June 27, 2014. On March 25, 2013, the Company authorized the issuance of 5,000,000 restricted shares of common stock. The share consideration is recorded at fair market value at the date of the transaction. As of July 31, 2013, 1,000,000 common shares have been issued. The remaining 4,000,000 common shares have not been issued and the share consideration is recorded as a stock payable. Management has determined to record an impairment charge of $2,500,000 because the property is not revenue producing and the future economic benefits are not substantiated.

  

NOTE 7 – IMPAIRMENT OF MINING CLAIMS

 

Mineral property claims are tested for impairment when facts and circumstances suggest that the carrying amount of the mineral property interests exceed their recoverable amounts. The Company has determined that due to present market conditions, it was necessary to record an impairment of the carrying value of its Ridgestake Copper-Gold Prospect property as at July 31, 2013. The non-cash loss attributable to the impairment is $2,500,000.

 

NOTE 8 - COMMON STOCK

 

On November 28, 2012, the Company filed an Amendment to its Articles of Incorporation for a 33 for 1 forward stock split (the “Forward Split”). Except as otherwise indicated, all of the share and per share information referenced in this Report has been adjusted to reflect the Forward Split of our common stock.

 

The Company issued 5,000,000 shares (165,000,000 shares post Forward Split) of stock as founder’s shares to the President and Director of the Company on October 30, 2009.

 

1,000,000 shares (33,000,000 shares post Forward Split) were issued in 2011 at $0.04 per share for the total proceeds of $40,000.

 

As of October 31, 2012, American Copper Corporation had issued common shares 6,000,000 (198,000,000 common shares post Forward Split).

 

On November 19, 2012, Irina Cudina cancelled 3,900,000 shares of common stock (128,700,000 shares post Forward Split) (the “Share Cancellation”). Following the Share Cancellation, Ms. Cudina held 1,100,000 shares of common stock (36,300,000 shares post Forward Split).

 

F-10
 

 

American Copper Corp. (formerly Farmacia Corporation)

(An Exploration Stage Company)

Notes to the Financial Statements

(Unaudited)

 

NOTE 8 – COMMON STOCK - Continued

 

On December 17, 2012, the Company, Irina Cudina (the “Seller”) and Alexander Stanbury (the “Purchaser”) entered into and closed a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Seller, 1,100,000 shares of common stock (36,300,000 post , par value $0.00001 per share, of the Company (the “Shares”), representing approximately 52% of the issued and outstanding shares of the Company, for an aggregate purchase price of $40,000 (the “Purchase Price”) (the “Stock Purchase”).

 

On March 25, 2013, the Company entered into an agreement to purchase mineral claim for 5,000,000 common shares. The share consideration is recorded at fair market value at the date of the transaction. 5,000,000 shares valued at the closing market price on the date of grant of $0.50/share resulting in a total value of $2,500,000. As of July 31, 2013, 1,000,000 common shares have been issued. The remaining 4,000,000 common share consideration is recorded as a stock payable.

 

On July 9, 2013, the Company entered into an agreement to sell 111,111 common shares for total proceeds of $50,000. As of July 31, 2013 the shares have not been issued and the share consideration is recorded as a stock payable.

 

As of July 31, 2013, American Copper Corp. (formerly Farmacia Corporation) has issued 70,300,000 common shares.

 

NOTE 9 – SUBSEQUENT EVENT

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no events to disclose.

 

F-11
 

 

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

Cautionary Notice Regarding Forward Looking Statements

 

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

 

This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

 

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Overview

 

The Company was incorporated in the State of Nevada on October 26, 2009. We have not started operations. From inception, we were engaged in the development of a website and also the design and development of our catalogue to sell over the counter and prescription medications, supplements and provide services. Recently, our management has undertaken a change in its focus and we are now engaged in the acquisition, exploration and development of copper, other base metals and mineral mining properties.

 

On December 17, 2012, the Company, Irina Cudina (the “Seller”) and Alexander Stanbury (the “Purchaser”) entered into and closed a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Seller, 36,300,000 shares (the “Shares”) of common stock of the Company, par value $0.00001 per share, (the “Common STock”), representing approximately 52% of the issued and outstanding shares of the Company, for an aggregate purchase price of $40,000 (the “Purchase Price”) (the “Stock Purchase”).

 

On December 17, 2012, the board of directors of the Company (the “Board”) and the stockholders of the Company (the “Shareholders”) accepted the resignation of Irina Cudina and appointed Alexander Stanbury on to serve as the President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer and sole director of the Company.

