Attached files
file | filename |
---|---|
EX-31.1 - EXHIBIT 31.1 - Gemco Minerals, Inc. | gemco_10q-ex31x1.htm |
EX-31.2 - EXHIBIT 31.2 - Gemco Minerals, Inc. | gemco_10q-ex31x2.htm |
EX-32.1 - EXHIBIT 32.1 - Gemco Minerals, Inc. | gemco_10q-ex32x1.htm |
EX-32.2 - EXHIBIT 32.2 - Gemco Minerals, Inc. | gemco_10q-ex32x2.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-Q
(Mark
One)
x QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For
the period ended August 31, 2009
o TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For the
transition period from______ to _______
Commission
File Number 000-51523
GEMCO
MINERALS INC.
(Exact
name of registrant as specified in its charter)
Florida | 98-0582366 |
(State or other jurisdiction of incorporation or organization) | IRS Employer Identification No.) |
#203 –
20189 56th Avenue, Langley, British
Columbia, Canada, V3A 3Y6
(Address
of principal executive offices) (Zip Code)
866-848-2940
(Registrant's
telephone number, including area code)
______________________
(Former
name, former address and former fiscal year,
if
changed since last report)
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 o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated
filer, or a non-accelerated filer. See definition of "accelerated
filer and
large accelerated filer" in Rule 12b-2 of the Exchange Act:
Large
Accelerated Filer o Accelerated
Filer o
Non-accelerated
Filer o Smaller
reporting
company
x
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule
12b-2 of the Exchange Act):
Yes o No
x
The
number of shares of the registrant's Common Stock, $0.001 par value, outstanding
as of
October 15, 2009 was 29,455,839 shares.
C O N T E
N T S
Part
I. FINANCIAL INFORMATION
|
Page
|
|
Item
1. Financial Statements
|
F1-F15
|
|
Item
2. Management's Discussion and Analysis or Plan of
Operation
|
2
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
9
|
|
Item
4. Controls and Procedures
|
9
|
|
Part
II. OTHER INFORMATION
|
|
|
Item
1. Legal Proceedings
|
11
|
|
Item
2. Sales of Unregistered
|
12
|
|
Item
3. Defaults Upon Senior Securities
|
12
|
|
Item
4. Submission of Matters to a Vote of Security
Holders
|
12
|
|
Item
5. Other Information
|
12
|
|
Item
6. Exhibits
|
12
|
|
SIGNATURES
|
13
|
Item
1. Financial Statements.
GEMCO
MINERALS INC.
|
|||||||||
(An
Exploration Stage Company)
|
|||||||||
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||||
(Expressed
in U.S. dollars)
|
|||||||||
(unaudited)
|
|||||||||
August
31
|
May
31,
|
||||||||
2009
|
2009
|
||||||||
(Restated
-
|
|||||||||
Assets
|
Note
10)
|
||||||||
Current:
|
|||||||||
|
Cash
|
$ | 69,887 | $ | 903 | ||||
|
Deposits
(Note 3)
|
44,970 | - | ||||||
|
Note
receivable (Note 4)
|
5,449 | 5,449 | ||||||
Total
Current Assets
|
120,306 | 6,352 | |||||||
Other
Assets:
|
|||||||||
Investments
(Note 5)
|
20,805 | - | |||||||
Total
Other Assets
|
20,805 | - | |||||||
Total
Assets
|
$ | 141,111 | $ | 6,352 | |||||
Liabilities
|
|||||||||
Current:
|
|||||||||
Accounts
payable
|
$ | 42,380 | $ | 42,316 | |||||
Due
to related parties (Note 6(a))
|
34,355 | 35,254 | |||||||
Due
to shareholders (Note 6(b))
|
33,474 | 33,474 | |||||||
Notes
payable - related parties (Note 7)
|
