ARTISAN CONSUMER GOODS, INC.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
June 30, 2013
Commission File No.
000-54838
CASSIDY VENTURES INC.
(Exact name of registrant as specified in its charter)
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Nevada
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26-1240056
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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#204 - 1110 Finch Ave Wes
t
Toronto, Ontario
Canada M3J 3T6
(Address of principal executive offices, zip code)
(613) 482-4886
(Registrant’s telephone number, including area code)
#358 - 315 Place d’Youville
Montreal, Quebec
Canada H2Y 0A4
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
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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
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes
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No
x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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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. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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No
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At December 31, 2012, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $10,462,500. At October 11, 2013, there were 135,000,000 shares of the Registrant’s common stock, $0.001 par value per share, outstanding. At June 30, 2013, the end of the Registrant’s most recently completed fiscal year, there were 135,000,000 shares of the Registrant’s common stock, par value $0.001 per share, outstanding.
CASSIDY VENTURES INC.
TABLE OF CONTENTS
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Page No.
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| PART I | |||||
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Item 1.
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Business
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4 | |||
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Item 1A.
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Risk Factors
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14 | |||
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Item 1B.
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Unresolved Staff Comments
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14 | |||
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Item 2.
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Properties
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14 | |||
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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14 | |||
| PART II | |||||
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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15 | |||
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Item 6.
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Selected Financial Data
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16 | |||
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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F-1 | |||
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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| PART III | |||||
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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25 | |||
| PART IV | |||||
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Item 15.
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Exhibits and Financial Statement Schedules
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Signatures
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27 | ||||
2
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of Cassidy Ventures Inc., a Nevada corporation, contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
All references in this Form 10-K to the ”Company”, “Cassidy Ventures Inc.”, “we”, “us,” or “our” are to Cassidy Ventures Inc.
3
ORGANIZATION WITHIN THE LAST FIVE YEARS
On September 14, 2009, the Company was incorporated under the laws of the State of Nevada. We are engaged in the business of acquisition, exploration and development of natural resource properties.
Daniel Kramer served as the Company’s sole director for one day, September 14, 2009, which is the same date of our incorporation. Mr. Kramer is an employee of Val-U-Corp Services, Inc. (“Val-U-Corp”), which is a company which provides incorporation services in the state of Nevada, our state of incorporation. Linda Lamb, our current Secretary, Treasurer and a director, retained the services of Val-U-Corp for the purpose of incorporating our company. Nevada law requires that at least one director be named in a corporation’s Articles of Incorporation, upon filing with the Nevada Secretary of State. Mr. Kramer named himself a director in our Articles of Incorporation, solely for the purpose of meeting the statutory requirements in Nevada to file Articles of Incorporation, as part of Val-U-Corp’s incorporation’s services. On September 14, 2009, the date our Articles of Incorporation were filed, Mr. Kramer appointed Linda Lamb as a director and Mr. Kramer resigned as a director.
Keith Fredricks has served as our President since February 19, 2013. William Drury has served as our Secretary, Treasurer and sole director since February 19, 2013.
Edward Hayes served as our President, from July 30, 2010, until February 19, 2013. Linda Lamb served as our Secretary and Treasurer since September 14, 2009, until February 19, 2013, and was President from September 14, 2009 through July 30, 2010.
Our board of directors is comprised of one person: William Drury.
We are authorized to issue 256,000,000 shares of common stock, par value $.001 per share.
IN GENERAL
Cassidy Ventures, Inc. (the “Company”) was incorporated in the State of Nevada on September 14, 2009, and has acquired mineral properties located in the Thunder Bay mining district, Province of Ontario, Canada but has not yet determined whether these properties contain reserves that are economically recoverable. We are currently conducting mineral exploration activities on the Mobert Property in order to assess whether it contains any commercially exploitable mineral reserves. Currently there are no known mineral reserves on the Mobert Property.
We have not earned any revenues to date. Our independent auditor has issued an audit opinion which includes a statement raising substantial doubt as to our ability to continue as a going concern. The source of information contained in this discussion is our geology report prepared by Caitlin L Jeffs, P.Geo., of Fladgate Exploration Consulting, dated June 2011.
There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold, zinc and other minerals. We are presently in the exploration stage of our business and we can provide no assurance that any commercially viable mineral deposits exist on our mineral claims, that we will discover commercially exploitable levels of mineral resources on our property, or, if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final determination can be made as to whether our mineral claims possess commercially exploitable mineral deposits. If our claim does not contain any reserves all funds that we spend on exploration will be lost.
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ACQUISITION OF THE MOBERT PROPERTY
On June 17, 2011, we purchased a 100% undivided interest in a mineral claim known as the Mobert property for a price of $5,888. The claim is in good standing until September 23, 2013. The claim is registered in the name of Kelvin Michael Ladoucour, who is a prospector retained by the Company to stake the Company’s claim. Mr. Ladoucour holds the claim in trust for the Company.
We engaged Fladgate Exploration Consulting (“Fladgate”), to prepare a geological evaluation report on the Mobert Property. Caitlin L Jeffs, P.Geo., is the professional geologist at Fladgate who conduct the evaluation. Mr. Jeffs received her HBSc in Geology degree from the University of British Columbia in 2002.
The work completed by Mr. Jeffs in preparing the geological report consisted of a review of geological data from previous exploration within the region. The acquisition of this data involved the research and investigation of historical files to locate and retrieve data information acquired by previous exploration companies in the area of the mineral claim.
We received the geological evaluation report on the Mobert Property entitled “Mobert Property Review Report” prepared by Mr. Jeffs in April 2011. The geological report summarizes the results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of the prior exploration. The geological report also gives conclusions regarding potential mineralization of the mineral claims and recommends a further geological exploration program on the mineral claim. The description of the Mobert Property provided below is based on Mr. Jeffs’s report.
We commenced Phase 1 of the exploration program on August 1, 2012. Approximately, $4862 was expended on the Mobert Property between August 1, 2012 and September 21, 2012.