 

To reflect the change in strategy to focus on the exploration business, on December 27, 2012, we filed a Certificate of Amendment to our Articles of Incorporation (the “Amendment”) to change our name from “Farmacia Corporation” to “American Copper Corp.”

 

 

2
 

 

On January 4, 2013, we effected a 33-for-1 forward stock split for our common stock (the “Forward Split”). Except as otherwise indicated, all of the share and per share information referenced in this REPORT has been adjusted to reflect the Forward Split of our common stock.

 

On March 25, 2013, the Company entered into a Mineral Property Acquisition Agreement (the “Acquisition Agreement”), with US Copper Investments Ltd. (the “Vendor”) whereby the Company acquired from the Vendor a right to acquire a 100% right, title, and interest in and to a certain property known as The Ridgestake Copper-Gold Prospect, which comprises 7 mineral claims covering, in aggregate, 7,733 acres (3,129.48 ha) (the “Property”). The Property, which is a copper-gold-silver-molybdenum prospect, is located 125 km south-west of Williams Lake in south-central British Columbia (BC), Canada. Pursuant to the Acquisition Agreement, in consideration of an undivided 100% interest in and to the Property, the Vendor will receive 5,000,000 restricted shares of the Company’s common stock. As of the date of this report, 1,000,000 of the shares are outstanding.

 

On July 3, 2013 (the “Closing Date”), the Company entered into an investment agreement (the “Investment Agreement”), with the Vendor whereby the Vendor shall have the option to purchase up to $12,500,000 of Common Stock. The Investment Agreement provides that the Company may, in its sole discretion and subject to the terms of the Investment Agreement, from time to time during the Open Period (defined below), deliver a notice (the “Put Notice”) to the Vendor which states the dollar amount of shares of Common Stock that the Company intends to sell to the Subscriber on a date specified in the Put Notice (the “Put”). The amount of each Put (the “Put Amount”) shall have a minimum of $50,000 and a maximum of $250,000. The purchase price per share to be paid by the Vendor for each Put Amount will be calculated at a ten percent (10%) discount to the weighted average price of the closing bid prices of the Common Stock for twenty (20) consecutive trading days immediately preceding the Put Notice. The Open Period begins on the Closing Date and ends thirty-six (36) months after such date, unless earlier terminated in accordance with the Investment Agreement (the “Open Period”). The purchase by the Vendor of shares of Common Stock subject to a particular Put is entirely at the discretion of the Vendor, and shall occur on a date no later than ten (10) trading days following the date of the applicable Put Notice.

 

On July 11, 2013, the Board of Directors of the Company authorized to increase the authorized stock of the Company from 75,000,000 to 2,475,000,000 shares of Common Stock. The increase in authorized shares is effective as of the date of this report.

 

Plan of Operation

 

We are an exploration stage corporation and have not started operations and have not yet generated or realized any revenues.

 

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues or profits. Recently, our management has undertaken a change in its focus and is now engaged in the acquisition, exploration and development of copper, other base metals and mineral mining properties. We are not anticipated to start generating revenues for the foreseeable future until we have acquired, explored and developed copper and other base metals and mineral mining properties. All of which may not occur successfully.

 

We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.

 

Limited Operating History

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are an early exploration stage company and have not generated any revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources. There is no guarantee that we will find economic mineral deposits

 

Results of Operations

 

Revenues

 

As of the date of this report, we have yet to generate any revenues from our business operations.

 

3
 

  

Operating Expenses

 

For the three months ended July 31, 2013 and 2012

 

For the three months ended July 31, 2013 and 2012 we incurred operating expenses in the amount of $82,967, and $10,403 respectively. Our operating expenses were comprised of: (i) consulting services expenses of $750 for the quarters ended July 31, 2013 and 2012. (ii) rent expenses of $4,133 and $750 for the quarters ended July 31, 2013 and 2012 respective, (iii) legal and accounting expenses of $6,335 and $7,735 for the quarters ended July 31, 2013 and 2012 respectively, (iv) general and administrative expenses of $26,222 and $1,168 for the quarters ended July 31, 2013 and 2012 respectively, (v) web development expenses of $0 and $0 for the quarters ended July 31, 2013 and 2012 respectively, (vi) geological research expenses of $45,527 and $0 for the quarters ended July 31, 2013 and 2012 respectively, and (vii) impairment of mining claims expenses of $0 and $0 for the quarters ended July 31, 2013 and 2012 respectively. The increase in expenses was the result of impairment of mining claims, website development expenses and the Company’s change in strategy to focus on the exploration business.