476,636 | 441,796 | |||||||
Notes
payable (Note 8 (a))
|
269,431 | 299,585 | |||||||
Total
Current Liabilities
|
856,275 | 852,426 | |||||||
Long
Term:
|
|||||||||
Convertible
note payable (Note 8(b))
|
224,854 | - | |||||||
Long
Term Liabilities
|
224,854 | - | |||||||
Total
Liabilities
|
1,081,129 | 852,426 | |||||||
Stockholders'
Deficit
|
|||||||||
Common
Stock
|
|||||||||
Authorized
-
|
|||||||||
50,000,000 Common shares with par value of $0.001
|
|||||||||
Issued and Outstanding -
|
|||||||||
29,455,839
and 25,630,839 shares, respectively
|
29,456 | 25,631 | |||||||
Additional
paid-in capital
|
2,430,853 | 2,404,178 | |||||||
Other
accumulated comprehensive loss
|
(93,614 | ) | (94,216 | ) | |||||
Deficit,
accumulated during the exploration stage
|
(3,306,713 | ) | (3,181,666 | ) | |||||
Total
Stockholders' Deficit
|
(940,018 | ) | (846,074 | ) | |||||
Total
Liabilities and Stockholders' Deficit
|
$ | 141,111 | $ | 6,352 |
(The
Accompanying Notes are an Integral part of the Financial
Statements)
F-1
GEMCO
MINERALS INC.
|
||||||||||||
(An
Exploration Stage Company)
|
||||||||||||
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||
(Expressed
in U.S. dollars)
|
Period
from
|
|||||||||||
(unaudited)
|
August
21, 1997
|
|||||||||||
Three
Months
|
Three
Months
|
(date
of inception)
|
||||||||||
Ended
|
Ended
|
through
|
||||||||||
August
31
|
August
31
|
August
31
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
(Restated)
|
||||||||||||
Note
10)
|
||||||||||||
Revenue
|
$ | - | - | 61,770 | ||||||||
Operating
Expenses
|
||||||||||||
Depreciation | - | 2,184 | 254,547 | |||||||||
General and administrative | 91,362 | 75,776 | 2,222,207 | |||||||||
Total
operating expenses
|
91,363 | 77,960 | 2,476,754 | |||||||||
Loss
before Other Items
|
(91,363 | ) | (77,960 | ) | (2,414,984 | ) | ||||||
Other
Income (Expenses)
|
||||||||||||
Interest
and bank charges
|
(32,004 | ) | (15,379 | ) | (688,895 | ) | ||||||
Loss
on disposal of assets
|
- | - | (46,553 | ) | ||||||||
Interest
on investment
|
12,191 | - | 99,095 | |||||||||
Writedown
of investment and investment interest
|
(13,871 | ) | - | (338,744 | ) | |||||||
Writedown
of mineral claims
|
- | - | (99,274 | ) | ||||||||
Writedown
of equipment
|
- | - | (184,723 | ) | ||||||||
Writedown
of liabilities
|
- | - | 365,753 | |||||||||
Loss
on disposal of shares
|
- | - | (1,685 | ) | ||||||||
Total
other income (expense)
|
(33,684 | ) | (15,379 | ) | (895,025 | ) | ||||||
Loss
before Minority Interest and Income Taxes
|
$ | (125,047 | ) | $ | (93,339 | ) | $ | (3,310,009 | ) | |||
Minority
interest
|
- | - | 3,296 | |||||||||
Provision
for income taxes
|
- | - | - | |||||||||
Net
Loss for the period
|
$ | (125,047 | ) | $ | (93,339 | ) | $ | (3,306,713 | ) | |||
Other
comprehensive income (loss)
|
||||||||||||
Foreign
currency adjustment
|
602 | 13,989 | (93,614 | ) | ||||||||
Comprehensive
income (loss)
|
$ | (124,445 | ) | $ | (79,350 | ) | $ | (3,400,327 | ) | |||
Net
loss per share -
|
||||||||||||
Basic
and fully diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted-average
number of shares
|
27,502,578 | 23,026,800 |
(The
Accompanying Notes are an Integral part of the Financial
Statements)
F-2
GEMCO
MINERALS INC.