On September 21, 2012, the Company received its 2012 Soil Sampling Program report for soil sampling for the Mobert Property. The report, prepared by Fladgate Exploration Consulting Corporation, confirmed that soil samples were taken from the Mobert Property. The report states, in relevant part:
“B-horizon soil sampling was planned over roughly one quarter of the Property. A grid was created consisting of eleven lines spaced 100m apart, with a total of 141 planned samples spaced at 25m. Eight samples were unable to be taken due to ground conditions, leaving 133 samples taken in total.
All samples were prepared and analysed through Accurassay Laboratories, located in Thunder Bay, Ontario. All samples sent for analyses are dried at 60°C and subjected to a jaw crusher, proceeding afterwards through an 80-mesh sieve. Samples were analysed for gold, and the Accurassay procedure ALFA3 was selected for fire assay and ICP finish, with minimal sample needed (30g). Detection limits for ALFA3 range from 3 – 10,000ppb.
Results from the 2012 soil sampling program are pending.”
The Company has not received the 2012 soil sampling results.
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DESCRIPTION OF PROPERTY
The Mobert property is comprised of 1 mining claim totaling 12 units. The property covers a 1.2 km long portion of the Schreiber-Hemlo greenstone belt.
The primary commodity being explored for on the Mobert property is zinc and gold. Exploration in the past consisted of geological mapping, prospecting, airborne and ground magnetic and electromagnetic surveys and some soil sampling.
The Mobert property is located in the south central part of the Black River Area Township within the Thunder Bay Mining Division of Northwestern Ontario, Canada (Figure 1). The nearest towns are Manitouwadge 26 km to the north, Marathon 45 km to the southwest and White River 42 km to the southeast. The Hemlo Gold Camp is 23 km to the south-southwest along the TransCanada Highway.
The property is on NTS Sheet 42C13. The centre of the property has approximate geographic coordinates of 48°53’24.30”N, 85°50’44.44”W (UTM NAD83 Zone 16N 584614mE, 5415879mN). The Mobert property is comprised of 1 mining claim totaling 12 units and covering 190 hectares, 1.6km long by roughly 1.2km wide in a rectangular shape.
The property is situated in Northwestern Ontario at the west end of the Dotted Lake Property. Access to the property is a logging road that branches east from Highway 614 and passes north-easterly through the middle of the property (see Figure 1 below).
The nearest towns are Manitouwadge 26 km to the north, Marathon 45 km to the southwest and White River 42 km to the southeast. The Hemlo Gold Camp is 23 km to the south-southwest along the TransCanada Highway. A pool of skilled labour for mining and exploration is present in the communities of Manitouwadge, Marathon and White River. All three communities have housing and facilities for educational, commercial and leisure activities. The city of Thunder Bay, 400 km to the west, is the nearest large regional population centre with many services and amenities for industrial, educational and leisure activities. The airport at Thunder Bay has daily schedules flights to Toronto, Ottawa, Calgary and Winnipeg. The nearest railroad is the Canadian Pacific Railroad 20 km to the south along the TransCanada Highway. A Hydro One high voltage power transmission line passes 18 km south of the property.
The claim was staked on September 18, 2010 and recorded with the Ministry of Northern Development, Mines and Forestry, in the Province of Ontario, Canada, on September 23, 2010 under mining claim number 4256860.
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FIGURE 1: MOBERT PROPERTY CLAIMS
PHYSIOGRAPHY, CLIMATE, VEGETATION & WATER
The climate is characterized by long cold winters and hot summers. Average daily temperatures in summer range from 10° to 24°C and from 0° to -22°C in the winter months. In general, soil sampling, geological mapping and trenching programs are limited to the summer months. Snow cover and freezing conditions prevail from mid-November until late April and make transportation through the property easier for large equipment during the months when swampy wet ground is frozen and easier to move across.
The property is covered by lakes, swamps and low wooded hills. Elevations on the property vary from 380 to 450 m above sea level. A steep slope that is difficult to move down or up crosses the centre of the property in a north-easterly direction. The slope is shown in the topography on Figure 1. Vegetation is typical for a mixed boreal forest and the dominant tree species are spruce, balsam, jackpine, birch and poplar.
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FIGURE 2: REGIONAL LOCATION
Past documented exploration is summarized in Table 1. A high-grade zinc mineralization was first discovered in the area on Dotted Lake by trapper/prospector A. Fairservice in 1957. This discovery (the Fairservice zinc showing) occurred on the neighbouring Dotted Lake Property and being exploration in the area. In the 1960’s several geophysical surveys were completed on the Mobert Property and geologic mapping was completed by the OGS over the entire Black River area. In 1983, a combined VLF and magnetometer survey was done on the property. Most recently geological mapping and whole rock geochemical sampling was completely in 1993.
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Recent exploration on the adjacent Dotted Lake property has discovered a previously unknown gold occurrence. In 2008 and 2009 soil sampling and prospecting was carried out on the Dotted Lake Property, which returned positive results for gold on the Dotted Lake property. The following year, a trenching and prospecting program was completed by Fladgate Exploration for Rouge Resources. Four trenches were cut following up on soil anomalies returned in the 2008 and 2009 programs and prospecting.
Table 1: Past Exploration at Mobert Property
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Year
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Operator
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Work
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Principal Reference
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1957
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A. Fairservice
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Discovery of nearby Fairservice showing, sampling and trenching
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MNDMF Mineral Deposits Inventory (MDI)
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1965
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Carravelle Mines Ltd.
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Combined VLF and magnetometer surveys
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Domsalski, W., 1965
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1965
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Selco Exploration Ltd.
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Airborne geophysical survey
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Lazenby, P.G., 1965
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1968
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Ontario Department of Mines
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Geological mapping of Black River area
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Milne, V.G., 1968
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1983
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Adnaron Minerals Ltd.
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Combined VLF and magnetometer surveys
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Ferderber, H., 1983
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1993
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Noranda Minerals Inc.