 

For the nine months ended July 31, 2013 and 2012

 

For the nine months ended July 31, 2013 and 2012 we incurred operating expenses in the amount of $2,690,824 and $18,772 respectively. Our operating expenses were comprised of: (i) consulting services expenses of $2,250 for the nine months ended July 31, 2013 and 2012. (ii) rent expenses of $10,424 and $2,250 for the nine months ended July 31, 2013 and 2012 respective, (iii) legal and accounting expenses of $14,506 and $13,104 for the nine months ended July 31, 2013 and 2012 respectively, (iv) general and administrative expenses of $62,472 and $1,168 for the nine months ended July 31, 2013 and 2012 respectively, (v) web development expenses of $35,645 and $0 for the nine months ended July 31, 2013 and 2012 respectively, (vi) geological research expenses of $65,527 and $0 for nine months ended July 31, 2013 and 2012 respectively, (vii) impairment of mining claims expenses of $2,500,000 and $0 for nine months ended July 31, 2013 and 2012 respectively, and the increase in expenses was the result of impairment of mining claims, website development expenses and the Company’s change in strategy to focus on the exploration business.

 

Net Loss

 

Our net loss for the three months ended July 31, 2013 and 2012 was $85,281 and $10,403 respectively. The increase in net loss was the result of change in strategy to focus on the exploration business.

 

Our net loss for the nine months ended July 31, 2013 and 2012 was $2,694,213 and $18,772 respectively. The increase in net loss was the result of change in strategy to focus on the exploration business.

 

Liquidity and Capital Resources

 

Currently the Company has no operations and no salaried employees, so requires very limited resources. In due course, should the Company require capital for acquisition of licenses and/or for exploration we will need to raise additional capital. There is no guarantee that the Company will be able to raise further capital. At present, we have not made any arrangements to raise additional capital.

 

If we need additional capital and cannot raise it we will either have to suspend operations until we do raise the capital or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

As of the date of this report, we have yet to generate any revenues.

 

As of July 31, 2013, we had issued a total of 70,300,000 shares of common stock. 36,300,000 of these shares of common stock were issued to our sole officer and director as founders shares and 33,000,000 of these shares of common stock were issued in an Initial Public Offering for the total receipt of $40,000. The shares of common stock were issued pursuant to an exemption from registration contained in Section 4(2) of the Securities Act. This was accounted for as a sale of common stock.

 

On March 25, 2013, pursuant to the Acquisition Agreement, the Company authorized the issuance of 5,000,000 restricted shares of the Company’s common stock to the Vendor.

 

Our total assets were $11,891 for the quarter ended July 31, 2013, compared to $816 for the year ended October 31, 2012. As of the quarter ended July 31, 2013 our total liabilities were $148,509, compared to $1,110 for the year ended October 31, 2012.

 

4
 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Recent Accounting Pronouncements

 

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

 

  - Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and
  - Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

 

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

 

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

 

5
 

 

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

 

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

 

We have reviewed accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Those standards have been addressed in the notes to the audited financial statement and in our Annual Report, filed on Form 10-K for the period ended October 31, 2012.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Controls Over Financial Reporting.

 

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended January 31, 2013 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

6
 

 

 

Item 1A. Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Mine Safety and Health Administration Regulations

 

We do not currently own any exploration properties, and as such, are not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and HealthAct of 1977 (the “Mine Act”). Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “DoddFrank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the three months ended July 31, 2013 and the fiscal year ended October 31, 2012, despite the fact American Copper Corp. is outside the “Mine Act” jurisdiction, the Company had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

(a) Exhibits

 

Exhibit
Number
  Description
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS **   XBRL Instance Document
101.SCH **   XBRL Taxonomy Schema
101.CAL **   XBRL Taxonomy Calculation Linkbase
101.DEF **   XBRL Taxonomy Definition Linkbase
101.LAB **   XBRL Taxonomy Label Linkbase
101.PRE **   XBRL Taxonomy Presentation Linkbase

 

* In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed.

** Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

7
 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   
  AMERICAN COPPER CORP.
   
Date: September 23, 2013 /s/ Alexander Stanbury
  Alexander Stanbury
  President, Chief Executive Officer, Secretary,
  Treasurer, and Chief Financial Officer
  (Duly Authorized, Principal Executive and Principal Financial Officer)

 

 

8