|
||||||||||||
(An
Exploration Stage Company)
|
||||||||||||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
(Expressed
in U.S. dollars)
|
Period
from
|
|||||||||||
(unaudited)
|
August
21, 1997
|
|||||||||||
Three
Months
|
Three
Months
|
(date
of inception)
|
||||||||||
Ended
|
Ended
|
through
|
||||||||||
August
31
|
August
31
|
August
31
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
(Restated)
|
||||||||||||
Note
10)
|
||||||||||||
Operating
Activities
|
||||||||||||
Net loss for the period | $ | (125,047 | ) | $ | (93,339 | ) | $ | (3,306,713 | ) | |||
Adjustments to reconcile net loss to net cash used in | ||||||||||||
operating and financing activities: | ||||||||||||
Depreciation | - | 2,184 | 254,547 | |||||||||
Shares issued for services | 5,000 | 39,750 | 478,960 | |||||||||
Shares issued for debt consideration | 17,500 | - | 22,500 | |||||||||
Loss on disposal of assets | - | - | 1,816 | |||||||||
Writedown and loss on investments | 1,680 | - | 276,680 | |||||||||
Writedown of mineral claims | - | - | 163,667 | |||||||||
Writedown of equipment | - | - | 153,036 | |||||||||
Writedown of liabilities | - | - | (365,753 | ) | ||||||||
Changes
in operating assets and liabilities
|
||||||||||||
Deposits | (44,970 | ) | - | (50,419 | ) | |||||||
Accounts payable and accrued liabilities | 64 | (1,860 | ) | 292,759 | ||||||||
Due to related parties | 22,603 | 46,370 | 306,772 | |||||||||
Net
cash provided by (used in) operating activities
|
(123,171 | ) | (6,897 | ) | (1,772,148 | ) | ||||||
Investing
Activities
|
||||||||||||
Investments disposition/(acquisition)
|
(22,485 | ) | - | (71,379 | ) | |||||||
Equipment disposition/(acquisition)
|
- | - | (423,082 | ) | ||||||||
Mineral claims disposition/(acquisition)
|
- | - | (88,476 | ) | ||||||||
Net
cash provided by (used in) investing activities
|
(22,485 | ) | - | (582,937 | ) | |||||||
Financing
Activities
|
||||||||||||
Notes
Payable
|
194,700 | (8,020 | ) | 2,172,168 | ||||||||
Advances from related parties
|
19,337 | - | 47,367 | |||||||||
Advances from shareholders
|
- | - | 134,051 | |||||||||
Proceeds from share subscriptions
|
- | - | 165,000 | |||||||||
Net
cash provided by (used in) investing activities
|
214,037 | (8,019 | ) | 2,518,586 | ||||||||
Foreign
exchange included in other comprehensive loss
|
602 | 13,989 | (93,614 | ) | ||||||||
Net
Increase (Decrease) in Cash
|
68,984 | (927 | ) | 69,887 | ||||||||
Cash,
beginning
|
903 | 3,277 | - | |||||||||
Cash,
ending
|
$ | 69,887 | $ | 2,350 | $ | 69,887 | ||||||
Supplemental
Disclosures
|
||||||||||||
Interest
paid
|
$ | 7,172 | $ | 15,379 | $ | 688,895 | ||||||
Non-Cash
transactions:
|
||||||||||||
Shares issued for services
|
$ | 5,000 | $ | 39,750 | $ | 478,960 | ||||||
Shares issued for settlement of debt
|
$ | 8,000 | $ | - | $ | 1,473,849 | ||||||
Shares issued for debt consideration
|
$ | 17,500 | $ | - | $ | 22,500 | ||||||
Shares issued for investment
|
$ | - | $ | - | $ | 275,000 | ||||||
Shares issued to acquire asset
|
$ | - | $ | - | $ | 15,000 |
(The
Accompanying Notes are an Integral part of the Financial
Statements)
F-3
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
1.
|
Exploration
Stage Company
|
Gemco
Minerals Inc. (the “Company”) was incorporated in the State of Florida on August
21, 1997 and is an Exploration Stage Company, as defined by Statement of
Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by
Development Stage Enterprises”. The Company’s principal business is the
acquisition and exploration of mineral resources. The Company has not presently
determined whether its properties contain mineral reserves that are economically
recoverable.