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Geologic mapping, whole rock geochemical sampling
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Charlton, G., 1993
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REGIONAL GEOLOGY
Information on the regional and area geology is mainly from government sources, maps and reports (Milne 1968, Sirgusa 1986). The property is situated in the Wawa sub-province of the Superior province of the Canadian Shield (Figure 3). All rocks are of Archaean age, with the exception of Proterozoic diabase dykes. The claim covers a portion of the north eastern part of the Schreiber-Hemlo Greenstone Belt. The eastern segment is subdivided into the 2.77 billion year old Hemlo-Black River assemblage to the northeast and the 2.7 billion year old Heron Bay Assemblage to the southwest. The assemblages are separated by the Lake Superior-Hemlo fault zone. The primary rock type of the Hemlo-Greenstone Black River assemblage is mafic volcanics. Felsic and intermediate volcanic rocks and clastics overlie the mafic volcanics. The belt is intruded by numerous felsic granitoids. Several stages of regional folding occurred in the belt, the latest stage is the most pervasive and occurred contemporaneous to, or predated, the intrusion of the granitoid bodies.
LOCAL GEOLOGY
Local geological data is taken from government reports (Milne 1968, McKay 1994) and from exploration work by Clear Mines Ltd. (Symonds, 1983) and also from drill holes completed by Noranda in 1991 (Degagne 1991) and are supplemented by Andre M. Pauwels NI 43-101 technical report (Pauwels, 2005). The Mobert property claim covers both the northern felsic units and the Dotted Lake Arm portion of the Schreiber-Hemlo Greenstone Belt (Figure 4).
The predominant rock type in the area is foliated, fine grained, dark green, amphibole rich metavolcanic rock. Medium and coarse grained amphibolites are less common and occasional remnant pillow textures have been observed indicating a submarine depositional environment. Small sills and dykes of granitoid rocks are common in the volcanic rocks. A few thin (1 cm to 30 cm) layers of intermediate to felsic volcanic tuffs were observed in the area just north of Dotted Lake in the general vicinity of the Fairservice showing (Pauwels, 2005). A small patch of intermediate volcanics is indicated on Milne’s map (Milne 1968) in the same area and short sections of felsic volcanic rocks were intersected in the Noranda drill holes (Degagne 1991). Magnetite, pyrrhotite-rich and garnetiferous amphibolitic iron formation is reported from drill holes 2 and 3 drilled by Noranda and contains massive sphalerite at the Fairservice showing. These horizons, although volumetrically a small proportion of the rocks in the area, appear to be continuous along strike within the metavolcanic rocks according to geophysical surveys. Foliation of the metavolcanic rock is persistently east-northeasterly trending within an isoclinal syncline within the metavolcanics of the Dotted Lake Arm. This syncline appears to plunge to the west-southwest. The metamorphism within the belt is amphibolite grade.
To the east mafic and ultramafic intrusive complex of gabbro, peridotite and serpentinized peridotite intruded along the southern flank of the mafic volcanics. Ground magnetic surveys in the area indicate that this complex extends 800m further to the west than indicated on OGS Map 3086 (Siragusa 1986). This area is covered by overburden. Granitoid rocks of the Dotted Lake Batholith outcrop to the south. The granatoids are pink to light pink in colour, foliated and medium grained, and appear to intrude both the metavolcanics and mafic/ultramafic rocks.
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LOCAL ALTERATION AND MINERALIZATION
Pervasive alteration has not been found over large spans in the area. Small segments of bleached and epidotized amphibolite are described in the Noranda drill holes at the contact of iron formations intersected and in descriptions of the Fairservice showing.
Mineralization to the east of the Mobert Property was first discovered at the Fairservice zinc showing. The showing was described in detail by M. Smyk (McKay 1994). According to Smyk, the showing is hosted within a narrow band (up to 80 cm wide) of iron formation within mafic volcanic rock. It is described as follows:
“The mineralized zone occurs in the mafic volcanics and is oriented parallel to both the host rock foliation and the elongation direction of the pillows. The host metavolcanics become noticeably altered within 1 m of the mineralized zone.”
The mineralization is further described to be exposed over a maximum 20 m length and to contain sphalerite, magnetite, amphibole and disseminated garnet. The southern contact of the mineralization is a 1 m to 2 m thin felsic dyke, in part with the appearance of fissile sericite schist. The mineralization was interpreted by McKay to be hosted by iron formation which can be seen in intermittent outcrops over 200 m to the east of the showing. Grab samples from this iron formation reported by Smyk showed low anomalous zinc values.
Several rock samples at the OGS in Thunder Bay show a 2 cm band of massive, coarsely crystalline, dark brown sphalerite (35%) adjacent to well aligned coarse grains of magnetite (25%) intermixed with coarse crystals of sphalerite and a matrix of dark green amphibole and chlorite (40%) and a small amount of disseminated phyrrotite and chalcopyrite. A grab sample reported by Smyk (in McKay 1994) contained 9.44% Zn, 0.012% Cu, and 0.006 oz per ton gold.
One other zinc occurrence hosted in iron formation is reported from the Dotted Lake Arm. This occurrence, called the Brinklow zinc showing, is located approximately 6 km to the southwest of the Fairservice showing. The Brinklow showing was drilled by Noranda in 1994 with no significant results (Lockwood 1994).
The occurrence of massive sulphide bands hosted in an exhalative sedimentary unit within sea floor volcanic rocks with a component of intermediate to felsic volcanic rock classifies the mineralization as a metamorphosed volcanogenic massive sulphide (VMS) type of occurrence.
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Figure 3: Geological Subprovinces of the Canadian Shield
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Figure 4: Property Geology
The Mobert Property has no plant and equipment, infrastructure or other facilities, and there is currently no exploration of the Mobert Property. We have incurred $87,516 in operating costs, and an additional $5,888 in property acquisition, as at June 30, 2012 We expect to incur $94,000 of exploration costs to complete Phases 1, 2 and 3 of our Plan of Operation, with Phase 3 being Positive areas of the Mobert Property being diamond drill tested. There is no source of power or water on the Mobert Property that can be utilized.
Not less than $4,800 had to have been expended on the Mobert Property prior to September 23, 2014 to keep the claim in good standing for an additional year. No other permits are required for us to perform the exploration activities on the Mobert Property.
