GOLDEN MATRIX GROUP, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(Mark One)
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Fiscal Year Ended
July 31, 2015
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________ to ________
SOURCE GOLD CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-54840
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46-1814729
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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4264 Lady Burton Street
Las Vegas, NV 89129
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(Address of principal executive offices)
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(432) 242-1325
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(Registrant’s Telephone Number)
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200 S. Virginia Street
Reno, NV 89501
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(Former Address of Principal Executive Offices)
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Securities Registered Pursuant to Section 12(b) of the Act:
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None
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Securities Registered pursuant to Section 12(g) of the Exchange Act:
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Common Stock, par value $0.001
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No
[X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No
[X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes
[X]
No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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
[X]
No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. . [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 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 a smaller reporting company)
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Smaller reporting company
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[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 [ ] No
[X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of October 5, 2015 was $347,243 based upon the price ($0.0001) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws. Our common stock is not traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board.
As of October 5, 2015, there were 3,472,433,130 shares of the registrant’s $0.001 par value Common Stock issued and outstanding.
Documents incorporated by reference: None
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Page
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PART I
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Item 1
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Business
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5
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Item 1A
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Risk Factors
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13
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Item 1B
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Unresolved Staff Comments
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15
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Item 2
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Properties
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15
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Item 3
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Legal Proceedings
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15
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Item 4
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Mine Safety Disclosures
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15
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PART II
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Item 5
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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16
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Item 6
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Selected Financial Data
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18
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Item 7
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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18
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Item 7A
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Quantitative and Qualitative Disclosures about Market Risk
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20
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Item 8
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Financial Statements and Supplementary Data
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F-1-F-32
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Item 9
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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21
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Item 9A
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Controls and Procedures
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21
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Item 9B
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Other Information
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22
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PART III
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Item 10
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Directors and Executive Officers and Corporate Governance
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23
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Item 11
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Executive Compensation
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25
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Item 12
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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26
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Item 13
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Certain Relationships and Related Transactions
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27
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Item 14
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Principal Accountant Fees and Services
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27
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PART IV
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Item 15
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Exhibits
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29
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
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The availability and adequacy of our cash flow to meet our requirements;
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Economic, competitive, demographic, business and other conditions in our local and regional markets;
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Changes or developments in laws, regulations or taxes in our industry;
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Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;
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Competition in our industry;
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The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
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Changes in our business strategy, capital improvements or development plans;
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The availability of additional capital to support capital improvements and development; and
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Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.
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This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Term
Except as otherwise indicated by the context, references in this report to “Company”, “
SRGL
,”
“we”, “us” and “our” are references to
Source Gold Corp
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All references to “USD” or United States Dollars refer to the legal currency of the United States of America.
Company Overview
We are an exploration state company that intends to engage in the exploration of mineral properties. We had acquired three mineral claims through our wholly owned subsidiaries Northern Bonanza, Inc., an Ontario corporation, (“Northern Bonanza”) and Source Bonanza, LLC, a Nevada limited liability company, (“Source Bonanza”), and have an option to acquire a fourth set of claims in British Columbia. None of these properties possesses known mineral reserves. All of our subsidiaries are currently active just dormant. Exploration of these mineral claims is required before a final determination as to their viability can be made.
On March 24, 2014, our Company filed a certificate of amendment with the Nevada Secretary of State to give effect to an increase in the Company’s authorized capital from 900,000,000 to 2,980,000,000 shares of common stock with a par value of $0.001.
On March 25, 2014, The Corporation appointed Edward Aruda, to the positions of the President, Treasurer, Secretary and as a Director, effective immediately. The Board of Directors also accepted the resignation from Dhugald Pinchin from all capacities to the Corporation effective immediately.
His resignation is for personal reasons and is not in connection with any known disagreement with the Company on any matter.
On July 25, 2014, our Company filed a certificate of amendment with the Nevada Secretary of State to give effect to an increase in the Company’s authorized capital from 2,980,000,000 to 7,980,000,000 shares of common stock with a par value of $0.001.
The Company through its subsidiary Northern Bonanza holds an option to acquire a partial interest in the following claims in Ontario, Canada:
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Southern Beardmore Claims
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A group of 21 mineral claims in the Beardmore Area and the Mary Jane Lake Area, 3 km south of Beardmore, Ontario, Canada.
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KRK West Claims
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The Company through its subsidiary Northern Bonanza, entered into an agreement that gave them the option to acquire an undivided 50% interest, in 19 mineral claims known as the KRK West Claims, located north of Thunder Bay, Ontario, Canada. The foregoing agreement is now the subject of a lawsuit between us and the other party to the agreement and has placed these 19 mineral claims at a standstill until this dispute is settled. The Company plans to begin exploration as soon as this is resolved.
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Source Bonanza owned a 100% membership interest in Vulture Gold, LLC, a Nevada limited liability company. Vulture Gold was the owner of the mineral rights to 27 unpatented mineral claims located in Maricopa County Arizona.
During the quarter ended April 30, 2012, we also entered into a property option agreement to acquire all mineral interests in three quartz claims located in British Columbia. If the option is exercised, then we will have the right to perform mining exploration work on the claims.
Southern Beardmore Claims.
On May 4, 2010, we acquired a group of 21 contiguous mineral claims in the Beardmore Area and Mary Jane Lake Area, near Beardmore, Ontario for $51,800 (CDN).
Location and Means of Access to Southern Beardmore Claims.
The property consists of nineteen contiguous mineral claims. The area of the property is 269 hectares. The northern boundary of the property is 3 kilometers south of Beardmore, Ontario on Highway 11. Highway 11 transects the property. Old logging roads also cross the property.
Title to Southern Beardmore Claims.
We only held the mineral rights to the Southern Beardmore Claims. We did not possess surface rights to the property. There are no royalties; back in rights payments or other agreements and encumbrances to which the property is subject. Additionally, there are no environmental liabilities to which the property is subject or permits that must be acquired to conduct the work proposed.
Previous Operations on the Southern Beardmore Claims.
There have been no prior operations on these claims.
Present Condition of Southern Beardmore Claims.
At the moment there are no established mineralized zones, mineral resources, mineral reserves and mine workings, tailing ponds, waste deposits and important natural features and improvements, relative to the outside property boundaries.
Proposed and Current State of Exploration and Development on the Southern Beardmore Claims.
During the year ended July 31, 2010, we incurred an additional $17,741 in staking costs in relation to these claims. Subsequent to acquisition the claims and exploration costs were transferred to Northern Bonanza at cost.
During the year ended July 31, 2010, we made exploration advances to the operator amounting to $47,806. As of July 31, 2010 the operator had incurred exploration expenses aggregating $20,118 resulting in net advances held being $26,968. During the year ended July 31, 2011, we made further advances to the operator of $7,040.
During the year ended July 31, 2011 the operator incurred exploration expenditures of $34,008 and we also incurred direct exploration expenditures of $47,335. Our direct exploration expenditures were primarily a fixed-wing airborne survey and a 43-101 report produced for the property.
We have immediate plans to explore these mines to determine resources available and consequently the costs incurred of $68,599 for these mineral properties was deemed to be fully impaired as of July 31, 2011. After the winter of 2015/2016 ends the Company plans to move an exploration team to this site and begin work.
Rock Formations and Mineralization of Existing or Potential Economic Significance on the Southern Beardmore Claims.
Regionally a swath of metavolcanic-metasedimentary rocks runs from Geraldton to Beardmore. The metavolcanic rocks are host to numerous showings and former producers of gold and silver. A metasedimentary sequence consists of both clastic and chemical metasediments. These are rocks from two northeast trenching belts and occur to the northwest and southeast of the central volcanic belt. The northern belt is about 3.4 km thick; the southern belt is in excess of 5.4 km. The Northern Bonanza claim group lies entirely within the southern belt. The clastic metasediments are wacked with minor intercalated siltstone and mudstone. The chemical metasediments comprise ironstone units 1-2 m thick bedded in the metavolcanics. The metavolcanics comprise mafic to intermediate flows in a belt 2.0 to 2.5 km wide and trend northeasterly between the two metasedimentary units. The metavolcanic flows are dark green to greenish black in color and typically consist of a massive medium grained basal part, a finer middle portion and a fine-grained to aphanitic upper part, which may be pillowed, amygdaloidal and/or variolitic. Proterozoic rocks comprise diabase sills of medium grain size and massive texture and form topographic highs in outcrop. Precious metals occur (i) in quartz and quartz-carbonate veins almost exclusively in metavolcanics but also in metasediments and (ii) in quartz veins in chert-hematite-magnelite-grunerite ironstone units interlaced with the mafic metavolcanics.
Impairment of the Southern Beardsmore Claims.
The Corporation possess a plan of exploration for the Southern Beardsmore Claims, the Corporation is in the initial stages of this process to possess the resources to execute on that plan.
The KRK West Claims
Location and Means of Access to KRK West Claims.
The property consists of 19 claims covering 15 square miles. It is located north of Thunder Bay in the Beardmore area of Northwestern Ontario, Canada. The nearest townships to the property are Pifher, Sandra, and Meade. The property can be accessed Access via Hwy 11 through the Village of Beardmore to Hwy 801.
Option Agreement
On October 26, 2009, we entered into an agreement with Thunder Bay Minerals, Inc. (the “Agreement” and “Thunder Bay”, respectively) under which we were granted an option to acquire an undivided 50% interest in 19 mineral claims known as the KRK West Claim, located north of Thunder Bay, Ontario, Canada. We were in a dispute with Thunder Bay regarding the ownership of the claims. The dispute is discussed more fully in the following section titled “Separate Purchase of KRK West Claims” and in Item 3 Legal Proceedings
Detailed below are the payments we have made to date and the payments we will be obligated to make in the future if the dispute with Thunder Bay is not resolved in our favor.
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Pay $110,000 (CDN) to Thunder Bay with $50,000 (CDN) of that amount due upon execution of the Agreement before commencing due diligence of the claims (paid) and the balance of $60,000 (CDN) on or before December 1, 2009 (paid);
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Incur $500,000 (CDN) in expenditures on the claims before December 31, 2010 and $500,000 in expenditures on the claims before December 31, 2011; and
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Issue 2,000,000 shares of our common stock to the shareholders of Thunder Bay within 30 days of closing the transaction.
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Exploration expenditures of $484,768 (CDN$500,000) on or before December 31, 2010, and $969,268 (CDN$1,000,000) in aggregate on or before December 31, 2011.
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In aggregate to July 31, 2011, the Company incurred exploration expenditures aggregating $32,080 (CDN$32,836)
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Pursuant to the agreement, if commercial production had been achieved and we sold or otherwise disposed of metals and minerals that had been produced and removed from the KRK West properties, we would pay Thunder Bay a 3% Net Smelter Return royalty.
In the event we sold or caused the sale of products other than to a smelter or refinery or otherwise caused the removal of products from the property, we would pay a 2% Net Smelter Return Royalty. Alternatively, we could buy back the royalty right for $1,000,000 for each breccia pipe that reached commercial production.
The property option agreement was stated in Canadian dollars. The US dollar equivalent was converted using the foreign exchange rate at July 31, 2010 for all future commitments.
During the year ended July 31, 2010, we learned that the optionor had allowed the underlying claims to lapse, and therefore the option agreement was null and void.
We and our former sole officer and director, Lauren Notar, purchased the claims from persons who re-staked the claims for an aggregate amount of $27,577. We subsequently purchased these claims from our former sole officer and director. Subsequent to acquisition, the claims were transferred to our then, wholly owned subsidiary, Northern Bonanza Inc.
The original optionor represents that control of the claims remains with the option or and that we have no right to further explore the property. We disagree with this assertion and accordingly, ownership to the claims is in dispute. On January 6, 2011, the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims. The hearing did not occur as the other party filed for a change of venue. A determination regarding the change of venue has not been made and a date for rendering the decision has not been established. Mediation regarding the matter was deferred until late 2011 and prior to the hearing the optionor cancelled the mediation.
In October 2011, we, as a result of the cancellation of the mediation hearing with William J. Wheeler regarding the Thunder Bay claims, decided the best course of action was to file suit. Accordingly, a suit was filed against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detail the breach of the Agreement by Thunder Bay and Wheeler and request:
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An order transferring an application regarding mining claims pending before the Office of the Mining and Lands Commissioner to the Ontario Superior Court of Justice to be consolidated with this action;
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A declaration regarding our ownership and Thunder Bay and Wheeler’s ownership with respect to certain mining claims; and
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$1,200,000 in damages from Thunder Bay and Wheeler.
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The Company entered into a formal settlement agreement with a vendor to settle an amount due of Cdn$34,000 by monthly installments of Cdn$5,000 commencing May 15, 2011. As of October 22, 2014, Cdn$30,000 of the total amount due has been paid.
Previous Operations on the KRK West Claims.
The KRK West property encompasses many previous prospects and occurrences that, since 1930, have been the subject of many prospecting, geophysics, and diamond drilling as well as high grading conducted by operators dating back between 1930-1950 where copper and gold mineralization was identified.
Present Condition of KRK West Claims.
At the moment there are no established mineralized zones, mineral resources, mineral reserves and mine workings, tailing ponds, waste deposits and important natural features and improvements, relative to the outside property boundaries
Work Completed on the Claims and Proposed and Current State of Exploration and Development on the Claims.
We have undertaken an initial trenching, sampling, and geological mapping program on the KRK West Claims. The samples are being assayed by Accurassay Laboratories in Thunder Bay, Ontario, Canada.
Based upon the initial exploration program of trenching, channel sampling, geological mapping and a TEM survey covering our claim group on over 15 square miles of the KRK West Property, we have identified three main areas of interest.
The first area of interest is the Little Brother Claim Group, where a number of samples were taken from an area along a northern grandiorite with intermediate volcanics, which yielded visible gold occurrences.
The second area of interest is close to the eastern portion of the property east of Peddle Lake. This area is the most active on the property where a number of drill collars belonging to a previous operator were drilled during the 1970's. The ground observations in the trenches and historical assessment have indicated a large disrupted zone carrying the potential for significant gold and silver values.
The third area of interest is the most westerly area of the property near Musca Lake, along a continuous shear zone. The Musca Lake zone consists of a quartz flooded shear which pinches and swells along its strike length.
Although we have not established an overall exploration budget for the KRK West claims at this time, we intend to continue with an exploration program centered on the major fault lines and areas of interest which traverse the KRK West mineral claims. Accurassay Laboratories is currently processing more than 250 trench samples from our three main areas of interest on the KRK West Property.
No Known Presence of Reserves on the KRK West Claims.
The proposed program is exploratory in nature and there are no established reserves on the property.
Rock Formations and Mineralization of Existing or Potential Economic Significance on the KRK West Claims.
The property is located within the Northern Felsic Metavolcanic Belt. Intermediate crystal-lithic tuff is the dominant rock type and underlies most of the property. These tuffs consist of intermixed units of crystal tuffs containing feldspar crystals and lithic tuffs containing fragments of felsic to intermediate composition. Felsic crystal tuffs are easily identified by the presence of quartz-eyes within a light gray crystal tuff. The rock weathers to a very distinctive porcellaneous buff-white color. The felsic crystal tuff forms two prominent east-west trending horizons within the intermediate crystal-lithic tuff in the southern half of the western portion of the property and can be traced to the western boundary. The felsic horizons vary in width from 25 to 120 meters, and can be traced for a length of 2.8 kilometers.
Gold occurs on the property associated with white quartz veins and pyritic horizons within felsic crystal tuffs and quartz-feldspar porphyry. Earlier exploration identified quartz veins and mineralized shear zones within felsic and mafic intrusions. Base and precious metals are found all over the property. The KRK West property encompasses many previous well known prospects and occurrences that since 1930 have been the subject of many prospecting, geophysics, and diamond drilling as well as high grading conducted by operators dating back between 1930-1950 where copper and gold mineralization was identified.
Impairment of the KRK West Claims .
We impaired a total of $131,295 of acquisition costs incurred as of July 31, 2010 made up of the initial $103,718 payment and the additional payment of $27,577
Vulture Peak Property and Gold Point Claim Group.
On August 7, 2010, we entered into an agreement with Vulture Gold LLC (“Vulture”), to purchase 100% of Vulture’s outstanding membership interests in consideration for 4 million shares of our common stock. Vulture is the owner of the mineral rights to unpatented mineral claims located in Maricopa County Arizona known collectively as the Vulture Claims.
Location and Means of Access to Vulture Claims.
The property is located approximately 15 km to 17 km southwest of Wickenburg in Maricopa County, Arizona. It consists of 27 claims located in Section(s) 23, 24, 25, 26, 35 and 36, T.6N., R.GW., and in Section(s) 3D, T.6N., R.5W., Maricopa County, Arizona. Each claim is approximately 20.7 acres with a total property area of 476.1 acres, configured in three separate blocks.
The property can be accessed from Wickenburg through Vulture Mine Road south from State Highway 60. Wickenburg is located 85 km (53 miles) NW of Phoenix; 98 km (61 miles) S of Prescott; and 206 km (128 miles) SE of Kingman. Wickenburg is connected with Phoenix through State Highway 60 south; and to Prescott and Kingman through State Highways 89 and 93 respectively. Wickenburg is one of the railway stations for Prescott-Phoenix branch of Santa Fe Railway. From Vulture Mine Road various gravel roads traverse through different areas of the property providing access to almost all the mineral claims.
Title to Vulture Claims.
The Vulture Claims were owned by Vulture Gold, LLC, which was owned 100% by Source Bonanza. The following claim maintenance fees are applicable for the property:
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Bureau of Land Management Claim Maintenance Fee equals $125 per claim per year ($3,625 each year, due on or before September 1)
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Maricopa County Recorder "Notice of Intent to Hold" Fee = $104 per year (due on or before November 1).
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A "Mineral Exploration Permit" application will be required to get a permit for the proposed exploration work to be carried out on the property. A minimum bond required is $3,000 but the actual bond amount is based upon the type of exploration and the degree of disturbance. The department responsible for issuing this is the Minerals Section of the Arizona State Land Department. Additionally, the Arizona State Land Commissioner, at his discretion, may also change the amount of the damage and restoration bond when warranted by any changes in the Plan of Operation.
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Previous Operations on the Vulture Claims.
The Vulture Claims were part of the historical Red Cloud Mine, Vulture Mine, Vulture Mine Extension, and Mohawk Mines. The first prospecting party to explore the mountains of north-central Arizona was guided by Pauline Veaver, a pioneer trapper and Indian Scout of the period. Henry Wickenburg, one of the party members, while prospecting south of Wickenburg located the Vulture lode in 1863. He established a camp on the Hassayampa River six miles east of the location, and for the next three years worked the richer parts of the outcrop ore. No records are available for his production.
In November 1, 1866, the Vulture Claims and adjoining area was acquired from Wickenburg by the Vulture Company of New York. This company established a camp at the mine, and built a forty stamp amalgamation and concentration mill at Wickenburg. This pioneer company operated steadily from 1867 to July 1872. Chinese miners were employed. Concentrates were stored, and the production was in gold bullion saved on the plates. The property was closed due to excessive transportation costs and to the apparent pinching of the ore at water level.
In 1870 a new corporation was formed to operate the Vulture and Vulture Extension of Taylor and Smith. This company was known as the Arizona Central Mining Company. Vulture Extension property was reportedly located to the north of the Vulture Mine and is believed to be located on claim 27 and 28, an area staked by Gold Point LLC. An 80 stamp mill was built at the mine, and water was pumped from Hassayampa at Seymour, through a seven mile pipe line. Power was supplied by wood burning boilers. Work was continued by this company for nine years on a large scale. A great deal of very low grade ore was treated. No exact figures are available on the production but scattered estimates of the Art one Daily Star and U.S. Mint reports indicate a probable gross of 3,000,000 ounces. The mine was worked down about 300 feet to a fault which cut off the ore body.
In 1908 the property was acquired by the Vulture Mines Company. This company at first used 20 stamps of the Arizona Central Company mill. In 1910 a new 20 stamp mill was erected driven by gasoline engine, which treated from 100 to 120 tons a day of ore. This company operated the mine up to 1917. The gross output of this company which worked on the faulted segment of ore was $1,839,375, 30 percent of which was concentrates and 70 percent bullion.
In 1927 D.R. Finlayson acquired the property and organized the Vulture Mining and Milling Company. A 5-stamp amalgamation mill was built at the mine using water pumped from the mine, power being supplied by Diesel engine. Old pillars were treated.
In 1929, a diamond drill campaign was started, after a careful geological study, to prospect for the second faulted segment of the ore. Vein matter carrying free gold was encountered. Financial help was enlisted from the United Verde Extension Mining Company of Jerome. In 1930 and 1931 an 800 foot shaft was sunk to prospect the ground cut by the drill. A large vein was encountered. After six months lateral work and a little drilling, work was abandoned.
Present Condition of Vulture Claims.
There are several areas of past producing mines and old workings located on the property. Detailed below are some of the old workings on the property.
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Red Cloud Mine
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This shaft is located at 0329733 E, 3745506 N at an elevation of 2,222 ft. (692 m). The shaft area is fenced. Mine dump material is lying in the immediate surrounding area. Groundwater was observed in the shaft by throwing a piece of rock in the shaft and is estimated to be at a depth of 60 to 80 m below ground surface. Three old trenches were observed; two on the west and one on the east side along strike of this shaft.
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Red Cloud Mill and Shaft
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An old shaft, foundations of a stamp mill and an approximately 30 m long trench was observed at this location. A small dump of old milling material was also observed.
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Vulture Mine Extension
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This area is marked by the presence of a shaft, an abandoned mill site with remnants of hoist, head frame, ball mills, generator, etc. This area is located on Vulture claim at 0330263 E, 3744219 N with an elevation of 2162 ft. (659 m). The shaft is fenced and was observed to be plugged with rock material at 6 to 7 m depth.
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Mohawk
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Gold Point claims 27-29 located immediately to the west of Vulture Mine private property were historically called Mohawk group of claims reportedly located 2 miles (3 km) to the west of historical Vulture and Black Hawk mines. Historical work done in this area included a shaft down to about 48 feet which passed through 24 feet of ledge matter.
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Work Completed on the Vulture Claims.
During the years ended July 31, 2015 and July 31, 2014, we incurred exploration expenditures of $0 and $0 on the property.
The Company is working to obtain funding for immediate plans to explore these mines to determine resources available and consequently the costs of $2,000,000 incurred for these mineral properties.
Proposed State of Exploration and Development on the Vulture Claims and Impairment of Vulture Claims.
We have not carried out any substantive exploration work on the property. However, on March 13, 2008 Gold Point LLC, the party that staked the current Vulture Claims, contracted Fred B. Brost, P.E. to carry out rock sampling on Red Cloud, Red Rock, and Vulture claims. A total of six samples were collected during this work at various locations. The samples were analyzed at Jacobs Assay Office in Tucson. Following receipt of the assay results, we retained a geologist to conduct a study and produce a report on the exploration potential of the property. He recommended the following two stage exploration program:
No Known Presence of Reserves on the Vulture Claims.
The proposed program is exploratory in nature and there are no known reserves on the property.
Rock Formations and Mineralization of Existing or Potential Economic Significance on the Vulture Claims.
Mineralization on the claims and adjoining areas can be classified into three types: i) mineralized veins, ii) porphyritic masses of rock, iii) mixed deposits in which veins and porphyry are both present.
Mineralized Veins.
Fractures filled with quartz and other veining material was observed at places on the claims but no strong or regular veins were located. Most of the veins are at the contact of volcanics and metasediments. Gold, silver and other metals may concentrate in quartz veins and in silicified and altered rocks. Some irregular quartz veins were observed in schistose rocks where vein filling occur mainly along the cleavage of schist.
Porphyritic Masses of Rock.
At many places quartz monzonite volcanic dykes were observed containing pyrite in disseminated crystalline grains with in porphyritic masses of rocks. The distribution of this sulphide looks like independent of fractures or fracture filling. Moderate to severe alteration of dykes and wall rocks has converted feldspar and mafic minerals to a fine grained sericite, hematite, and clay minerals. Altered dyke rocks commonly consist of quartz "eyes" in a fine-grained matrix of alteration minerals. Conceptual restoration of the rocks of the Vulture mine area to their pre-rotations orientation reveals that the mineralization and alteration originally occurred along a north-northeast-trending subvertical dyke that projected upward from the structural top of a Cretaceous granitoid pluton. The association of gold with dyke and gradation of the dyke into the granitic rocks of the pluton indicate that gold mineralization was intimately related to Cretaceous magmatism and dyke emplacement. Later erosion and subsequent burial by lower Miocene volcanic rocks was followed by structural dismemberment and tilting and eventual uncovering by late Cenozoic erosion.
Mixed Mineralization.
Combined veining and porphyritic style of mineralization was observed to be a common feature especially on Gold Point Vulture claim and Gold Point claims 27-29 located in the southwestern part of the property. Granitoid rocks are intersected by porphyritic volcanic rocks in these areas. Hematitic alteration is common and covers large areas at the contact of granite and volcanic dykes.
Impairment of the Vulture Claims.
Although we possess a plan of exploration for the Vulture Claims, we do not possess the resources to execute on that plan. Additionally, while it is our goal to raise capital to finance the exploration, there is no assurance of additional funding being available or on acceptable terms, if at all. As a result, we have fully impaired the value of the Vulture Claims.
British Columbia Claims.
On March 28, 2012, we entered into a property option agreement with Blair Naughty (“Naughty”), an individual, to acquire all mineral interests in three quartz claims located in British Columbia (the “Agreement” and the “British Columbia Claims”, respectively). The British Columbia Claims cover approximately 2,785 acres in Northern British Columbia on the Yukon Border. Pursuant to the terms of the Agreement:
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We can acquire mineral interests in and to the British Columbia Claims by 1) paying to Naughty $5,000 within 5 days of the effective date of the Agreement (paid), 2) issuing to Naughty 1,000,000 shares of our common stock (issued) and 3) incurring expenditures (as defined in the Agreement, a copy of which is attached as Exhibit 10.1 to our Form 10-Q for the quarter ended April 30, 2012, which was filed on June 14, 2012) of $25,000 on or before September 15, 2013 for the purpose of developing the British Columbia Claims. A further description of the British Columbia Claims can be found in Exhibit A to the Agreement;
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We can serve as the operator on the British Columbia Claims;
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Naughty will retain a 3.0% royalty in the British Columbia Claims. A further description of the royalty on the British Columbia Claims can be found in the Agreement;
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Under certain terms and conditions we will have the ability to purchase 2% of the 3% royalty held by Naughty;
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If Naughty desires to sell the royalty, then we have a first right of refusal;
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We can assign the agreement with the consent of Naughty;
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We and Naughty agreed to the establishment of an area of common interest which covers all land within 2 kilometers of the British Columbia Claims. If Naughty acquires mining permits in such area of common interest, then he must offer us the mining permits at staking cost plus 20%. If acquired, the mining permits would fall under the terms of the Agreement;
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Conduct such prospecting, exploration and development work as we deem advisable; and
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Remove and dispose of reasonable quantities of ores, minerals and metals for the purpose of obtaining assays or making other tests.
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The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement attached as Exhibit 10.1 to our Form 10-Q for the quarter ended April 30, 2012, which was filed on June 14, 2012.
At this point in time we are still gathering information on the British Columbia Claims. Once we have gathered sufficient information, then there will be disclosures regarding the British Columbia Claims similar to the disclosures regarding our other claims.
Bitcoin Mining
The Company has entered into negotiations to acquire Bitcoin and Alternative digital currency mining technology which will allow the company to enter into the digital currency mining arena.
The Company is in the planning stages of developing a digital mine for the application of the technology currently subject to acquisition. The company has secured a source of servers available subject to the company receiving financing. The company anticipates the completion of negotiations, by August 1, 2014 with a due diligence period to be initiated upon completion.
The company is in discussions for financing for the server acquisition and expects to have a commitment prior to completion of negotiations or August 1, 2014.
The acquisition of the technology and financing commitment is subject to formal documentation which is being prepared subject to the completion of the final diligence process.
Source Gold intends to release more details on the location and the terms of the acquisition once the due diligence process has been completed.
Competition
The mineral exploration industry, in general, is intensely competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves.
Most companies operating in this industry are more established and have greater resources to engage in the production of mineral claims. We were incorporated on June 4, 2008 and our operations are not well-established. Our resources at the present time are limited. We may exhaust all of our resources and be unable to complete full exploration of our various claims. There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities. If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibit our ability to compete with other companies in the industry and enter into production of the mineral claim if a commercial viable deposit is found to exist.
Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in not receiving an adequate return on invested capital.
Compliance with Government Regulation
Canada.
The main agency that governs the exploration of minerals in the Province of Ontario is the Ontario Ministry of Northern Development, Mines and Forestry.
The Ontario Ministry of Northern Development, Mines and Forestry manages the development of Ontario’s mineral resources, and implements policies and programs respecting their development while protecting the environment. In addition, the Ministry regulates and inspects the exploration and mineral production industries in Ontario to protect workers, the public and the environment.
The material legislation applicable to us is the Ontario Mining Act. In order to prospect on Crown lands in Ontario or stake out, record, or apply to record the staking of a mining claim, a person must be a holder of a prospector's license issued under the Ontario Mining Act. In order to obtain a license an application is made to the nearest Mining Lands office or other offices offering Mining Lands services of the Ministry of Northern Development, Mines and Forestry. Although a license is required for prospecting, unlicensed parties can perform pre-exploration activities including: geophysical/geochemical surveys, airborne geophysical surveys, limited stripping and trenching, limited bulk sampling and various forms of drilling can be conducted without a license.
Prospecting or preliminary exploration may require the following permits and approvals:
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Provincial permits associated with use of Crown land for road building, water crossings, tree cutting, burning of materials or approach to a Provincial highway. In addition, some of the permits required for activity on Crown land may require a limited Environmental Assessment;
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Federal approvals for crossing a watercourse designated as navigable; work near or within waters that are -fish habitat; exploration on First Nation Reserve land; or purchase and possession of explosives; and
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Municipal approvals for potential changes in land use, and sometimes for burning of materials.
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If we progress past the exploration stage then the next three main stages in the development of a mining project are advanced exploration, development, operations, and closures. At such point in time as we move closer towards realizing each stage we will provide the major regulatory and permitting requirements to be taken into consideration.
In order to hold a claim in good standing or to apply for a lease, exploration work (referred to as assessment work) must be performed and reported to the Crown for approval within specified time limits. Qualifying assessment activities fall into two categories, those performed within 12 months prior to the recording of mining claims and those performed after the recording of mining claims. Activities in the former category are regional surveys such as airborne geophysics and regional or reconnaissance ground exploration and prospecting by a holder of a valid prospector’s license. Activities in the latter category include prospecting and physical work such as manual, mechanical overburden stripping and bedrock trenching, and shaft sinking, driving adits and open cuttings.
United States.
The exploration, drilling, and mining industries in the United States operate in a legal environment that requires permits to conduct virtually all operations. A Mineral Exploration Permit application will be required to get a permit for the proposed exploration work to be carried out on the Vulture Claims. The department responsible for issuing this is the Minerals Section of the Arizona State Land Department (the “ALSD”).
An exploration permit is valid for one (1) year, renewable up to five (5) years. An Exploration Plan of Operation must be submitted annually and approved by the ASLD prior to startup of exploration activities. A minimum bond required is $3,000 but the actual bond amount is based upon the type of exploration and the degree of disturbance. The State Land Commissioner, an Arizona official, at his discretion, may also change the amount of the damage and restoration bond when warranted by any changes in the Plan of Operation.
Once a permit is issued then there are minimum expenditure requirements. If no work was completed on-site, the applicant can pay the equal amount to the department. An exploration permit does not permit its holder to conduct mining operations. If discovery of a valuable mineral deposit is made, then the permitee must apply for a mineral lease before actual mining activities can begin.
Employees
We have no employees as of the date of this report other than our President and CEO, Mr. Eddie Aruda. We conduct our business largely through agreements with consultants and other independent third party vendors. We do not anticipate hiring additional employees over the next twelve months.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Environmental Laws
With the exception of the regulations discussed above, we have not incurred and do not anticipate incurring any expenses associated with environmental laws during the currently planned exploratory phases of our operations.
Subsidiarie
s
We have the following wholly owned subsidiaries: IRC Exploration Ltd., (‘IRC”) a company incorporated in Alberta, Canada on August 1, 2008; Northern Bonanza Inc., (‘NBI”) a company incorporated in Ontario, Canada on June 30, 2010; Source Bonanza LLC, (“SB”) a Limited Liability Company incorporated in Nevada, USA on June 18, 2010; and Vulture Gold LLC (“Vulture”), a Nevada Limited Liability Company which was acquired on August 7, 2010.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
WHERE YOU CAN GET ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site,
www.sec.gov
.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
An investment in the Company's common stock involves a high degree of risk. One should carefully consider the following risk factors in evaluating an investment in the Company's common stock. If any of the following risks actually occurs, the Company's business, financial condition, results of operations or cash flow could be materially and adversely affected. In such case, the trading price of the Company's common stock could decline, and one could lose all or part of one's investment. One should also refer to the other information set forth in this report, including the Company's consolidated financial statements and the related notes.
Our common stock is considered a "penny stock". The application of the "penny stock" rules to our common stock could limit the trading and liquidity of the Common stock, adversely affect the market price of our common stock and increase the transaction costs to sell those shares.
Our common stock is a "low-priced" security or "penny stock" under rules promulgated under the Securities Exchange Act of 1934, as amended. In accordance with these rules, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document, which describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer. The effect of these restrictions will likely decrease the willingness of broker-dealers to make a market in our common stock, will decrease liquidity of our common stock and will increase transaction costs for sales and purchases of our common stock as compared to other securities.
The company continues to use significant amounts of cash for its business operations, which could result in us having insufficient cash to fund the company's operations and expenses under our current business plan.
The Company's liquidity and capital resources remain limited. There can be no assurance that the Company's liquidity or capital resource position would allow us to continue to pursue our current business strategy. Any fluctuations or downturn in the securities market could adversely affect the value of our outstanding securities. As a result, without achieving growth in our business along the lines we have projected, we would have to alter our business plan or further augment our cash flow position through cost reduction measures, sales of assets, additional financings or a combination of these actions. One or more of these actions would likely substantially diminish the value of its common stock.
Because of the unique difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of mineral properties. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The search for valuable minerals also involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time, we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position. In addition, there is no assurance that the expenditures to be made by us in the exploration of the mineral claims will result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.
If we are unable to successfully compete within the mineral exploration business, we will not be able to achieve profitable operations.
The mineral exploration business is highly competitive. This industry has a multitude of competitors and no small number of competitors dominates this industry with respect to any of the large volume metallic minerals. Our exploration activities will be focused on attempting to located commercially viable mineral deposits on our claims. Many of our competitors have greater financial resources than us. As a result, we may experience difficulty competing with other businesses when conducting mineral exploration activities on our claims. If we are unable to retain qualified personnel to assist us in conducting mineral exploration activities on our claims; if a commercially viable deposit is found to exist, we may be unable to enter into production and achieve profitable operations.
There is substantial uncertainty about the ability of Source Gold Corp. to continue its operations as a going concern.
In their audit report, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to Source Gold Corp., we believe that if we do not raise additional capital within 12 months, we may be required to suspend or cease the implementation of our business plans. As such we may have to cease operations and you could lose your entire investment.
Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors.
Risks Related To Our Financial Condition
Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur continuing and significant losses into the foreseeable future. As a result of continuing losses, we may exhaust all of our resources and be unable to complete the exploration of our properties. Our accumulated deficit will continue to increase as we continue to incur losses. We may not be able to earn profits or continue operations if we are unable to generate significant revenues from the exploration of our mineral claims. There is no history upon which to base any assumption as to the likelihood that we will be successful, and we may not be able to generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
If we do not obtain adequate financing, our business will fail, resulting in the complete loss of your investment.
If we are not successful in earning revenues once we have started our planned sales activities, we may require additional financing to sustain business operations. Currently, we do not have any arrangements for financing and we may be unable to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the Company’s ability to attract customers. The Company may be unable to access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions.
The company’s management could issue additional shares, since the company has 7,980,000,000 authorized common shares, diluting the current shareholders’ equity.
The Company has 7,980,000,000 common shares, of which 3,472,433,130 are currently issued and outstanding. The Company’s management could, without the consent of the existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the Company’s current shareholders. Additionally, large share issuances would generally have a negative impact on the Company’s share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment.
Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and may grant voting powers, rights and preference that differ from or may be superior to those of the registered shares.
Our articles of incorporation allow us to issue 20,000,000 shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. Furthermore, Edward Aruda serves as our sole director and, therefore, has the ability to issue preferred stock without shareholder approval, especially in the event the offering is not subscribed sufficiently to constitute a majority of the issue and outstanding shares of common stock. As a result, our sole director could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
Future sales of our common stock could put downward selling pressure on our common stock, and adversely affect the per share price. There is a risk that this downward pressure may make it impossible for an investor to sell share of common stock at any reasonable price, if at all.
Future sales of substantial amounts of our common stock in the public market or the perception that such sales could occur, could put downward selling pressure on our common stock and adversely affect its market price.
We do not anticipate paying dividends in the foreseeable future.
We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business.
Because the Company does not anticipate paying cash dividends in the foreseeable future which may lower expected returns for investors, and as such our stockholders will not be able to receive a return on their investment unless they sell their shares of common stock.
Because we expect to incur losses in the future, failure to generate revenues will cause us to go out of business and your entire investment could be lost.
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.
Our operating results may prove unpredictable, which could result in the complete loss of your investment.
Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our ability to generate enough working capital from future equity sales; the level of commercial acceptance by the public of our services; fluctuations in the demand for secure online storage; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, infrastructure and general economic conditions.
If realized, any of these factors could have a material adverse effect on our business, financial condition and operating results, which could result in the complete loss of your investment.
As the company’s sole officer and director has other outside business activities, he may not be in a position to devote a majority of his time to the company, which may result in periodic interruptions or business failure.
Mr. Aruda our sole officer and director, has other business interests and currently devote approximately 20 hours per week to our operations. Mr. Aruda may have to arrange leave from his current occupation to travel around the North America and may not be able to do so at the exact period needed and this could cause an interruption to the company’s planned services, which may result in periodic interruptions or suspensions of our business plan. If the demands of the Company’s business requires more business time of our sole officer and director, is prepared to adjust his timetable to devote more time to the Company’s business. However, he may not be able to devote sufficient time to the management of the Company’s business, which may result in periodic interruptions in implementing the Company’s plans in a timely manner. Such delays could have a significant negative effect on the success of the business.
Key management personnel may leave the company, which could adversely affect the ability of the company to continue operations.
The Company is entirely dependent on the efforts of its sole officer and director. The Company does not have an employment agreement in place with its sole officer and directors. Their departure or the loss of any other key personnel in the future could have a material adverse effect on the business. The Company believes that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service. However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. The Company does not maintain key person life insurance on its sole officer and directors.
In the case if the company is dissolved, it is unlikely that there will be sufficient assets remaining to distribute to the shareholders.
In the event of the dissolution of the Company, the proceeds realized from the liquidation of its assets, if any, will be distributed to the shareholders only after the claims of the Company’s creditors are satisfied.
Because we are small and have limited capital, our marketing campaign may not be sufficient to attract enough clients and we may not be able to assume significant additional costs to operate profitably. If we do not operate profitably, we may have to suspend or cease operations.
Because we are a small company, with limited capital, we must limit our marketing activities and may not be able to make our services known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. In addition, we may not be able to assume significant additional costs to operate. If we are unable to make any necessary change in the Company structure, do the proper negotiations with the developers or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease them entirely which could result in a total loss of your investment.
None.
Our corporate headquarters are located at 4264 Lady Burton Street, Las Vegas, NV 89129. The lease term is month to month. As of the date of this filing, the Company has not sought to move our office. Additional space may be required as the Company expands its operations. Management does not foresee any significant difficulties in obtaining any required additional space. The Company currently does not own any real property. The Company does not currently own any real property.
On October 26, 2009, we entered into an agreement with Thunder Bay Minerals, Inc. (the “Agreement” and “Thunder Bay”, respectively) under which we were granted an option to acquire an undivided 50% interest in 19 mineral claims known as the KRK West Claim, located north of Thunder Bay, Ontario, Canada. During the year we learned that Thunder Bay had allowed the KRK West Claims to lapse, and therefore the option agreement was null and void. As discussed above, we were able to re-purchase 13 of the 19 KRK West Claims from persons who re-staked the claims for an aggregate amount of $27,578. We also incurred exploration expenditures of $555 in relation to these claims. Subsequent to acquisition of the claims they were transferred to our wholly owned subsidiary, Northern Bonanza, Inc.
Thunder Bay maintained that control of the KRK West Claims remains with it and that we had no right to further explore the property. We disagreed with this assertion and accordingly ownership to the claims wass in dispute.
On January 6, 2011, the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims. The hearing did not occur as the other party filed for a change of venue and mediation regarding the matter that was scheduled. Two days prior to the scheduled mediation, William J. Wheeler (“Wheeler”), the principal of Thunder Bay, cancelled the mediation.
As a result of the cancellation, we filed suit. Accordingly, we filed an action against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detailed the breach of the Agreement by Thunder Bay and Wheeler and request:
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An order transferring an application regarding mining claims to Ontario Superior Court to be consolidated with this action;
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A declaration regarding our ownership and Thunder Bay and Wheeler’s ownership with respect to certain mining claims; and
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$1,200,000 in damages from Thunder Bay and Wheeler.
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The Company entered into a formal settlement agreement with the vendor to settle an amount due of Cdn$34,000 by monthly installments of Cdn$5,000 commencing May 15, 2011. As of October 31, 2011, Cdn$30,000 of the total amount due has been paid.
Other than the foregoing, we know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
None.
Common Stock
Our common stock is currently quoted on the OTC Markets. Our common stock has been quoted on the OTC Markets since January 2, 2009 under the symbol “IBXR”. On October 14, 2009, our symbol was changed to “SRGL” to reflect our Company’s name change. Because we are quoted on the OTC Markets, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.
The following table sets forth the high and low bid prices for our Common Stock per quarter as reported by the OTC Markets for the past two fiscal years, our fiscal year end is July 31. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.
There has been very limited trading activity in our common stock, and the prices quoted may not be a reliable indication of the value of our common stock.
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Fiscal Year
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First Quarter
Aug 1 – Oct 31
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Second Quarter
Nov 1 – Jan 31
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Third Quarter
Feb 1 – April 30
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Fourth Quarter
May 1 – July 31
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2015 – High
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$0.0003
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0.0002
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0.001
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0.0001
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2015 – Low
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$0.0001
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0.000001
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0.000001
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0.000001
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2014 – High
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$0.0018
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0.0013
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0.0020
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0.0013
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2014 – Low
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$0.001
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0.0005
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0.0006
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0.0001
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As of July 31, 2015, there were 3,472,433,130
shares of the registrant’s $0.001 par value common stock issued and outstanding and were owned by approximately 57 holders of record, based on information provided by our transfer agent.
Penny Stock Regulation
Shares of our common stock will probably be subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:
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a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
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a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws;
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a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
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a toll-free telephone number for inquiries on disciplinary actions;
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definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
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such other information and is in such form (including language, type, size and format), as the SEC shall require by rule or regulation.
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Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:
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the bid and offer quotations for the penny stock;
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the compensation of the broker-dealer and its salesperson in the transaction;
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the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
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monthly account statements showing the market value of each penny stock held in the customer's account.
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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.
Description of Registrant’s Securities
We have authorized capital stock consisting of 7,980,000,000 shares of common stock, $0.001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.001 par value per share (“Preferred Stock”).
Recent Sales of Unregistered Securities
From August 1, 2014, until October 31, 2014, the holders of a convertible notes converted $93,495 of principal and interest into 1,612,604,714 shares of the Company’s common stock.
From November 1, 2014, until February 28, 2015, the holders of a convertible notes converted $2,005 of principal and interest into 277,000,000 shares of the Company’s common stock.
From May 1, 2015, until July 31, 2015, the holder of a convertible note converted $1,490 of principal into 149,000,000 shares of the Company’s common stock.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Other than as previously disclosed, none.
Recent Issuances of Unregistered Securities Subsequent to our Fiscal Year end of July 31, 2015.
On August 14, 2015, the Company issued 1,000 shares of Series B Voting Preferred Stock to Santa Rosa Resources, Inc., representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Preferred Stock
We are currently authorized to issue up to 20,000,000 shares of our preferred stock. As of July 31, 2015, no shares have been issued.
Re-Purchase of Equity Securities
None.
Dividends
We have not paid any cash dividends on our common stock since inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, operating and financial condition, capital requirements, general business conditions and other pertinent facts. Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.
Securities Authorized for Issuance Under Equity Compensation Plans
None
.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Working Capital
|
July 31, 2015
$
|
July 31, 2014
$
|
|||||||
|
Current Assets
|
63,115 | 79,882 | ||||||
|
Current Liabilities
|
2,971,382 | 1,094,516 | ||||||
|
Working Capital (Deficit)
|
(2,908,267 | ) | (1,014,634 | ) | ||||
Cash Flows
|
July 31, 2015
$
|
July 31, 2014
$
|
|||||||
|
Cash Flows from (used in) Operating Activities
|
(2,010,636 | ) | (612,067 | ) | ||||
|
Cash Flows from (used in) Investing Activities
|
- | - | ||||||
|
Cash Flows from (used in) Financing Activities
|
2,010,000 | 612,689 | ||||||
|
Net Increase (decrease) in Cash During Period
|
- | 636 | ||||||
Results for the Year Ended July 31, 2015 Compared to the Year Ended July 31, 2014
Revenues:
The Company’s revenues were $0 for the year ended July 31, 2015 compared to $0 in 2014. We do not anticipate earning additional revenues until such time that we enter into commercial production of our claims. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources, or if such resources are discovered, that we will enter into commercial production.
Cost of Revenues:
The Company’s cost of revenue was $0 for the year ended July 31, 2015 compared to $0 in 2014.
General and Administrative Expenses
:
General and administrative expenses for the year ended July 31, 2015 and July 31, 2014 were $2,039,931 and $518,380, respectively. General and administrative expenses consisted primarily of office expenses, consulting fees, management fees, legal fees and accounting and audit fees. The increase was primarily attributable to an increase in consulting fees for normal operations.
Other Income (Expense)
:
Other income (expense) consisted of gain on derivative valuation and interest expense. The gain or loss on derivative valuation is directly attributable to the change in fair value of the derivative liability from date of issuance during 2014 through July 31, 2015. Interest expense is primarily attributable the initial interest expense associated with the valuation of derivative instruments at issuance and the accretion of the convertible debentures over their respective terms. Interest associated with the derivative instruments amounted to approximately $803,149 for the year ended July 31, 2015 and $596,826 for the year ended July 31, 2014. There was a gain of $221,809 on derivative valuation for the year ended July 31, 2015 and a loss of $265,285 for the year ended July 31, 2014.
Net Loss:
Net loss for the year ended July 31, 2015 was $2,621,271 compared with a net loss of $1,380,491 for the year ended July 31, 2014. The increased net loss is due to an increase in operating expenses and an increase in the accretion of convertible note discount and interest on convertible notes.
Impact of Inflation
We believe that the rate of inflation has had a negligible effect on our operations.
Liquidity and Capital Resources
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. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.
As of July 31, 2015, total current assets were $63,115, which consisted primarily of cash and loan receivable.
As of July 31, 2015, total current liabilities were $2,971,382, which consisted primarily of accounts payable and accrued expenses, loans to a related party and convertible debentures. We had negative net working capital of $2,908,267 as of July 31, 2015.
Material Commitments
The Company’s material commitments were $0 as of July 31, 2015.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
Contractual Obligations
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
|
SOURCE GOLD CORP. AND SUBSIDIARIES
|
|
( AN EXPLORATION STATE COMPANY )
|
|
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
AND
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
July 31, 2015
|
|
SOURCE GOLD CORP. AND SUBSIDIARIES
|
|
(AN EXPLORATION STATE COMPANY)
|
|
CONTENTS F-1
|
|||
|
|
|||
|
July 31, 2015
|
|||
|
Independent Registered Public Accounting Firm
|
|||
|
John Scrudato, CPA
|
F-2
|
||
|
Consolidated Financial Statements
|
|||
|
Balance Sheets
|
F-3
|
||
|
Statements of Operations
|
F-4
|
||
|
Statements of Stockholders' Deficit
|
F-5
|
||
|
Statements of Cash Flows
|
F-7
|
||
|
Notes to Consolidated Financial Statements
|
F-8-32
|
||
Scrudato & Co., PA
CERTIFIED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Source Gold Corp.
We have audited the accompanying balance sheet of Source Gold Corp. as of July 31, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Source Gold Corp. at July 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that Source Gold Corp. will continue as a going concern. As more fully described in Note 2, the Company had an accumulated deficit at July 31, 2014, a net loss and net cash used in operating activities for the fiscal year then ended. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
/s/ Scrudato & Co., PA
Califon, New Jersey
October 30, 2015
7 Valley View Drive Califon, New Jersey 07830
Registered Public Company Accounting Oversight Board Firm
|
SOURCE GOLD CORP.
|
||||||||
|
(An Exploration Stage Company)
|
||||||||
|
Condensed Consolidated Balance Sheets
|
||||||||
|
As of
|
As of
|
|||||||
|
July 31, 2015
|
July 31, 2014
|
|||||||
|
ASSETS
|
|
|
||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | - | $ | 636 | ||||
|
Loan receivable
|
63,115 | 79,246 | ||||||
|
Prepaid expenses
|
- | - | ||||||
|
Total current assets
|
63,115 | 79,882 | ||||||
|
Computer equipment
|
- | - | ||||||
|
Mineral property
|
85,000 | 85,000 | ||||||
|
TOTAL ASSETS
|
$ | 148,115 | $ | 164,882 | ||||
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued liabilities
|
$ | 35,441 | $ | 22,277 | ||||
|
Notes payable, net of discount
|
2,361,905 | 521,208 | ||||||
|
Notes payable interest
|
209,187 | 60,891 | ||||||
|
Notes payable, derivative liability
|
322,029 | 479,320 | ||||||
|
Due to related party
|
42,820 | 10,820 | ||||||
|
Total Current liabilities
|
2,971,382 | 1,094,516 | ||||||
|
Shareholder's equity:
|
||||||||
|
Preferred stock, $0.00001 par value; 20,000,000 shares authorized, none outstanding
|
- | - | ||||||
|
Common stock, $0.001 par value; 7,980,000,000 shares authorized; 3,472,433,130 (July 31, 2014 - 1,433,828,416) shares issued and outstanding
|
3,472,433 | 1,433,828 | ||||||
|
Additional paid in capital
|
12,389,088 | 13,700,055 | ||||||
|
Accumulated other comprehensive loss
|
(683 | ) | (683 | ) | ||||
|
Retained earnings (accumulated deficit)
|
(18,684,105 | ) | (16,062,834 | ) | ||||
|
Total shareholders' equity
|
(2,823,267 | ) | (929,634 | ) | ||||
|
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
|
$ | 148,115 | $ | 164,882 | ||||
|
SOURCE GOLD CORP.
|
||||||||
|
(An Exploration Stage Company)
|
||||||||
|
Condensed Consolidated Statements of Operations and Comprehensive Loss
|
||||||||
|
|
||||||||
|
Years ended
|
||||||||
|
July 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Sales
|
$ | - | $ | - | ||||
|
Cost of goods sold
|
- | - | ||||||
|
Gross profit
|
- | - | ||||||
|
Operating expenses
|
||||||||
|
Accounting and audit fees
|
19,910 | 12,675 | ||||||
|
Depreciation
|
- | 865 | ||||||
|
G&A expenses
|
1,860,783 | 215,915 | ||||||
|
Management fees
|
150,000 | 172,500 | ||||||
|
Professional fees
|
9,238 | 116,425 | ||||||
|
Tax penalties and interest
|
- | - | ||||||
|
Net loss from operations
|
(2,039,931 | ) | (518,380 | ) | ||||
|
Other income/ (expense)
|
||||||||
|
Foreign exchange (gain) loss
|
- | - | ||||||
|
FV change of derivative liability
|
221,809 | (265,285 | ) | |||||
|
Interest on convertible notes
|
(803,149 | ) | (596,826 | ) | ||||
|
Convertible debt discount
|
- | - | ||||||
|
Net loss before income taxes
|
(2,621,271 | ) | (1,380,491 | ) | ||||
|
Income tax expense
|
- | - | ||||||
|
Net Loss
|
$ | (2,621,271 | ) | $ | (1,380,491 | ) | ||
|
Other comprehensive gain (loss)
|
||||||||
|
Foreign currency translation adjustments
|
- | - | ||||||
|
Comprehensive Loss
|
(2,621,271 | ) | (1,380,491 | ) | ||||
|
Per share information
|
||||||||
|
Basic, weighted number of common shares outstanding
|
3,188,576,454 | 255,480,679 | ||||||
|
Net profit/(loss) per common share
|
(0.0008 | ) | (0.01 | ) | ||||
|
SOURCE GOLD CORP.
|
||||||||||||||||||||||||||||||||
|
(An Exploration Stage Company)
|
||||||||||||||||||||||||||||||||
|
Consolidated Statement of Stockholders' Equity
|
||||||||||||||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||||||||||||||
|
Accumulated
|
Accumulated
|
|||||||||||||||||||||||||||||||
|
Additional
|
Other
|
during the
|
Total
|
|||||||||||||||||||||||||||||
|
Preferred Stock
|
Common Stock
|
Paid-In
|
Comprehensive
|
Exploration
|
Shareholders'
|
|||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income (Loss)
|
Stage
|
Equity
|
|||||||||||||||||||||||||
|
Balance at inception (June 4, 2008)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||||
|
Common stock issued for cash
|
- | - | 24,000,000 | 24,000 | 24,000 | 48,000 | ||||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 20,400,000 | 20,400 | 51,000 | - | - | 71,400 | ||||||||||||||||||||||||
|
Less: commission
|
- | - | - | - | (7,025 | ) | - | - | (7,025 | ) | ||||||||||||||||||||||
|
Net (loss) for the period
|
- | - | - | - | - | - | (9,089 | ) | (9,089 | ) | ||||||||||||||||||||||
|
Balances July 31, 2008
|
- | $ | - | 44,400,000 | $ | 44,400 | $ | 67,975 | $ | - | $ | (9,089 | ) | $ | 103,286 | |||||||||||||||||
|
Net income (loss) for the year
|
- | - | - | - | - | - | (102,804 | ) | (102,804 | ) | ||||||||||||||||||||||
|
Balances July 31, 2009
|
- | $ | - | 44,400,000 | $ | 44,400 | $ | 67,975 | $ | - | $ | (111,893 | ) | $ | 482 | |||||||||||||||||
|
Common stock issued for cash
|
- | - | 400,000 | 400 | 99,600 | - | - | 100,000 | ||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 220,000 | 220 | 219,780 | 220,000 | ||||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 33,333 | 33 | 49,967 | 50,000 | ||||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 105,932 | 106 | 124,894 | 125,000 | ||||||||||||||||||||||||||
|
Unrealized loss on foreign exchange
|
- | - | - | - | - | (2,802 | ) | - | (2,802 | ) | ||||||||||||||||||||||
|
Capital contribution by former president
|
- | - | - | - | 6,967,429 | - | - | 6,967,429 | ||||||||||||||||||||||||
|
Net income (loss) for the year
|
- | - | - | - | - | - | (7,495,347 | ) | (7,495,347 | ) | ||||||||||||||||||||||
|
Balances July 31, 2010
|
- | $ | - | 45,159,265 | $ | 45,159 | $ | 7,529,645 | $ | (2,802 | ) | $ | (7,607,240 | ) | $ | (35,238 | ) | |||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Common stock issued for mineral property
|
- | - | 4,000,000 | 4,000 | 1,996,000 | - | - | 2,000,000 | ||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 100,000 | 100 | 49,900 | - | - | 50,000 | ||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 31,250 | 31 | 19,969 | - | - | 20,000 | ||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 281,250 | 281 | 89,719 | - | - | 90,000 | ||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 275,000 | 275 | 109,725 | - | - | 110,000 | ||||||||||||||||||||||||
|
Unrealized loss on foreign exchange
|
- | - | - | - | - | (4,653 | ) | - | (4,653 | ) | ||||||||||||||||||||||
|
Capital contribution by former president
|
- | - | - | - | 3,992,571 | - | - | 3,992,571 | ||||||||||||||||||||||||
|
Net (loss) for the year
|
- | - | - | - | - | - | (6,304,842 | ) | (6,304,842 | ) | ||||||||||||||||||||||
|
Balances July 31, 2011
|
- | $ | - | 49,846,765 | $ | 49,846 | $ | 13,787,529 | $ | (7,455 | ) | $ | (13,912,082 | ) | $ | (82,162 | ) | |||||||||||||||
|
Common stock issued for cash
|
- | - | 160,000 | 160 | 39,840 | - | - | 40,000 | ||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 250,000 | 250 | 24,750 | - | - | 25,000 | ||||||||||||||||||||||||
|
Common stock issued for cash
|
- | - | 125,000 | 125 | 9,875 | - | - | 10,000 | ||||||||||||||||||||||||
|
Common stock issued for mineral property
|
1,000,000 | 1,000 | 79,000 | - | - | 80,000 | ||||||||||||||||||||||||||
|
Intrinsic value of the beneficial conversion
|
||||||||||||||||||||||||||||||||
|
of convertible debentures - Note 6
|
- | - | - | - | 30,000 | - | - | 30,000 | ||||||||||||||||||||||||
|
Unrealized loss on foreign exchange
|
- | - | - | - | - | 6,927 | - | 6,927 | ||||||||||||||||||||||||
|
Net (loss) for the year
|
- | - | - | - | - | - | (298,289 | ) | (298,289 | ) | ||||||||||||||||||||||
|
Balances July 31, 2012
|
- | $ | - | 51,381,765 | $ | 51,381 | $ | 13,970,994 | $ | (528 | ) | $ | (14,210,371 | ) | $ | (188,524 | ) | |||||||||||||||
| Additoinal | Accumulated Other | Deficit Accumulated | Total | |||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-In | Comprehensive | during the | Shareholders' | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income (Loss) | Exploration Stage | Equity | |||||||||||||||||||||||||
|
Conversion of promissory notes to stock August 2, 2012-October 24, 2012
|
- | - | 9,585,054 | 9,585 | 65,501 | - | - | 75,086 | ||||||||||||||||||||||||
|
Conversion of promissory notes to stock November 26, 2012-January 22, 2013
|
- | - | 5,925,083 | 5,925 | 21,075 | - | - | 27,000 | ||||||||||||||||||||||||
|
Elimination of derivative liabilities November 26, 2012-January 22, 2013
|
- | - | - | - | 43,424 | 43,424 | ||||||||||||||||||||||||||
|
Conversion of promissory notes to stock February 25-April 22, 2013
|
- | - | 13,478,164 | 13,478 | 11,321 | - | - | 24,799 | ||||||||||||||||||||||||
|
Elimination of derivative liabilities February 25-April 22, 2013
|
- | - | - | - | 52,566 | - | - | 52,566 | ||||||||||||||||||||||||
|
Conversion of promissory notes to stock May 16-July 15, 2013
|
- | - | 22,644,333 | 22,644 | - | - | - | 22,644 | ||||||||||||||||||||||||
|
Elimination of derivative liabilities May 16-July 15, 2013
|
- | - | - | - | 35,862 | - | - | 35,862 | ||||||||||||||||||||||||
|
Reclassification of derivatives to APIC
|
- | - | - | - | (11,029 | ) | - | - | (11,029 | ) | ||||||||||||||||||||||
|
Intrinsic value of the beneficial conversion feature of the convertible notes payable
|
- | - | - | - | 137,228 | - | - | 137,228 | ||||||||||||||||||||||||
|
Foreign currency translation
|
- | - | - | (155 | ) | - | (155 | ) | ||||||||||||||||||||||||
|
Net (loss) for the year
|
- | - | - | - | - | - | (471,972 | ) | (471,972 | ) | ||||||||||||||||||||||
|
Balances July 31, 2013
|
- | $ | - | 103,014,399 | $ | 103,014 | $ | 14,326,942 | $ | (683 | ) | $ | (14,682,344 | ) | $ | (253,071 | ) | |||||||||||||||
|
Conversion of promissory notes to stock August 2, 2013-October 21, 2013
|
- | - | 25,545,733 | 25,546 | (9,946 | ) | - | - | 15,600 | |||||||||||||||||||||||
|
Elimination of derivative liabilities August 2, 2013-October 21, 2013
|
- | - | - | - | 31,913 | - | - | 31,913 | ||||||||||||||||||||||||
|
Conversion of promissory notes to stock December 5, 2013-January 17, 2014
|
- | - | 33,942,505 | 33,943 | (22,402 | ) | 11,540 | |||||||||||||||||||||||||
|
Elimination of derivative liabilities December 5, 2013-January 17, 2014
|
- | - | - | - | 25,368 | - | - | 25,368 | ||||||||||||||||||||||||
|
Conversion of promissory notes to stock February 4, 2014 - April 28, 2014
|
- | - | 111,069,021 | 111,069 | (73,663 | ) | - | - | 37,406 | |||||||||||||||||||||||
|
Elimination of derivative liabilities February 4, 2014-April 28. 2014
|
- | - | - | - | 84,362 | - | - | 84,362 | ||||||||||||||||||||||||
|
Conversion of promissory notes to stock, May 6, 2014-July 31, 2014
|
- | - | 1,160,256,758 | 1,160,257 | (1,029,837 | ) | - | - | 130,419 | |||||||||||||||||||||||
|
Elimination of derivative liabilities May 6, 2014-July 31. 2014
|
- | - | - | - | 338,369 | - | - | 338,369 | ||||||||||||||||||||||||
|
Intrinsic value of the beneficial conversion feature of the convertible notes payable
|
- | - | - | - | 28,950 | - | - | 28,950 | ||||||||||||||||||||||||
|
Net (loss) for the year
|
- | - | - | - | - | - | (1,380,491 | ) | (1,380,491 | ) | ||||||||||||||||||||||
|
Balances July 31, 2014
|
- | $ | - | 1,433,828,416 | $ | 1,433,828 | $ | 13,700,055 | $ | (683 | ) | $ | (16,062,834 | ) | $ | (929,634 | ) | |||||||||||||||
|
Conversion of promissory notes to stock August 1, 2014-October 31, 2014
|
- | - | 1,612,604,714 | 1,612,605 | (1,519,110 | ) | - | - | 93,495 | |||||||||||||||||||||||
|
Elimination of derivative liabilities August 1, 2014-October 31, 2014
|
- | - | - | - | 196,658 | - | - | 196,658 | ||||||||||||||||||||||||
|
Conversion of promissory notes to stock November 1, 2014-January 31, 2015
|
- | - | 277,000,000 | 277,000 | (274,995 | ) | - | - | 2,005 | |||||||||||||||||||||||
|
Elimination of derivative liabilities November 1, 2014-January 31, 2015
|
- | - | - | - | 17,990 | - | - | 17,990 | ||||||||||||||||||||||||
|
Conversion of promissory notes to stock May 1, 2015-July 31, 2015
|
- | - | 149,000,000 | 149,000 | (147,510 | ) | - | - | 1,490 | |||||||||||||||||||||||
|
Intrinsic value of the beneficial conversion feature of the convertible notes payable
|
- | - | - | - | 416,000 | - | - | 416,000 | ||||||||||||||||||||||||
|
Net (loss) for the year
|
- | - | - | - | - | - | (2,621,271 | ) | (2,621,271 | ) | ||||||||||||||||||||||
|
Balances July 31, 2015
|
- | $ | - | 3,472,433,130 | $ | 3,472,433 | $ | 12,389,088 | $ | (683 | ) | $ | (18,684,105 | ) | $ | (2,823,267 | ) | |||||||||||||||
|
SOURCE GOLD CORP.
|
||||||||
|
(An Exploration Stage Company)
|
||||||||
|
Condensed Consolidated Statements of Cash Flows
|
||||||||
|
Years ended
|
||||||||
|
July 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Operating activities:
|
||||||||
|
Net loss
|
(2,621,271 | ) | (1,380,491 | ) | ||||
|
Adjustment to reconcile net loss to net cash in operating activities
|
||||||||
|
Convertible debt interest expense
|
651,989 | 534,832 | ||||||
|
Interest expense - beneficial conversion feature of convertible notes
|
- | - | ||||||
|
Loss from change in fair value of derivative liability
|
(221,809 | ) | 265,285 | |||||
|
Depreciation
|
- | 865 | ||||||
|
Mineral property option costs
|
- | - | ||||||
|
Impairment loss on mineral property option
|
- | - | ||||||
|
Management fees from stock options
|
- | - | ||||||
|
Changes in assets and liabilities:
|
||||||||
|
(Increase) decrease in loans receivable
|
16,131 | (79,246 | ) | |||||
|
(Increase) decrease in prepaid expenses
|
- | 815 | ||||||
|
(Decrease) increase in accounts payable and accrued liabilities
|
13,164 | (16,121 | ) | |||||
|
(Decrease) increase in notes payable, interest
|
151,161 | 61,994 | ||||||
|
Net cash used in operating activities
|
(2,010,636 | ) | (612,067 | ) | ||||
|
Investing activities:
|
||||||||
|
Purchase of computer equipment
|
- | - | ||||||
|
Mineral property option acquisition
|
- | - | ||||||
|
Net cash flows used in investing activities
|
- | - | ||||||
|
Financing activities:
|
||||||||
|
Proceeds from notes payable
|
1,978,000 | 613,400 | ||||||
|
Due to related party
|
32,000 | - | ||||||
|
Proceeds from loan payable
|
- | (711 | ) | |||||
|
Proceeds from issuance of common stock
|
- | - | ||||||
|
Net cash provided by financing activities
|
2,010,000 | 612,689 | ||||||
|
Effect of foreign exchange on cash
|
- | - | ||||||
|
Change in cash and cash equivalents
|
(636 | ) | 622 | |||||
|
Cash and cash equivalents at the beginning of the period
|
636 | 14 | ||||||
|
Cash and cash equivalents at the end of the period
|
(0 | ) | 636 | |||||
|
Supplementary disclosure for non-cash investing and financing activities
|
||||||||
|
Shares issued for mineral property
|
$ | - | $ | - | ||||
Source Gold Corp.
(An Exploration Stage Company)
|
|
|
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and with the instructions to Form 10-Q of Regulation S-K. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended July 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These condensed consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made.
The condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are presented in United States dollars.
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies IRC Exploration Ltd., (‘IRC”) a company incorporated in Alberta, Canada on August 1, 2008; Northern Bonanza Inc., (‘NBI”) a company incorporated in Ontario, Canada on June 30, 2010; Source Bonanza LLC, (“SB”) a Limited Liability Company incorporated in Nevada, USA on June 18, 2010; and Vulture Gold LLC (“Vulture”), a Nevada Limited Liability Company which was acquired on August 7, 2010.
