Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
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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
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||||||||||
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For the fiscal year ended October 31, 2011
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|||||||||||
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OR
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|||||||||||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
N/A
to
N/A .
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Commission File No. 333-171214
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American Strategic Minerals Corporation
(Exact Name of Registrant as Specified in its Charter)
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Nevada
(State or other jurisdiction of
incorporation or organization)
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01-0949984
(IRS Employer Identification Number)
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33 Turnberry Drive
Wilmslow, Cheshire
Sk92QW
Tel: 44-161-884-0149
(Address of Principal Executive Offices)
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Registrant's Telephone Number, including area code
:
44-161-884-0149
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Securities Registered Pursuant to Section 12(b) of the Act:
None
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Securities Registered Pursuant to Section 12(g) of the Act:
None
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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.
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Yes
o
No
x
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
o
No
x
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
x
No
o
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Indicate by check whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
x
No
o
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Yes
x
No
o
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer |
o
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Non-Accelerated filer
(Do not check if a smaller reporting company)
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o
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Smaller reporting company |
x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
x
No
o
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price of $0.01, the price of the last private placement of common equity: $75,625.
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State the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. 12,269,144 issued and outstanding as of December 13, 2011.
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Page
Numbers
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PART I
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3
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ITEM 1.
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Business
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3
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ITEM 1A.
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Risk Factors
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8
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ITEM 1B.
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Unresolved Staff Comments
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11
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ITEM 2.
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Properties
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11
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ITEM 3.
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Legal Proceedings
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12
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ITEM 4.
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Removed
and Reserved
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12
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PART II
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12
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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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12
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ITEM 6.
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Selected Financial Data
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12
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ITEM 7.
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Management's Discussion And Analysis Of Financial Condition And Results Of Operation
s
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13
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ITEM 7A
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Quantitative And Qualitative Disclosures About Market Risk
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15
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ITEM 8.
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Financial Statements And Supplementary Data
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15
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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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15
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ITEM 9A.
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Controls And Procedures (ITEM 9A(T))
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15
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ITEM 9B.
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Other Information
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16
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PART III
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16
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ITEM 10.
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Directors, Executive Officers And Corporate Governance
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16
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ITEM 11.
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Executive Compensation
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18
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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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19
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ITEM 13.
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Certain Relationships And Related Transactions, And Director Independence
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19
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ITEM 14.
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Principal Accounting Fees And Services
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20
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PART IV
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21
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ITEM 15.
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Exhibits, Financial Statement Schedules
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21
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SIGNATURE
S
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22
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·
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Recyclable: Recyclable materials include all products and materials that require further processing and refinement to be made into new produces. These materials include the vast majority of containers, glass, plastics, cardboards, fibrous materials, metals and other. These materials will be stored for delivery to a recycling plant.
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·
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Recyclable (compost): Though the majority of our waste removal will not include perishables or other compostable nitrogen and phosphate rich materials any such materials will be stored in a compost area and resold as an aftermarket compost product.
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·
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Reusable (charity): All clothing, furniture and electronic items that are collected. Items of adequate quality will be stored and delivered to the most relevant charity in order to assure they go to a worthy cause.
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·
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Reusable (resale): All materials that can be used for construction including, beams, plywood, rebar, ect. These products will be stored and offered for resale.
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·
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Waste: All materials and products that do not fit into the other four categories.
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·
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Differentiation of waste to make sure the highest possible amount of waste is recycled, reused, or donated.
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·
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Offsetting of carbon footprint from all vehicles.
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·
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Minor breaches: the regulator will discuss what is needed to comply with environmental permitting
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·
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Serious breaches: the regulator may issue a suspension notice, enforcement notice, prosecute or revoke the permit
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Level 1:
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Observable inputs such as quoted market prices in active markets for identical assets or liabilities
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Level 2:
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Observable market-based inputs or unobservable inputs that are corroborated by market data
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Level 3:
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Unobservable inputs for which there is little or no market data, which require the use of the reporting
entity’s own assumptions.
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REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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F-2 to F-3
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F-4
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F-5
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STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
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F-6
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F-7
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NOTES TO THE FINANCIAL STATEMENTS
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F-8 to F-14
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/s/ Chang Park
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CHANG G. PARK, CPA
December 10, 2010 San Diego, CA. 92108 |
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October 31,
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2011
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2010
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ASSETS
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||||||||
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Current Assets:
|
||||||||
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Cash
|
$ | 55 | $ | 24,653 | ||||
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Prepaid Expenses
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3,345 | - | ||||||
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TOTAL ASSETS
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$ | 3,400 | $ | 24,653 | ||||
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
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||||||||
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Current Liabilities:
|
||||||||
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Note payable – related party
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$ | 11,050 | $ | 1,375 | ||||
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TOTAL LIABILITIES
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11,050 | 1,375 | ||||||
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Stockholders’ (Deficit) Equity:
|
||||||||
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Common stock, $0.001 par value, 75,000,000 shares authorized, 9,050,000 shares issued and outstanding
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9,050 | 9,050 | ||||||
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Additional paid in capital
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16,200 | 16,200 | ||||||
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Deficit accumulated during the development stage
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(32,900 | ) | (1,972 | ) | ||||
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TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY
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(7,650 | ) | 23,278 | |||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
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$ | 3,400 | $ | 24,653 | ||||
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Fiscal year ended October 31, 2011
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Period from February 23, 2010
( Inception) to
October 31, 2010
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Period from February 23, 2010
(Inception) to
October 31, 2011
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||||||||||
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Revenues
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$ | - | $ | - | $ | - | ||||||
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General and administrative
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30,928 | 1,972 | 32,900 | |||||||||
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Total operating expenses
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30,928 | 1,972 | 32,900 | |||||||||
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Loss from operations
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(30,928 | ) | (1,972 | ) | (32,900 | ) | ||||||
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Net loss before income tax
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(30,928 | ) | (1,972 | ) | (32,900 | ) | ||||||
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Provision for income tax
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- | - | - | |||||||||
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Net loss
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$ | (30,928 | ) | (1,972 | ) | $ | (32,900 | ) | ||||
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NET LOSS PER COMMON SHARE:
Basic and Diluted |
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
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WEIGHTED AVERAGE COMMON SHARES OUTSTANDING –Basic and Diluted
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9,050,000 | 4,668,800 | 7,227,561 | |||||||||
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Common Stock
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Additional
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Accumulated
|
||||||||||||||||||
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Shares
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Amount
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Paid in Capital
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Deficit
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Total
|
||||||||||||||||
|
Inception, February 23, 2010
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
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Common stock issued for cash at $0.001
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3,500,000 | 3,500 | - | - | 3,500 | |||||||||||||||
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Common stock issued for cash at $0.003
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3,000,000 | 3,000 | 6,000 | - | 9,000 | |||||||||||||||
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Common stock issued for cash at $0.005
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2,550,000 | 2,550 | 10,200 | - | 12,750 | |||||||||||||||
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Net loss for the period ended October 31, 2010
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- | - | - | (1,972 | ) | (1,972 | ) | |||||||||||||
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Balance, October 31, 2010
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9,050,000 | 9,050 | 16,200 | (1,972 | ) | 23,278 | ||||||||||||||
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Net loss for the fiscal year
ended October 31, 2011
|
- | - | - | (30,928 | ) | (30,928 | ) | |||||||||||||
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Balance, October 31, 2011
|
9,050,000 | $ | 9,050 | $ | 16,200 | $ | (32,900 | ) | $ | (7,650 | ) | |||||||||
|
Fiscal year ended October 31, 2011
|
Period from February 23, 2010 (Inception) to October 31, 2010
|
Period from February 23, 2010 (Inception) to October 31, 2011
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net loss
|
$ | (30,928 | ) | $ | (1,972 | ) | $ | (32,900 | ) | |||
|
Adjustments to Reconcile Net Loss to Net Cash Used in
Operating Activities:
|
||||||||||||
|
Changes in Assets and Liabilities
|
||||||||||||
|
Increase in prepaid expenses
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(3,345 | ) | - | (3,345 | ) | |||||||
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Net Cash Used in Operating Activities
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(34,273 | ) | (1,972 | ) | (36,245 | ) | ||||||
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Cash Flows from Financing Activities:
|
||||||||||||
|
Proceeds from note payable – related party
|
9,675 | 1,375 | 11,050 | |||||||||
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Proceeds from the sale of common stock
|
- | 25,250 | 25,250 | |||||||||
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Net Cash Provided by Financing Activities
|
9,675 | 26,625 | 36,300 | |||||||||
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Net (Decrease) Increase in Cash
|
(24,598 | ) | 24,653 | 55 | ||||||||
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Cash – Beginning
|
24,653 | - | - | |||||||||
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Cash – Ending
|
$ | 55 | $ | 24,653 | $ | 55 | ||||||
|
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
|
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
|
Cash paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
|
Level 1:
|
Observable inputs such as quoted market prices in active markets for identical assets or liabilities
|
|
|
Level 2:
|
Observable market-based inputs or unobservable inputs that are corroborated by market data
|
|
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Level 3:
|
Unobservable inputs for which there is little or no market data, which require the use of the reporting
entity’s own assumptions.
|
|
Fiscal year ended
October 31, 2011
|
For the Period from Inception
February 23, 2010 to
October 31, 2010
|
|||||||
|
Numerator:
|
||||||||
|
Net loss
|
$ | (30,928 | ) | $ | (1,972 | ) | ||
|
Denominator:
|
||||||||
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Basic and diluted loss per share
|
||||||||
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(weighted-average shares)
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9,050,000 | 4,668,800 | ||||||
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Basic and diluted loss per share
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$ | (0.00 | ) | $ | ( 0.00 | ) | ||
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October 31, 2011
|
October 31, 2010
|
|||||||
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Tax benefit computed at “expected” statutory rate
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$ | (25,648 | ) | $ | (1,635 | ) | ||
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State income taxes, net of benefit
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(5,280 | ) | (337 | ) | ||||
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Increase in valuation allowance
|
30,928 | 1,972 | ||||||
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Net income tax benefit
|
$ | - | $ | - | ||||
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October 31, 2011
|
October 31, 2010
|
|||||||
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Computed "expected" tax expense (benefit)
|
(34.0 | )% | (34.0 | )% | ||||
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State income taxes
|
(7.0 | )% | (7.0 | )% | ||||
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Change in valuation allowance
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41.0 | % | 41.0 | % | ||||
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Effective tax rate
|
0.0 | % | 0.0 | % | ||||
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Deferred tax assets:
|
||||||||
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Net operating loss carryover
|
$ | 13,489 | $ | 809 | ||||
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Less: valuation allowance
|
(13,489 | ) | (809 | ) | ||||
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Net deferred tax asset
|
$ | - | $ | - | ||||
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Name
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Age
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Position
|
|
Leslie Clitheroe
|
60
|
President, Treasurer, and Director
|
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Christopher Clitheroe
|
27
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Secretary and Director
|
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Name and Principal Position
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Year
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Salary (US$)
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Bonus (US$)
|
Stock Awards (US$)
|
Option Awards (US$)
|
All Other Compensation (US$)
|
Total (US$)
|
|
Leslie Clitheroe President, Treasurer and Director
(principal executive officer)
|
2011
|
0
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0
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0
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0
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0
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0
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·
|
each person known by us to beneficially own more than 5.0% of our common stock;
each of our directors;
|
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·
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each of the named executive officers; and
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·
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all of our directors and executive officers as a group
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Name and Address
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Number of
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Percentage of
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Beneficial Owner [1]
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Shares Owned
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Ownership
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Leslie Clitheroe
Tewkesbury Close
Poynton, Cheshire SK11QJ
United Kingdom
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3,000,000
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33.33%
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Christopher Clitheroe
33 Turnberry Drive
Wilmslow, Cheshire SK92QW
United Kingdom
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500,000
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6.00%
|
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Period from February 23, 2010 (Inception) to October 31, 2010
|
Year Ended October 31, 2011
|
|||||||
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Audit Fees (1)
|
$ | 0 | $ | 10,000 | ||||
|
Audit-Related Fees (2)
|
- | - | ||||||
|
Tax Fees (3)
|
- | - | ||||||
|
All Other Fees
|
- | - | ||||||
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Total Fees
|
$ | 0 | $ | 10,000 | ||||
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(1)
|
Audit fees consisted primarily of fees for the audit of our annual financial statements and reviews of the financial statements included in our quarterly reports.
|
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(2)
|
Audit related fees consisted primarily of fees for assurance and related services reasonably related to the audit and review services described under footnote 1 above and fees for reimbursement of out-of-pocket expenses.
|
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(3)
|
Tax fees consisted primarily of fees for tax compliance, tax advice, and tax planning services.
|
|
a.
|
Documents filed as part of report:
|
|
1.
|
Financial Statements
The following financial statements are included in Item 8 herein:
Reports of Independent Registered Public Accounting Firms
Balance Sheets
Statements of Operations
Statements of Stockholders’ (Deficit) Equity
Statements of Cash Flows
Notes to Financial Statements
|
|
2.
|
Financial Statement Schedule
None
|
|
3.
|
Exhibits
See Index to Exhibits
|
|
AMERICAN STRATEGIC RESOURCES CORPORATION
|
|||
|
Date: December 14, 2011
|
By:
|
/s/ Leslie Clitheroe
|
|
|
Leslie Clitheroe
|
|||
|
President, Treasurer and Director
|
|||
|
Signature
|
Title
|
Date
|
||
|
/s/ Leslie Clitheroe
|
President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
Date: December 14, 2011
|
||
|
Leslie Clitheroe
|
||||
|
/s/ Cristopher Clitheroe
|
Secretary and Director
|
Date: December 14, 2011
|
||
|
Cristopher Clitheroe
|
|
3.1
|
Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 16, 2010).
|
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3.2
|
By-laws (Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 16, 2010).
|
|
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3.3
|
Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2011).
|
|
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3.4
|
Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2011).
|
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21.1
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List of Subsidiaries *
|
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
|
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
|
|
32.1
|
Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer *
|
|
|
*
|
Filed herein
.
|
|
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 |
|---|