12
Approximately, $4,862 was expended on the Mobert Property between August 1, 2012 and September 21, 2012.
On September 21, 2012, the Company received its 2012 Soil Sampling Program report for soil sampling for the Mobert Property. The report, prepared by Fladgate Exploration Consulting Corporation, confirmed that soil samples were taken from the Mobert Property. The report states, in relevant part:
“B-horizon soil sampling was planned over roughly one quarter of the Property. A grid was created consisting of eleven lines spaced 100m apart, with a total of 141 planned samples spaced at 25m. Eight samples were unable to be taken due to ground conditions, leaving 133 samples taken in total. . . .
All samples were prepared and analysed through Accurassay Laboratories, located in Thunder Bay, Ontario. All samples sent for analyses are dried at 60°C and subjected to a jaw crusher, proceeding afterwards through an 80-mesh sieve. Samples were analysed for gold, and the Accurassay procedure ALFA3 was selected for fire assay and ICP finish, with minimal sample needed (30g). Detection limits for ALFA3 range from 3 – 10,000ppb. . . .
Results from the 2012 soil sampling program are pending.”
The Company has not received the 2012 soil sampling results.
CONDITIONS TO RETAIN TITLE TO THE CLAIM
Provincial and Federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with Federal regulations, the Mobert property is in good standing to September 23, 2014. Not less than $4,800 had to have been expended on the Mobert property prior to September 23, 2014 to keep the claim in good standing for an additional year.
COMPETITIVE CONDITIONS
The mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for minerals. We are a very early stage mineral exploration company and a very small participant in the mineral exploration business. Being a junior mineral exploration company, we compete with other companies like ours for financing and joint venture partners. Additionally, we compete for resources such as professional geologists, camp staff, helicopters and mineral exploration supplies.
GOVERNMENT APPROVALS AND RECOMMENDATIONS
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in Ontario specifically.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
We currently have no costs to comply with environmental laws concerning our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our initial programs do not require any reclamation or remediation other than minor clean up and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extent of the exploration program we will undertake, beyond completion of the recommended three phases described above. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered.
13
EMPLOYEES
We currently have no employees other than our directors. We intend to retain the services of geologists, prospectors and consultants on a contract basis to conduct the exploration programs on our mineral claims and to assist with regulatory compliance and preparation of financial statements.
OUR EXECUTIVE OFFICES
Our executive offices are located at #204 - 1110 Finch Ave. West, Toronto, Ontario, Canada M3J 3T6.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
None.
Our current business address is #204 - 1110 Finch Ave. West, Toronto, Ontario, Canada M3J 3T6. We believe that this space is adequate for our current needs. Our telephone number is (613) 482-4886.
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
None.
14
Since March 30, 2012, our shares of common stock have been quoted on the OTC Bulletin Board and the OTCQB, under the stock symbol “CSVN”. The following table shows the reported high and low closing bid prices per share for our common stock based on information provided by the OTCQB. The over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
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BID PRICE PER SHARE
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HIGH
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LOW
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Three Months Ended September 30, 2013
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$ | 5.00 | $ | 4.95 | ||||
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Three Months Ended June 30, 2013
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$ | 5.00 | $ | 4.95 | ||||
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Three Months Ended March 31, 2013
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$ | 7.00 | $ | 1.55 | ||||
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Three Months Ended December 31, 2012
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$ | 0.55 | $ | 0.01 | ||||
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Three Months Ended September 30, 2012
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$ | 0.55 | $ | 0.01 | ||||
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Three Months Ended June 30, 2013
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$ | 0.55 | $ | 0.01 | ||||
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Three Months Ended March 31, 2012
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$ | 0.55 | $ | 0.01 | ||||
HOLDERS
As of the date of this report, there were 31 holders of record of our common stock.
DIVIDENDS
Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.
TRANSFER AGENT
Our transfer agent is Empire Stock Transfer of Henderson, Nevada. Their address is 1859 Whitney Mesa Dr., Henderson, Nevada 89014 and their telephone number is (702) 818-5898.
HOLDERS
As of June 30, 2013 the Company had 135,000,000 shares of common stock issued and outstanding held by 31 holders of record.
DIVIDENDS
Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.
15
RECENT SALES OF UNREGISTERED SECURITIES
None.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We have not established any compensation plans under which equity securities are authorized for issuance.
PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS
We did not purchase any of our shares of common stock or other securities during the year ended June 30, 2013.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
RESULTS OF OPERATIONS
We have generated no revenues since September 14, 2009 (inception).
We incurred $119,789 in operating expenses for the year ended 2013. These expenses were comprised of $75,000 in consulting fee expense, $13,500 in management fees and rent, $8,474 in exploration expense, $15,356 in professional fees and $7,459 in general and administrative costs. During the fiscal year ended June 30, 2012, we incurred $18,000 in management fees and rent, $26,130 in professional fees and $4,578 in general and administrative costs.
At June 30, 2013, we incurred an impairment loss of $5,888. We incurred net losses of $125,677 and $48,708 for the years ended June 30, 2013 and 2012, respectively. Our net loss since inception (September 19, 2009) through June 30, 2013 is $213,193. The following table provides selected financial data about our company for the years ended June 30, 2013 and 2011.
|
Balance Sheet Data
|
June 30,
2013
|
June 30,
2012
|
||||||
|
Cash and Cash Equivalents
|
$ | -0- | $ | 6,982 | ||||
|
Total Assets
|
$ | - | $ | 12,870 | ||||
|
Total Liabilities
|
$ | 102,693 | $ | 3,386 | ||||
|
Shareholders’ Equity (Deficit)
|
$ | (102,693 | ) | $ | 9,484 | |||
16
GOING CONCERN
Cassidy Ventures Inc. is an exploration stage company and currently has no operations. Our independent auditor has issued an audit opinion for Cassidy Ventures which includes a statement raising substantial doubt as to our ability to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at June 30, 2013 was $0 with $102,693 in outstanding liabilities. Total expenditures over the next 12 months are expected to be approximately $35,000. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.