All significant inter-company transactions and balances have been eliminated.
|
|
|
The Company was incorporated in the state of Nevada, United States of America on June 4, 2008. The Company is an exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties. The Company’s year-end is July 31. On August 31, 2009, the Company changed its name to Source Gold Corp. in order to reflect the current focus of the Corporation.
During the year ended July 31, 2009, the Company acquired via its subsidiary company IRC Exploration Ltd. (“IRC”), a mineral claim located in British Columbia, Canada. During the year ended July 31, 2010, the mineral property option agreement for the claim in British Columbia was abandoned.
During the year ended July 31, 2010, the Company acquired two additional mineral properties located in Ontario, Canada. The Company also incorporated two new subsidiary companies, Northern Bonanza Inc. (“NBI”) to hold its mineral properties located in Ontario, Canada, and Source Bonanza LLC (“SB”) to hold its mineral properties located in the USA. The Company also transferred its Ontario mineral properties to NBI during the year ended July 31, 2010.
On August 7, 2010, the Company acquired a 100% interest in Vulture Gold LLC, (“Vulture”) a Nevada Limited Liability Company. (Note 10c)
On March 28, 2012, the Company entered into a property option agreement to acquire a 100% undivided right in three tenures comprising 2,785 acres in northern British Columbia, Canada. (Note 10d)
The Company intends on exploring its mineral properties and has not yet determined the existence of economically recoverable reserves. The recoverability of amounts incurred on its mineral properties is dependent upon the existence of economically recoverable reserves in the property, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete their development, and the attainment and maintenance of future profitable production or disposition thereof.
On January 24, 2013, the Company increased the number of authorized common shares of the Company from 180,000,000 to 900,000,000 shares.
On March 24, 2014, the Company increased the number of authorized common shares of the Company from 900,000,000 shares to 2,980,000,000 shares.
On July 25, 2014, the Company increased the number of authorized common shares of the Company from 2,980,000,000 to 7,980,000,000 shares of common stock.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.
The Company has yet to achieve profitable operations, has accumulated losses of $18,684,105 since inception, has working capital deficiency of $2,908,267, has no source of recurring revenues, and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.
Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in US dollars. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.
Principles of Consolidation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies IRC Exploration Ltd., (‘IRC”) a company incorporated in Alberta, Canada on August 1, 2008; Northern Bonanza Inc., (‘NBI”) a company incorporated in Ontario, Canada on June 30, 2010; Source Bonanza LLC, (“SB”) a Limited Liability Company incorporated in Nevada, USA on June 18, 2010 and Vulture Gold LLC, (“Vulture”) a Nevada Limited Liability Company which was acquired on August 7, 2010.
All significant inter-company transactions and balances have been eliminated.
Cash and Cash Equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of six months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
Exploration Stage Company
The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered an exploration stage company. All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.
Mineral Properties
The Company is primarily engaged in the acquisition, exploration, and development of mineral properties.
Mineral property acquisition costs are capitalized in accordance with FASB ASC 930-805, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.
When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.
Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.
Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
To date the Company has not established any proven or probable reserves on its mineral properties.
Source Gold Corp.
(An Exploration Stage Company)
Computer equipment
Computer equipment is stated at the lower of cost or fair value. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).
The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of its office equipment or whether the remaining balance of office equipment should be evaluated for possible impairment.
Foreign Currency Translation
The Company’s functional currency is the US dollar as a substantial part of the Company’s operations is based in Arizona. IRC’s and NBI’s functional currency is the Canadian dollar. The functional currency of SB and Vulture is the US dollar as its activities are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).
Assets and liabilities denominated in a foreign currency are translated into US dollar reporting currency at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other comprehensive loss.
Diluted and Basic Loss per Share
Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings per share are computed similar to basic income per share except that the denominator is increased to include the number of common stock equivalents. Common stock equivalents represent the dilutive effect of the assumed exercise of any outstanding stock equivalents, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.
There are no common stock equivalents outstanding and, thus, diluted and basic loss per share is the same.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards 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. The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
Comprehensive Loss
The Company is required to report comprehensive loss, which includes net loss as well as changes in equity from non-owner sources.
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2015 and July 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Stock-Based Compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
Stock based compensation for non-employees is accounted for using the Stock Based Compensation Topic of the FASB ASC 505. We use the fair value method for equity instruments granted to non-employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
Source Gold Corp.
(An Exploration Stage Company)
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Newly Issued Accounting Pronouncements
On June 10, 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915):
Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, consolidation
removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. For the first annual period beginning after December 15, 2014, the presentation and disclosure requirements in Topic 915 will no longer be required for the public business entities. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company has adopted this amendment effective the current reporting period.
The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
|
July 31,
|
July 31,
|
|||||||
|
2015
|
2014
|
|||||||
|
Cost
|
||||||||
|
Computer equipment
|
$ | 1,973 | $ | 1,973 | ||||
|
Accumulated depreciation
|
(1,973 | ) | (1,973 | ) | ||||
|
Net book value
|
$ | - | $ | - | ||||
Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.
The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.
The fair value hierarchy for valuation inputs prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels; the level is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
The carrying value of the Company’s financial assets and liabilities which consist of cash, and accounts payable and accrued liabilities, in management’s opinion approximate their fair value due to the short maturity of such instruments. These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.
Source Gold Corp.
(An Exploration Stage Company)
All related party transactions have been recorded at the exchange value which was the amount of consideration established and agreed to by the related parties.
On June 30, 2010, the Company purchased from the Company president 13 mineral property claims in the Thunder Bay mining division of Ontario, Canada. As consideration for the purchase the Company issued an unsecured, non-interest bearing promissory note for $20,000 due on November 30, 2010. During the year ended July 31, 2011 this promissory note was settled by payment of $20,000 cash to the president.
During the year ended July 31, 2010, the former president of the Company granted an option to the current president of the Company to acquire up to 20,000,000 common shares of the Company as detailed in Note 7, common stock.
On November 1, 2009, the Company entered into a Corporate Management Services Agreement with the President of the Company for management services. Pursuant to the agreement the President would receive a signing bonus of $7,500 (paid November 1, 2009) and $5,000 per month beginning December 1, 2009 for services rendered plus reimbursement of the Company’s expenses. The agreement may be terminated by either party upon 30 days written notice.
On June 21, 2011, the Company amended the agreement by issuing a resolution to reflect a payment of $6,000 per month for services rendered.
On October 31, 2012, the Former President of the Company acquired 10,000,000 common shares of the Company in a private transaction. As of October 31, 2012 the President holds 16.4% interest in the common stock of the Company.
On May 15, 2013 the Company entered into an employment agreement with Dhugald Pinchin providing a signing bonus equivalent to $50,000 USD or stock and $7,500 per month salary.
On March 25, 2014, Dhugald Pinchin terminated his employment with the Company.
During year ended July 31, 2015, the Company recorded management fees of $0 (year ended July 31, 2014 - $67,500) owed to Dhugald Pinchin.
On April 1, 2014, the Company entered into a consulting contract with Edward Aruda. The Company will pay Mr. Aruda $2,000 per month, payable in duly authorized, validly issued, fully paid non assessable common shares of the Company.
During the year ended July 31, 2015, the Company recorded consulting fees of $32,000 (year ended July 31, 2014 - $0) owed to Edward Aruda.
As of July 31, 2015, due to related party includes $10,820 (July 31, 2014 - $10,820), owing to Grid Petroleum Corp.
|
July 31,
|
July 31,
|
|||||||
|
2015
|
2014
|
|||||||
|
Promissory Note #2
|
30,000 | 30,000 | ||||||
|
Promissory Note #5
|
12,000 | 12,000 | ||||||
|
Promissory Note #6
|
11,774 | 11,774 | ||||||
|
Promissory Note #11
|
57,500 | 57,500 | ||||||
|
Promissory Note #12
|
7,500 | 7,500 | ||||||
|
Promissory Note #13
|
7,500 | 7,500 | ||||||
|
Promissory Note #14
|
11,000 | 11,000 | ||||||
|
Promissory Note #15
|
7,500 | 7,500 | ||||||
|
Promissory Note #16
|
11,000 | 11,000 | ||||||
|
Promissory Note #17
|
7,500 | 7,500 | ||||||
|
Promissory Note #18
|
11,000 | 11,000 | ||||||
|
Promissory Note #19
|
7,500 | 7,500 | ||||||
|
Promissory Note #20
|
1,000 | 1,000 | ||||||
|
Promissory Note #21
|
11,000 | 11,000 | ||||||
|
Promissory Note #22
|
7,500 | 7,500 | ||||||
|
Promissory Note #23
|
16,000 | 16,000 | ||||||
|
Promissory Note #24
|
- | 2,455 | ||||||
|
Promissory Note #25
|
7,500 | 7,500 | ||||||
|
Promissory Note #26
|
7,000 | 7,000 | ||||||
|
Promissory Note #27
|
7,500 | 7,500 | ||||||
|
Promissory Note #28
|
16,000 | 16,000 | ||||||
|
Promissory Note #29
|
7,500 | 7,500 | ||||||
|
Promissory Note #30
|
16,000 | 16,000 | ||||||
|
Promissory Note #31
|
26,500 | 26,500 | ||||||
|
Promissory Note #34
|
7,500 | 7,500 | ||||||
|
Promissory Note #35
|
16,000 | 16,000 | ||||||
|
Promissory Note #36
|
7,500 | 7,500 | ||||||
|
Promissory Note #37
|
11,500 | 16,500 | ||||||
|
Promissory Note #38
|
- | 43,089 | ||||||
|
Promissory Note #39
|
23,995 | 25,000 | ||||||
|
Promissory Note #40
|
- | 48,000 | ||||||
|
Promissory Note #42
|
24,000 | 25,000 | ||||||
|
Promissory Note #43
|
- | 22,085 | ||||||
|
Promissory Note #44
|
25,000 | 25,000 | ||||||
|
Promissory Note #45
|
40,000 | 63,000 | ||||||
|
Promissory Note #46
|
33,000 | 33,000 | ||||||
|
Promissory Note #47
|
- | - | ||||||
|
Promissory Note #48
|
- | - | ||||||
|
Promissory Note #49
|
360,000 | - | ||||||
|
Promissory Note #50
|
360,000 | - | ||||||
|
Promissory Note #51
|
174,510 | - | ||||||
|
Promissory Note #52
|
240,000 | - | ||||||
|
Promissory Note #53
|
150,000 | - | ||||||
|
Promissory Note #54
|
75,000 | - | ||||||
|
Promissory Note #55
|
75,000 | - | ||||||
|
Promissory Note #56
|
75,000 | - | ||||||
|
Promissory Note #57
|
140,000 | - | ||||||
|
Promissory Note #58
|
140,000 | - | ||||||
|
Promissory Note #59
|
240,000 | - | ||||||
|
Notes payable, principal
|
$ | 2,523,279 | $ | 639,404 | ||||
|
Debt discount
|
(161,374 | ) | (118,196 | ) | ||||
|
Notes payable, net of discount
|
2,361,905 | 521,208 | ||||||
|
Accrued interest
|
209,187 | 60,891 | ||||||
|
Total notes payable
|
$ | 2,571,092 | $ | 582,099 | ||||
Promissory Note #2
On March 19, 2012, the Company received $30,000 cash from the issuance of a convertible promissory note in the amount of $30,000. The promissory note is unsecured, interest free and repayable upon demand.
The note may be converted at the option of the holder into Common stock of the Company. The fixed conversion price is $0.01 per share. Accordingly the note may be converted into 3,000,000 common shares of the Company.
The Company determined that this Promissory note should be accounted for in accordance with FASB ASC 470-20 which addresses “Accounting for Convertible Securities with Beneficial Conversion Features". The beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the conversion price $0.01 and the fair value of the common stock into which the debt is convertible at the commitment date (per share being $0.08), multiplied by the number of shares into which the debt is convertible. The valuation of the beneficial conversion feature recorded cannot be greater than the face value of the note issued.
Promissory Note #5
On October 30, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $12,000. The promissory note is unsecured; bears interest at 8% per annum, and matured on October 30, 2012. Any principal amount not paid by the maturity date bears interest at 22% per annum. During the year ended July 31, 2015, the Company accrued $2,640 (July 31, 2014 - $3,901) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $13,844 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a gain of $39,020 (July 31, 2014 – loss of $20,747) due to the change in value of the derivative liability during the period.
As of July 31, 2015, principal balance of $12,000 (July 31, 2014 - $12,000) accrued interest of $7,262 (July 31, 2014 - $4,622) and a derivative liability of $692 (July 31, 2014 - $39,712) was recorded.
Promissory Note #6
On December 18, 2012, the Company converted a loan payable of $11,774 to a convertible promissory note. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 18, 2013. Any principal amount not paid by the maturity date bears interest at 22% per annum. During the year ended July 31, 2015, the Company accrued $2,590 (July 31, 2014 - $2,590) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $19,145 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a gain of $38,285 (July 31, 2014 – loss of $20,357) due to the change in value of the derivative liability during the period.
As of July 31, 2015, principal balance of $11,774 (July 31, 2014 - $11,774) accrued interest of $5,762 (July 31, 2014 - $3,171) and a derivative liability of $679 (July 31, 2014 - $38,964) was recorded.
Promissory Note #11
On May 31, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $57,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 30, 2013. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $12,650 (July 31, 2014 - $9,959) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On May 31, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $57,500 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $38,333) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $57,500 (July 31, 2014 - $57,500) and accrued interest of $23,378 (July 31, 2014 - $10,728) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #12
On June 30, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 31, 2013. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $1,210) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On June 30, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $7,500 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $6,236) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $2,911 (July 31, 2014 - $1,261) was recorded.
Promissory Note #13
On July 31, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on January 31, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $1,121) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On July 31, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $5,250 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $5,250) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $2,771 (July 31, 2014 - $1,637) was recorded.
Promissory Note #14
On August 1, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on February 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $2,420 (July 31, 2014 - $1,637) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On August 1, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $7,700 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $7,700) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $11,000 (July 31, 2014 - $11,000) and accrued interest of $4,057 (July 31, 2014 - $1,637) was recorded.
Promissory Note #15
On August 31, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 3, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $981) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On August 31, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $2,250 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $2,250) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $2,631 (July 31, 2014 - $981) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #16
On September 1, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $2,420 (July 31, 2014 - $1,444) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On September 1, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $3,300 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $3,300) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $11,000 (July 31, 2014 - $11,000) and accrued interest of $3,864 (July 31, 2014 - $1,444) was recorded.
Promissory Note #17
On September 30, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 31, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $851) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On September 30, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $3,000 (July 31, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $3,000) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $2,501 (July 31, 2014 - $851) was recorded.
Promissory Note #18
On October 1, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $2,420 (July 31, 2014 - $1,241) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On October 1, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $5,500 (July 31, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $5,500) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $11,000 (July 31, 2014 - $11,000) and accrued interest of $3,661 (July 31, 2014 - $1,241) was recorded.
Promissory Note #19
On October 31, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on April 30, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $714) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On January 31, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $750 (July 31, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $0 (year ended July 31, 2014 - $750) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $2,363 (July 31, 2014 - $714) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #20
On November 1, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $176,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $220 (July 31, 2014 - $11,293) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On November 1, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
On May 19, 2014, a replacement note was issued and the principal balance of $50,000 and interest of $5,000 was transferred Gel Properties, LLC.
On June 6, 2014, a replacement note was issued and the principal balance of $25,000 was transferred Union Capital, LLC.
On July 2, 2014, a replacement note was issued and the principal balance of $25,000 was transferred Union Capital, LLC.
On July 9, 2014, a replacement note was issued and the principal balance of $25,000 was transferred LG Capital, LLC.
As of July 31, 2015, principal balance of $1,000 (July 31, 2014 - $176,000) and accrued interest of $11,513 (July 31, 2014 - $11,293) was recorded.
Promissory Note #21
On November 1, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $11,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $2,420 (July 31, 2014 - $1,037) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On November 1, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $11,000 (July 31, 2014 - $11,000) and accrued interest of $3,457 (July 31, 2014 - $1,037) was recorded.
Promissory Note #22
On November 30, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 30, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $578) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On November 30, 2013 interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of 2,228 (July 31, 2014 - $578) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #23
On December 1, 2013 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $3,520 (July 31, 2014 - $1,217) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On December 1, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $16,000 (July 31, 2014 - $16,000) and accrued interest of $4,737 (July 31, 2014 - $1,217) was recorded.
Promissory Note #24
On December 13, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $37,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 17, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. During the year ended July 31, 2015, the Company accrued $0 (July 31, 2014 - $1,710) in interest expense.
After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 51% of the market price, where market price is defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date”.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $47,251 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a gain of $2,877 (July 31, 2014 – loss of $15,837) due to the change in value of the derivative liability during the period, and debt discount of $970 (July 31, 2014 - $36,530) was accreted to the statement of operations.
During the year ended July 31, 2015, the Company issued 79,100,000 common shares upon the conversion of $2,455 in principal and $1,500 in interest, and $5,247 of the derivative liability was re-classified as additional paid in capital upon conversion.
As of July 31, 2015, principal balance of $0 (July 31, 2014 - $2,455), accrued interest of $0 (July 31, 2014 - $1,710), debt discount of $0 (July 31, 2014 - $970), and derivative liability of $0 (July 31, 2014 - $8,124) was recorded.
Promissory Note #25
On December 31, 2013 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 30, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $438) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On December 31, 2013, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $2,088 (July 31, 2014 - $438) was recorded.
Promissory Note #26
On January 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $7,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,540 (July 31, 2014 - $404) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On January 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $7,000 (July 31, 2014 - $7,000) and accrued interest of $1,944 (July 31, 2014 - $404) was recorded.
Promissory Note #27
On January 31, 2014 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 31, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,650 (July 31, 2014 - $298) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On January 31, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $1,948 (July 31, 2014 - $298) was recorded.
Promissory Note #28
On February 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $3,510 (July 31, 2014 - $631) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On February 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $16,000 (July 31, 2014 - $16,000) and accrued interest of $4,142 (July 31, 2014 - $631) was recorded.
Promissory Note #29
On February 28, 2014 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 28, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,569 (July 31, 2014 - $252) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On February 28, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $1,821 (July 31, 2014 - $252) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #30
On March 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $3,324 (July 31, 2014 - $533) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On March 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $16,000 (July 31, 2014 - $16,000) and accrued interest of $3,856 (July 31, 2014 - $533) was recorded.
Promissory Note #31
On March 17, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $26,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 17, 2015. Any principal amount not paid by the maturity date bears interest at 24% per annum. During the year ended July 31, 2015, the Company accrued $3,700 (July 31, 2014 - $790) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $42,329 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a loss of $10,671 (year ended July 31, 2014 - $0) due to the change in value of the derivative liability during the period, and debt discount of $26,500 (year ended July 31, 2014 - $0) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $26,500 (July 31, 2014 - $26,500), accrued interest of $4,490 (July 31, 2014 - $790), and derivative liability of $53,000 (July 31, 2014 - $0) was recorded.
Promissory Note #34
On March 31, 2014 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 30, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,475 (July 31, 2014 - $201) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On March 31, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $1,675 (July 31, 2014 - $201) was recorded.
Promissory Note #35
On April 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $16,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $3,140 (July 31, 2014 - $424) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On April 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $16,000 (July 31, 2014 - $16,000) and accrued interest of $3,564 (July 31, 2014 - $424) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #36
On April 30, 2014 the Company entered into a Convertible Promissory Note with Dhugald Pinchin in the sum of $7,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 30, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,385 (July 31, 2014 - $151) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On April 30, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $1,500 was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $746 (year ended July 31, 2014 - $754) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $7,500 (July 31, 2014 - $7,500) and accrued interest of $1,537 (July 31, 2014 - $151) and debt discount of $0 (July 31, 2014 - $746) was recorded.
Promissory Note #37
On May 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC, in the sum of $16,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $2,649 (July 31, 2014 - $329) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On May 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $4,950 (July 31, 2014 - $0) was recorded in the financial statements with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $2,475 (year ended July 31, 2014 - $2,475) was accreted to the statement of operations.
On March 24, 2015, a replacement note was issued and $5,000 of the principal balance was transferred Direct Capital Group, Inc.
As of July 31, 2015, principal balance of $11,500 (July 31, 2014 - $16,500), accrued interest of $2,978 (July 31, 2014 - $329), and debt discount of $0 (July 31, 2014 - $2,475) was recorded.
Promissory Note #38
On May 19, 2014, the Company arranged a debt swap under which Syndication Capital Note #20 for $55,000 in principal and interest was transferred to Gel Properties, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on May 19, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum. The note also contains customary events of default. During the year ended July 31, 2015, the Company accrued $125 (year ended July 31, 2014 - $861) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $64,251 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a gain of $32,918 (year ended July 31, 2014 – loss of $73,406) due to the change in value of the derivative liability during the period, and debt discount of $34,471 (year ended July 31, 2014 - $20,529) was accreted to the statement of operations.
During the year ended July 31, 2015, the Company issued 734,599,666 common shares upon the conversion of $43,089 of the principal balance and $987 in interest, and $85,636 of the derivative liability was re-classified as additional paid in capital upon conversion.
As of July 31, 2015, principal balance of $0 (July 31, 2014 - $43,089)
accrued interest of $0 (July 31, 2014 - $861), debt discount of $0 (July 31, 2014 - $34,471) and a derivative liability of $0 (July 31, 2014 - $118,554) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #39
On May 19, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on May 19, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum. During the year ended July 31, 2015, the Company accrued $2,331 (July 31, 2014 - $400) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $32,007 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a loss of $9,334 (year ended July 31, 2014 - $0) due to the change in value of the derivative liability during the period, and debt discount of $25,000 (year ended July 31, 2014 - $0) was accreted to the statement of operations.
During the year ended July 31, 2015, the Company issued 152,000,000 common shares upon the conversion of $1,005 of the principal balance, and $1,349 of the derivative liability was re-classified as additional paid in capital upon conversion.
As of July 31, 2015, principal balance of $23,995 (July 31, 2014 - $0), accrued interest of $2,731 (July 31, 2014 - $400), and derivative liability of $39,992 (July 31, 2014 - $0) was recorded.
Promissory Note #40
On June 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 1, 2014. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $4,563 (July 31, 2014 - $631) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
During the year ended July 31, 2015 interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
On March 24, 2015, a replacement note was issued and the principal balance of $48,000 was transferred Direct Capital Group, Inc.
As of July 31, 2015, principal balance of $0 (July 31, 2014 - $48,000) and accrued interest of $5,195 (July 31, 2014 - $631) was recorded.
Promissory Note #42
On June 6, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 6, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum. During the year ended July 31, 2015, the Company accrued $2,546 (July 31, 2014 - $301) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $33,550 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a loss of $23,091 (year ended July 31, 2014 - $0) due to the change in value of the derivative liability during the period, and debt discount of $25,000 (year ended July 31, 2014 - $0) was accreted to the statement of operations.
During the year ended July 31, 2015, the Company issued 125,000,000 common shares upon the conversion of $1,000 of the principal balance, and $16,641 of the derivative liability was re-classified as additional paid in capital upon conversion.
As of July 31, 2015, principal balance of $24,000 (July 31, 2014 - $25,000), accrued interest of $2,546 (July 31, 2014 - $301), and derivative liability of $40,000 (July 31, 2014 - $0) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #43
On July 2, 2014, the Company arranged a debt swap under which Syndication Capital Note #20 for $25,000 was transferred to Union Capital, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on July 2, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum. The note also contains customary events of default. During the year ended July 31, 2015, the Company accrued $74 (year ended July 31, 2014 - $151) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $38,646 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a gain of $32,481 (year ended July 31, 2014 – loss of $26,301) due to the change in value of the derivative liability during the period, and debt discount of $20,330 (year ended July 31, 2014 - $4,670) was accreted to the statement of operations.
During the year ended July 31, 2015, the Company issued 335,836,556 common shares upon the conversion of $22,085 of the principal balance and $225 in interest, and $28,284 of the derivative liability was re-classified as additional paid in capital upon conversion.
As of July 31, 2015, principal balance of $0 (July 31, 2014 - $22,085)
accrued interest of $0 (July 31, 2014 - $151), debt discount of $0 (July 31, 2014 - $20,330) and a derivative liability of $0 (July 31, 2014 - $60,764) was recorded.
Promissory Note #44
On July 2, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $25,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 2, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum. During the year ended July 31, 2015, the Company accrued $2,159 (July 31, 2014 - $159) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $40,725 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a loss of $942 (year ended July 31, 2014 - $0) due to the change in value of the derivative liability during the period, and debt discount of $25,000 (year ended July 31, 2014 - $0) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $25,000 (July 31, 2014 - $25,000), accrued interest of $2,318 (July 31, 2014 - $159), and derivative liability of $41,667 (July 31, 2014 - $0) was recorded.
Promissory Note #45
On July 9, 2014, the Company arranged a debt swap under which Syndication Capital Note #20 for $75,000 was transferred to LG Capital Funding, LLC. The promissory note is unsecured, bears interest at 8% per annum and matures on July 9, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum. The note also contains customary events of default. During the year ended July 31, 2015, the Company accrued $3,438 (year ended July 31, 2014 - $346) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $202,937 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a gain of $55,710 (year ended July 31, 2014 – loss of $39,287) due to the change in value of the derivative liability during the period, and debt discount of $59,203 (year ended July 31, 2014 - $15,797) was accreted to the statement of operations.
During the year ended July 31, 2015, the Company issued 463,068,492 common shares upon the conversion of $23,000 of the principal balance and $153 in interest, and $77,491 of the derivative liability was re-classified as additional paid in capital upon conversion.
As of July 31, 2015, principal balance of $40,000 (July 31, 2014 - $63,000)
accrued interest of $3,588 (July 31, 2014 - $304), debt discount of $0 (July 31, 2014 - $59,203) and a derivative liability of $80,000 (July 31, 2014 - $213,201) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #46
On July 9, 2014, the Company received funding pursuant to a convertible promissory note in the amount of $33,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 9, 2015. Any principal amount not paid by the maturity date bears interest at 16% per annum. During the year ended July 31, 2015, the Company accrued $2,799 (July 31, 2014 - $159) in interest expense.
Upon the holder’s option to convert becoming active the Company recorded a debt discount and derivative liability of $130,556 being the fair value of the conversion feature which was determined using the Black-Scholes valuation model. The debt discount is accreted to the statement of operations using the effective interest rate method over the term of the note or to the date of conversion, and the derivative liability is revalued at each reporting date to fair value. Any change in fair value is credited or charged to the statement of operations in the period.
During the year ended July 31, 2015, the Company recorded a gain of $64,556 (year ended July 31, 2014 - $0) due to the change in value of the derivative liability during the period, and debt discount of $33,000 (year ended July 31, 2014 - $0) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $33,000 (July 31, 2014 - $33,000), accrued interest of $2,958 (July 31, 2014 - $159), and derivative liability of $66,000 (July 31, 2014 - $0) was recorded.
Promissory Note #47
On September 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $48,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on March 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $2,570 (July 31, 2014 - $0) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On September 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
On March 24, 2015, a replacement note was issued and the principal balance of $48,000 was transferred Direct Capital Group, Inc.
As of July 31, 2015, accrued interest of $2,570 (July 31, 2014 - $0) was recorded.
Promissory Note #48
On December 1, 2014 the Company entered into a Convertible Promissory Note with Syndication Capital, LLC in the sum of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on June 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $1,858 (July 31, 2014 - $0) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On December 1, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
On March 24, 2015, a replacement note was issued and the principal balance of $75,000 was transferred Direct Capital Group, Inc.
As of July 31, 2015, accrued interest of $1,858 (July 31, 2014 - $0) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #49
On December 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $20,870 (July 31, 2014 - $0) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On December 31, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $360,000 (July 31, 2014 - $0) and accrued interest of $20,870 (July 31, 2014 - $0) was recorded.
Promissory Note #50
On December 31, 2014 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $360,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on July 1, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $20,870 (July 31, 2014 - $0) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On December 31, 2014, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $360,000 (July 31, 2014 - $0) and accrued interest of $20,870 (July 31, 2014 - $0) was recorded.
Promissory Note #51
On March 24, 2015, the Company arranged a debt swap under which four Syndication Capital notes totaling $176,000 was transferred to Direct Capital Group, Inc. The promissory note is unsecured, bears interest at 8% per annum, and matures on September 24, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $4,947 (July 31, 2014 - $0) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On March 24, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $176,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $133,970 (year ended July 31, 2014 - $0) was accreted to the statement of operations.
During the year ended July 31, 2015, the Company issued 149,000,000 common shares upon the conversion of $1,490 of the principal balance.
As of July 31, 2015, principal balance of $174,510 (July 31, 2014 - $0), accrued interest of $4,947 (July 31, 2014 - $0), and debt discount of $42,030 (July 31, 2014 - $0) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #52
On April 30, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on October 30, 2015. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $4,839 (July 31, 2014 - $0) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On April 30, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $240,000 was recorded in the financial statements, with a corresponding increase to additional paid in capital. During the year ended July 31, 2015, debt discount of $120,656 (year ended July 31, 2014 - $0) was accreted to the statement of operations.
As of July 31, 2015, principal balance of $240,000 (July 31, 2014 - $0), accrued interest of $4,839 (July 31, 2014 - $0), and debt discount of $119,344 (July 31, 2014 - $0) was recorded.
Promissory Note #53
On May 1, 2015 the Company received funding pursuant to a convertible promissory note in the amount of $150,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2015. Any principal amount not paid by the maturity date bears interest at 12% per annum. During the year ended July 31, 2015, the Company accrued $2,992 (July 31, 2014 - $0) in interest expense.
After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the average of the last fifteen closing trading prices on the OTCBB immediately prior to conversion date”.
As of July 31, 2015, principal balance of $150,000 (July 31, 2014 - $0) and accrued interest of $2,992 (July 31, 2014 - $0) was recorded.
Promissory Note #54
On May 1, 2015 the Company received funding pursuant to a convertible promissory note in the amount of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2015. Any principal amount not paid by the maturity date bears interest at 12% per annum. During the year ended July 31, 2015, the Company accrued $1,496 (July 31, 2014 - $0) in interest expense.
After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the average of the last fifteen closing trading prices on the OTCBB immediately prior to conversion date”.
As of July 31, 2015, principal balance of $75,000 (July 31, 2014 - $0) and accrued interest of $1,496 (July 31, 2014 - $0) was recorded.
Promissory Note #55
On May 1, 2015 the Company received funding pursuant to a convertible promissory note in the amount of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2015. Any principal amount not paid by the maturity date bears interest at 12% per annum. During the year ended July 31, 2015, the Company accrued $1,496 (July 31, 2014 - $0) in interest expense.
After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the average of the last fifteen closing trading prices on the OTCBB immediately prior to conversion date”.
As of July 31, 2015, principal balance of $75,000 (July 31, 2014 - $0) and accrued interest of $1,496 (July 31, 2014 - $0) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
Promissory Note #56
On May 1, 2015 the Company received funding pursuant to a convertible promissory note in the amount of $75,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2015. Any principal amount not paid by the maturity date bears interest at 12% per annum. During the year ended July 31, 2015, the Company accrued $1,496 (July 31, 2014 - $0) in interest expense.
After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the average of the last fifteen closing trading prices on the OTCBB immediately prior to conversion date”.
As of July 31, 2015, principal balance of $75,000 (July 31, 2014 - $0) and accrued interest of $1,496 (July 31, 2014 - $0) was recorded.
Promissory Note #57
On May 1, 2015 the Company received funding pursuant to a convertible promissory note in the amount of $140,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2015. Any principal amount not paid by the maturity date bears interest at 12% per annum. During the year ended July 31, 2015, the Company accrued $2,792 (July 31, 2014 - $0) in interest expense.
After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the average of the last fifteen closing trading prices on the OTCBB immediately prior to conversion date”.
As of July 31, 2015, principal balance of $140,000 (July 31, 2014 - $0) and accrued interest of $2,792 (July 31, 2014 - $0) was recorded.
Promissory Note #58
On May 1, 2015 the Company received funding pursuant to a convertible promissory note in the amount of $140,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 1, 2015. Any principal amount not paid by the maturity date bears interest at 12% per annum. During the year ended July 31, 2015, the Company accrued $2,792 (July 31, 2014 - $0) in interest expense.
After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company. The conversion price is 50% of the market price, where market price is defined as “the average of the last fifteen closing trading prices on the OTCBB immediately prior to conversion date”.
As of July 31, 2015, principal balance of $140,000 (July 31, 2014 - $0) and accrued interest of $2,792 (July 31, 2014 - $0) was recorded.
Promissory Note #59
On July 31, 2015 the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. in the sum of $240,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on January 1, 2016. Any principal amount not paid by the maturity date bears interest at 22% per annum. The Conversion Price shall mean par .00001 multiplied by the number of Common Stock converted at the time. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933. During the year ended July 31, 2015, the Company accrued $0 (July 31, 2014 - $0) in interest expense.
A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital. Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance.
On July 31, 2015, interest expense relating to the beneficial conversion feature of this convertible note of $0 was recorded in the financial statements, with a corresponding increase to additional paid in capital.
As of July 31, 2015, principal balance of $240,000 (July 31, 2014 - $0) was recorded.
Source Gold Corp.
(An Exploration Stage Company)
The Company issued financial instruments in the form of convertible notes with embedded conversion features. Some of the convertible notes payable have conversion rates, which are indexed to the market value of the Company’s stock price.
During the years ended July 31, 2015 and 2014, the Company recorded derivative liabilities for embedded conversion features related to convertible notes payable of face value $279,167 and $526,326 respectively. During the years ended July 31, 2015 and 2014, $96,990 and $228,725 respectively of convertible notes payable and accrued interest was converted into common stock of the Company. For the years ended July 31, 2015 and 2014, the Company performed a final mark-to-market adjustment for the derivative liability related to the convertible notes of and the carrying amount of the derivative liability related to the conversion feature of $214,648 and $446,253 respectively, was re-classed to additional paid in capital on the date of conversion in the statement of shareholders’ deficit. During the years ended July 31, 2015 and 2014, the Company recognized a gain of $221,809 and loss of $265,285 respectively, based on the change in fair value (mark-to market adjustment) of the derivative liability associated with the embedded conversion features in the accompanying statement of operations.
These derivative liabilities have been measured in accordance with fair value measurements, as defined by ASC 820. The valuation assumptions are classified within Level 1 and Level 2 inputs. The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above.
The following table represents the Company’s derivative liability activity for the embedded conversion features discussed above
:
|
July 31,
|
July 31,
|
|||||||
|
2015
|
2014
|
|||||||
|
Balance, beginning of period
|
$ | 479,320 | $ | 133,962 | ||||
|
Initial recognition of derivative liability
|
279,167 | 526,326 | ||||||
|
Conversion of derivative instruments to Common Stock
|
(214,648 | ) | (446,253 | ) | ||||
|
Mark-to-Market adjustment to fair value
|
(221,809 | ) | 265,285 | |||||
|
Balance, end of period
|
$ | 322,029 | $ | 479,320 | ||||
The Company is authorized to issue 20,000,000 shares of it $0.00001 par value preferred stock and 7,980,000,000 shares of its $0.001 par value common stock.
On June 16, 2008, the Company issued 24,000,000 common shares to the Company’s former president at $0.002 per share for total proceeds of $48,000.
On July 31, 2008, the Company issued 20,400,000 common shares at $0.0035 per share for total proceeds of $71,400 pursuant to a private placement. The Company paid commissions of $7,025 for net proceeds of $64,375.
On October 26, 2009, the Company issued 200,000 common shares at $0.25 per share for total proceeds of $50,000 pursuant to a private placement.
On October 30, 2009, the Company issued 200,000 common shares at $0.25 per share for total proceeds of $50,000 pursuant to a private placement.
On November 26, 2009, the Company issued 100,000 common shares at $1.00 per share for total proceeds of $100,000 pursuant to a private placement.
On March 5, 2010, the Company issued 120,000 common shares at $1.00 per share for total proceeds of $120,000 pursuant to a private placement.
On April 30, 2010, the Company issued 33,333 common shares at $1.50 per share for total proceeds of $50,000 pursuant to a private placement.
On June 16, 2010, the Company issued 105,932 common shares at $1.18 per share for total proceeds of $125,000 pursuant to a private placement.
On August 7, 2010, the Company issued 4,000,000 common shares with an aggregate fair value of $2,000,000 pursuant to the acquisition of Vulture Gold LLC.
On September 29, 2010, the Company issued 100,000 common shares at $0.50 per share for total proceeds of $50,000 pursuant to a private placement.
On October 22, 2010, the Company issued 31,250 common shares at $0.64 per share for total proceeds of $20,000 pursuant to a private placement.
On December 14, 2010, the Company issued 156,250 common shares at $0.32 per share for total proceeds of $50,000 pursuant to a private placement.
On February 25, 2011, the Company issued 50,000 common shares at $0.40 for total proceeds of $20,000 pursuant to a private placement.
On March 29, 2011, the Company issued 125,000 common shares at $0.40 for total proceeds of $50,000 pursuant to a private placement.
On April 28, 2011, the Company issued 125,000 common shares at $0.32 for total proceeds of $40,000 pursuant to a private placement.
On June 17, 2011, the Company issued 100,000 common shares at $0.40 for total proceeds of $40,000 pursuant to a private placement.
On September 7, 2011, the Company issued 160,000 common shares at $0.25 for total proceeds of $40,000 pursuant to a private placement.
On November 29, 2011, the Company issued 250,000 common shares at $0.10 for total proceeds of $25,000 pursuant to a private placement.
On January 6, 2012, the Company issued 125,000 common shares at $0.08 for total proceeds of $10,000 pursuant to a private placement.
On May 10, 2012, the Company issued 1,000,000 common shares pursuant to a mineral property option agreement with a fair value of $80,000.
During the period of August 1, 2012 to October 31, 2012, the Company issued 9,585,054 common shares with a fair value of $33,800 upon the conversion of a promissory note into common stock.
On October 31, 2012, the President of the Company acquired 10,000,000 common shares of the Company in a private transaction. As of October 31, 2012, the President holds a 16.4% interest in the common stock of the Company.
During the period of November 1, 2012 and January 31, 2013, the Company issued 5,925,083 common shares with a fair value of $30,438.08 upon the conversion of promissory notes into common stock.
During the period of February 1, 2013 and April 30, 2013, the Company issued 13,478,164 common shares with a fair value of $24,800 upon the conversion of promissory notes into common stock.
During the period of May 1, 2013 and July 31, 2013, the Company issued 22,644,333 common shares with a fair value of $20,400 upon the conversion of promissory notes into common stock.
During the year ended July 31, 2014, the Company issued 1,330,814,017 common shares upon the conversion of $228,725 in principal and interest of promissory notes into common stock.
During the year ended July 31, 2015, the Company issued 2,038,604,714 common shares upon the conversion of $96,990 in principal and interest of promissory notes into common stock.
Source Gold Corp.
(An Exploration Stage Company)
Capital Contribution
During the year ended July 31, 2010, the former president of the Company granted an option to the current president of the Company to acquire up to 20,000,000 common shares of the Company, held by the former president, at a price of $0.0025 per share effective December 20, 2010 until May 1, 2011. The Company has recorded compensation under management fees and a capital contribution of $0 (2011 - $3,992,571) (2010 - $6,967,429) aggregating $10,960,000 using the Black-Scholes valuation model based on the following inputs; exercise price $0.0025; dividend rate 0; current stock price of $0.55; term 1.5 years; and volatility 137.75%.
Warrants and Options
As of July 31, 2015 and 2014, there were no warrants or options outstanding to acquire any additional shares of common stock.
a) On October 26, 2009, the Company entered into a property option agreement whereby the Company was granted an option to earn up to a 50% interest in 19 mineral claims (the “KRK West” claims) located in the Thunder Bay Mining Division of Ontario. The option agreement is denominated in Canadian dollars.
Consideration for the option was the issuance of 2,000,000 common shares of the Company, cash payments totaling $103,718 (CDN$110,000), and aggregate exploration expenditures of $969,268 (CDN$1,000,000) as follows:
i) Cash payments:
* $46,640 (CDN$50,000) upon execution of the Option agreement (paid);
* $57,078(CDN$60,000) on or before December 1, 2009 (paid)
ii) Exploration expenditures of $484,768 (CDN$500,000) on or before December 31, 2010, and $969,268 (CDN$1,000,000) in aggregate on or before December 31, 2011.
In aggregate to July 31, 2011, the Company incurred exploration expenditures aggregating $32,080 (CDN$32,836) (See below regarding status of the agreement)
iii) The issuance of 2,000,000 common shares (none issued) to the shareholders of the optionor, as directed by the optionor.
Upon earning its 50% interest in the option, the Company was to enter into a joint venture agreement to develop and operate the property.
Pursuant to the agreement, if commercial production had been achieved and the Company sold or otherwise disposed of metals and minerals that had been produced and removed from the KRK West properties, the Company would pay Thunder Bay a 3% Net Smelter Return royalty.
In the event the Company sold or caused the sale of products other than to a smelter or refinery or otherwise caused the removal of products from the Property, the Company would pay a 2% Net Smelter Return Royalty. Alternatively, the Company could buy back the royalty right for $1,000,000 for each breccia pipe that reached commercial production.
The property option agreement was stated in Canadian dollars. The US dollar equivalent was converted using the foreign exchange rate at July 31, 2010 for all future commitments.
During the year ended July 31, 2010, the Company learned that the optionor had allowed the underlying claims to lapse, and therefore the option agreement was null and void.
The Company, and a director of the Company (The Company subsequently purchased these claims from the director), purchased the claims from persons who re-staked the claims for an aggregate amount of $27,577. Subsequent to acquisition, the claims were transferred to the Company’s wholly owned subsidiary, Northern Bonanza Inc. Due to the lapse of the underlying claims the Company impaired a total of $131,295 of acquisition costs incurred as of July 31, 2010 made up of the initial $103,718 payment and the additional payment of $27,577.
The original optionor represents that control of the claims remains with the optionor and that the Company has no right to further explore the property. The Company disagrees with this assertion and accordingly, ownership to the claims is in dispute. On January 6, 2011 the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims. The hearing did not occur as the other party filed for a change of venue. A determination regarding the change of venue has not yet been made and a date for rendering the decision has not yet been established. Mediation regarding the matter was deferred until late 2011 and prior to the hearing the optionor cancelled the mediation.
In October 2011, the Company, as a result of the cancellation of the mediation hearing with William J. Wheeler regarding the Thunder Bay claims, decided the best course of action was to file suit. Accordingly, a suit was filed against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detail the breach of the Agreement by Thunder Bay and Wheeler and request:
|
|
*
|
An order transferring an application regarding mining claims pending before the Office of the Mining and Lands Commissioner to the Ontario Superior Court of Justice to be consolidated with this action;
|
|
|
*
|
A declaration regarding our ownership and Thunder Bay and Wheeler’s ownership with respect to certain mining claims; and
|
|
|
*
|
$1,200,000 in damages from Thunder Bay and Wheeler.
|
b) During the year ended July 31, 2010, the Company entered into a property purchase agreement, which was formalized on May 4, 2010, to acquire a 100% interest in 21 mining claims located in the Northern Ontario for $50,767 (Cdn$51,800). During the year ended July 31, 2010, the Company incurred an additional $17,741 in staking costs in relation to these claims. Subsequent to acquisition the claims and exploration costs were transferred to NBI at cost.
During the year ended July 31, 2010, the Company made exploration advances to the operator amounting to $47,806. As of July 31, 2010 the operator had incurred exploration expenses aggregating $20,118 resulting in net advances held being $26,968. During the year ended July 31, 2011, the Company made further advances to the operator of $7,040.
During the year ended July 31, 2011 the operator incurred exploration expenditures of $34,008 and the Company also incurred direct exploration expenditures of $47,335.
As of July 31, 2015, the operator held exploration advances amounting to $0 (2014 - $0). Due to lack of funding, the Company has no immediate plans to explore these mines to determine resources available and consequently the costs incurred of $68,599 for these mineral properties was deemed to be fully impaired as of July 31, 2011.
c) On August 7, 2010, the Company acquired a 100% interest in Vulture Gold LLC, (“Vulture”) a Nevada limited Liability Company. Vulture holds 27 mineral claims in Maricopa County, Arizona, known as the Vulture Mine. As consideration for the acquisition the Company issued 4,000,000 common shares with a fair value of $2,000,000.
This transaction has been recorded as an asset acquisition and the fair value paid has been allocated to the cost of acquisition of the mineral property.
Due to lack of funding, the Company has no immediate plans to explore these mines to determine resources available and consequently the costs of $2,000,000 incurred for these mineral properties is deemed to be fully impaired.
During the year ended July 31, 2015, the Company incurred exploration expenditures of $0 (July 31, 2014 - $0) on the property.
d) On March 28, 2012, the Company entered into a property option agreement whereby the Company was granted an option to earn a 100% interest in 3 mineral tenures located in Northern British Columbia. The option agreement is denominated in US dollars.
Consideration for the option was the issuance of 1,000,000 common shares of the Company on March 28, 2012 valued at $80,000, (issued) and cash payment of $5,000 by April 2, 2012 (paid) and aggregate exploration expenditures of $25,000 by September 15, 2013.
As of July 31, 2015, no exploration expenditures have been incurred on the property.
|
|
The Company had no income tax expense during the reported period due to net operating losses.
A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:
|
2015
|
2014
|
|||||||
|
Operating loss for the years ended July 31
|
$ | (2,621,271 | ) | $ | (1,380,491 | ) | ||
|
Average statutory tax rate
|
34 | % | 34 | % | ||||
|
Expected income tax provisions
|
$ | (891,232 | ) | $ | (469,367 | ) | ||
|
Unrecognized tax loses
|
(891,232 | ) | (469,367 | ) | ||||
|
Income tax expense
|
$ | - | $ | - | ||||
Source Gold Corp.
(An Exploration Stage Company)
The Company has net operating losses carried forward of approximately $18,684,105 for tax purposes which may be recognized in future periods, not to exceed 20 years.
|
|
On April 1, 2014, the Company entered into a consulting contract with Eddy Aruda. The Company will pay Mr. Aruda $2,000 per month, payable in duly authorized, validly issued, fully paid non assessable common shares of the Company. The calculation of the number of shares issued will be based on a thirty day average of the highs and lows of the common stock value on the exchange.
|
|
Subsequent to the year end the Company:
On May 31, 2013, the Company entered into and delivered to Dhugald Pinchin in the principal amount of $57,500, due and payable on November 30, 2013, a 8% Convertible Redeemable Note, the terms of which are disclosed in our Quarterly Report on Form 10-Q for the period ended April 30, 2015 (the “Indebtedness”).
On August 10, 2015, the Company’s Board of Directors (the “Board”) authorized the creation of 1,000 shares of Series B Voting Preferred Stock. The holder of the shares of the Series B Voting Preferred Stock has the right to vote those shares of the Series B Voting Preferred Stock regarding any matter or action that is required to be submitted to the shareholders of the Company for approval. The vote of each share of the Series B Voting Preferred Stock is equal to and counted as 4 times the votes of all of the shares of the Company’s (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.
On August 10, 2015, Dhugald Pinchin assigned all rights, title, and interests in and to the Indebtedness to Santa Rosa Resources, Inc., a Nevada corporation (“Santa Rosa”), (the “Assignment”). As a result of the Assignment, the Company is indebted to Santa Rosa in the principal amount of $57,500.
On August 10, 2015, the Company filed a Certificate of Designation with the Nevada Secretary of State creating the 1,000 shares of Series B Voting Preferred Stock
On August 14, 2015, after review and recommendation from the Board, the Company entered into an Agreement for Conversion of Indebtedness to Series B Voting Preferred Stock with Santa Rosa, pursuant to which it was agreed that the Indebtedness would be converted to 1,000 shares of the Company’s Series B Voting Preferred Stock (the “Agreement for Conversion”).
On August 14, 2015, the Company issued 1,000 shares of Series B Voting Preferred Stock to Santa Rosa, representing 100% of the total issued and outstanding shares of the Company’s Series B Voting Preferred Stock.
On August 17, 2015, the Board of Directors of the Company approved the authorization of a 1 for 2,000 reverse stock split of the Company’s outstanding shares of common stock.
On August 17, 2015, the Company obtained the written consent of a stockholder, Santa Rosa Resources, Inc. a Nevada corporation, holding 1,000 shares of the Company’s Series B Voting Preferred Stock, which is equal to 99% of the voting power of the Company’s outstanding capital stock as of August 14, 2015, to effect the reverse stock split.
None.
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Principal Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Inasmuch as we only have one individual serving as our officer, director and employee we have determined that the Company has, per se, inadequate controls and procedures over financial reporting.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a single individual without adequate compensating controls, inadequate segregation of duties consistent with control objectives, and lack of an audit committee. These material weaknesses were identified by our Chief Executive who also serves as our Financial Officer in connection with the above annual evaluation.
Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue. Management believes that the material weakness in its controls and procedures referenced did not have an effect on our financial results. Based on that evaluation, the Chief Executive Office who also serves as our Principal Financial Officer concluded that the disclosure controls and procedures are ineffective.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment, management concluded that, as of July 31, 2015, the Company’s internal control over financial reporting is ineffective based on those criteria.
The Company’s management, including its Chief Executive Officer, who also serves as our Principal Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.
Changes in Internal Control
There have been no changes in internal controls over the financial reporting that occurred during the period ending July 31, 2015, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
On September 1, 2014, the Company entered into a Convertible Promissory Note with Syndication Capital, LLC. Under the terms of the promissory note the Company has borrowed $48,000 from Syndication Capital, LLC, which accrues interest at an annual rate of 8%, with a March 1, 2015 maturity date. This note also contains customary events of default.
On December 1, 2014, the Company entered into a Convertible Promissory Note with Syndication Capital, LLC. Under the terms of the promissory note the Company has borrowed $75,000 from Syndication Capital, LLC, which accrues interest at an annual rate of 8%, with a June 1, 2015 maturity date. This note also contains customary events of default.
On December 31, 2014, the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the promissory note the Company has borrowed $360,000 from Direct Capital Group, Inc., which accrues interest at an annual rate of 8%, with a July 1, 2015 maturity date. This note also contains customary events of default.
On December 31, 2014, the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the promissory note the Company has borrowed $360,000 from Direct Capital Group, Inc., which accrues interest at an annual rate of 8%, with a July 1, 2015 maturity date. This note also contains customary events of default.
On March 24, 2015, the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the promissory note the Company has borrowed $176,000 from Direct Capital Group, Inc., which accrues interest at an annual rate of 8%, with a September 24, 2015 maturity date. This note also contains customary events of default.
On April 30, 2015, the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the promissory note the Company has borrowed $240,000 from Direct Capital Group, Inc., which accrues interest at an annual rate of 8%, with an October 30, 2015 maturity date. This note also contains customary events of default.
On May 1, 2015, the Company entered into a Convertible Promissory Note with Rider Capital Corp. Under the terms of the promissory note the Company has borrowed $150,000 from Rider Capital Corp., which accrues interest at an annual rate of 8%, with a November 1, 2015 maturity date. This note also contains customary events of default.
On May 1, 2015, the Company entered into a Convertible Promissory Note with Rider Capital Corp. Under the terms of the promissory note the Company has borrowed $75,000 from Rider Capital Corp., which accrues interest at an annual rate of 8%, with a November 1, 2015 maturity date. This note also contains customary events of default.
On May 1, 2015, the Company entered into a Convertible Promissory Note with Rider Capital Corp. Under the terms of the promissory note the Company has borrowed $75,000 from Rider Capital Corp., which accrues interest at an annual rate of 8%, with a November 1, 2015 maturity date. This note also contains customary events of default.
On May 1, 2015, the Company entered into a Convertible Promissory Note with Rider Capital Corp. Under the terms of the promissory note the Company has borrowed $75,000 from Rider Capital Corp., which accrues interest at an annual rate of 8%, with a November 1, 2015 maturity date. This note also contains customary events of default.
On May 1, 2015, the Company entered into a Convertible Promissory Note with Rider Capital Corp. Under the terms of the promissory note the Company has borrowed $140,000 from Rider Capital Corp., which accrues interest at an annual rate of 8%, with a November 1, 2015 maturity date. This note also contains customary events of default.
On May 1, 2015, the Company entered into a Convertible Promissory Note with Xploration, Inc. Under the terms of the promissory note the Company has borrowed $140,000 from Xploration, Inc., which accrues interest at an annual rate of 8%, with a November 1, 2015 maturity date. This note also contains customary events of default.
On July 31, 2015, the Company entered into a Convertible Promissory Note with Direct Capital Group, Inc. Under the terms of the promissory note the Company has borrowed $240,000 from Direct Capital Group, Inc., which accrues interest at an annual rate of 8%, with a January 31, 2016 maturity date. This note also contains customary events of default.
Identification of Directors and Executive Officers
The following table sets forth the names and ages of our current directors and executive officers:
|
Name
|
Age
|
Position with the Company
|
Director Since
|
|
56
|
President, Treasurer, Secretary, & Director
|
March 25, 2014
|
The Board of Directors has no nominating, audit or compensation committee at this time.
Term of Office
Each director is elected by the Board of Directors and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.
Background and Business Experience
The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:
Edward J. Aruda,
age 56, is the founder, President and a Director of Santa Rosa Resources Inc., since its formation in 2007. He has much personal experience and leadership skills in the oil and gas industries, from the manufacturing of drilling equipment to the development of oil and gas properties. Mr. Aruda began his career in 1977 working for Smith Tool, a division of Smith International, and a major manufacturer of oil and gas well drilling bits. In 1990 Mr. Aruda became involved in the investment banking and financing of oil and gas programs. Mr. Aruda worked as a Registered Representative of the NASD and previously held series 22, 6 and 63 licenses. He has overseen the successful financing and development of numerous oil and gas properties throughout the southwest.
Identification of Significant Employees
We have no significant employees, other than Edward Aruda, our President, Chief Executive Officer, and Director.
Family Relationship
We currently do not have any officers or directors of our Company who are related to each other.
Involvement in Certain Legal Proceedings
During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:
|
(1)
|
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
(2)
|
|
(3)
|
|
iii.
|
|
(5)
|
|
(7)
|
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
ii.
|
|
iii.
|
Audit Committee and Audit Committee Financial Expert
The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.
The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Code of Ethics
Our board of directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the exploration stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended July 31, 2015, Forms 5 and any amendments thereto furnished to us with respect to the year ended July 31, 2015, and the representations made by the reporting persons to us, we believe that during the year ended July 31, 2015, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.
The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our officers and directors for the fiscal years ended July 31, 2015 and 2013. Our Board of Directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.
Summary Compensation Table
|
Name
and
Principal
Position
|
Fiscal
Year
Ended
7/31
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
|||||||||||||
|
Edward J. Aruda (1)
President, CEO, CFO, Secretary, Treasurer and Director
|
2015
|
32,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
32,000
|
|||||||||||||
|
2014
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
||||||||||||||
|
Dhugald Pinchin
Former President, CEO, CFO, Secretary, Treasurer and Director
|
2015
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|||||||||||||
|
2014
|
67,500
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
67,500
|
||||||||||||||
|
(1)
The Company’s officer and director currently devote approximately 30-40 hours per week to manage the affairs of the Company, including, but not limited to the upkeep of Source Gold Corp. and the research and development associated with expanding the Company to new markets. Mr. Aruda is the President, Secretary, Treasurer and a Director of the Company.
|
|
||||||||||||||||||||||||||
Narrative Disclosure to Summary Compensation Table
There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
Outstanding Equity Awards at Fiscal Year-End
No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended July 31, 2015.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Compensation Committee
We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
Compensation of Directors
Our directors receive no extra compensation for their service on our Board of Directors.
Security Ownership of Management
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 31, 2015, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
|
Name and Address of Beneficial Owner
|
Title of Class
|
Amount and Nature of Beneficial
Ownership (1)
(#)
|
Percent of Class (2)
(%)
|
|
Edward J. Aruda
200 S. Virginia Street
Reno, NV 89501
|
Common
|
-0-
|
0%
|
|
All Officers and Directors as a Group
|
Common
|
-0-
|
0%
|
|
5% Shareholders
|
Common
|
-0-
|
0%
|
|
(1)
|
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
|
|
(2)
|
Based on 3,472,433,130 issued and outstanding shares of common stock as of July 31, 2015.
|
Changes in Control
There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manor:
|
·
|
Disclosing such transactions in reports where required;
|
|
·
|
Disclosing in any and all filings with the SEC, where required;
|
|
·
|
Obtaining disinterested directors consent; and
|
|
·
|
Obtaining shareholder consent where required.
|
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
According to the NASDAQ definition, Edward Aruda is not an independent director because he is also an executive officer of the Company.
Review, Approval or Ratification of Transactions with Related Persons
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
|
Year Ended
July 31, 2015
|
Year Ended
July 31, 2014
|
|||||||
|
Audit fees
|
$ | 20,508 | $ | 18,175 | ||||
|
Audit-related fees
|
$ | - | $ | - | ||||
|
Tax fees
|
$ | - | $ | - | ||||
|
All other fees
|
$ | - | $ | - | ||||
|
Total
|
$ | 20,508 | $ | 18,175 | ||||
Audit Fees
During the fiscal years ended July 31, 2015, we incurred approximately $20,508 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended July 31, 2015.
During the fiscal year ended July 31, 2014, we incurred approximately $18,175 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended July 31, 2014.
Audit-Related Fees
The aggregate fees billed during the fiscal years ended July 31, 2015 and 2014 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.
Tax Fees
The aggregate fees billed during the fiscal years ended July 31, 2015 and 2014 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0 and $0, respectively.
All Other Fees
The aggregate fees billed during the fiscal years ended July 31, 2015 and 2014 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.
|
Exhibit Number
|
Description of Exhibit
|
Filing
|
|
|
3.1
|
Articles of Incorporation
|
Filed with the SEC on October 7, 2008 as part of our Registration of Securities on Form S-1.
|
|
|
3.2
|
Bylaws
|
Filed with the SEC on October 7, 2008 as part of our Registration of Securities on Form S-1.
|
|
|
3.3
|
Extension of Option Agreement.
|
Filed with the SEC on November 15, 2011, as part of our Annual Report on Form 10-K.
|
|
|
3.4
|
Resolution Increasing Management Compensation Agreement.
|
Filed with the SEC on November 15, 2011, as part of our Annual Report on Form 10-K.
|
|
|
10.1
|
Mineral Property Option Agreement, by and between the Company and Thunder Bay Minerals, Inc., dated October 26, 2009.
|
Filed with the SEC on October 28, 2009, as part of our Current Report on Form 8-K.
|
|
|
10.2
|
Purchase Agreement between the Company and John Sadowski, President of North Star Prospecting, Inc. dated May 4, 2010.
|
Filed with the SEC on May 10, 2010, as part of our Current Report on Form 8-K.
|
|
|
10.3
|
Purchase Agreement between the Company and Lauren Notar, dated July 30, 2010.
|
Filed with the SEC on August 4, 2010, as part of our Current Report on Form 8-K.
|
|
|
10.4
|
Purchase Agreement between the Company and Vulture Gold, LLC dated August 7, 2010.
|
Filed with the SEC on August 12, 2010, as part of our Current Report on Form 8-K.
|
|
|
10.5
|
Promissory Note by and between the Company and Asher Enterprises, Inc., dated January 23, 2012.
|
Filed with the SEC on March 15, 2012 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.6
|
Promissory Note by and between the Company and Greenshoe Investments, dated March 19, 2012.
|
Filed with the SEC on June 14, 2012 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.7
|
Property Option Agreement, dated March 28, 2012.
|
Filed with the SEC on June 14, 2012 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.8
|
Promissory Note by and between the Company and Asher Enterprises, Inc., dated May 14, 2012.
|
Filed with the SEC on June 14, 2012 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.9
|
Promissory Note by and between the Company and Asher Enterprises, Inc., dated October 5, 2012
|
Filed with the SEC on November 7, 2012 as part of our Annual Report on Form 10-K.
|
|
|
10.10
|
Promissory Note by and between the Company and Syndication Capital, LLC., dated May 1, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.11
|
Employment Agreement by and between the Company and Dhugald Pinchin, dated May 15, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.12
|
Promissory Note by and between the Company and Dhugald Pinchin, dated May 31, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.13
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated June 1, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.14
|
Promissory Note by and between the Company and Dhugald Pinchin, dated June 30, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.15
|
Promissory Note by and between the Company and Syndication Capital, LLC., dated July 1, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.16
|
Promissory Note by and between the Company and Dhugald Pinchin, dated July 31, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.17
|
Promissory Note by and between the Company and Syndication Capital, LLC., dated August 1, 2013
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.18
|
Promissory Note by and between the Company and Dhugald Pinchin, dated August 31, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.19
|
Promissory Note by and between the Company and Syndication Capital, LLC., dated September 1, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.20
|
Promissory Note by and between the Company and Dhugald Pinchin, dated September 30, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.21
|
Promissory Note by and between the Company and Syndication Capital, LLC., dated October 1, 2013.
|
Filed with the SEC on December 4, 2013, as part of our Annual Report on Form 10-K.
|
|
|
10.22
|
Promissory Note by and between the Company and Dhugald Pinchin, dated October 31, 2013.
|
Filed with the SEC on December 18, 2013 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.23
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated November 1, 2013.
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.24
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated November 1, 2013.
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.25
|
Promissory Note by and between the Company and Dhugald Pinchin, dated November 30, 2013.
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.26
|
Promissory Note by and between the Company and Syndication Capital, LLC., dated December 1, 2013.
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.27
|
Promissory Note by and between the Company and Asher Enterprises Inc, dated December 13, 2013.
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.28
|
Promissory Note by and between the Company and Dhugald Pinchin, dated December 31, 2013.
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.29
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated January 1, 2014
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.30
|
Promissory Note by and between the Company and Dhugald Pinchin, dated January 31, 2013.
|
Filed with the SEC on March 24, 2014 as part of our Quarterly Report on Form 10-Q.
|
|
|
10.31
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated February 1, 2014
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
10.32
|
Promissory Note by and between the Company and Dhugald Pinchin, dated February, 28, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.33
|
Promissory Note, by and between the Company and Syndication Capital, LLC, date March 1, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.34
|
Promissory Note, by and between the Company and LG Capital Funding, LLC, dated March 17, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.35
|
Promissory Note, by and between the Company and LG Capital Funding, LLC, dated March 17, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.36
|
Promissory Note, by and between the Company and Gel Properties, LLC, dated March 26, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.37
|
Promissory Note by and between the Company and Dhugald Pinchin, dated March 31, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.38
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated April 1, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.39
|
Promissory Note by and between the Company and Dhugald Pinchin, dated April 30, 2014.
|
Filed with the SEC on June 16, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.40
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated May 1, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.41
|
Promissory Note, by and between the Company and Gel Properties, LLC, dated May 19, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.42
|
Promissory Note by and between the Company and Adar Bays, LLC, dated May 19, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.43
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated June 1, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.44
|
Promissory Note, by and between the Company and Union Capital, LLC, dated June 6, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.45
|
Promissory Note by and between the Company and Union Capital, LLC, dated June 6, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.46
|
Promissory Note by and between the Company and Union Capital, LLC, dated July 2, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.47
|
Promissory Note by and between the Company and Union Capital, LLC, dated July 2, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.48
|
Promissory Note, by and between the Company and LG Capital Funding, LLC, dated July 9, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.49
|
Promissory Note by and between the Company and LG Capital Funding, LLC, dated July 9, 2014.
|
Filed with the SEC on November 12, 2014, as part of our Annual Report on Form 10-K.
|
|
|
10.50
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated September 1, 2014.
|
Filed with the SEC on December 15, 2014, as part of our Quarterly Report on Form 10Q.
|
|
|
10.51
|
Promissory Note by and between the Company and Syndication Capital, LLC, dated December 1, 2014.
|
Filed with the SEC on March 16, 2015, as part of our Quarterly Report on Form 10Q.
|
|
|
10.52
|
Promissory Note by and between the Company and Direct Capital Group, Inc. dated December 31, 2014.
|
Filed with the SEC on March 16, 2015, as part of our Quarterly Report on Form 10Q.
|
|
|
10.53
|
Promissory Note by and between the Company and Direct Capital Group, Inc. dated December 31, 2014.
|
Filed with the SEC on March 16, 2015, as part of our Quarterly Report on Form 10Q.
|
|
|
10.54
|
Promissory Note by and between the Company and Direct Capital Group, Inc. dated March 24, 2015.
|
Filed with the SEC on June 15, 2015, as part of our Quarterly Report on Form 10Q.
|
|
|
10.55
|
Promissory Note by and between the Company and Direct Capital Group, Inc. dated April 30, 2015.
|
Filed with the SEC on June 15, 2015, as part of our Quarterly Report on Form 10Q.
|
|
|
10.56
|
Promissory Note by and between the Company and Rider Capital Corp. dated May 1, 2015.
|
Filed herewith.
|
|
|
10.57
|
Promissory Note by and between the Company and Rider Capital Corp. dated May 1, 2015.
|
Filed herewith.
|
|
|
10.58
|
Promissory Note by and between the Company and Rider Capital Corp. dated May 1, 2015.
|
Filed herewith.
|
|
|
10.59
|
Promissory Note by and between the Company and Rider Capital Corp. dated May 1, 2015.
|
Filed herewith.
|
|
|
10.60
|
Promissory Note by and between the Company and Rider Capital Corp. dated May 1, 2015.
|
Filed herewith.
|
|
|
10.61
|
Promissory Note by and between the Company and Xploration, Inc. dated May 1, 2015.
|
Filed herewith.
|
|
|
10.62
|
Promissory Note by and between the Company and Direct Capital Group, Inc. dated July 31, 2015.
|
Filed herewith.
|
|
|
31.1
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
|
|
31.2
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
|
|
32
|
Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act
|
Filed herewith
|
|
|
101.INS*
|
XBRL Instance Document
|
Filed herewith
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
Filed herewith
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SOURCE GOLD CORP.
Dated: November 13, 2015
/s/ Edward Aruda
By: Edward Aruda
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
Dated: November 13, 2015
/s/ Edward Aruda
Edward Aruda – Director
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Company S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Or Plan Of OperationItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Basis Of PresentationNote 2 Nature Of Operations and Ability To Continue As A Going ConcernNote 3 Summary Of Significant Accounting PoliciesNote 4 Computer EquipmentNote 5 Financial InstrumentsNote 6 Related Party TransactionsNote 7 Convertible Notes PayableNote 8 Derivative LiabilitiesNote 9 Common StockNote 10 Mineral PropertiesNote 11 Income TaxesNote 12 CommitmentsNote 13 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors and Executive OfficersItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits