BLUSKY AI INC.
10-Ks and 10-Qs
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended April 30, 2011
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____ to _____.
Commission File No. 333-147056
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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35-2302128
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(State or Other Jurisdiction
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(IRS Employer Identification
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Of Incorporation or Organization)
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Number)
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10775 Double R Boulevard
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Reno, Nevada
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89521
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(Address of Principal Executive Offices)
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(Zip Code)
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(775) 682 - 4313
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(Registrant’s telephone number, including
area code)
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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 (§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
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No
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Indicate by checkmark 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-3 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes
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No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
As of June 14, 2011, there were 89,341,893 shares of the registrant’s common stock issued and outstanding.
GOLD AMERICAN MINING CORP.
FORM 10-Q INDEX
TABLE OF CONTENTS
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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1 |
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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19 |
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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22 |
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Item 4.
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Controls and Procedures
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PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings
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23 |
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Item 1A.
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Risk Factors
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23 |
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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23 |
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Item 3.
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Defaults Upon Senior Securities
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23 |
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Item 4.
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(Removed and Reserved)
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23 |
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Item 5.
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Other Information
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24 |
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Item 6.
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Exhibits
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24 |
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Signature Page
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25 | |
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
CONTENTS
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Item 1.
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Financial Statements
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PAGE
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2
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CONDENSED BALANCE SHEETS AS OF APRIL 30, 2011 (UNAUDITED) AND JULY 31, 2010
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PAGE
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3
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CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2011 AND 2010 AND FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2011 (UNAUDITED)
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PAGE
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4
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CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY /(DEFICIENCY) FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2011 (UNAUDITED)
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PAGE
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5
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CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2011 AND 2010 AND FOR THE PERIOD FROM JULY 2, 2007 (INCEPTION) TO APRIL 30, 2011 (UNAUDITED)
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PAGES
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6 - 18
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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
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1
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Balance Sheets
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April 30, 2011
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July 31, 2010
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(Unaudited)
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ASSETS
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Current Assets
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Cash
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$ | 2,415 | $ | 8,202 | ||||
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Prepaid Expenses
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5,750 | 16,350 | ||||||
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Total Current Assets
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8,165 | 24,552 | ||||||
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Property and Equipment, net
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19,636 | 24,247 | ||||||
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Total Assets
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$ | 27,801 | $ | 48,799 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
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Current Liabilities
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Accounts Payable and Accrued Expenses
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$ | 16,207 | $ | 114,839 | ||||
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Accounts Payable - related party
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15,000 | - | ||||||
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Loans Payable - related party
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934 | 2,641 | ||||||
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Total Liabilities
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32,141 | 117,480 | ||||||
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Commitments and Contingencies
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- | - | ||||||
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Stockholders' Deficiency
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Preferred stock, $0.00001 par value; 10,000,000 shares authorized, none issued and outstanding
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- | - | ||||||
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Common stock, $0.00001 par value; 500,000,000 shares authorized, 89,294,393 and 86,343,560 issued and outstanding, respectively
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893 | 863 | ||||||
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Additional paid-in capital
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3,487,318 | 1,388,498 | ||||||
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Deficit accumulated during the exploration stage
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(3,492,551 | ) | (1,458,042 | ) | ||||
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Total Stockholders' Deficiency
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(4,340 | ) | (68,681 | ) | ||||
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Total Liabilities and Stockholders' Deficiency
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$ | 27,801 | $ | 48,799 | ||||
See accompanying notes to unaudited condensed financial statements
2
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)
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For the Period
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For the Three Months Ended
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For the Nine Months Ended
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From July 2, 2007 (Inception) to
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April 30, 2011
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April 30, 2010
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April 30, 2011
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April 30, 2010
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April 30, 2011
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Operating Expenses
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Professional fees
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$ | 6,250 | $ | 41,058 | $ | 58,620 | $ | 49,928 | $ | 204,636 | ||||||||||
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Exploration Costs
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511,329 | 813,000 | 1,656,330 | 813,000 | 2,741,248 | |||||||||||||||
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General and administrative
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62,841 | 10,617 | 318,771 | 16,040 | 544,744 | |||||||||||||||
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Total Operating Expenses
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580,420 | 864,675 | 2,033,721 | 878,968 | 3,490,628 | |||||||||||||||
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Loss from Operations
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(580,420 | ) | (864,675 | ) | (2,033,721 | ) | (878,968 | ) | (3,490,628 | ) | ||||||||||
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Other Income/(Expenses)
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Interest Income
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- | - | 20 | - | 22 | |||||||||||||||
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Interest Expense
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(40 | ) | - | (808 | ) | (627 | ) | (1,945 | ) | |||||||||||
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LOSS FROM OPERATIONS BEFORE INCOME TAXES
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(580,460 | ) | (864,675 | ) | (2,034,509 | ) | (879,595 | ) | (3,492,551 | ) | ||||||||||
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Provision for Income Taxes
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- | - | - | - | - | |||||||||||||||
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NET LOSS
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$ | (580,460 | ) | $ | (864,675 | ) | $ | (2,034,509 | ) | $ | (879,595 | ) | $ | (3,492,551 | ) | |||||
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Net Loss Per Share - Basic and Diluted
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.00 | ) | ||||||||
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Weighted average number of shares outstanding during the period - Basic and Diluted
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88,790,713 | 161,029,966 | 87,871,728 | 247,799,265 | ||||||||||||||||
See accompanying notes to unaudited condensed financial statements
3
(An Exploration Stage Company)
Condensed Statement of Changes in Stockholders' Equity/(Deficiency)
For the period from July 2, 2007 (Inception) to April 30, 2011
(Unaudited)
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Deficit
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Additional
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accumulated during
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Total
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Preferred Stock
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Common stock |
paid-in
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exploration
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Stockholders'
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Shares
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Amount
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Shares
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Amount
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capital
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stage
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Equity/(Deficiency)
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Balance July 2, 2007
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- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
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Common stock issued for services to founder ($0.00001)
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- | - | 250,000,000 | 2,500 | (2,450 | ) | - | 50 | ||||||||||||||||||||
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In kind contribution of services
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- | - | - | - | 1,080 | - | 1,080 | |||||||||||||||||||||
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Net loss for the period July 2, 2007 (inception) to July 31, 2007
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- | - | - | - | - | (4,879 | ) | (4,879 | ) | |||||||||||||||||||
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Balance, July 31, 2007
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- | - | 250,000,000 | 2,500 | (1,370 | ) | (4,879 | ) | (3,749 | ) | ||||||||||||||||||
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Common stock issued for cash ($0.10 per share)
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- | - | 40,000,000 | 400 | 79,600 | - | 80,000 | |||||||||||||||||||||
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In kind contribution of services
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- | - | - | - | 5,760 | - | 5,760 | |||||||||||||||||||||
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Net loss for the year ended July 31, 2008
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- | - | - | - | - | (70,555 | ) | (70,555 | ) | |||||||||||||||||||
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Balance, July 31, 2008
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- | - | 290,000,000 | 2,900 | 83,990 | (75,434 | ) | 11,456 | ||||||||||||||||||||
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In kind contribution of services
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- | - | - | - | 5,760 | - | 5,760 | |||||||||||||||||||||
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In kind contribution of interest
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- | - | - | - | 256 | - | 256 | |||||||||||||||||||||
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Net loss for the year ended July 31, 2009
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- | - | - | - | - | (31,521 | ) | (31,521 | ) | |||||||||||||||||||
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Balance, July 31, 2009
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- | - | 290,000,000 | 2,900 | 90,006 | (106,955 | ) | (14,049 | ) | |||||||||||||||||||
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Shares issued in exchange for mining rights
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- | - | 700,000 | 7 | 657,993 | - | 658,000 | |||||||||||||||||||||
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Shares issued for cash ($0.60 per share)
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- | - | 333,333 | 3 | 199,997 | - | 200,000 | |||||||||||||||||||||
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Shares returned by founder as an in kind contribution
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- | - | (205,000,000 | ) | (2,050 | ) | 2,050 | - | - | |||||||||||||||||||
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Shares issued for services
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- | - | 37,500 | 0 | 48,375 | - | 48,375 | |||||||||||||||||||||
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Shares and warrants issued for cash ($1.10 per share)
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- | - | 272,727 | 3 | 299,997 | - | 300,000 | |||||||||||||||||||||
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Forgiveness of debts by principal stockholder
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- | - | - | - | 24,262 | - | 24,262 | |||||||||||||||||||||
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Expenses paid by shareholder on Company's behalf
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- | - | - | - | 60,871 | - | 60,871 | |||||||||||||||||||||
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In kind contribution of services
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- | - | - | - | 4,320 | - | 4,320 | |||||||||||||||||||||
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In kind contribution of interest
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- | - | - | - | 627 | - | 627 | |||||||||||||||||||||
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Net loss for the year ended July 31, 2010
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- | - | - | - | - | (1,351,087 | ) | (1,351,087 | ) | |||||||||||||||||||
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Balance, July 31, 2010
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- | - | 86,343,560 | 863 | 1,388,498 | (1,458,042 | ) | (68,681 | ) | |||||||||||||||||||
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Shares issued for services
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- | - | 142,500 | 2 | 87,848 | - | 87,850 | |||||||||||||||||||||
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Shares issued in exchange for mining rights
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- | - | 1,100,000 | 11 | 1,110,989 | - | 1,111,000 | |||||||||||||||||||||
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Shares and warrants issued for cash ($0.80 per share)
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- | - | 375,000 | 4 | 299,996 | - | 300,000 | |||||||||||||||||||||
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Shares and warrants issued for cash ($0.75 per share)
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- | - | 533,333 | 5 | 399,995 | - | 400,000 | |||||||||||||||||||||
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Shares and warrants issued for cash ($0.25 per share)
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- | - | 800,000 | 8 | 199,992 | - | 200,000 | |||||||||||||||||||||
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Net loss for the nine months ended April 30, 2011
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- | - | - | - | (2,034,509 | ) | (2,034,509 | ) | ||||||||||||||||||||
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Balance, April 30, 2011
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- | $ | - | 89,294,393 | $ | 893 | $ | 3,487,318 | $ | (3,492,551 | ) | $ | (4,340 | ) | ||||||||||||||
See accompanying notes to unaudited condensed financial statements
4
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
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For the Period from
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For the Nine Months Ended
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July 2, 2007 (Inception) to
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April 30, 2011
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April 30, 2010
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April 30, 2011
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Cash Flows From Operating Activities:
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Net Loss
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$ | (2,034,509 | ) | $ | (879,595 | ) | $ | (3,492,551 | ) | |||
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Adjustments to reconcile net loss to net cash used in operations
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Depreciation expense
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6,710 | 59 | 8,925 | |||||||||
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Stock issued for mining rights
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1,111,000 | 606,000 | 1,769,000 | |||||||||
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Stock issued for services
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87,850 | - | 136,225 | |||||||||
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In-kind contribution of services
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- | 4,320 | 16,920 | |||||||||
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In-kind contribution of interest
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- | 627 | 883 | |||||||||
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Changes in operating assets and liabilities:
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Increase/(Decrease) in accounts payable and accrued expenses
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(98,632 | ) | 67,967 | 16,207 | ||||||||
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Increase/(Decrease) in accounts payable - related party
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15,000 | - | 15,000 | |||||||||
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(Increase)/Decrease in prepaid expenses
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10,600 | (4,258 | ) | (5,750 | ) | |||||||
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Net Cash Used In Operating Activities
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(901,981 | ) | (204,880 | ) | (1,535,141 | ) | ||||||
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Cash Flows From Investing Activities:
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Advance receivable - related party
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(1,123 | ) | - | (1,123 | ) | |||||||
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Repayment of advance receivable - related party
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1,123 | - | 1,123 | |||||||||
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Purchase of fixed assets
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(2,099 | ) | (26,462 | ) | (28,561 | ) | ||||||
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Net Cash Used In Investing Activities
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(2,099 | ) | (26,462 | ) | (28,561 | ) | ||||||
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Cash Flows From Financing Activities:
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Repayment of loan payable- related party
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(23,881 | ) | (27,974 | ) | (66,276 | ) | ||||||
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Expenses paid by shareholder on Company's behalf
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- | 60,871 | 60,871 | |||||||||
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Proceeds from loan payable-related party
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22,174 | 34,836 | 91,472 | |||||||||
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Proceeds from issuance of common stock
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900,000 | 200,000 | 1,480,050 | |||||||||
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Net Cash Provided by Financing Activities
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898,293 | 267,733 | 1,566,117 | |||||||||
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Net Increase / (Decrease) in Cash
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(5,787 | ) | 36,391 | 2,415 | ||||||||
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Cash at Beginning of Period
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8,202 | 4,611 | - | |||||||||
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Cash at End of Period
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$ | 2,415 | $ | 41,002 | $ | 2,415 | ||||||
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Supplemental disclosure of cash flow information:
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Cash paid for interest
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$ | 888 | $ | - | $ | 948 | ||||||
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Cash paid for taxes
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$ | - | $ | - | $ | - | ||||||
Supplemental disclosure of non-cash investing and financing activities:
During the year ended July 31,2010, the Company's principal stockholder forgave loans of $24,262. The forgiveness was treated as contributed capital from the principal stockholder.
See accompanying notes to unaudited condensed financial statements
5
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
(A) Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Gold American Mining, Corp. (an exploration stage company) (the "Company") was incorporated under the laws of the State of Nevada on July 2, 2007. Gold American Mining, Corp. is a precious metal mineral acquisition, exploration and development company.
Gold American Mining, Corp. (the ‘Company’) was incorporated under the laws of the State of Nevada on July 2, 2007 under the name Golf Alliance Corporation. Golf Alliance Corporation pursued its original business plan to provide opportunities for golfers to play on private golf courses normally closed to them due to the membership requirements of the private clubs. During the year ended July 31, 2010, the Company decided to redirect its business focus toward precious metal mineral acquisition and exploration.
Activities during the exploration stage include developing the business plan and raising capital.
The Company is in the exploration stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 (formerly Statement of Financial Accounting Standards (“SFAS”) No.7, “Accounting and Reporting by Exploration Stage Enterprises”).
On March 5, 2010, the Company amended its articles of incorporation to (1) to change its name to Silver America, Inc. and (2) increased its authorized common stock from 100,000,000 to 500,000,000.
On June 23, 2010, the Company amended its articles of incorporation to change its name to Gold American Mining Corp.
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported period. Actual results could differ from those estimates.
6
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
(C) Cash and Cash Equivalents
The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At April 30, 2011 and July 31, 2010, the Company had no cash equivalents.
(D) Exploration and Development Costs
Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property in accordance with FASB Accounting Standards Codification No. 930, Extractive Activities- Mining. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.
The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain.
Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.
During the nine months ended April 30, 2011 and 2010, the Company recorded exploration costs of $1,656,330 and $813,000, respectively.
(E) Property and Equipment
The Company values property and equipment at cost and depreciates these assets using the straight-line method over their expected useful life. The Company uses a five year life for computer equipment.
In accordance with FASB Accounting Standards Codification No. 360, Property, Plant and Equipment, the Company carries long-lived assets at the lower of the carrying amount or fair value. Impairment is evaluated by estimating future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected undiscounted future cash flow is less than the carrying amount of the assets, an impairment loss is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.
There were no impairment losses recorded during the nine months ended April 30, 2011 and 2010, respectively.
7
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
(F) Website Development
The Company has adopted the provisions of FASB Accounting Standards Codification No. 350
Intangible-Goodwills and Other
. Costs incurred in the planning stage of a website are expensed, while costs incurred in the development state are capitalized and amortized over the estimated three year life of the asset.
There were no impairment losses recorded during the nine months ended April 30, 2011 and 2010, respectively.
(G) Loss Per Share
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260,
“Earnings Per
Share.” As of April 30, 2011 and 2010 there were 990,530 and 0, respectively, warrants issued and outstanding that were not included in the computation of earnings per share because their inclusion is anti-dilutive.
(H) Revenue Recognition
The Company recognizes revenue on arrangements in accordance with FASB Accounting Standards Codification No. 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured. The Company has not yet entered into any contractual obligation to deliver ore product or finished metals.
(I) Income Taxes
The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(J) Stock-Based Compensation
In December 2004, the FASB issued FASB Accounting Standards Codification No. 718,
Compensation – Stock Compensation
. Under FASB Accounting Standards Codification No. 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.
8
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
Equity instruments (“instruments”) issued to other than employees are recorded on the basis of the fair value of the instruments, as required by FASB Accounting Standards Codification No. 718. FASB Accounting Standards Codification No. 505,
Equity Based Payments to Non-Employees
defines the measurement date and recognition period for such instruments. In general, the measurement date is when either a (a) performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards Codification.
(K) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(L) Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for accounts payable, accrued expenses, accounts payable, related party and loans payable – related party approximate fair value based on the short-term maturity of these instruments.
At April 30, 2011 and July 31, 2010, respectively, property and equipment is as follows:
|
April 30,
2011
(Unaudited)
|
July 31,
2010
|
|||||||
|
Website Development
|
$ | 24,463 | $ | 24,463 | ||||
|
Office Equipment
|
4,098 | 1,999 | ||||||
|
Less accumulated depreciation
|
(8,925 | ) | (2,215 | ) | ||||
|
Total Property and Equipment
|
$ | 19,636 | $ | 24,247 | ||||
Depreciation/amortization expense for the nine months ended April 30, 2011 and 2010 and the period from July 2, 2007 (Inception) to April 30, 2011 was $6,710, $59 and $8,925, respectively.
During the nine months ended April 30, 2011, the principal stockholder loaned the Company $22,174 to pay Company expenses and was repaid $23,881 during the period. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand.
9
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
During the year ended July 31, 2010, the principal stockholder loaned the Company $41,915 to pay Company expenses and was repaid $ 39,274 during the year. There was $2,641 owed to the principal stockholder as of July 31, 2010 (See Note 5). Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand. The Company repaid the $2,641 to the principal stockholder during the nine months ended April 30, 2011.
On various dates from 2008 through 2010, the Company received $24,283 from a principal stockholder. Pursuant to the terms of the loan, the loans were non-interest bearing, were unsecured and due on demand. During the year ended July 31, 2010, the principal stockholder forgave $24,262 and this was recorded by the Company as contributed capital (See Note 4(G) and 5).
During the period ended October 31, 2007 the Company received $3,100 from a principal stockholder. Pursuant to the terms of the loan, the loan bears interest at 8%, is unsecured and matures on July 31, 2008. The Company repaid $3,100 of a stockholder loan and $60 of accrued interest as of July 31, 2008 (See Note 5).
(A) Common Stock Issued for Cash
On January 25, 2011, the Company issued 800,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (400,000 warrants) for a total of $200,000 ($.25/sh). Each warrant is exercisable for a two year period and has an exercise price of $0.38 per share. The company collected $140,033 and the remaining $59,967 was a subscription receivable and was collected as of April 30, 2011.
On September 24, 2010, the Company issued 533,333 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (266,667 warrants) for a total of $400,000 ($.75/sh). Each warrant is exercisable for a two year period and has an exercise price of $1.13 per share
On August 16, 2010, the Company issued 375,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (187,499 warrants) for a total of $300,000 ($.80/sh). Each warrant is exercisable for a two year period and has an exercise price of $1.20 per share
On June 1, 2010, the Company issued 272,727 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 of a share of common stock( 136,364 warrants) for a total of $300,000 ($1.10/sh). Each warrant is exercisable for a two year period and has an exercise price of $1.65 per share
On April 30, 2010, the Company issued 333,333 shares of common stock for $200,000 ($0.60/sh).
For the year ending July 31, 2008 the Company entered into stock purchase agreements to issue 40,000,000 shares of common stock for cash of $80,000 ($0.02/sh).
On July 24, 2007, the Company issued 250,000,000 shares of common stock for $50 ($0.0000002/sh).
10
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
(B) In-Kind Contribution
For the year ended July 31, 2010 the shareholder of the Company contributed $4,320 of services on behalf of the Company (See Note 5).
For the year ended July 31, 2010 the shareholder of the Company contributed $627 of in kind contribution of interest on behalf of the Company (See Note 5).
For the year ended July 31, 2009 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 5).
For the year ended July 31, 2009 the shareholder of the Company contributed $256 of in kind contribution of interest on behalf of the Company (See Note 5).
For the year ending July 31, 2008 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 5).
For the year ending July 31, 2007 the shareholder of the Company contributed $1,080 of services on behalf of the Company (See Note 5).
(C) Amendments to Articles of Incorporation
On July 6, 2007 the Company amended its Articles of Incorporation to decrease the par value to $0.00001 per share from $0.001 par value.
On March 5, 2010 the Company amended its Articles of Incorporation to increase its authorized common stock from 100,000,000 to 500,000,000 and changed its name from Golf Alliance Corporation to Silver America Inc.
On June 23, 2010, the Company amended its Articles of Incorporation to change its name to Gold American Mining Corp.
(D
) Return of Common Stock
Immediately prior to the forward split, the Company’s sole member of the board of directors, returned 205,000,000 shares of common stock out of the total of 250,000,000 held by him as an in-kind contribution.
(E
) Stock Issued for Mining Rights
On April 30, 2011 the Company issued 500,000 shares of common stock having a fair value of $505,000 ($1.01/share) in exchange for mining rights (See Note 6).
On December 31, 2010, the Company issued 100,000 shares of common stock having a fair value of $101,000 ($1.01/share) in exchange for mining rights (See Note 6).
On October 31, 2010, the Company issued 500,000 shares of common stock having a fair value of $505,000 ($1.01/share) in exchange for mining rights (See Note 6).
11
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
On June 30, 2010, the Company issued 100,000 shares of common stock having a fair value of $52,000 ($0.52/share) in exchange for mining rights (See Note 6).
On April 26, 2010, the Company issued 100,000 shares of common stock having a fair value of $101,000 ($1.01/share) in exchange for mining rights (See Note 6).
On April 28, 2010, the Company issued 500,000 shares of common stock having a fair value of $505,000 ($1.01/share) in exchange for mining rights (See Note 6).
(F
) Stock Issued for Services
On February 1, 2011 the Company issued 10,000 shares of common stock having a fair value of 2,400 ($0.24) in exchange for consulting services (See Note 6).
On February 1, 2011 the Company issued 37,500 shares of common stock having a fair value of $9,000 ($0.24) in exchange for consulting services (See Note 6).
On January 31, 2011 the Company issued 10,000 shares of common stock having a fair value of 2,500 ($0.25) in exchange for consulting services (See Note 6).
On November 1, 2010, the Company issued 37,500 shares of common stock having a fair value of $30,000 ($0.80) in exchange for consulting services (See Note 6).
On August 23, 201
0, the Company issued 10,000 shares of common stock having a fair value of 8,700 ($0.87) in exchange for consulting services (See Note 6).
On August 1, 2010, the Company issued 37,500 shares of common stock having a fair value of $35,250 ($0.94) in exchange for consulting services.
On May 7, 2010, the Company issued 37,500 shares of common stock having a fair value of $48,375 ($1.29/share) in exchange for consulting services (See Note 6).
(G
) Cash contributed on Company’s behalf
During the year ended July 31, 2010, the principal stockholder forgave loans of $24,262 and this was recorded by the Company as contributed capital (See Note 3 and 5).
(H
) Expenses paid on Company’s behalf
During the year ended July 31, 2010, the principal stockholder paid $60,871 of expenses on the Company’s behalf, which was recorded as an in kind contribution of capital (See Note 5).
12
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
(I
) Stock Split
On March 5, 2010, the Company implemented a 50 for 1 forward stock split. Upon effectiveness of the stock split, each shareholder received 50 shares of common stock for every share of common stock owned as of March 5, 2010. All share and per share references have been retroactively adjusted to reflect this 50 to 1 forward stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the stock split as if it occurred on the first day of the first period presented.
(J) Warrants Issued for Cash
The following tables summarize all warrant grants for the three months ended April 30, 2011 and 2009, and the related changes during these periods are presented below:
|
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
||||||
|
Stock Warrants
|
||||||||
|
Balance at July 31, 2010
|
136,364 | $ | 1.65 | |||||
|
Granted
|
854,166 | $ | 0.79 | |||||
|
Exercised
|
- | - | ||||||
|
Forfeited
|
- | |||||||
|
Balance at April 30, 2011
|
854,166 | $ | 0.91 | |||||
|
Options Exercisable at April 30, 2011
|
990,530 | $ | 0.91 | |||||
|
Weighted Average Fair Value of Options Granted During 2010-2011
|
$ | 0.91 | ||||||
During the nine months ended April 30, 2011, the Company paid $52,500 and accrued $15,000 to its President for consulting services.
During the year ended July 31, 2010, the Company paid $22,500 to its President for consulting services.
On various dates from 2008 through 2010, the Company received $24,283 from a principal stockholder. Pursuant to the terms of the loan, the loans were non-interest bearing, were unsecured and due on demand. During the year ended July 31, 2010, the principal stockholder forgave $24,262 and this was recorded by the Company as contributed capital (See Note 3 and 4(F)).
13
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
During the nine months ended April 30, 2011, the principal stockholder loaned the Company $22,174 to pay Company expenses and was repaid $ 23,881 during the period. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand.
During the year ended July 31, 2010, the principal stockholder loaned the Company $41,915 to pay Company expenses and was repaid $ 39,274 during the year. There was $2,641 owed to the principal stockholder as of July 31, 2010 (See Note 5). Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand. The Company repaid the $2,641 to the principal stockholder during the nine months ended April 30, 2011.
During the period ended October 31, 2007 the Company received $3,100 from a principal stockholder. Pursuant to the terms of the loan, the loan bears interest at 8%, is unsecured and matures on July 31, 2008. At October 31, 2007, the Company had recorded $60 of related accrued interest payable. The Company repaid $3,100 of a stockholder loan and $60 of accrued interest as of July 31, 2008 (See Note 3).
For the year ended July 31, 2009 the shareholder of the Company contributed $256 of in kind contribution of interest on behalf of the Company (See Note 4(B)).
For the year ended July 31, 2010, the shareholder of the Company contributed $4,320 of services on behalf of the Company (See Note 4(B)).
For the year ended July 31, 2010, the shareholder of the Company contributed $627 of in kind contribution of interest on behalf of the Company (See Note 4(B)).
During the year ended July 31, 2010, the principal stockholder paid $60,871 of expenses on Company’s behalf, which was recorded as an in kind contribution of capital (See Note 4(H)).
As of July 31, 2009, the shareholder of the Company contributed $12,600 of services on behalf of the Company (See Note 4 (B)).
On May 7, 2010 the Company entered into a share issuance agreement with a non-related party for share subscriptions up to $7,500,000. The subscriber shall make available to the Company by way of advances up to $7,500,000 until December 31, 2011. Upon receipt of the advances, the Company shall issue units of the Company at a price equal to 90% of volume weighted average closing price of the Company (ticket symbol “SILA.OB”) during the 10 previous trading days according to http://www.nasdaq.com. Each unit consists of one common share of the Company and one half share purchase warrant. Each whole warrant may be exercised within two years of the date of issuance to the purchaser at a price equal to 150% of subscription price. For the year ended July 31, 2010 the Company issued 272,727 shares of common stock for cash of $300,000 ($1.10/sh) and 136,364 warrants at $1.65 per unit. On September 24, 2010, the Company issued 533,333 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock for a total of $400,000 ($.75/sh). Each warrant is exercisable for a two year period and has an exercise price of $1.13 per share. On August 16, 2010, the Company issued 375,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock for a total of $300,000 ($.80/sh). Each warrant is exercisable for a two year period and has an exercise price of $1.20 per share. On January 25, 2011, the Company issued 800,000 units, each unit consisted of 1 share of common stock and a warrant to purchase 0.5 shares of common stock (400,000 warrants) for a total of $200,000 ($.25/sh). Each warrant is exercisable for a two year period and has an exercise price of $0.38 per share (See Note 4(A) and 4(J)).
14
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
On May 7, 2010, the Company entered into a consulting agreement with an unrelated third party to provide consulting services in exchange for $7,500 per month and 37,500 share of Common Stock for every three months while the agreement remains in place. Effective February 1, 2011, the consulting services fee was reduced to $1,500 per month. For the year ended July 31, 2010 the Company issued 37,500 shares of common stock with a fair value of $48,375 and paid $22,500 in consulting fees. For the nine months ended April 30, 2011 the Company issued 112,500 shares of common stock with a fair value of $74,250 and paid $49,500 in consulting fees (See Note 4(F)). This agreement will remain effective until terminated by either party.
On April 28, 2010, Gold American Mining Corp (the “Company) and four individuals collectively referred to as the “Optionor” entered into a mineral property option agreement, “the Keeno Option Agreement”. The Company acquired an option to acquire an option to acquire 72% interest in an approximately 245 acres property located in Clark County, Nevada. To exercise the option the Company shall pay cash, issue common shares of the Company’s stock and fund exploration and development expenditures on the Property. The cash payments contemplated in the agreement total $272,000 and are distributed in installments from the date of the agreement through June 30, 2010. The number of Company’s shares to be issued total 2,000,000 and are to be distributed in installment from the date of the agreement through October 31, 2011. The Company is also obligated to fund a minimum of $750,000 and at the Company’s sole discretion up to $1,000,000 worth of exploration and development on the Property beginning April 30, 2011 and continuing through April 30, 2012. As of April 30, 2011, the Company issued 1,500,000 shares of common stock having a fair value of $1,515,000 (See Note 4(E)) and paid $272,000 in cash payment. As part of the $750,000 work commitment, the Company is to provide $400,000 on or before April 30, 2011 and $350,000 on or before April 30, 2012. Finally, the Company is to issue 500,000 shares on October 31, 2011. The Company incurred $0 in expenditures as of April 30, 2011, therefore this agreement is currently in default. The agreement is still in effect as of April 30, 2011.
On March 5, 2010, Gold American Mining Corp. (the “Company”) and Yale Resources Ltd. (“Yale”) (collectively referred to below as the “Parties”), entered into a Binding Letter of Intent (“LOI”) whereby the Parties agreed to a transaction in which Yale will grant the Company an option to acquire a 90% undivided interest in an approximately 282.83 hectare property located in Zacatcas State, Mexico (the “Property”). The Company entered into a definitive agreement on April 26, 2010. A brief description of the material terms and conditions of the option contemplated by the agreement is set forth below.
To exercise the option the Company shall pay cash to Yale, issue restricted common shares of Company stock to Yale, and fund exploration and development expenditures on the Property. The cash payments contemplated under the agreement total $900,000 and are to be distributed in installments from the date of the LOI through December 30, 2013. The number of Company shares to be issued to Yale total 1,000,000 and are to be distributed in installments from the date of the definitive agreement through December 30, 2013. The Company is also obligated to fund a total of $2,000,000 worth of exploration and development on the Property beginning June 30, 2011 and continuing through December 30, 2013 according the following schedule:
15
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
|
|
·
|
Upon signing the letter of intent the Company paid Yale $10,000 in refundable deposit
|
|
|
·
|
Upon signing of a Definite Agreement the Company paid $10,000 and issued 100,000 shares of common stock having a fair value of $101,000
|
|
|
·
|
For the year ended July 31, 2010 the Company paid $20,000 and issued 100,000 shares of common stock (See Note 4(E)).
|
|
|
·
|
On or before December 30, 2010, the Company will pay $30,000 and issue 100,000 shares of common stock. During the three months ended January 31, 2010, the Company paid $30,000 and issued 100,000 shares of common stock (See Note 4(E)).
|
|
|
·
|
On or before June 30, 2011, the Company will pay $50,000 and issue 100,000 shares of common stock. and have minimum expenditures of $400,000
|
|
|
·
|
On or before December 30, 2011, the company will pay $50,000 and issue 100,000 shares of common stock.
|
|
|
·
|
On or before June 30, 2012, the Company will pay $75,000 and issue 100,000 shares of common stock
|
|
|
·
|
On or before December 30, 2012, the company will pay $100,000, issue 100,000 shares of common stock and have minimum expenditures of an additional $700,000
|
|
|
·
|
On or before June 30, 2013, the Company will pay $200,000 and issue 100,000 share of common stock
|
|
|
·
|
On or before December 30, 2013, the Company will pay $355,000, issue an 200,000 shares of common stock and have minimum expenditures of an additional $900,000
|
Upon the execution and exercise of the option, Yale will transfer a 90% undivided interest in the property to the Company. As of April 30, 2011, the Company issued 300,000 shares of common stock having a fair value of $254,000 (See Note 4(E)) and paid $50,000 in cash payments.
In connection with the Guadalupe Option and the Guadalupe Property, we recently learned that the validity of one of the two mining concessions that comprise the Guadalupe Property may have been questioned. Although nothing formal has been provided to Yale or us, Yale has indicated that it recently learned that there may have been errors in connection with the registration of some concessions in the mining cadastre of the district of Fresnillo, Zacatecas. We have not yet been able to determine if an error did, in fact, occur, and we have not made any conclusions at this time. We are continuing to investigate the matter to determine if the concessions are valid and to explore potential remedies if it is determined the concession is not valid.
16
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
On August 4, 2010, Gold American Mining Corp (the “Company”) and three individuals collectively referred to as the “Optionor” entered into a mineral property option agreement. The Company acquired a 100% interest in an approximately 178 acres property located in Opodepe Municipality, Sonara Sate, Mexico. To exercise the option the Company shall pay cash and fund exploration and development expenditures on the Property. The cash payments contemplated in the agreement total $765,000 and are distributed in installments from the date of the agreement through December 31, 2012, in the following installments:
|
|
·
|
Upon the execution of the agreement the Company paid $40,000 on August 23, 2010.
|
|
|
·
|
On or before December 23, 2010 the Company will pay $50,000.
|
|
|
·
|
On or before June 23, 2011 the Company will pay $50,000.
|
|
|
·
|
On or before December 23, 2011 the Company will pay $50,000.
|
|
|
·
|
On or before June 23, 2012, the Company will pay $175,000.
|
|
|
·
|
On or before December 23, 2012 the Company will pay $400,000.
|
In addition to the above payment schedule the Company will pay a 1% royalty as a result of the exploitation activities or a $500,000 lump sum payment upon the Company’s discretion. Effective December 22, 2010 the agreement has been terminated and no additional payments are due.
On August 23, 2010 the Company signed a consulting agreement with an unrelated party in exchange for $1,000 per month and 10,000 shares of common stock every three months. For the nine months ended April 30, 2011 the Company issued 30,000 shares of common stock with a fair value of $11,200 and paid $7,400 in consulting fees (See Note 4(F)). This agreement will remain effective until terminated by either party.
As reflected in the accompanying condensed unaudited financial statements, the Company is in the exploration stage with minimal operations, has a net loss since inception of $3,492,551 and used cash in operations of $1,535,141 from inception. In addition, there is a working capital deficiency of $23,976 and a stockholders’ deficiency of $4,340 as of April 30, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
On March 5, 2010, the Company changed its intended business purpose to that of precious metals mineral exploration, development and production. Management believes that actions presently being taken to obtain additional funding (see Notes 6 and 8) and continue to explore its mining rights provide the opportunity for the Company to continue as a going concern
17
GOLD AMERICAN MINING, CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2011
(UNAUDITED)
The principal stockholder paid an additional $852 of expenses on behalf of the Company subsequent to April 30, 2011.
Subsequent to April 30, 2011, the Company received $18,500 from a principal stockholder. Pursuant to the terms of the loan, the loans were non-interest bearing, were unsecured and due on demand.
18
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on July 2, 2007. At the time of our incorporation, we were incorporated under the name “The Golf Alliance Corporation,” and our original business plan was to act as a service-based firm that would provide opportunities for golfers to play on private courses normally closed to them because of membership requirements. On February 12, 2010, Johannes Petersen acquired the majority of the shares of our issued and outstanding common stock in accordance with a stock purchase agreement by and between Mr. Petersen and John Fahlberg. Further, on March 5, 2010, we effected a name change to “Silver America, Inc.” and at the same time effected a 50-for-1 forward stock split and increased our authorized capital from 100,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share, to 500,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001. In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production. Unless specifically stated otherwise, all share amounts referenced herein, will refer to post-forward stock split share amounts. On June 23, 2010, we effected a name change from Silver America, Inc., to “Gold American Mining Corp.” in order to better reflect the nature of our operations as a precious metal mining and exploration company, with a more specific emphasis on gold exploration.
Our primary business focus is to option, acquire, explore and develop precious metals properties in North America. On April 26, 2010, we entered into a definitive option agreement (the “Guadalupe Option Agreement”) with Yale Resources Ltd. (“Yale”) with respect to our acquisition of an exclusive option (the “Guadalupe Option”) to purchase an undivided 90% interest in those two mining concessions in Zacatecas State, Mexico, covering approximately 282.83 hectares (the “Guadalupe Property”). The Guadalupe Option Agreement was entered into pursuant to a binding letter of intent between the parties (the “LOI”) dated March 5, 2010.
To exercise the Guadalupe Option, we must pay cash to Yale, issue restricted shares of Company common stock to Yale, and fund exploration and development expenditures on the Guadalupe Property. The cash payments contemplated under the Guadalupe Option Agreement total $900,000 and are to be distributed in installments from March 5, 2010 through December 30, 2013. The Company has paid the first 4 cash payments due, totaling $70,000. The number of Company shares to be issued to Yale total 1,000,000 and are to be distributed in installments from April 26, 2010 through December 30, 2013. The Company has made the first three share issuances due, totaling 300,000 shares. We are also obligated to fund a total of $2,000,000 worth of exploration and development on the Guadalupe Property beginning June 30, 2011 and continuing through December 30, 2013. Upon exercise of the Guadalupe Option, Yale would transfer a 90% undivided interest in the Guadalupe Property to the Company. Upon exercise, Yale would act as the operator for the project and, retain a 10% participating interest in the Guadalupe Property as well as a 2% NSR, which can be bought out in its entirety for $2,000,000.
In connection with the Guadalupe Option and the Guadalupe Property, we recently learned that the validity of one of the two mining concessions that comprise the Guadalupe Property may have been questioned. Although nothing formal has been provided to Yale or us, Yale has indicated that it recently learned that there may have been errors in connection with the registration of some concessions in the mining cadastre of the district of Fresnillo, Zacatecas. We have not yet been able to determine if an error did, in fact, occur, and we have not made any conclusions at this time. We are continuing to investigate the matter to determine if the concessions are valid and to explore potential remedies if it is determined the concession is not valid.
On April 28, 2010, we entered into a definitive option agreement (the “Keeno Strike Option Agreement”) with four individuals (collectively, the “Keeno Optionor”) with respect to our acquisition of an exclusive option (the “Keeno Option”) to purchase an undivided 72% interest in 12 mining claims and a mill site claim containing approximately 245 acres, located in Clark County, Nevada (the “Keeno Property”). To exercise the Keeno Option, we must pay cash to the Keeno Optionor, issue restricted shares of Company common stock to the Keeno Optionor, and fund exploration and development expenditures on the Keeno Property. The cash payments, totaling $272,000, have been paid in full as of the date of the filing of this Quarterly Report on Form 10-Q The number shares to be issued to the Keeno Optionor total 2,000,000 and are to be distributed in installments from April 28, 2010 through October 31, 2011. The first installment of 500,000 shares was issued upon the execution of the Keeno Strike Option Agreement. Under the Keeno Strike Option Agreement we are required to fund a minimum of $750,000 worth of exploration and development on the Keeno Property, with at least $400,000 to be incurred or funded on or before April 30, 2011 and $350,000 to be incurred or funded on or before April 30, 2012. Upon our fulfillment of each of the above-referenced conditions and exercise of the Keeno Option, the Keeno Optionor would transfer an undivided 72% interest in the Keeno Property to us. However, we did not fund the $400,000 in exploration and development expenditures prior to April 30, 2011 and, as a result, are in default of the Keeno Strike Option Agreement. We anticipate negotiations with the Keeno Optionor will take place in order to discuss amending the terms of the Option Agreement, however, we cannont offer any assurance that such negotiation will be successful.
The Keeno Strike Option Agreement also includes an a provision such that, if, prior to the Option Deadline of April 30, 2012, the work program provides evidence that there are at least 10,000,000 ounces of indicated silver resources and/or 500,000 ounces of indicated gold resources on the Keeno Property, such estimates to be evidenced by an independent third party report, we must issue the Optionor an additional 3,000,000 shares of our common stock. Should the conditions of exercise be satisfied, and the Keeno Option exercised, the Optionor will retain a 28% interest in the Keeno Property as well as a 4% NSR. After our completion of the initial work commitment and exercise of the Keeno Option, the Optionor may elect to remain as a 28% carried joint venture partner or to offer the Company the right to purchase the Optionor’s remaining 28% interest at a fair market valuation, as determined by a valuation report prepared by an independent third party mining engineer or qualified geologist. Further, we will have the right to purchase 2% of the 4% NSR retained by the Optionor for a purchase price of $20,000,000.
19
On August 4, 2010, we entered into a definitive option agreement (the “La Escondida Option Agreement”), with three individuals (collectively, the “La Escondida Optionor”) with respect to our acquisition of an exclusive option (the “La Escondida Option”) to purchase an undivided 100% interest in those two certain mining concessions in Opodepe Municipality, Sonora State, Mexico, covering approximately 178 hectares (the “Property”). In order to focus our exploration efforts on the Guadalupe and Keeno Properties, on December 22, 2010, we determined not to exercise this option and terminated the La Escondida Option Agreement.
Results of Operations
Three-months ended April 30, 2011 compared to the three-months ended April 30, 2010
We had a net loss of $580,460 for the three-months ended April 30, 2011, which was $284,215 lower than the net loss of $864,675 for the three-months ended April 30, 2010. This change in our results over the two periods is primarily the result of a decrease in professional fees and exploration costs, partly offset by an increase in general and administrative expenses. The following table summarizes key items of comparison and their related increase (decrease) for the three-months ended April 30, 2011 and 2010:
|
Three-Months Ended
|
||||||||||||
|
April 30,
|
Increase
(Decrease) |
|||||||||||
|
2011
|
2010
|
|||||||||||
|
Revenues
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Professional Fees
|
6,250
|
41,058
|
(34,808
|
)
|
||||||||
|
Exploration Costs
|
511,329
|
813,000
|
(301,671
|
)
|
||||||||
|
General and Administrative
|
62,841
|
10,617
|
52,224
|
|||||||||
|
Total Operating Expenses
|
580,420
|
864,675
|
(284,255
|
)
|
||||||||
|
(Loss) from Operations
|
(580,420
|
)
|
(864,675
|
)
|
284,255
|
|
||||||
|
Net Interest Income (Expense)
|
(40
|
)
|
-
|
(40
|
)
|
|||||||
|
(Loss) from Operations Before Taxes
|
(580,460
|
)
|
(864,675
|
)
|
284,215
|
|
||||||
|
Net (Loss)
|
$
|
(580,460
|
)
|
(864,675
|
)
|
284,215
|
||||||
Nine-months ended April 30, 2011 compared to the nine-months ended April 30, 2010
We had a net loss of $2,034,509 for the nine-months ended April 30, 2011, which was $1,154,914 greater than the net loss of $879,595 for the nine-months ended April 30, 2010. This change in our results over the two periods is primarily the result of an increase in professional fees, exploration costs and general and administrative expenses. The following table summarizes key items of comparison and their related increase (decrease) for the nine-months ended April 30, 2011 and 2010:
|
Nine-Months Ended
|
||||||||||||
|
April 30,
|
Increase
(Decrease) |
|||||||||||
|
2011
|
2010
|
|||||||||||
|
Revenues
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Professional Fees
|
58,620
|
49,928
|
8,692
|
|||||||||
|
Exploration Costs
|
1,656,330
|
813,000
|
843,330
|
|||||||||
|
General and Administrative
|
318,771
|
16,040
|
302,731
|
|||||||||
|
Total Operating Expenses
|
2,033,721
|
878,968
|
1,154,753
|
|||||||||
|
(Loss) from Operations
|
(2,033,721
|
)
|
(878,968
|
)
|
(1,154,753
|
)
|
||||||
|
Net Interest Income (Expense)
|
(788
|
)
|
(627
|
)
|
(181
|
)
|
||||||
|
(Loss) from Operations Before Taxes
|
(2,034,509
|
)
|
(879,595
|
)
|
(1,154,914
|
)
|
||||||
|
Net (Loss)
|
$
|
(2,034,509
|
)
|
$
|
(879,595
|
)
|
$
|
(1,154,914
|
)
|
|||
20
Liquidity And Capital Resources
Our balance sheet as of April 30, 2011, reflects assets of $27,801. We had cash in the amount of $2,415 and a working capital deficit in the amount of $23,976 as of April 30, 2011. Thus, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.
Working Capital
|
April 30,
2011
|
July 31,
2010
|
|||||||
|
Current assets
|
$
|
8,165
|
$
|
24,552
|
||||
|
Current liabilities
|
32,141
|
117,480
|
||||||
|
Working capital deficit
|
$
|
(23,976
|
)
|
$
|
(92,928
|
)
|
||
We anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.
Going Concern Consideration
As reflected in the accompanying financial statements, the Company is in the exploration stage with no revenue generating operations and has a net loss since inception of $3,492,551 and used cash in operations of $1,535,141 from inception. In addition, there is a working capital deficit of $23,976 and a stockholders
’
deficiency of $4,340 as of April 30, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
On March 5, 2010, the Company changed its intended business purpose to that of precious metals mineral exploration, development and production. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
|
Nine-months Ended
|
||||||||
|
April 30,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net Cash Used in Operating Activities
|
$
|
(901,981
|
)
|
$
|
(204,880
|
)
|
||
|
Net Cash Used in Investing Activities
|
(2,099
|
)
|
(26,462
|
)
|
||||
|
Net Cash Provided by Financing Activities
|
898,293
|
267,733
|
||||||
|
Net Increase (Decrease) in Cash
|
$
|
(5,787
|
)
|
$
|
36,391
|
|||
Operating Activities
Net cash flow used in operating activities during the nine-months ended April 30, 2010 was $901,981 – an increase of $697,101 from the $204,880 net cash outflow during the nine-months ended April 30, 2010. This increase in the cash used in operating activities was primarily due to the acquisition and operations on the Keeno Property and the Guadalupe Property, as well as operations on the Guadalupe Property.
Investing Activities
Cash used in investing activities during the nine-months ended April 30, 2011 was $2,099 – a decrease of $24,363 when compared to the figures during the nine-months ended April 30, 2010. This decrease in the cash used in investing activities was primarily due to the purchase of computer equipment and not having website development costs during the period.
Financing Activities
Financing activities during the six-months ended April 30, 2011, provided $898,293 to us, an increase of $630,560 from the $267,733 provided by financing activities during the nine-months ended April 30, 2010. During the nine-months ended April 30, 2011, the company received $900,000 in proceeds from the issuance of common stock, and used $1,707 to repay net loans payable to related parties.
21
The Company’s financial commitments under the Guadalupe Option Agreement total $900,000 in cash payments to Yale and the funding of a total of $2,000,000 worth of exploration and development on the Property before December 30, 2013.
In connection with the Guadalupe Option and the Guadalupe Property, we recently learned that the validity of one of the two mining concessions that comprise the Guadalupe Property may have been questioned. Although nothing formal has been provided to Yale or us, Yale has indicated that it recently learned that there may have been errors in connection with the registration of some concessions in the mining cadastre of the district of Fresnillo, Zacatecas. We have not yet been able to determine if an error did, in fact, occur, and we have not made any conclusions at this time. We are continuing to investigate the matter to determine if the concessions are valid and to explore potential remedies if it is determined the concession is not valid
.
The Company’s financial commitments under the Keeno Strike Option Agreement total $272,000 in cash payments to the Optionor which was paid on or before June 30, 2010 and the funding of a minimum of $750,000 worth of exploration and development on the Property, with at least $400,000 to be incurred or funded on or before April 30, 2011 and $350,000 to be incurred or funded on or before April 30, 2012. However, we did not fund the $400,000 in exploration and development expenditures prior to April 30, 2011 and, as a result, are in default of the Keeno Strike Option Agreement. We anticipate negotiations with the Keeno Optionor will take place in order to discuss amending the terms of the Option Agreement, however, we cannont offer any assurance that such negotiation will be successful.
On May 7, 2010, we entered into an Equity Issuance Agreement with ZUG Financing Group S.A. (“ZUG”) wherein ZUG has agreed to advance up to $7,500,000 to our Company until December 31, 2011. While we have arranged for advances of up to $7,500,000 from ZUG, there can be no assurances that we will receive these funds from ZUG. As of April 30, 2011, $1,200,000 has been advanced to the Company by Zug Financing Group under the terms of the Equity Issuance Agreement.
Critical Accounting Policies
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
Costs of acquiring mining properties and any exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property. Mine development costs incurred either to develop new gold and silver deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.
The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain. Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain. As of April 30, 2011, none of our properties has proven reserves.
Recent Accounting Pronouncements
For recent accounting pronouncements, please refer to the notes to the financial statements section of this quarterly report.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Not Applicable.
|
Item 4.
|
Controls and Procedures
|
Our management evaluated, with the participation of Mr. Johannes Petersen, who currently serves as both Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure 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 period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
Changes in Internal Control over Financial Reporting
There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
22
Limitations
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
23
|
Item 1.
|
Legal Proceedings
|
We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.
|
Item 1A.
|
Risk Factors
|
Not Applicable.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
On February 1, 2011, we issued 37,500 shares of our common stock to an individual in consideration for consulting services rendered, pursuant to a consulting agreement. Such shares were issued in reliance upon certain exemptions from the registration requirements of the Securities Act of 1933, as amended, including Section 4(2) and from various similar state exemptions.
On February 1, 2011, we issued 10,000 shares of our common stock to an individual in consideration for consulting services rendered, pursuant to a consulting agreement. Such shares were issued in reliance upon certain exemptions from the registration requirements of the Securities Act of 1933, as amended, including Section 4(2).
As disclosed on our Current Report on Form 8-K filed with the SEC on April 29, 2010, on April 30, 2011 we issued 500,000 shares of common stock to certain individuals pursuant to the terms of the Keeno Strike Option Agreement in furtherance of our payments toward the ultimate exercise of our option to acquire a 72% interest in the Keeno Property. All of the securities issued to the individuals are being issued in reliance upon certain exemptions from the registration requirements of the Securities Act of 1933, as amended, including Section 4(2) and from various similar state exemptions.
|
Item 3.
|
Defaults Upon Senior Securities
|
None.
|
Item 4.
|
(Removed and Reserved)
|
24
|
Item 5.
|
Other Information
|
None.
|
Item 6.
|
Exhibits
|
|
Exhibit
No.
|
Description
|
|
|
3.1
|
Articles of Incorporation(1)
|
|
|
3.2
|
Certificate of Amendment, effective March 5, 2010(2)
|
|
|
Certificate of Amendment, effective June 23, 2010 (3)
|
||
|
3.3
|
Bylaws(1)
|
|
|
31.1
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
31.2
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
32
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
|
*
|
Filed herewith
|
|
(1)
|
Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007.
|
|
(2)
|
Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010.
|
|
(3)
|
Incorporated by reference from Form 8-K filed with the SEC on June 28, 2010.
|
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
GOLD AMERICAN MINING CORP.
|
||
|
Date: June 15, 2011
|
By:
|
/s/ Johannes Petersen
|
|
Johannes Petersen
|
||
|
Title: Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, President, Chairman of the Board of Directors |
||
26
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 Summary Of Significant Accounting Policies and OrganizationNote 2 Property and EquipmentNote 3 Stockholder LoansNote 4 Stockholders Equity (deficiency)Note 5 Related Party TransactionsNote 6 Agreements and CommitmentsNote 7 Going ConcernNote 8 Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II - Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. (removed and Reserved)Item 5. Other InformationItem 6. Exhibits