PLAN OF OPERATION
Our plan of operation for the twelve months is to complete the first and second phases of the three phased exploration program on our claim. In addition to the $19,000 we anticipate spending for the first two phases of the exploration program as outlined below, we anticipate spending an additional $16,000 on general and administration expenses including fees payable in connection with complying with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $35,000. If we experience a shortage of funds prior to funding we may utilize funds from our directors, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to the company.
Phase 1: Localized soil surveys, trenching and sampling over known and indicated mineralized zones.
Phase 2: VLF-EM and magnetometer surveys.
Phase 3: Positive areas will need to be diamond drill tested. The amount of drilling will depend on the success of phase 1 and 2.
BUDGET
| $ | ||||
|
Phase 1
|
7,000 | |||
|
Phase 2
|
12,000 | |||
|
Phase 3
|
75,000 | |||
|
Total
|
94,000 | |||
We commenced Phase 1 of the exploration program on August 1, 2012. Approximately, $4862 was expended on the Mobert Property between August 1, 2012 and September 21, 2012.
On September 21, 2012, the Company received its 2012 Soil Sampling Program report for soil sampling for the Mobert Property. The report, prepared by Fladgate Exploration Consulting Corporation, confirmed that soil samples were taken from the Mobert Property. The report states, in relevant part:
“B-horizon soil sampling was planned over roughly one quarter of the Property. A grid was created consisting of eleven lines spaced 100m apart, with a total of 141 planned samples spaced at 25m. Eight samples were unable to be taken due to ground conditions, leaving 133 samples taken in total. . . .
All samples were prepared and analysed through Accurassay Laboratories, located in Thunder Bay, Ontario. All samples sent for analyses are dried at 60°C and subjected to a jaw crusher, proceeding afterwards through an 80-mesh sieve. Samples were analysed for gold, and the Accurassay procedure ALFA3 was selected for fire assay and ICP finish, with minimal sample needed (30g). Detection limits for ALFA3 range from 3 – 10,000ppb. . . .
Results from the 2012 soil sampling program are pending.”
17
The Company has not received the 2012 soil sampling results.
Following phase one of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with phase two of our exploration program. Subject to the results of phase 1, we anticipate commencing with phase 2 in summer 2014. We will require additional funding to proceed with phase 3 work on the claim; we have no current plans on how to raise the additional funding. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with any work after the first two phases of the exploration program.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
18
LBB & ASSOCIATES LTD., LLP
10260 Westheimer Road, Suite 310
Houston, TX 77042
Phone: (713) 800-4343 Fax: (713) 456-2408
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Cassidy Ventures, Inc.
(An Exploration Stage Company)
Carson City, Nevada
We have audited the accompanying balance sheets of Cassidy Ventures, Inc. (the “Company” as of June 30, 2013 and 2012 and for the period from September 14, 2009 (Inception) through June 30, 2013, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the two years then ended. Cassidy Ventures, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cassidy Ventures, Inc. as of June 30, 2013 and 2012, and the results of its operations and its cash flows for each of the two years then ended and for the period from September 14, 2009 (Inception) through June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 3 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2014 raise substantial doubt about its ability to continue as a going concern. The 2013 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ LBB & Associates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas
October 14, 2013
F-1
|
CASSIDY VENTURES INC.
|
|
(An Exploration Stage Company)
|
|
|
|
June 30,
2013
|
June 30,
2012
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets
|
||||||||
|
Cash and cash equivalents
|
$ | - | $ | 6,982 | ||||
|
Total current assets
|
- | 6,982 | ||||||
|
Other Assets
|
||||||||
|
Mining Claim
|
- | 5,888 | ||||||
|
Total other assets
|
- | 5,888 | ||||||
|
TOTAL ASSETS
|
$ | - | $ | 12,870 | ||||
|
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current Liabilities
|
||||||||
|
Accounts payable and accrued expenses
|
$ | 82,773 | $ | 3,366 | ||||
|
Shareholder advances
|
19,920 | 20 | ||||||
|
Total current liabilities
|
102,693 | 3,386 | ||||||
|
TOTAL LIABILITIES
|
102,693 | 3,386 | ||||||
|
STOCKHOLDERS' EQUITY/(DEFICIT)
|
||||||||
|
Common stock, 0.001 par value, 256,000,000 shares
|
||||||||
|
authorized; 135,000,000 shares issued and outstanding at
|
||||||||
|
June 30, 2013 and 2012 respectively
|
135,000 | 135,000 | ||||||
|
Additional paid-in capital
|
(24,500 | ) | (38,000 | ) | ||||
|
Deficit accumulated during exploration stage
|
(213,193 | ) | (87,516 | ) | ||||
|
TOTAL STOCKHOLDERS' EQUITY(DEFICIT)
|
(102,693 | ) | 9,484 | |||||
|
TOTAL LIABILITITES & STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | - | $ | 12,870 | ||||
F-2
|
CASSIDY VENTURES INC.
|
||||||||||||
|
(An Exploration Stage Company)
|
||||||||||||
|
|
||||||||||||
|
|
||||||||||||
|
Inception
|
||||||||||||
|
(September 14, 2009)
|
||||||||||||
|
Year Ended
|
Year Ended
|
Through
|
||||||||||
|
June 30,
2013
|
June 30,
2012
|
June 30,
2013
|
||||||||||
|
Operating Costs
|
||||||||||||
|
Consulting fee expense
|
$ | 75,000 | $ | - | $ | 75,000 | ||||||
|
Management Fees and Rent
|
13,500 | 18,000 | 63,000 | |||||||||
|
Exploration Expense
|
8,474 | - | 8,474 | |||||||||
|
Professional fees
|
15,356 | 26,130 | 48,340 | |||||||||
|
General and Administative
|
7,459 | 4,578 | 12,491 | |||||||||
|
Loss from operations
|
(119,789 | ) | (48,708 | ) | (207,305 | ) | ||||||
|
Other Income and (expense)
|
||||||||||||
|
Impairment loss
|
(5,888 | ) | - | (5,888 | ) | |||||||
|
Net Loss
|
$ | (125,677 | ) | $ | (48,708 | ) | $ | (213,193 | ) | |||
|
Basic and diluted loss per share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted average number of
|
||||||||||||
|
common shares outstanding: Basic and diluted
|
135,000,000 | 135,000,000 | ||||||||||
F-3
|
CASSIDY VENTURES INC.
(An Exploration Stage Company) Statements of Stockholder's Equity (Deficit) |
|
Common
Stock
|
Common
Stock
|
Additional
Paid-in Capital
|
Deficit
Accumulated
|
Total
|
||||||||||||||||
|
Stock issued to founders for cash
|
100,000,000 | $ | 100,000 | $ | (95,000 | ) | $ | - | $ | 5,000 | ||||||||||
|
Stock issued for cash
|
35,000,000 | 35,000 | 7,500 | - | 42,500 | |||||||||||||||
|
Donated services
|
- | - | 13,500 | - | 13,500 | |||||||||||||||
|
Net loss
|
- | - | - | (13,520 | ) | (13,520 | ) | |||||||||||||
|
Balance, June 30, 2010
|
135,000,000 | 135,000 | (74,000 | ) | (13,520 | ) | 47,480 | |||||||||||||
|
Donated services
|
- | - | 18,000 | - | 18,000 | |||||||||||||||
|
Net loss
|
- | - | - | (25,288 | ) | (25,288 | ) | |||||||||||||
|
Balance, June 30, 2011
|
135,000,000 | 135,000 | (56,000 | ) | (38,808 | ) | 40,192 | |||||||||||||
|
Donated services
|
- | - | 18,000 | - | 18,000 | |||||||||||||||
|
Net loss
|
- | - | - | (48,708 | ) | (48,708 | ) | |||||||||||||
|
Balance, June 30, 2012
|
135,000,000 | 135,000 | (38,000 | ) | (87,516 | ) | 9,484 | |||||||||||||
|
Donated services
|
13,500 | 13,500 | ||||||||||||||||||
|
Net loss
|
(125,677 | ) | (125,677 | ) | ||||||||||||||||
|
Balance June 30, 2013
|
135,000,000 | $ | 135,000 | $ | (24,500 | ) | $ | (213,193 | ) | $ | (102,693 | ) | ||||||||
F-4
|
CASSIDY VENTURES INC.
|
||||||||
|
(An Exploration Stage Company)
|
||||||||
|
|
||||||||
|
Inception
|
||||||||||||
|
(September 14, 2009)
|
||||||||||||
|
Year Ended
|
Year Ended
|
Through
|
||||||||||
|
June 30,
2013
|
June 30,
2012
|
June 30,
2013
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net loss
|
$ | (125,677 | ) | $ | (48,708 | ) | $ | (213,193 | ) | |||
|
Adjustments to reconcile net loss to net cash
|
||||||||||||
|
provided by (used in) operating activities:
|
||||||||||||
|
Donated services
|
13,500 | 18,000 | 63,000 | |||||||||
|
Impairment loss
|
5,888 | - | 5,888 | |||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Accounts payable and accrued expenses
|
79,407 | (1,689 | ) | 82,773 | ||||||||
|
Net cash used in operating activities
|
(26,882 | ) | (32,397 | ) | (61,532 | ) | ||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Acquisition of mining claim
|
- | - | (5,888 | ) | ||||||||
|
Net cash used in investing activities
|
- | - | (5,888 | ) | ||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds from shareholder advances
|
19,900 | - | 19,920 | |||||||||
|
Issuance of common stock for cash
|
- | - | 47,500 | |||||||||
|
Net cash provided by financing activities
|
19,900 | - | 67,420 | |||||||||
|
Net change in cash
|
(6,982 | ) | (32,397 | ) | - | |||||||
|
Cash and cash equivalents at beginning of period
|
6,982 | 39,379 | - | |||||||||
|
Cash and cash equivalents at end of period
|
$ | - | $ | 6,982 | $ | - | ||||||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
|
Cash paid during year for :
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income Taxes
|
$ | - | $ | - | $ | - | ||||||
F-5
Cassidy Ventures, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
Cassidy Ventures, Inc. (the “Company”) was incorporated in the State of Nevada on September 14, 2009, and its year end is June 30. The Company is “An Exploration Stage Company” as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 918,
Development Stage Entities
with no revenues and limited operating history
.
The Company has acquired mineral properties located in the Thunder Bay mining district, Province of Ontario, Canada but has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the properties will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying properties, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements and to complete the development of the properties and upon future profitable production or proceeds from the sale thereof.
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.
Basic Earnings (loss) per Share
The Company computes net income (loss) per share in accordance with ASC 260,
Earnings per Share.
ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
F-6
Cassidy Ventures, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Mineral Property Costs
The Company has been in the exploration stage since its formation on September 14, 2009 and has not yet realized any revenues from its planned operations. All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Income Taxes
Income taxes are provided in accordance with ASC 740,
Income Taxes
. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
F-7
Cassidy Ventures, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. On occasion transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss).
Fair Value of Financial Instruments
The carrying amount of cash and current liabilities approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgement and therefore cannot be determined with precision. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study of the Company’s commitments to plan of action based on the then known facts.
Stock Based Compensation
The Company records stock-based compensation using the fair value method of valuing stock options and other equity-based compensation issued. The Company has not granted any stock options since its inception. Accordingly, no stock-based compensation has been recorded.
Start-Up expenses
As a start-up company, the costs associated with start-up activities are expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses for the period from September 14, 2009 (inception) through June 30, 2013.
F-8
Cassidy Ventures, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $213,193 as at June 30, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or private placement of common stock.
There is no guarantee that the Company will be able to raise any capital through any type of offering.
On February 1, 2013, the Company entered into a 24 month consulting agreement with William Drury, an Officer of this Company and WICAWIBE LLC. 297 President Street, Brooklyn, NY 11231. The agreement ends on February 1, 2015 and the monthly fee is $15,000. Mr Drury has agreed to defer payment of said fees until the Company receives additional operating capital or upon completion of this agreement. As of June 30, 2013, the accrued expense is $75,000.
The officer of the Company could become involved in other business activities as they become available. This could create a conflict between the Company and the other business interests. The Company has not formulated a policy for the resolution of such a conflict should one arise.
Shareholder advances from a related party as of June 30, 2013 are $19,920.
The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes and (b) net operating costs carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverably taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward and accrued expenses has been recognized as it is not determined likely to be realized.
F-9
Cassidy Ventures, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
The provision for refundable Federal income tax consists of the following for the periods ending:
|
June 30,
2013
|
June 30,
2012
|
|||||||
| Federal income tax benefit attributable to: | ||||||||
| Deferred tax benefits –accrued expenses | $ | 25,500 | - | |||||
| Net operating loss | $ | 15,228 | $ | 16,561 | ||||
| Less, change in valuation allowance | $ | (40,728 | ) | $ | (16,561 | ) | ||
| Net benefit | - | - | ||||||
|
June 30,
2013
|
June 30,
2012
|
|||||||
| The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount as follows | ||||||||
| Deferred tax attributed: | ||||||||
| Net operating loss carryover and accrued expenses | $ | 40,728 | $ | 25,161 | ||||
| Less valuation allowance | (40,728 | ) | (25,161 | ) | ||||
| Net Deferred Tax Asset | $ | - | $ | - | ||||
On June 30, 2013 the Company had an unused net operating loss carry-forward of approximately $132,305 that is available to offset future taxable income; the loss carry-forward will start to expire in 2031. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
On June 17, 2011, the Company paid $5,888 for the property acquisition of claim # 4256860 in the Thunder Bay mining district of, Ontario, Canada. During the period ended June 30, 2013, the Company recognized an impairment loss of $5,888 on the mining claim.
F-10
Cassidy Ventures, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
June 30, 2013
On October 6, 2009 the Company issued 100,000,000 shares of common stock at $0.001 per share, par value, to the founders of the Company for net cash proceeds of $5,000.
Between October 27 and November 12, 2009 the Company issued 15,000,000 shares of common stock at $0. 01 per share to various investors, for net cash proceeds of $7,500.
Between February 23 and March 26, 2010, the Company issued 10,000,000 shares of common stock at $0. 01 per share to various investors, for net cash proceeds of $5,000.
Between April 22 and May 28, 2010 the Company issued 8,000,000 shares of common stock at $0.05 per share, to various investors for net cash proceeds of $20,000.
On June 25, 2010 the Company issued 2,000,000 shares of common stock at $0.10 per share to two investors for net cash proceeds of $10,000.
On March 6, 2013, the Company declared a stock dividend of nineteen (19) shares of common stock at par value of $0.001 per share, to all shareholders of record as of this date, effective 10 days after notification to the Financial Industry Regulatory Authority (“FINRA”).
On March 7, 2013, the Company authorized an Amendment to the Articles of Incorporation, allowing the Company to issue up to a maximum of two hundred and fifty six million (256,000,000) shares of common stock at a par value of $0.001 per share.
As of June 30, 2013 there are 256,000,000 shares of common stock at par value of $0.001 per share authorized and 135,000,000 issued and outstanding.
The stock dividend has been shown retroactively.
The Company evaluated all events or transactions that occurred after June 30, 2013 up through the date these financial statements were available for issuance. During this period, the Company did not have any material recognizable subsequent events.
F-11
None.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of June 30, 2013.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
As of June 30, 2013, management assessed the effectiveness of our internal control over financial reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;
·
Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement.
In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed only by William Drury, our Secretary, Treasurer and sole Director, who also serves as our principal executive officer, principal financial officer and principal accounting officer, Mr. Drury concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.
19
This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our President, Chief Executive Officer, Treasurer and Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of June 30, 2013.
Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.
There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year ended June 30, 2013 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
None.
20
Our executive officer’s and director’s and their respective age’s as of June 30, 2013 are as follows:
|
Name
|
Age
|
Positions and Offices
|
||
|
Keith Fredricks
|
57
|
President
|
||
|
William Drury
|
51
|
Secretary, Treasurer and Director
|
The directors named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
KEITH FREDRICKS, AGE 57
Mr. Fredricks has served as our President since February 19, 2013. Mr. Fredricks is the founder and CEO of General 3D Corp. and creator of 3DF33D technology for stereoscopic video streaming using HTML5 technology. Mr. Fredricks has a background in stereoscopic video going back over 25 years. In the early 1980s, Mr. Fredricks created a 3D digitizer using stereoscopic structured light processing for digital cameras. He founded the Virtual Reality Lab at Cray Research, building systems for tracking, gesture recognition and stereoscopic visualization including the first commercial massively parallel rendering and animation system. Mr. Fredricks was also CTO at several multimedia Web startups and ran R&D for NewSight, an autostereoscopic display manufacturer where he introduced real time 2 view to multiview conversion and glasses-free multiview 3D videoconferencing.
WILLIAM DRURY, AGE 51
Mr. Drury has served as our secretary, Treasurer and sole Director since February 19, 2013. Mr. Drury also serves as President and sole Director of Century Gold Ventures Inc. Mr. Drury has over 15 years of executive level experience in a wide range of disciplines. Mr. Drury is President at General 3D Corp. Previously, Mr. Drury served as President of Quantum Genomics Corp., an international biochemical development business based in Paris, France. Mr. Drury has also served as Director of Production and Content Services at NewSight Corp., a software and hardware company that invents, manufactures, markets and sells auto stereoscopic LCD and Plasma displays and content. Prior to his time at NewSight, Mr. Drury was the Vice President of Production at VRex, a stereoscopic visualization technology company. At VRex, Mr. Drury designed, constructed, and staffed one of the first full time true 3D stereoscopic production facilities in the world, creating content for clients, such as, the United States Army, Merck, Merrill Lynch, and Pfizer. At VRex Mr. Drury’s work was instrumental in the sale of VRex to the Malaysian Government for inclusion in their Cyber Jaya Technology Park. Mr. Drury holds degrees from Boston University and Baruch College. Mr. Drury is also member of the boards of directors of Quantum Genomics Corporation, ICN Corporation and Global Oxygen Development Corp.
21
TERM OF OFFICE
All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of two members, neither of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
SIGNIFICANT EMPLOYEES AND CONSULTANTS
Other than our officers and directors, we currently have no other significant employees.
AUDIT COMMITTEE AND CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended June 30, 2013, none of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.
22
CODE OF ETHICS
The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it has only commenced operations.
The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended June 30, 2013 and 2010:
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to our Officers for all services rendered in all capacities to us as of the year ended June 30, 2013, for the fiscal year ended as indicated.
|
Name and
Principal
Position
|
Year
|
Salary($)
|
Bonus($)
|
Stock
Awards($)
|
Option
Awards($)
|
Non-Equity
Incentive
|
Nonqualified
Deferred
|
All Other
Compensation($)
|
Total($)
|
|||||||||||||||||||||||||
|
Keith Fredricks (1)
|
2013
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
|
William Drury (2)
|
2013
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
|
Edward Hayes (3)
|
2013
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
|
Linda Lamb (4)
|
2013
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
___________
(1) Appointed President on February 19, 2013.
(2) Appointed Secretary, Treasurer and Director on February 19, 2013. On February 1, 2013, the Company entered into a 24 month consulting agreement with William Drury, and WICAWIBE LLC, an entity controlled by Mr. Drury, pursuant to which the company has agreed to pay Mr. Drury a monthly fee of $15,000. The agreement terminated on February 15, 2015. Mr Drury has agreed to defer payment of said fees until the Company receives additional operating capital or upon completion of this agreement. As of June 30, 2013, the accrued expense is $75,000.
(3) Served as President from July 10, 2010 until February 19, 2103. Served as Director from July 30, 2010 until February 19, 2013.
(4) Served as Secretary, Treasurer and Director from September 14, 2009, until February 19, 2013, and served as President from September 14, 2009 through July 30, 2010.
None of our directors have received monetary compensation since our inception through June 30, 2013. We currently do not pay any compensation to our directors serving on our board of directors.
23
We have not granted any stock options to the executive officers since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior mineral exploration companies.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation agreement with any of its officers and directors.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of June 30, 2013:
|
Fees
|
Non-Equity
|
Nonqualified
|
||||||||||||||||||||||||||
|
Earned
|
Incentive
|
Deferred
|
||||||||||||||||||||||||||
|
Paid in
|
Stock
|
Option
|
Plan
|
Compensation
|
All Other
|
|||||||||||||||||||||||
|
Name
|
Cash
($)
|
Awards
($)
|
Awards
($)
|
Compensation
($)
|
Earnings
($)
|
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||
|
Wiliam Drury (1)
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
__________
(1) Appointed Secretary, Treasurer and Director on February 19, 2013.
The following table lists, as of June 30, 2013, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
24
The percentages below are calculated based on 256,000,000 shares of our common stock issued and outstanding as of June 30, 2013. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
|
Name and Address
|
Number of Shares
Owned
|
Percent of Class | ||||||||
|
Title of Class
|
of Beneficial Owner (1)
|
Beneficially
|
Owned
|
|||||||
|
Common Stock:
|
Keith Fredricks (President)
|
-0- | * | |||||||
|
Common Stock:
|
William Drury (Secretary, Treasurer and Director)
|
-0- | * | |||||||
|
Gain Delight Trading Ltd.
|
84,000,000 | 62.2 | % | |||||||
|
Daniel Bouaziz
|
10,000,000 | 7.4 | % | |||||||
|
Arnaud Mimran
|
8,550,000 | 6.3 | % | |||||||
|
Claudia Galanti
|
7,600,000 | 5.6 | % | |||||||
|
All executive officers and directors as a group (2 persons)
|
-0- | * | ||||||||
___________
*Less than 1%.
(1) Unless otherwise noted, the address of each person or entity listed is, c/o Cassidy Ventures Inc., #204 - 1110 Finch Ave. West, Toronto, Ontario, Canada M3J 3T6.
None.
For the year ended June 30, 2013 and 2012, the total fees charged to the company for audit services, including quarterly reviews were $13,658 and $11,450, for audit-related services were $0 and $950 and for tax services and other services were $0 and $0, respectively.
25
(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
|
Number
|
Description
|
|
|
3.1.1
|
Articles of Incorporation*
|
|
|
3.1.2
|
Certificate of Amendment
|
|
|
3.2
|
Bylaws*
|
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS **
|
XBRL Instance Document
|
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
______________
* Incorporated by reference to the Registrant’s Form S-1 (File No. 333-176939), filed with the Commission on September 21, 2011.
** 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.
26
Pursuant to the requirements of Section 13 or 15(d) 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.
|
CASSIDY VENTURES INC.
|
||||
|
(Name of Registrant)
|
||||
|
Date: October 15, 2013
|
By:
|
/s/ William Drury
|
||
|
Name:
|
William Drury
|
|||
|
Title:
|
Secretary, Treasurer and Director (principal executive officer, principal financial officer, and principal accounting officer)
|
|||
27
EXHIBIT INDEX
|
Number
|
Description
|
|
|
3.1.1
|
Articles of Incorporation*
|
|
|
3.1.2
|
Certificate of Amendment
|
|
|
3.2
|
Bylaws*
|
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS **
|
XBRL Instance Document
|
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
_____________
* Incorporated by reference to the Registrant’s Form S-1 (File No. 333-176939), filed with the Commission on September 21, 2011.
** 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.
28
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity and Related Stockholder Matters Market InformationItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial StatementsNote 1 Organization and Description Of BusinessNote 2 Summary Of Significant Accounting PoliciesNote 2 Summary Of Significant Accounting Policies (continued)Note 3 Going ConcernNote 4 Related Party TransactionsNote 5 Income TaxesNote 6 Mineral PropertyNote 7 Equity TransactionsNote 8 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedule