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[X]
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
April 30, 2010
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[ ]
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from __________
to
__________
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Commission File Number:
333-153881
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Nevada
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N/A
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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2 Toronto Street, Suite 234
Toronto, Ontario, Canada M5C 2B5
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(Address of principal executive offices)
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(289) 208-5537
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(Registrant’s telephone number)
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________________________
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(Former name, former address and former fiscal year, if changed since last report)
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[ ] Large accelerated filer
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[ ] Accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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TABLE
OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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PART II – OTHER INFORMATION
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Our interim consolidated financial statements included in this Form 10-Q are as follows:
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ASSET
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April 30,
2010
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July 31,
2009
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Current
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|||||
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Cash
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$ | 55,719 | $ | 8,014 | |
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Prepaid expenses
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2,123 | - | |||
| $ | 57,842 | $ | 8,014 | ||
| LIABILITIES | |||||
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Current
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|||||
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Accounts payable and accrued liabilities
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$ | 47,955 | $ | 4,690 | |
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Promissory note payable – Note 8
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- | 1,842 | |||
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Due to related party – Note 5
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- | 1,000 | |||
| 47,955 | 7,532 | ||||
| STOCKHOLDERS’ EQUITY | |||||
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|||||
| Preferred stock, $0.001 par value 20,000,000 shares authorized, none outstanding | |||||
| Common stock, $0.001 par value – Note 6 180,000,000 shares authorized 45,053,333 (July 31, 2009: 44,400,000) shares issued | 45,053 | 44,400 | |||
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Additional paid in capital
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437,322 | 67,975 | |||
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Deficit accumulated during the exploration stage
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(472,488) | (111,893) | |||
| 9,887 | 482 | ||||
| $ | 57,842 | $ | 8,014 | ||
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Nature of Operations and Ability to Continue as a Going Concern
–
Note 2
Commitments
–
Note 7
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|||||
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Nine Months Ended
April 30,
2010
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Nine Months
Ended
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Three Months
Ended
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Three Months
Ended
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Cumulative
June 4,
2008
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Expenses
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Accounting and audit fees
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$ | 36,991 | $ | 27,541 | $ | 7,984 | $ | 4,769 | $ | 70,176 | ||||||||
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Bank charges
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774 | 325 | 412 | 45 | 1,175 | |||||||||||||
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Foreign exchange loss
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2,916 | 22 | 2,071 | 9 | 6,196 | |||||||||||||
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Legal fees
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51,343 | 21,439 | 34,473 | 2,300 | 82,587 | |||||||||||||
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Management fees – Note 5
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35,500 | 9,000 | 15,000 | 3,000 | 48,500 | |||||||||||||
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Mineral property option costs
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103,718 | 1,875 | - | - | 107,435 | |||||||||||||
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Mineral property acquisition costs
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61,163 | - | 61,163 | - | 61,163 | |||||||||||||
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Mineral property exploration
costs
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31,526 | 16,865 | 26,180 | 820 | 48,211 | |||||||||||||
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Office expenses
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16,906 | 1,800 | 5,054 | 600 | 19,506 | |||||||||||||
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Regulatory expenses
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- | 4,000 | - | - | 4,000 | |||||||||||||
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Shareholder communications
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11,972 | - | 5,687 | - | 11,972 | |||||||||||||
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Transfer agent and filing fees
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1,475 | 3,481 | 345 | - | 5,256 | |||||||||||||
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Travel
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6,311 | - | 6,311 | - | 6,311 | |||||||||||||
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Net loss for the period
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$ | (360,595 | ) | $ | (86,168 | ) | $ | (164,680 | ) | $ | (11,543 | ) | $ | (472,488) | ||||
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Basic and diluted loss per share
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average number of
shares outstanding
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44,753,748 | 44,400,000 | 44,977,228 | 44,400,000 | ||||||||||||||
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Nine Months
Ended
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Nine Months
Ended
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Cumulative
June 4,
2008
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Cash Flows used in Operating Activities
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Net loss for the period
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$ | (360,595 | ) | $ | (86,168 | ) | $ | (472,488) | ||
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Items not involving cash:
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Mineral property option costs
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- | - | 1,842 | |||||||
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Foreign exchange adjustment
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33 | - | 33 | |||||||
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Unrealized foreign exchange
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(1,149 | ) | - | (1,149) | ||||||
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Changes in non-cash working capital items:
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||||||||||
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Prepaid expenses
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(2,123 | ) | 142 | (2,123) | ||||||
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Accounts payable and accrued liabilities
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44,422 | (10,756 | ) | 49,112 | ||||||
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Net cash provided by (used in) operating activities
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(319,412 | ) | (96,782 | ) | (424,773) | |||||
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Cash Flows from Financing Activities
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Capital stock issued, net cash commission
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370,000 | - | 482,375 | |||||||
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Promissory note paid
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(1,875 | ) | - | (1,875) | ||||||
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Decrease in due to related party
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(1,000 | ) | (1,200 | ) | - | |||||
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Net cash provided by (used in) provided by financing activities
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367,125 | (1,200 | ) | 480,500 | ||||||
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Effect of foreign exchange on cash
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(8 | ) | - | (8) | ||||||
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Increase (decrease) in cash during the period
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47,705 | (97,982 | ) | 55,719 | ||||||
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Cash, beginning of the period
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8,014 | 116,300 | - | |||||||
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Cash, end of the period
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$ | 55,719 | $ | 18,318 | $ | 55,719 | ||||
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Supplemental information
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Interest and taxes paid in cash
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$ | - | $ | - | $ | - | ||||
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Common Shares
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Additional
Paid In
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Deficit
Accumulated
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||||||||||||||
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Number
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Cash
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Capital
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Stage
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Total
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||||||||||||
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Capital stock issued for cash: – at $0.002
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24,000,000 | $ | 24,000 | $ | 24,000 | $ | - | $ | 48,000 | |||||||
| -- at $ at 0.0035 | 20,400,000 | 20,400 | 51,000 | - | 71,400 | |||||||||||
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Less: commission
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- | - | (7,025 | ) | - | (7,025) | ||||||||||
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Net loss for the period
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- | - | - | (9,089 | ) | (9,089) | ||||||||||
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Balance July 31, 2008
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44,400,000 | 44,400 | 67,975 | (9,089 | ) | 103,286 | ||||||||||
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Net loss for the year
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- | - | - | (102,804 | ) | (102,804) | ||||||||||
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Balance July 31, 2009
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44,400,000 | 44,400 | 67,975 | (111,893 | ) | 482 | ||||||||||
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Capital stock issued for cash: – at $0.25
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400,000 | 400 | 99,600 | - | 100,000 | |||||||||||
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Capital stock issued for cash: – at $1.00
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220,000 | 220 | 219,780 | - | 220,000 | |||||||||||
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Capital stock issued for cash: – at $1.50
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33,333 | 33 | 49,967 | - | 50,000 | |||||||||||
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Net loss for the period
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- | - | - | (360,595 | ) | (360,595) | ||||||||||
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Balance April 30, 2010
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$ | 45,053,333 | $ | 45,053 | $ | 437,322 | $ | (472,488 | ) | $ | 9,887 | |||||
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Note 1
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Basis of Presentation
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While the information presented in the accompanying April 30, 2010 interim consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the Company’s July 31, 2009 audited financial statements (notes thereto) included in the Company’s Annual Report on Form 10-K.
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Operating results for the nine months ended April 30, 2010 are not necessarily indicative of the results that can be expected for the year ending July 31, 2010.
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Note 2
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Nature of Operations
and Ability to Continue as a Going Concern
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Note 2
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Nature of Operations and Ability to Continue as a Going Concern
– (cont’d)
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Note 3
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Summary of Significant Accounting Policies
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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.
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These consolidated financial statements include the accounts of the Company and IRC Exploration Ltd., a wholly owned subsidiary incorporated in Canada on August 1, 2008. All significant inter-company transactions and balances have been eliminated.
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Note 3
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Summary of Significant Accounting Policies – (cont’d)
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In June 2009, the Financial Accounting Standards Board ("FASB") issued authoritative guidance which established the FASB Standards Accounting Codification ("Codification") as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities, and rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants. The Codification supersedes all the existing non-SEC accounting and reporting standards upon its effective date and, subsequently, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. The guidance is not intended to change or alter existing GAAP. The guidance became effective for the Company on September 15, 2009. The guidance did not have an impact on the Company's financial position, results of operations or cash flows. All references to previous numbering of FASB Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts have been removed from the financial statements and accompanying footnotes.
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In May 2009, the FASB issued authoritative guidance for subsequent events. The guidance provides authoritative accounting literature related to evaluating subsequent events that was previously addressed only in the auditing literature. The guidance is similar to the current guidance with some exceptions that are not intended to result in significant change to current practice. The guidance defines subsequent events and also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The Company adopted the disclosure provisions of the guidance as of August 1, 2009. The adoption did not have an impact on the Company's financial position
,
results of operations or cash flows
.
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In December 2007, the FASB issued authoritative guidance for non-controlling interests in consolidated financial statements which established new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this requires the recognition of a non-controlling interest (minority interest) as equity in the consolidated financial statements and separate from the parent's equity. The amount of net income attributable to the non-controlling interest will be included in consolidated net income on the face of the income statement. The guidance clarifies that changes in a parent's ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the non-controlling equity investment on the deconsolidation date. The guidance also includes expanded disclosure requirements regarding the interests of the parent and its non-controlling interest. The adoption of this guidance as at August 1, 2009 had no effect on our financial statements.
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Note 3
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Summary of Significant Accounting Policies
– (cont’d)
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In June 2008, the FASB issued authoritative guidance for determining whether an instrument (or an embedded feature) is indexed to an entity’s own stock. This guidance provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. The adoption of this guidance as at August 1, 2009 had no effect on the financial position and results of operations of the Company.
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In December 2007, the FASB issued authoritative guidance which amended the existing guidance for business combinations. The revised guidance establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The guidance also provides direction for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This guidance became effective for the Company on August 1, 2009. The adoption of this revised guidance had no effect on our financial statements.
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In June 2009, the FASB issued authoritative guidance which amended the existing guidance for the consolidation of variable interest entities, to address the elimination of the concept of a qualifying special purpose entity. The guidance also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity, and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the guidance requires any enterprise that holds a variable interest in a variable interest entity to provide enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise's involvement in a variable interest entity. The guidance is effective for the Company commencing August 1, 2010. The Company believes that the guidance will not have a material impact on its financial position, results of operations or cash flows.
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Note 3
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Summary of Significant Accounting Policies
– (cont’d)
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In June 2009 the FASB issued authoritative guidance which amended existing guidance for the accounting for transfers of financial assets. The objective of this guidance is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This guidance is effective for the Company commencing August 1, 2010. Earlier application is prohibited. This guidance must be applied to transfers occurring on or after the effective date. The Company is assessing the effect that the implementation of this guidance will have on the financial statements.
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In June 2008, the FASB ratified authoritative guidance for determining whether instruments granted in share-based payment transactions are participating securities. The guidance addresses whether instruments granted in share-based payment awards are participating securities prior to vesting and, therefore, must be included in the earnings allocation in calculating earnings per share under the two-class method. The guidance requires that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend-equivalents be treated as participating securities in calculating earnings per share. The guidance is effective for the Company on August 1, 2010, and shall be applied retrospectively to all prior periods. The Company believes that the guidance will not have a material impact on its financial position, results of operations or cash flows.
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Note 4
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Financial Instruments
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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.
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In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy 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 the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
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Note 4
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Financial Instruments
– (cont’d)
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Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
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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.
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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.
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Note 5
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Related Party Transactions
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Note 5
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Related Party Transactions
– (cont’d)
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Note 6
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Capital Stock
– Note 1
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Note 7
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Mineral Properties
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a)
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On August 11, 2008, the Company’s wholly owned subsidiary, IRC Exploration Ltd. (“IRC”), entered into a property option agreement whereby IRC was granted an option to earn up to an 85% interest in one mineral claim (the “Queen” claim) consisting of 457.7 hectares located in the Omineca Mining Division of British Columbia. The option agreement is denominated in Canadian dollars. Consideration for the option is cash payments totalling $53,442 (CDN$54,000) and aggregate exploration expenditures of $238,648 (CDN$241,000) as follows:
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·
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$1,875 (CDN$2,000) upon execution of the Option agreement (paid);
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·
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$1,842 (CDN$2,000) on or before July 31, 2009 (paid);
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·
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$49,725 (CDN$50,000) on or before July 31. 2010.
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ii)
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Exploration expenditures of $14,157 (CDN$15,000) on or before July 31, 2009 (expenses incurred), $29,803 (CDN$31,000) in aggregate on or before July 31, 2010; $238,648 (CDN$241,000) in aggregate on or before July 31, 2011.
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b)
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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 is the issuance of 2,000,000 common shares of the company, cash payments totalling $103,718 (CDN$110,000), and aggregate exploration expenditures of $993,945 (CDN$1,000,000) as follows:
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i)
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Cash payments:
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·
·
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$46,640 (CDN$50,000) upon execution of the Option agreement (paid in the three months period ended October 31, 2009);
$57,078(CDN$60,000) on or before December 1, 2009 (paid)
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ii)
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Exploration expenditures of $496,695 (CDN$500,000) on or before December 31, 2010, and $993,945 (CDN$1,000,000) in aggregate on or before December 31, 2011.
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Note 7
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Mineral Properties
– (cont’d)
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b)
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– (cont’d)
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ii)
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– (cont’d)
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During the nine month period ended April 30, 2010, the Company incurred exploration expenditures aggregating $31,526 (CDN$32,258)
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iii)
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The issuance of 2,000,000 common shares to the shareholders of the optionor, as directed by the optionor.
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Upon earning its 50% interest in the option, the Company shall enter into a joint venture agreement to develop and operate the property.
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Pursuant to the agreement, if commercial production has been achieved and the Company sells or otherwise disposes of metals and minerals that has been produced and removed from the KRK West properties, the Company will pay Thunder Bay a 3% Net Smelter Return royalty. In the event the Company sells or causes the sale of products other than to a smelter or refinery or otherwise causes the removal of products from the Property, the Company will pay a 2% Net Smelter Return Royalty. Alternatively, the Company can buy back the royalty right for $1,000,000 for each breccia pipe that reaches commercial production.
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c)
|
During the nine months ended April 30, 2010, the Company entered into a property purchase agreement, which was formalized May 4, 2010, to acquire a 100% interest in 21 mining claims located in the Beardmore Geraldton area of Thunder Bay, Ontario for $51,800. During the nine months ended April 30, 2010, the Company incurred an additional $10,000 in staking costs in relation to these claims.
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Note 8
|
Promissory note payable
|
|
§
|
to 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 and the balance of $60,000 (CDN) on or before December 1, 2009;
|
|
§
|
to incur $500,000 (CDN) in expenditures on the claims before December 31, 2010 and $500,000 in expenditures on the claims before December 31, 2011; and
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|
§
|
to issue 2,000,000 shares of our common stock to the shareholders of Thunder Bay within 30 days of closing the transaction.
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Exhibit
Number
|
Description of Exhibit
|
|
Source Gold Corp.
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|
Date:
|
June 15, 2010
|
|
By:
/s/ Lauren Notar
Lauren Notar
Title:
Chief Executive Officer and Director
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|