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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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
October 31, 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) 996 - 8200
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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
þ
No
o
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
þ
No
o
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
(Do not check if smaller reporting company)
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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
o
No
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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
o
No
o
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of December 15, 2011, there were 89,804,393 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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3 | ||||
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Item 1.
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Financial Statements
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20 | |||
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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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23 | |||
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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23 | |||
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Item 4.
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Controls and Procedures
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||||
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PART II – OTHER INFORMATION
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24 | ||||
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Item 1.
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Legal Proceedings
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24 | |||
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Item 1A.
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Risk Factors
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24 | |||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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24 | |||
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Item 3.
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Defaults Upon Senior Securities
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24 | |||
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Item 4.
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(Removed and Reserved).
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24 | |||
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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 | ||||
2
GOLD AMERICAN MINING CORP.
(AN EXPLORATION STAGE COMPANY)
CONTENTS
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Balance Sheets
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ASSETS
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October 31, 2011
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July 31, 2011
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(Unaudited)
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Current Assets
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Cash
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$ | 1,934 | $ | 5,226 | ||||
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Prepaid Expenses
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- | 5,174 | ||||||
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Total Current Assets
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1,934 | 10,400 | ||||||
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Property and Equipment, net
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2,915 | 3,121 | ||||||
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Total Assets
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$ | 4,849 | $ | 13,521 | ||||
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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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$ | 21,152 | $ | 22,043 | ||||
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Accounts Payable - related party
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45,000 | 37,500 | ||||||
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Notes Payable - related party
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20,000 | 18,500 | ||||||
| Loans Payable - related party | 14,241 | 2,244 | ||||||
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Total Liabilities
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100,393 | 80,287 | ||||||
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Commitments and Contingencies
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Stockholders' Deficiency
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Preferred stock, $0.00001 par value; 10,000,000 shares authorized,
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none issued and outstanding
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- | - | ||||||
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Common stock, $0.00001 par value; 500,000,000 shares authorized, 89,804,393 and 89,804,393
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issued and outstanding, respectively
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898 | 898 | ||||||
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Additional paid-in capital
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3,993,926 | 3,993,595 | ||||||
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Deficit accumulated during the exploration stage
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(4,090,368 | ) | (4,061,259 | ) | ||||
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Total Stockholders' Deficiency
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(95,544 | ) | (66,766 | ) | ||||
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Total Liabilities and Stockholders' Deficiency
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$ | 4,849 | $ | 13,521 | ||||
3
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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From July 2, 2007 (Inception) to
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October 31, 2011
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October 31, 2010
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October 31, 2011
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Operating Expenses
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Professional fees
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$ | 11,938 | $ | 30,329 | $ | 223,188 | ||||||
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Consulting Expense
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7,500 | 103,350 | 373,425 | |||||||||
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Exploration Costs
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6,021 | 623,952 | 3,259,729 | |||||||||
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General and administrative
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3,319 | 26,306 | 231,509 | |||||||||
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Total Operating Expenses
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28,778 | 783,937 | 4,087,851 | |||||||||
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Loss from Operations
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(28,778 | ) | (783,937 | ) | (4,087,851 | ) | ||||||
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Other Income/(Expenses)
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Interest Income
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- | 14 | 22 | |||||||||
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Interest Expense
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(331 | ) | (470 | ) | (2,539 | ) | ||||||
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LOSS FROM OPERATIONS BEFORE INCOME TAXES
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(29,109 | ) | (784,393 | ) | (4,090,368 | ) | ||||||
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Provision for Income Taxes
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- | - | - | |||||||||
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NET LOSS
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$ | (29,109 | ) | $ | (784,393 | ) | $ | (4,090,368 | ) | |||
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Net Loss Per Share - Basic and Diluted
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$ | (0.00 | ) | $ | (0.01 | ) | ||||||
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Weighted average number of shares outstanding
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during the period - Basic and Diluted
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89,804,393 | 86,918,679 | ||||||||||
4
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Statement of Changes in Stockholders' Equity/(Deficiency)
For the period from July 2, 2007 (Inception) to October 31, 2011
(Unaudited)
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Deficit
accumulated
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Total | |||||||||||||||||||||||||||
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Additional
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during
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Stockholders'
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||||||||||||||||||||||||||
| Preferred Stock | Common stock |
paid-in
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exploration
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Equity | ||||||||||||||||||||||||
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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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/(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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- | - | 152,500 | 2 | 88,948 | - | 88,950 | |||||||||||||||||||||
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Shares issued in exchange for mining rights
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- | - | 1,600,000 | 16 | 1,615,984 | - | 1,616,000 | |||||||||||||||||||||
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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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In kind contribution of interest
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- | - | - | - | 182 | - | 182 | |||||||||||||||||||||
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Net loss for the year ended July 31, 2011
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- | - | - | - | (2,603,217 | ) | (2,603,217 | ) | ||||||||||||||||||||
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Balance, July 31, 2011
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- | - | 89,804,393 | 898 | 3,993,595 | (4,061,259 | ) | (66,766 | ) | |||||||||||||||||||
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In kind contribution of interest
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- | - | - | - | 331 | - | 331 | |||||||||||||||||||||
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Net loss for the three months ended October 31, 2011
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(29,109 | ) | (29,109 | ) | ||||||||||||||||||||||||
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Balance, October 31, 2011
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- | $ | - | 89,804,393 | $ | 898 | $ | 3,993,926 | $ | (4,090,368 | ) | $ | (95,544 | ) | ||||||||||||||
5
Gold American Mining, Corp.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
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For the Three Months Ended
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For the Period from
July 2, 2007
(Inception) to
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October 31, 2011
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October 31, 2010
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October 31, 2011
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Cash Flows From Operating Activities:
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Net Loss
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$ | (29,109 | ) | $ | (784,393 | ) | $ | (4,090,368 | ) | |||
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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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206 | 2,260 | 11,393 | |||||||||
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Stock issued for mining rights
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- | 505,000 | 2,274,000 | |||||||||
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Impairment of website
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- | - | 14,253 | |||||||||
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Stock issued for services
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- | 43,950 | 137,325 | |||||||||
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In-kind contribution of services
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- | - | 16,920 | |||||||||
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In-kind contribution of interest
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331 | - | 1,396 | |||||||||
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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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(891 | ) | (87,683 | ) | 21,152 | |||||||
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Increase/(Decrease) in accounts payable - related party
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7,500 | - | 45,000 | |||||||||
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(Increase)/Decrease in prepaid expenses
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5,174 | (139,558 | ) | - | ||||||||
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Net Cash Used In Operating Activities
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(16,789 | ) | (460,424 | ) | (1,568,929 | ) | ||||||
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Cash Flows From Investing Activities:
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Advance receivable - related party
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- | - | (1,123 | ) | ||||||||
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Repayment of advance receivable - related party
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- | - | 1,123 | |||||||||
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Purchase of fixed assets
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- | (2,099 | ) | (28,561 | ) | |||||||
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Net Cash Used In Investing Activities
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- | (2,099 | ) | (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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- | (18,584 | ) | (66,276 | ) | |||||||
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Expenses paid by shareholder on Company's behalf
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- | - | 60,871 | |||||||||
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Proceeds from loans payable-related party
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11,997 | 19,479 | 104,779 | |||||||||
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Proceeds from notes payable-related party
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1,500 | - | 20,000 | |||||||||
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Proceeds from issuance of common stock
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- | 700,000 | 1,480,050 | |||||||||
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Net Cash Provided by Financing Activities
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13,497 | 700,895 | 1,599,424 | |||||||||
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Net Increase / (Decrease) in Cash
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(3,292 | ) | 238,372 | 1,934 | ||||||||
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Cash at Beginning of Period
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5,226 | 8,202 | - | |||||||||
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Cash at End of Period
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$ | 1,934 | $ | 246,574 | $ | 1,934 | ||||||
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Supplemental disclosure of cash flow information:
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Cash paid for interest
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$ | - | $ | 470 | $ | 948 | ||||||
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Cash paid for taxes
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$ | - | $ | - | $ | - | ||||||
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Supplemental disclosure of non-cash investing and financing activities:
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During the year ended July 31,2010, the Company's principal stockholder forgave loans of $24,262. The forgiveness was treated as contributed capital
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from the principal stockholder.
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6
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 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 name of Golf Alliance Corporation and 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.
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.
(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 October 31, 2011 and July 31, 2011, the Company had no cash equivalents.
7
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
(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 three months ended October 31, 2011 and 2010, the Company recorded exploration costs of $6,021 and $623,952, 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 three months ended October 31, 2011 and 2010, respectively.
(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.
As of July 31, 2011, the website valued at $14,253 was fully impaired.
(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 October 31, 2011 and 2010 there were 990,530 and 593,030, 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.
8
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
(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.
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 prepaids, accounts payable and accrued expenses, accounts payable-related party, notes payable-related party and loans payable – related party approximate fair value based on the short-term maturity of these instruments.
(M) Reclassifications
Certain amounts in the 2010 information have been reclassified to conform with the 2011 presentation. These reclassifications had no impact on the Company’s net loss or cash flows.
(N) Recent Accounting Pronouncements
ASU No. 2011-03; Reconsideration of Effective Control for Repurchase Agreements. In April, 2011, the FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.
9
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.
ASU No. 2011-04; Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. In May, 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs.
The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.
The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.
ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income. In June, 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.
The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recency of this pronouncement, the Company is evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.
On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.
10
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
At October 31, 2011 and July 31, 2011, respectively, property and equipment is as follows:
|
October 31
,
2011
(Unaudited)
|
July 31,
2011
|
|||||||
|
Website Development
|
$ | - | $ | - | ||||
|
Office Equipment
|
4,098 | 4,098 | ||||||
|
Less: accumulated depreciation
|
(1,183 | ) | (977 | ) | ||||
|
Total Property and Equipment
|
$ | 2,915 | $ | 3,121 | ||||
Depreciation/amortization expense for the three months ended October 31, 2011 and 2010 and for the period from July 2, 2007 (Inception) to October 31, 2011 was $206, $2,260 and $11,393 respectively.
During the year ended July 31, 2011, the Company determined that the website was fully impaired and recognized an impairment of $14,253.
On October 10, 2011, the Company executed an unsecured, non-interest bearing, due on demand promissory note payable to its principal stockholder in the amount of $20,000 encompassing the $18,500 loaned to the Company during the year ended July 31, 2011 and an additional $1,500 loaned on August 22, 2011. Pursuant to the terms of the note, the loans are non-interest bearing, unsecured and due on demand (See Note 6).
During the three months ended October 31, 2011, the principal stockholder loaned the Company $11,997 to pay Company expenses. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand (See Note 6).
During the year ended July 31, 2011, the principal stockholder loaned the Company $23,484 to pay Company expenses and was repaid $21,240 during the year. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand (See Note 6).
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 6). 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 year ended July 31, 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 5(G) and 6).
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 6).
11
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
(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/share). Each warrant is exercisable for a two year period and has an exercise price of $0.38 per share. As of October 31, 2011, none of the warrants had been exercised.
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/share). Each warrant is exercisable for a two year period and has an exercise price of $1.13 per share. As of July 31, 2011, none of the warrants had been exercised.
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/share). Each warrant is exercisable for a two year period and has an exercise price of $1.20 per share. As of October 31, 2011, none of the warrants had been exercised.
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/share). Each warrant is exercisable for a two year period and has an exercise price of $1.65 per share. As of October 31, 2011, none of the warrants had been exercised.
On April 30, 2010, the Company issued 333,333 shares of common stock for $200,000 ($0.60/share).
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/share).
On July 24, 2007, the Company issued 250,000,000 shares of common stock for $50 ($0.0000002/share).
(B) In-Kind Contribution
For the three months ended October 31, 2011 the shareholder of the Company contributed $331 of interest on behalf of the Company (See Note 6).
For the year ended July 31, 2011 the shareholder of the Company contributed $182 of interest on behalf of the Company (See Note 6).
For the year ended July 31, 2010 the shareholder of the Company contributed $4,320 of services on behalf of the Company (See Note 6).
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 6).
For the year ended July 31, 2009 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 6).
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 6).
For the year ending July 31, 2008 the shareholder of the Company contributed $5,760 of services on behalf of the Company (See Note 6).
For the year ending July 31, 2007 the shareholder of the Company contributed $1,080 of services on behalf of the Company (See Note 6).
12
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
(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 July 31, 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 7).
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 7).
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 7).
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 7).
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 7).
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 7).
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 7).
(F
) Stock Issued for Services
On May 1, 2011 the Company issued 10,000 shares of common stock having a fair value of $1,100 ($0.11/share) in exchange for consulting services (See Note 7).
On February 1, 2011 the Company issued 10,000 shares of common stock having a fair value of $2,400 ($0.24/share) in exchange for consulting services (See Note 7).
On February 1, 2011 the Company issued 37,500 shares of common stock having a fair value of $9,000 ($0.24/share) in exchange for consulting services (See Note 7).
On January 31, 2011 the Company issued 10,000 shares of common stock having a fair value of $2,500 ($0.25/share) in exchange for consulting services (See Note 7).
13
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
On November 1, 2010, the Company issued 37,500 shares of common stock having a fair value of $30,000 ($0.80/share) in exchange for consulting services (See Note 7).
On August 23, 2010, 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 7).
On August 1, 2010, the Company issued 37,500 shares of common stock having a fair value of $35,250 ($0.94/share) in exchange for consulting services (See Note 7).
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 7).
(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 4 and 6).
(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 6).
(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 October 31, 2011 and the related changes during this period are presented below:
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
|||||||
|
Stock Warrants
|
||||||||
|
Balance at July 31, 2011
|
990,530 | $ | .91 | |||||
|
Granted
|
- | $ | - | |||||
|
Exercised
|
- | $ | - | |||||
|
Forfeited
|
- | $ | - | |||||
|
Balance at October 31, 2011
|
990,530 | $ | 0.91 | |||||
|
Weighted Average Fair Value of Warrants Granted
|
$ | 0.91 | ||||||
14
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
|
2011 Outstanding Warrants
|
Warrants Exercisable
|
||||||||||||||||||
|
Range of
Exercise Price
|
Number
Outstanding at
October 31, 2011
|
Weighted
Average Remaining
Contractual Life
|
Weighted
Average
Exercise Price
|
Number
Exercisable at
October 31, 2011
|
Weighted
Average
Exercise Price
|
||||||||||||||
| $ | 0.38 - $1.65 | 990,530 |
0.88 years
|
$ | 0.91 | 990,530 | $ | 0.91 | |||||||||||
|
2010 Outstanding Warrants
|
Warrants Exercisable
|
||||||||||||||||||
|
Range of
Exercise Price
|
Number
Outstanding at
October 31, 2010
|
Weighted
Average Remaining
Contractual Life
|
Weighted
Average
Exercise Price
|
Number
Exercisable at
October 31, 2010
|
Weighted
Average
Exercise Price
|
||||||||||||||
| $ | 1.13 - $1.65 | 593,030 |
0.59 years
|
$ | 1.27 | 593,030 | $ | 1.27 | |||||||||||
For the three months ended October 31, 2011 the shareholder of the Company contributed $331 of interest on behalf of the Company (See Note 4).
During the three months ended October 31, 2011, the principal stockholder loaned the Company $11,997 to pay Company expenses. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand (See Note 4).
During the three months ended October 31, 2011, the Company paid $0 and accrued an additional $7,500 to its President for consulting services. The total amount owed to the President for consulting services is $45,000 as of October 31, 2011.
On October 10, 2011, the Company executed an unsecured, non-interest bearing, due on demand promissory note payable to its principal stockholder in the amount of $20,000 encompassing the $18,500 loaned to the Company during the year ended July 31, 2011 and an additional $1,500 loaned on August 22, 2011. Pursuant to the terms of the note, the loans are non-interest bearing, unsecured and due on demand (See Note 3).
15
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
During the year ended July 31, 2011, the Company paid $52,500 and accrued $37,500 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 4 and 5(G)).
During the year ended July 31, 2011, the principal stockholder loaned the Company $23,484 to pay Company expenses and was repaid $21,240 during the year ended July 31, 2011. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand. As of July 31, 2011 the outstanding balance of the loans was $20,744. The Company has imputed an interest rate of 6% per anum upon the loans. Accordingly, interest expense and an in-kind contribution to additional paid in capital of $182 was recorded as of and for the year ended July 31, 2011 (See Note 4 and 5(B)).
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 4). 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 year ended July 31, 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 4).
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(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 5(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 5(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 5(H)).
As of July 31, 2009, the shareholder of the Company contributed $12,600 of services on behalf of the Company (See Note 5 (B)).
16
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
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/share) 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/share). 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/share). 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/share). Each warrant is exercisable for a two year period and has an exercise price of $0.38 per share (See Note 5(A) and 5(J)). None of the aforementioned warrants had been exercised as of October 31, 2011.
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 three months ended October 31, 2010, the Company issued 37,500 shares of common stock with a fair value of $36,250 and paid $22,500 in consulting fees (See Note 5(F)). This agreement was terminated in April 2011.
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 Company acquired an option to acquire an option to acquire 72% interest in an approximately 245 acres property located in Clark County, Nevada (the “Property’). 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 installments 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 July 31, 2011, the Company issued 1,500,000 shares of common stock having a fair value of $1,515,000 (See Note 5(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 during the year ended July 31, 2011, therefore the agreement went into default and terminated as of July 31, 2011. Therefore, the Company issued the final 500,000 shares of common stock having a fair value of $505,000 as of July 31, 2011.
17
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 2011
(Unaudited)
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:
|
·
|
Upon signing the letter of intent the Company paid Yale $10,000 in refundable deposit
|
|
·
|
Upon signing of a Definite Agreement the Company paid $10,000 and issued 100,000 shares of common stock having a fair value of $101,000
|
|
·
|
For the year ended July 31, 2010 the Company paid $20,000 and issued 100,000 shares of common stock (See Note 5(E)).
|
|
·
|
On or before December 30, 2010, the Company will pay $30,000 and issue 100,000 shares of common stock. On December 31, 2010, the Company paid $30,000 and issued 100,000 shares of common stock (See Note 5(E)).
|
|
·
|
On or before June 30, 2011, the Company was required to pay $50,000 and issue 100,000 shares of common stock. and have minimum expenditures of $400,000. As of July 31, 2011, Yale issued a waiver regarding the required cash payment and stock issuance.
|
|
·
|
On or before December 30, 2011, the company will pay $50,000 and issue 100,000 shares of common stock.
|
|
·
|
On or before June 30, 2012, the Company will pay $75,000 and issue 100,000 shares of common stock
|
|
·
|
On or before December 30, 2012, the company will pay $100,000, issue 100,000 shares of common stock and have minimum expenditures of an additional $700,000
|
|
·
|
On or before June 30, 2013, the Company will pay $200,000 and issue 100,000 share of common stock
|
|
·
|
On or before December 30, 2013, the Company will pay $355,000, issue an 200,000 shares of common stock and have minimum expenditures of an additional $900,000
|
Upon the execution and exercise of the option, Yale will transfer a 90% undivided interest in the property to the Company. As of July 31, 2011, the Company issued 300,000 shares of common stock having a fair value of $254,000 (See Note 5(E)) and paid $50,000 in cash payments.
18
Gold American Mining, Corp.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As of October 31, 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 three months ended October 31, 2010, the Company issued 10,000 shares of common stock with a fair value of $8,700 and paid $2,000 in consulting fees (See Note 5(F)). This agreement was terminated as of August 1, 2011.
As reflected in the accompanying unaudited financial statements, the Company is in the exploration stage with minimal operations, has a net loss since inception of $4,090,368 and used cash in operations of $1,568,929 from inception. In addition, there is a working capital deficiency of $98,459 and a stockholders’ deficiency of $95,544 as of October 31, 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.
Subsequent to October 31, 2011, the principal stockholder loaned the Company $22,499 to pay Company expenses. Pursuant to the terms of the loan, the loans are non-interest bearing, unsecured and due on demand.
19
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 (“Guadalupe Option Agreement”) with Yale Resources Ltd. (“Yale”) with respect to our acquisition of an exclusive option (the “Option”) to purchase an undivided 90% interest in those two certain 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 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 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. We are also obligated to fund a total of $2,000,000 worth of exploration and development on the Guadalupe Property by December 30, 2013. Upon the execution and exercise of the Option, Yale will transfer a 90% undivided interest in the Guadalupe Property to the Company. Yale will act as the operator for the project, and should the earn-in be completed, Yale will 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 Guadalupe Property, during the quarter ended April 30, 2011, we learned that the validity of one of the two mining concessions may have been questioned. During the quarter ended July 31, 2011, enquiries were made regarding the possible legal challenge to the ownership of the Guadalupe Property and we learned that a third-party threatened to challenge it. We started preliminary negotiations with this third-party, through Yale, which didn’t lead to an agreement to solve the dispute. Subsequently, we learned that the third-party may have filed a lawsuit against the underlying owner of the Guadalupe Property. At this time, the situation remains unresolved and the Company has reached an understanding with Yale to stop making any further payments regarding the Guadalupe Option until the challenge to the ownership of the Guadalupe Property is resolved.
On April 28, 2010, we entered into a definitive option agreement (the “Keeno Strike Option Agreement”) with four individuals (collectively, the “Optionor”) with respect to our acquisition of an exclusive option (the “Keeno Option”) to purchase an undivided 72% interest in those certain 12 mining claims and a mill site claim containing approximately 245 acres, located in Clark County, Nevada (“Keeno Property”). To exercise the Keeno Option, we must pay cash to the Optionor, issue restricted shares of Company common stock to Optionor, and fund exploration and development expenditures on the Keeno Property. The cash payments contemplated under the agreement total $272,000 to be paid in installments on or before June 30, 2010, such payments having been completed as of the date of the filing of this Annual Report on Form 10-K. The number of Company shares to be issued to Optionor total 2,000,000 and are to be distributed in installments from the date of the definitive agreement through October 31, 2011. The Company needs 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 Optionor will transfer an undivided 72% interest in the Keeno Property to us. Instead, we have chosen not to exercise the option by not funding the $400,000 in work commitments, which were due on or before April 30, 2011, and the Option Agreement has been terminated.
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 to acquire 100% interest in an approximately 178 acres property located in Opodepe Municipality, Sonara Sate, Mexico (“La Escondida” project). To exercise the option the Company shall pay cash and fund exploration and development expenditures on the project. 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 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 option agreement was terminated and no additional payments are due.
20
Results of Operations
Three-months ended October 31, 2011 compared to the three-months ended October 31, 2010
We had a net loss of $29,109 for the three-months ended October 31, 2011, which was $755,284 lower than the net loss of $784,393 for the three-months ended October 31, 2010. This change in our results over the two periods is primarily the result of decreases in professional fees, consulting expenses, exploration costs and general and administrative expenses due to the termination of various consulting agreements and option agreements. The following table summarizes key items of comparison and their related increase (decrease) for the three-months ended October 31, 2011 and 2010:
|
Three-Months Ended
|
||||||||||||
|
October 31,
|
Increase
|
|||||||||||
|
2011
|
2010
|
(Decrease)
|
||||||||||
|
Revenues
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
|
Professional Fees
|
11,938
|
30,329
|
(18,391
|
)
|
||||||||
|
Consulting Expenses
|
7,500
|
103,350
|
(95,850
|
)
|
||||||||
|
Exploration Costs
|
6,021
|
623,952
|
(617,931
|
)
|
||||||||
|
General and Administrative
|
3,319
|
26,306
|
(22,987
|
)
|
||||||||
|
Total Operating Expenses
|
28,778
|
783,937
|
(755,159
|
)
|
||||||||
|
(Loss) from Operations
|
(28,778
|
)
|
(783,937
|
)
|
755,159
|
|
||||||
|
Net Interest Income (Expense)
|
(331
|
)
|
(456
|
)
|
125
|
|||||||
|
Loss from Operations Before Taxes
|
(29,109
|
)
|
(784,393
|
)
|
755,284
|
|
||||||
|
Net Loss
|
$
|
(29,109
|
)
|
(784,393
|
)
|
755,284
|
|
|||||
Liquidity And Capital Resources
Our balance sheet as of October 31, 2011, reflects assets of $4,849. We had cash in the amount of $1,934 and a working capital deficit in the amount of $98,459 as of October 31, 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
|
October 31, 2011
|
July 31,
2011
|
|||||||
|
Current assets
|
$
|
1,934
|
$
|
10,400
|
||||
|
Current liabilities
|
100,393
|
80,287
|
||||||
|
Working capital deficit
|
$
|
(98,459
|
)
|
$
|
(69,887
|
)
|
||
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 $4,090,368 and used cash in operations of $1,568,929 from inception. In addition, there is a working capital deficiency of $98,459 and a stockholder’s deficiency of $95,544 as of October 31, 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.
21
From 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.
|
Three-months Ended
|
||||||||
|
October 31,
|
||||||||
|
2011
|
2010
|
|||||||
|
Net Cash Used in Operating Activities
|
$
|
(16,789
|
)
|
$
|
(460,424
|
)
|
||
|
Net Cash Used in Investing Activities
|
0
|
|
(2,099
|
)
|
||||
|
Net Cash Provided by Financing Activities
|
13,497
|
700,895
|
||||||
|
Net Increase (Decrease) in Cash
|
$
|
(3,292
|
)
|
$
|
238,372
|
|
||
Operating Activities
Net cash flow used in operating activities during the three-months ended October 31, 2011 was $16,789 – a decrease of $443,635 from the $460,424 net cash outflow during the three-months ended October 31, 2010. This decrease in the cash used in operating activities was primarily due to the significantly lower level of exploration activities of the Company.
Investing Activities
Cash used in investing activities during the three-months ended October 31, 2011 was nil – a decrease of $2,099 when compared to the figures during the three-months ended October 31, 2010. This decrease in the cash used in investing activities was primarily due to the purchase of computer equipment.
Financing Activities
Financing activities during the three-months ended October 31, 2011, provided $13,497 to us, a decrease of $687,398 from the $700,895 provided by financing activities during the three-months ended October 31, 2010. During the three-months ended October 31, 2011, the company received $13,497 as loans from related parties.
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 October 31, 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 October 31, 2011, none of the Company’s projects have proven reserves.
22
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.
Not Applicable.
Evaluation of Disclosure 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 Controls Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the period covered by this quarterly report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
23
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.
Not Applicable.
None.
None.
None.
|
Exhibit
No.
|
Description
|
|
|
3.1
|
Articles of Incorporation (1)
|
|
|
3.2
|
Certificate of Amendment, effective March 5, 2010 (2)
|
|
|
3.3
|
Certificate of Amendment, effective June 23, 2010 (6)
|
|
|
3.4
|
Bylaws (1)
|
|
|
10.1
|
Stock Purchase Agreement by and between John Fahlberg and Johannes Petersen, dated February 12, 2010 (3)
|
|
|
10.2
|
Letter of Intent by and between the Company and Yale Resources, Ltd., dated March 5, 2010 (2)
|
|
|
10.3
|
Guadalupe Option Agreement between the Company and Yale Resources, dated April 26, 2010 (4)
|
|
|
10.4
|
Keeno Strike Option Agreement between the Company and Certain Individuals, dated April 28, 2010. (4)
|
|
|
10.5
|
Private Placement Subscription Agreement, dated April 30, 2010 (5)
|
|
|
10.6
|
Equity Financing Agreement between the Company and ZUG Financing Group S.A., dated May 7, 2010 (7)
|
|
|
Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
||
|
Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
||
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
______________________________
|
*
|
Filed herewith
|
|
(1)
|
Incorporated by reference from Form SB-2 filed with the SEC on October 31, 2007.
|
|
(2)
|
Incorporated by reference from Form 8-K filed with the SEC on March 10, 2010.
|
|
(3)
|
Incorporated by reference from Form 8-K filed with the SEC on February 18, 2010.
|
|
(4)
|
Incorporated by reference from Form 10-Q filed with the SEC on June 21, 2010.
|
|
(5)
|
Incorporated by reference from Form 8-K filed with the SEC on May 6, 2010.
|
|
(6)
|
Incorporated by reference from Form 8-K filed with the SEC on June 28, 2010.
|
|
(7)
|
Incorporated by reference from Form 8-K filed with the SEC on May 10, 2010.
|
24
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: December 15, 2011
|
By:
|
/s/ Johannes Petersen | |
| Name: | Johannes Petersen | ||
| Title: | Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Chairman of the Board of Directors | ||
25
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 Summary Of Significant Accounting Policies and OrganizationNote 2 Property and EquipmentNote 3 Notes Payable Related PartyNote 4 Loans Payable Related PartyNote 5 Stockholders Equity (deficiency)Note 6 Related Party TransactionsNote 7 Agreements and CommitmentsNote 8 Going ConcernNote 9 Subsequent EventItem 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