UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q /A
Amendment No. 1
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
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: 001-08429
THUNDER MOUNTAIN GOLD, INC.
(Exact name of Registrant as specified in its charter)
Nevada 91-1031015 |
(State or other jurisdiction of (IRS identification No.) |
incorporation or organization) |
5248 W. Chinden Blvd |
|
|
Boise, Idaho |
| 83714 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(208) 658-1037 (Registrants Telephone Number, including Area Code) |
(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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes No
Number of shares of issuers common stock outstanding at August 16, 2011: 28,230,049
1
EXPLANATORY NOTE
Thunder Mountain Gold, Inc. is filing this Amendment No. 1 on Form 10-Q/A to its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Original Report formatted in Extensible Business Reporting Language (XBRL). This Amendment speaks as of the filing date of the Original Report and does not reflect events that may have occurred subsequent to the filing of the Original Report.
Item 6. Exhibits
(a)
Documents which are filed as a part of this report:
Exhibits:
31.1 Certification Required by Rule 13a-14(a) or Rule 15d-14(a). Collord(1)
31.2 Certification Required by Rule 13a-14(a) or Rule 15d-14(a). Jones(1)
32.1 Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Collord(1)
32.2 Certification required by Rule 13a-14(a) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. Jones(1)
101* The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on August 19, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) Statements of Cash Flows, and (iv) Notes to the Financial Statements ..
(1) Previously filed with Thunder Mountain Gold, Inc. Form 10-Q on August 19, 2011.
* In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
THUNDER MOUNTAIN GOLD, INC.
By /s/ E. James Collord________________
E. James Collord
President and Chief Executive Officer
Date: August 26, 2011
Pursuant to the requirements of the Securities Act of 1934 this report signed below by the following person on behalf of the Registrant and in the capacities on the date indicated.
By /s/ Eric T. Jones ___________________
Eric T. Jones
Secretary/Treasurer and Chief Financial Accounting Officer
Date: August 26, 2011
8
Consolidated Balance Sheets (USD $)
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Jun. 30, 2011
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Dec. 31, 2010
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Cash and cash equivalents | $ 11,504 | $ 298,232 | ||||||||||
Prepaid expenses and other assets | 17,458 | 23,118 | ||||||||||
Total current assets | 28,962 | 321,350 | ||||||||||
Property | 357,497 | [1] | 357,497 | [1] | ||||||||
Equipment, net of accumulated depreciation | 16,978 | 23,109 | ||||||||||
Mining leaseholds | 63,310 | 59,930 | ||||||||||
Total property, equipment and mining claims | 437,785 | 440,536 | ||||||||||
Deferred financing costs, net of accumulated amortization | 141,262 | 172,653 | ||||||||||
Total other assets | 141,262 | 172,653 | ||||||||||
Total assets | 608,009 | 934,539 | ||||||||||
Note payable - related party | 110,000 | Â | ||||||||||
Accounts payable and other accrued liabilities | 98,753 | 52,617 | ||||||||||
Total current liabilities | 208,753 | 52,617 | ||||||||||
Warrant liabilities | 772,965 | 1,589,171 | ||||||||||
Total liabilities | 981,718 | 1,641,788 | ||||||||||
Commitments and contingencies | [2] | [2] | ||||||||||
Common stock | 28,231 | [3] | 27,002 | [3] | ||||||||
Subscription receivable | (171,889) | [4] | [4] | |||||||||
Additional paid-in capital | 2,524,415 | 2,452,644 | ||||||||||
Less: 11,700 shares of treasury stock, at cost | (24,200) | (24,200) | ||||||||||
Deficit accumulated prior to 1991 | (212,793) | (212,793) | ||||||||||
Accumulated deficit during the exploration stage | (2,517,473) | (2,949,902) | ||||||||||
Total stockholders' equity (deficit) | (373,709) | (707,249) | ||||||||||
Total liabilities and stockholders' equity (deficit) | $ 608,009 | $ 934,539 | ||||||||||
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Document and Entity Information
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3 Months Ended |
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Jun. 30, 2011
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Document and Entity Information | Â |
Entity Registrant Name | Thunder Mountain Gold Inc |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2011 |
Amendment Flag | false |
Entity Central Index Key | 0000711034 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2011 |
Document Fiscal Period Focus | Q2 |
Entity Common Stock, Shares Outstanding | 28,230,049 |
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Related Party Disclosures
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3 Months Ended |
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Jun. 30, 2011
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Related Party Disclosures | Â |
Related Party Transactions Disclosure [Text Block] | Related Party Transactions
On April 27, May 26 and June 20, 2011, as approved under Board resolution, Mr. Collord, the Companys president and chief executive officer, made loans to the Company of $50,000, $25,000 and $35,000, respectively. The purpose of the bridge loans is to provide the Company operational capital to meet its day to day operational needs. The term of each loan is ninety days and these funds are to be repaid upon receipt of other financing generated through a private placement that commenced May 26, 2011 for the sale of common stock purchase warrants exercisable to common stock at a price to be determined at a later date by the President to be in the best interests of the Company. The Collords were given the option that any portion of the amount loaned could be convertible to Company stock. If the loans are not paid in full within the ninety days, the Company will deed 10 acres of surface estate only at their South Mountain property in payment of the loan. Interest accrues at the rate of one percent (1%) per month and the Company accrued $1,433 in interest expense related to the loans at June 30, 2011. |
Commitment and Contingencies
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3 Months Ended |
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Jun. 30, 2011
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Commitment and Contingencies | Â |
Commitments and Contingencies Disclosure [Text Block] | Commitments
On March 21, 2011, the Company signed an exploration agreement with Newmont Mining Corporation on the Trout Creek Project that significantly expands the Trout Creek target area. Newmonts private mineral package added to the Project surrounds the Companys claim group and consists of about 9,565 acres within a thirty-square mile Area of Influence defined in the agreement. Under the terms of the agreement, the Company is responsible for conducting the exploration program and is obligated to expend a minimum of $150,000 over the ensuing two years, with additional expenditures possible in future years. |
Subsequent Events
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3 Months Ended |
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Jun. 30, 2011
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Subsequent Events | Â |
Subsequent Events [Text Block] | Subsequent Events
On July 22, 2011, the Company engaged IBK Capital in Toronto, Ontario Canada, to raise up to Cdn$3M in an non-brokered private placement. The Company paid $12,500 in fees. Terms of the placement will be determined after IBK Capital completes their due diligence on the Company, which should take approximately 60 days. There will be finder`s fees associated with the financing.
On June 30, 2011, the Company sold one million units in a private placement to one individual. The units were priced at Cdn $0.17 per unit, and consisted of one share of common stock, and one full warrant to purchase a full share of common stock at Cdn$0.20 for two years. If the Company`s stock closes above Cdn$0.25 for a five consecutive days, then the Company has the right to force the holder to exercise the warrants.
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Accounting Policies
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Accounting Policies | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and Significant Accounting Policies [Text Block] | Summary of Significant Accounting Policies and Business Operations
Business Operations
Thunder Mountain Gold, Inc. (Thunder Mountain or the Company) was originally incorporated under the laws of the State of Idaho on November 9, 1935, under the name of Montgomery Mines, Inc. In April 1978, the Montgomery Mines Corporation was obtained by a group of the Thunder Mountain property holders and changed its name to Thunder Mountain Gold, Inc., with the primary goal to further develop their holdings in the Thunder Mountain Mining District, located in Valley County, Idaho. Thunder Mountain Gold, Inc. takes its name from the Thunder Mountain Mining District, where its principal lode mining claims were located. For several years, the Companys activities were restricted to maintaining its property position and exploration activities. During 2005, the Company sold its holdings in the Thunder Mountain Mining District. During 2007, the Company acquired the South Mountain Mines property in southwest Idaho and initiated exploration activities on that property.
Exploration Stage Enterprise
The Companys financial statements are prepared using the accrual method of accounting and according to, Accounting for Development Stage Enterprises, as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Companys existence. Until such interests are engaged in commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Thunder Mountain Resources, Inc. All significant intercompany accounts and transactions have been eliminated and any significant related party transactions have been disclosed.
Reclassifications
Certain reclassifications have been made to conform the prior periods data to the current presentation. These reclassifications have no effect on the results of reported operations or stockholders equity (deficit).
Basis of Presentation
The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Companys management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the six months ended June 30, 2011, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2011.
For further information, refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-K for the year ended December 31, 2010.
Going Concern
The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. The company is an exploration stage company and has incurred losses since its inception and its ability to continue as a going concern is dependent on the Companys ability to raise capital to fund its future exploration and working capital requirements. These factors raise substantial concern about the Companys ability to continue as a going concern. The Companys plans for the long-term return to and continuation as a going concern include financing the Companys future operations through sales of its common stock and the eventual profitable exploitation of its mining properties.
The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers cash in banks and highly liquid short-term investments with original maturities when acquired of three months or less to be cash and cash equivalents. The Companys cash was held in a Merrill Lynch money market fund on June 30, 2011, which may not be covered by insurance of the Federal Deposit Insurance Corporation (FDIC).
Fair Value Measures
ASC 820 requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instruments categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC prioritizes the inputs into three levels that may be used to measure fair value:
· Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. · Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. · Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Our financial instruments consist principally of cash. The table below sets forth our assets and liabilities measured at fair value, whether recurring or non-recurring and the fair value calculation input hierarchy level that we have determined applies to each asset and liability category.
For the warrant liabilities which are measured at fair value on a recurring basis, the Company uses the Black-Scholes valuation model with the following inputs as of June 30, 2011 and December 31, 2010:
Property and Equipment
Property and equipment are carried at cost. Depreciation is computed using straight-line depreciation methods with useful lives of three to seven years. Major additions and improvements are capitalized. Costs of maintenance and repairs, which do not improve or extend the life of the associated assets, are expensed in the period in which they are incurred. When there is a disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in net income.
Mining Properties and Claims The Company capitalizes costs for acquiring mineral properties and expenses costs to maintain mineral rights and leases as incurred. Exploration costs are expensed in the period in which they occur. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.
Income Taxes
The Company recognizes deferred income tax liabilities or assets at the end of each period using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company has evaluated all tax positions for open years and has concluded that it has no material unrecognized tax benefits. Management estimates the Companys effective tax rate for the year ending December 31, 2011 will be 0%.
Reclamation and Remediation
The Companys operations have been, and are subject to, standards for mine reclamation that have been established by various governmental agencies. The Company records the fair value of an asset retirement obligation as a liability in the period in which the Company incurs a legal obligation for the retirement of tangible long-lived assets. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability is adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation.
Determination of any amounts recognized upon adoption is based upon numerous estimates and assumptions, including future retirement costs, future inflation rates and the credit-adjusted risk-free interest rates.
For non-operating properties, the Company accrues costs associated with environmental remediation obligations when it is probable that such costs will be incurred and they are reasonably estimable. Such costs are based on managements estimate of amounts expected to be incurred when the remediation work is performed.
Share-Based Compensation
The Company requires all that share-based payments to employees and directors, including grants of employee stock options, be measured at fair value and expensed in the statement of operations over the service period. In addition to the recognition of expense in the financial statements, any excess tax benefits received upon exercise of options will be presented as a financing activity inflow rather than as an adjustment of operating activity as presented in prior years.
Net Income (Loss) Per Share
The Company is required to have dual presentation of basic earnings per share (EPS) and diluted EPS on the face of all income statements for all entities with complex capital structures. Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including warrants to purchase the Companys common stock.
As of June 30, 2011 and 2010, the remaining potentially dilutive common stock equivalents (warrants) not included in the calculation of diluted earnings per share as their effect would have been anti-dilutive are as:
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Equity
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Jun. 30, 2011
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Equity | Â | ||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | Stockholders Equity (Deficit) The Companys common stock is at $0.001 par value with 200,000,000 shares authorized. The Company also has 5,000,000 authorized shares of preferred stock with a par value of $0.001. No preferred shares have been issued. On September 14, 2010, the Company issued 78,000 units to Eric T. Jones at Cdn$.20 per Unit. The Company recognized a $10,559 and $450 gain on the change in the fair value of the Jones warrants as of June 30, 2011 and December 31, 2010, respectively. As the Companys functional currency is the U.S. Dollar and these warrants have an exercise price denoted in Canadian Dollars, derivative liability accounting is prescribed. On September 24, 2010, the Company issued 6,130,271 Units in a private placement offering for net proceeds of $995,737. The Company recognized an $894,112 and $38,054 gain on the change in the fair value of outstanding warrants as of June 30, 2011 and December 31, 2010, respectively. The deferred financing costs are amortized to the statement of operations over the life of the warrants using the straight-line method, which approximates the effective interest rate method. The Company recognized $31,391 in amortization of deferred financings costs for the six months ended June 30, 2011. As the Companys functional currency is the U.S. Dollar and these warrants have an exercise price denoted in Canadian Dollars, derivative liability accounting is prescribed. On May 10, 2010, the Company issued 1.25 million Units at $0.20 per Unit in a private placement for net proceeds of $250,000. The Company has allocated $145,316 of the proceeds from the private placement as a long term warrant liability and has recognized a $90,392 gain on the warrants at June 30, 2011 as a result of a change in fair value of those warrants. Certain anti-dilution provisions in these warrants cause them to be accounted for as a derivative liability. Under the terms of a consulting agreement between the Company and R. Scott Barter dated April 8, 2010, the Company issued approximately 128,000 shares in the current period to the R. Scott Barton 2005 Defined Contribution Plan utilizing the cashless exercise option of the agreement. As approved by the Board on April 4, 2011, the Company issued 50,000 shares of Company common stock each to Bill Ross and Saf Dhillon in exchange for consulting services. The total value of the stock issued and related expense on that date was $27,000. On June 26, 2011, the Company entered into a stock subscription agreement with Life Media Group AG with a subscription price of Cdn$0.17 per Unit for 1,000,000 Units. Each Unit is comprised of one share of common stock of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional share of common stock of the Company at a price of Cdn$0.20 per share for a two year period following closing at any time until the two year anniversary of the closing. The Company may require early exercise of the warrants in the event that the common shares trade at a weighted average price of Cdn$0.25 for five consecutive trading days. No payment was received by the Company at the time of the subscription. Using a Black-Scholes valuation method with the following inputs: current stock price of $0.20; exercise price of $0.2047600; expected term of two years; expected volatility of 229.3%; and a risk-free rate of 0.45% resulting in a liability related to the warrants of $178,831, the Company recognized a $44 loss on the change in the fair value of the warrants as of June 30, 2011.
The following is a summary of warrants as of June 30, 2011.
(1) Each Series A Warrant is exercisable at $.20 for one-half a Series B Warrant; each whole Series B Warrant is exercisable for one share of common stock.
Options:
Pursuant to a consulting agreement with R. Scott Barter, the Company issued 250,000 nonqualified options to purchase common stock with an exercise price of $0.20. Management has valued these options as of the date of issuance using a Black-Scholes valuation method with the following inputs: stock price of $0.19; exercise price of $0.20; expected term of three years; expected volatility of 243.31%; and a risk-free rate of 1.68% resulting in $45,000 compensation expense being recorded. These options were exercised during the six-months ended June 30, 2011 in a cashless manner resulting in the issuance of approximately 128,000 shares of common stock for $0 in cash. As of June 30, 2011 no options remain outstanding. |
Consolidated Statements of Operations (USD $)
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3 Months Ended | 6 Months Ended | 249 Months Ended | ||
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2011
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Royalties, net | Â | Â | Â | Â | $ 328,500 |
Gain on sale of property and mining claims | Â | Â | Â | Â | 2,576,112 |
Total revenue | Â | Â | Â | Â | 2,904,612 |
Exploration expenses | 66,901 | 50,771 | 120,737 | 112,785 | 1,863,557 |
Legal and accounting | 51,692 | 46,796 | 80,370 | 97,565 | 842,586 |
Management and administrative | 189,484 | 100,649 | 314,465 | 330,183 | 2,446,737 |
Directors' fees and professional services | Â | Â | Â | Â | 725,741 |
Depreciation and depletion | 3,065 | 3,097 | 6,129 | 6,161 | 130,863 |
Total expenses | 311,142 | 201,313 | 521,701 | 546,694 | 6,009,484 |
Interest and dividend income | 6 | Â | 53 | 12 | 283,980 |
Interest expense | (17,212) | (16,451) | (33,017) | (17,548) | (129,474) |
Gain (loss) on fair value of warrant liability | 517,065 | (12,500) | (995,020) | 12,500 | (1,002,809) |
Loss on common stock and warrants | (7,926) | Â | 7,926 | Â | 258,543 |
Gain on foreign currency translation | Â | 1,958 | Â | 1,958 | Â |
Gain on sale of securities | (7,926) | Â | 7,926 | Â | 258,543 |
Impairment of investments | Â | Â | Â | Â | 52,335 |
Total other income (expense) | 491,933 | (26,993) | 954,130 | (28,078) | 1,012,589 |
Net income (loss) before income taxes | 180,791 | (228,306) | 432,429 | (574,772) | (2,092,283) |
(Provision) for income taxes | Â | Â | Â | Â | (151,496) |
Net income (loss) | 180,791 | (228,306) | 432,429 | (574,772) | (2,243,780) |
Treasury stock cancelled | Â | Â | Â | Â | (273,694) |
Comprehensive income (loss) | $ 180,791 | $ (228,306) | $ 432,429 | $ (574,772) | $ (2,243,780) |
Net income (loss) per common share-basic and diluted | $ 0.01 | $ (0.01) | $ 0.02 | $ (0.03) | $ (0.15) |
Weighted average common shares outstanding-basic and diluted | 27,256,499 | 19,992,810 | 27,124,006 | 19,387,889 | 16,376,941 |