These
condensed consolidated financial statements have been prepared on a going
concern basis, which implies the Company will continue to realize its assets and
discharge its liabilities in the normal course of business. The Company has
generated minimal revenues since inception and has never paid any dividends and
is unlikely to pay dividends or generate earnings in the immediate or
foreseeable future. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of the Company to obtain necessary equity financing to continue
operations and to determine the existence, discovery and successful exploitation
of economically recoverable reserves in its resource properties, confirmation of
the Company’s interests in the underlying properties, and the attainment of
profitable operations. As at August 31, 2009, the Company has a working capital
deficit of $735,970 and has accumulated losses of $3,306,713 since
inception. These factors raise substantial doubt regarding the
Company’s ability to continue as a going concern. These condensed
consolidated financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.
2.
|
Summary
of Significant Accounting Policies
|
a)
|
Basis
of Presentation and Consolidation
|
These
condensed consolidated financial statements and related notes are presented in
accordance with accounting principles generally accepted in the United States,
and are expressed in US dollars. These condensed consolidated financial
statements include the accounts of the Company, its wholly owned subsidiary,
Firstline Recovery Systems Inc. (“Firstline”), a company incorporated in the
Province of British Columbia, Canada, on June 1, 1998 and its subsidiary EKG
Minerals Inc. (“EKG”) a company incorporated in the Province of British
Columbia, Canada, on October 8, 2004. All intercompany transactions and balances
have been eliminated. The Company’s fiscal year end is May 31.
b)
|
Basis
of Presentation
|
In the
opinion of management, the accompanying balance sheets and related interim
statements of income, cash flows, and stockholders' equity include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with accounting principles generally accepted in the
United States of America ("U.S. GAAP"). Preparing financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. Actual results and outcomes may
differ from management's estimates and assumptions.
Interim
results are not necessarily indicative of results for a full year. The
information included in this Form l0-Q should be read in conjunction with
information included in the Form I0-K.
F-4
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
2.
|
Summary
of Significant Accounting Principles
(continued)
|
c)
|
Use
of Estimates
|
The
preparation of these condensed consolidated 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 and disclosure of contingent assets and liabilities at the date of
the condensed consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. The Company regularly
evaluates estimates and assumptions related to donated expenses, and deferred
income tax asset valuations. The Company bases its estimates and assumptions on
current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and
adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected.
d)
|
Cash
and Cash Equivalents
|
The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.
e)
|
Basic
and Diluted Net Income (Loss) Per
Share
|
The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share"
(SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period including stock options, using the treasury stock method, and
convertible preferred stock, using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is
anti-dilutive.
f)
|
Financial
Instruments
|
The fair
values of cash, investments, accounts payable, accrued liabilities, amounts due
to shareholders and amounts due to related parties, approximate their carrying
values due to the immediate or short-term maturity of these financial
instruments. Foreign currency transactions are primarily undertaken
in Canadian dollars. The financial risk is the risk to the Company’s
operations that arise from fluctuations in foreign exchange rates and the degree
of volatility to these rates. Currently, the Company does not use
derivative instruments to reduce its exposure to foreign currency
risk.
g)
|
Foreign
Currency Transactions/Balances
|
The
Company’s functional currency is the United States dollar. The condensed
consolidated financial statements of the Company are translated to United States
dollars in accordance with SFAS No. 52 “Foreign Currency Translation”
(“SFAS No. 52). Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the balance
sheet date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination
of income. Foreign currency transactions are primarily undertaken in Canadian
dollars. The Company has not, to the date of these condensed consolidated
financials statements, entered into derivative instruments to offset the impact
of foreign currency fluctuations.
The
functional currency of the wholly owned subsidiary is the Canadian dollar. The
financial statements of the subsidiary are translated to United States dollars
in accordance with SFAS No. 52 using period-end rates of exchange for assets and
liabilities, and average rates of exchange for the year for revenues and
expenses. Translation gains (losses) are recorded in accumulated other
comprehensive income (loss) as a component of stockholders’ equity. Foreign
currency transaction gains and losses are included in current
operations.
F-5
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
2.
|
Summary
of Significant Accounting Principles
(continued)
|
h)
|
Mineral
Property Costs
|
The
Company is primarily engaged in the acquisition, exploration and development of
mineral properties.
Mineral
property acquisition costs are capitalized in accordance with EITF 04-2 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 valued at market at the time the shares are due. Mineral
property exploration costs are expensed as incurred.
When
mineral properties are acquired under option agreements with future acquisition
payments to be made at the sole discretion of the Company, those future
payments, whether in cash or shares, are recorded only when the Company has made
or is obliged to make the payment or issue the shares. Because option
payments do not meet the definition of tangible property under EITF 04-2, all
option payments are expensed as incurred.
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.
i) Long-Lived
Assets
In
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets”, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable. Circumstances which could trigger a
review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life.
Recoverability
is assessed based on the carrying amount of the asset and its fair value which
is generally determined based on the sum of the undiscounted cash flows expected
to result from the use and the eventual disposal of the asset, as well as
specific appraisal in certain instances. An impairment loss is recognized when
the carrying amount is not recoverable and exceeds fair value.
j) Comprehensive
Loss
SFAS No.
130, “Reporting Comprehensive
Income” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. As at August
31, 2009, the Company’s accumulated comprehensive loss was $93,614.
F-6
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
2.
|
Summary
of Significant Accounting Principles
(continued)
|
k) Income
Taxes
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes”
as of its inception. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential benefit
of net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.
l)
|
Stock-based
Compensation
|
Prior to
January 1, 2006, the Company accounted for stock-based awards under the
recognition and measurement provisions of Accounting Principles Board Opinion
No. 25, “Accounting for Stock
Issued to Employees” using the intrinsic value method of accounting,
under which compensation expense was only recognized if the exercise price of
the Company’s employee stock options was less than the market price of the
underlying common stock on the date of grant. Effective January 1, 2006, the
Company adopted the fair value recognition provisions of SFAS No. 123R “Share Based Payments”, using
the modified retrospective transition method. The Company has not issued any
stock options or share based payments since its inception. Accordingly, there
was no effect on the Company’s reported loss from operations, cash flows or loss
per share as a result of adopting SFAS No 123R.
m)
|
Recent
Accounting Pronouncements
|
June
2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). The provisions of
SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140,
eliminate the exemption from consolidation for qualifying special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity’s first fiscal year
that begins after November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No.
46(R) (“SFAS 167”). SFAS 167 amends the consolidation guidance applicable to
variable interest entities. The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R). SFAS 167 is
effective as of the beginning of the first fiscal year that begins after
November 15, 2009. SFAS 167 will be effective for the Company beginning in 2010.
The Company does not expect the provisions of SFAS 167 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification
and the Hierarchy of Generally Accepted Accounting Principles – a replacement of
FASB Statement No. 162” (“SFAS No. 168”). Under SFAS No. 168 the “FASB
Accounting Standards Codification” (“Codification”) will become the source of
authoritative U. S. GAAP to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal securities laws are also
sources of authoritative GAAP for SEC registrants. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. On the effective date, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company’s interim quarterly period beginning July 1, 2009. The Company does not
expect the adoption of SFAS No. 168 to have an impact on the financial
statements.
F-7
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
2.
|
Summary
of Significant Accounting Principles
(continued)
|
m) Recent
Accounting Pronouncements (continued)
In June
2009, the Securities and Exchange Commission’s Office of the Chief Accountant
and Division of Corporation Finance announced the release of Staff Accounting
Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds
portions of the interpretive guidance included in the Staff Accounting Bulletin
Series in order to make the relevant interpretive guidance consistent with
current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April
2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about
Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107,
Disclosures about Fair Value of Financial Instruments, to require disclosures
about fair value of financial instruments for interim reporting periods of
publicly traded companies as well as in annual financial statements. This FSP
also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods.
This FSP shall be effective for interim reporting periods ending after June 15,
2009. The Company does not have any fair value of financial instruments to
disclose.
In April
2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
In April
2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies, to
address some of the application issues under SFAS 141(R). The FSP deals with the
initial recognition and measurement of an asset acquired or a liability assumed
in a business combination that arises from a contingency provided the asset or
liability’s fair value on the date of acquisition can be determined. When the
fair value can-not be determined, the FSP requires using the guidance under SFAS
No. 5, Accounting for Contingencies, and FASB Interpretation (FIN) No. 14,
Reasonable Estimation of the Amount of a Loss. This FSP was effective for assets
or liabilities arising from contingencies in business combinations for which the
acquisition date is on or after January 1, 2009. The adoption of this FSP has
not had a material impact on our financial position, results of operations, or
cash flows during the six months ended June 30, 2009.
In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending
after June 15, 2009. The Company does not expect the adoption of FSP
FAS 157-4 will have a material impact on its financial condition or results of
operation.
In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
F-8
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
2.
|
Summary
of Significant Accounting Principles (continued)
|
m) Recent
Accounting Pronouncements (continued)
In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP
effective January 1, 2009. The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,” and FASB Interpretation 46 (revised December 2003),
“Consolidation of Variable Interest Entities − an
interpretation of ARB No. 51,” as well as other
modifications. While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements. The changes would be effective March
1, 2010, on a prospective basis.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our condensed consolidated financial position and results of
operations if adopted.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
F-9
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
2.
|
Summary
of Significant Accounting Principles
(continued)
|
m)
|
Recent
Accounting Pronouncements
(continued)
|
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its condensed consolidated financial position, results of
operations or cash flows.
In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies.
Therefore,
the staff stated in SAB 107 that it would not expect a company to use the
simplified method for share option grants after December 31, 2007. The staff
understands that such detailed information about employee exercise behavior may
not be widely available by December 31, 2007. Accordingly, the staff will
continue to accept, under certain circumstances, the use of the simplified
method beyond December 31, 2007. The Company currently uses the simplified
method for “plain vanilla” share options and warrants, and will assess the
impact of SAB 110 for fiscal year 2009. It is not believed that this will have
an impact on the Company’s condensed consolidated financial position, results of
operations or cash flows.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the condensed consolidated entity that should be reported
as equity in the condensed consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the condensed consolidated statement of
financial position as liabilities or in the mezzanine section between
liabilities and equity. This statement improves comparability by eliminating
that diversity. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008 (that
is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is
prohibited. The effective date of this statement is the same as that of the
related Statement 141 (revised 2007). The Company will adopt this Statement
beginning March 1, 2009. It is not believed that this will have an impact on the
Company’s condensed consolidated financial position, results of operations or
cash flows.
In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in
Statement 141. This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s condensed consolidated financial position, results of
operations or cash flows.
F-10
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
2. Summary
of Significant Accounting Principles (continued)
m)
|
Recent
Accounting Pronouncements
(continued)
|
In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will
adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its condensed
consolidated financial statements.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company’s
condensed consolidated financial position, results of operations or cash
flows.
m)
|
Reclassifications
|
Certain
reclassifications have been made to the prior year’s condensed consolidated
financial statements to conform to the current period’s
presentation.
F-11
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
3.
|
Deposits
|
On August 4, 2009, the Company entered
into an equipment sales agreement with Tash Industrial Design Inc., whereby Tash
has designed, and is manufacturing a sand drying/screening plant for the purpose
of processing minerals suitable for use as a sand blasting medium. As at August
31, 2009, the Company has made a deposit of $44,970 ($50,000CDN) on the
contract. The machine is planned for delivery and installment in Sacramento late
November 2009, pending further payments made to Tash pursuant to the agreement,
including a balance of $125,000CDN prior to shipment and $25,000CDN after plant
start-up.
4.
|
Note
receivable
|
At May
31, 2009 the Company had a promissory note due to a non-related party with a
principal balance of $5,449 ($6,500CDN), in relation to a reclamation deposit
for its mineral exploration permit with the province of British Columbia for the
Burns Mountain property. The note is unsecured, earning 0% interest and due May
4, 2010. At May 31, 2009, the imputed interest for this note receivable was
computed to be $32 using an interest rate of 0.60%, however, management has not
recorded the discount to the note receivable due to immateriality.
5.
|
Investments
|
|
(a)
|
On
February 3, 2008, the Company accepted consideration in the form of a
mortgage on industrial property, for the subscription of 750,000 shares at
$0.37 per share, for a total value of $275,000. The mortgage is
registered at $300,000, and carries an interest rate of 16% compounded
monthly. The mortgage is a third mortgage against the property known as
2939 Shuswap Road, Kamloops, BC, Canada, and owned by Akal Forest Products
Ltd. (Inc. No. BC0552200) and legally described as Lot C, DL 282, Kamloops
Div., Yale District, Plan 37425 (PID No. 005-311-853).The Company’s
intention is to liquidate the mortgage at the earliest reasonable
opportunity to fund the Company. The mortgage has generated $78,246 in
interest since inception of the mortgage ($13,871 during the three months
ended August 31, 2009), which the Company has impaired in the financial
statements until realization upon liquidation of the mortgage. The
mortgage was due on demand as of February 5, 2009, and is now in default,
however the Company continues to pursue all avenues available to liquidate
the asset. At the year ended May 31, 2009, the Company evaluated the
carrying value of the mortgage investment, considering current market and
other conditions, and recorded an impairment charge of $275,000. The
mortgage investment is carried at a value of $Nil as at August 31,
2009.
|
|
(b)
|
On
July 31, 2009, the Company invested $22,485 ($25,000CDN) in a brokerage
account with Forex Capital Markets for currency trading. As at August 31,
2009, the value of the investment account was $20,805, and the Company
recorded a loss on investment of
$1,680.
|
6.
|
Related
Party Transactions
|
(a)
|
As
at August 31, 2009, the Company owed $34,355 to various management and
directors for funding of working capital. The amounts are unsecured,
non-interest bearing, and due on
demand.
|
(b)
|
As
at August 31, 2009, the Company owed $33,474 to various shareholders of
the Company for funding of working capital. The amounts are unsecured,
non-interest bearing, and due on
demand.
|
(c)
|
See
Note 7 and Note 9.
|
F-12
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
7.
|
Notes
Payable – Related Parties
|
|
(a)
|
On
January 15, 2007, the Company issued a promissory note to a director of
the Company for proceeds of $88,961 (CDN$99,636). The note is unsecured,
due interest of 12% per annum, and due on demand. On January 26, 2007,
$44,643 (CDN$50,000) was converted into common shares of the Company at
$0.25 per share, and on January 31, 2008 $30,000 (CDN$30,000) was also
converted into common shares of the Company at $0.20 per
share. During the twelve months ended May 31, 2008 and May 31,
2009, the principal balance of the note increased by $8,883 and $36,233
respectively. During the three months ended August 31, 2009, the principal
balance of the note increased by $7,061, comprised of $1,939 in net draw
downs from the Company and $9,000 in management fees
accrued. During the period between January 16, 2007 to August
31, 2009, the principal balance of the note has increased by
$34,108. At August 31, 2009, the principal balance of $123,069
and accrued interest of $33,654 remained
outstanding.
|
|
(b)
|
On
January 15, 2007, the Company issued a promissory note to a principal of
the Company for proceeds of $100,833 (CDN$112,933). The note is unsecured,
due interest of 12% per annum, and due on demand. On January 26, 2007,
$44,643 (CDN$50,000) was converted into common shares of the Company at
$0.25 per share, and on January 31, 2008 $30,000 (CDN$30,000) was also
converted into common shares of the Company at $0.20 per share. During the
twelve months ended May 31, 2008 and May 31, 2009, the principal balance
of the note increased by $34,897 and $24,348 respectively. During the
three months ended August 31, 2009, the principal balance of the note
decreased by $3,587, comprised of $4,587 in net draw downs from the
Company, $9,000 in management fees accrued and $8,000 converted into
common shares of the Company at $0.04 per share on August 7,
2009. During the period between January 16, 2007 to May 31,
2009, the principal balance of the note has increased by
$54,373. At August 31, 2009, the principal balance of $155,206
and accrued interest of $49,326 remained
outstanding.
|
|
(c)
|
On
March 20, 2009, the Company issued a promissory note to a director of the
Company for proceeds of $4,610 (CDN$5,500). The note is unsecured, due
interest of 15% per annum, and due on demand. At August 31,
2009, the principal balance of $4,610 and accrued interest of $314
remained outstanding.
|
|
(d)
|
On
March 31, 2009, the Company issued a promissory note to a principal of the
Company for proceeds of $87,594 (CDN$104,500). The note is due interest of
15% per annum payable monthly, for a term of one year, and is secured by
2,000,000 common shares of the Company and the proceeds from any
liquidation of the Company’s mortgage investment. At August 31,
2009, the principal balance of $87,594 and accrued interest of $nil
remained outstanding.
|
|
(e)
|
On
June 4, 2009, the Company issued a promissory note to a director of the
Company for proceeds of $22,036 (CDN$24,500). The note is unsecured, due
interest of 15% per annum, and due on demand. At August 31,
2009, the principal balance of $22,036 and accrued interest of $826
remained outstanding.
|
8.
|
Notes
Payable
|
|
(a)
|
At
May 31, 2009 the Company had promissory notes outstanding with a principal
balance of $173,645 and accrued interest of $125,940. The notes
are unsecured, due interest ranging from 0-18% per annum, and due on
demand. During the period ended August 31, 2009, the Company paid down and
reduced notes payable in the amount of $31,310, and at August 31, 2009,
the principal balance of $142,335 and accrued interest of $127,096
remained outstanding for the non-related current notes
payable.
|
|
(b)
|
On
July 6, 2009, the Company issued a promissory note for proceeds of
$224,854 ($250,000CDN) to a non-related party. The note is due interest of
20% per annum payable monthly, for a term of two years, and is secured by
2,500,000 common shares of the Company. In conjunction with the loan, the
Company paid a 5% cash finder’s fee of $11,243, and issued an additional
1,100,000 in shares, as described in Note 9(j). The lender at any time may
convert the loan amount into the registrant's common stock at $1.00 per
share. In the event the registrant's common stock has had a market price
greater than $1.50 per share for at least ninety consecutive days, the
lender must exercise its conversion option with thirty days notice by the
registrant that the stock has had the $1.50 market price for at least
ninety days or the conversion option will automatically terminate. An
equity value of $319 was computed for the loan conversion option using the
Black and Scholes model with a 1.29% interest rate and a 135% annualized
volatility rate. Due to immaterial, the equity value of the loan
conversion option has not been recorded. At August 31, 2009,
the principal balance of $224,854 and accrued interest of $Nil remained
outstanding for the non-related long-term notes
payable.
|
F-13
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
9.
|
Common
Stock
|
(a)
|
On
August 20, 2008, the Company issued 265,000 common restricted shares to
three non-related parties for consulting services. The shares
were recorded at the deemed price of $0.15 per share for a total value of
$39,750.
|
(b)
|
On
May 26, 2009, the Company issued 250,000 common restricted shares to a
related party as part of the consideration for funds loaned to the Company
as disclosed in Note 7(d). In addition, 2,000,000 common restricted shares
were allotted to the related party as security in escrow for said loan,
and are held in trust. The security shares are to be held in trust until
the loan is paid in full, upon which they will be returned to the Company
and cancelled. The lender retains the voting rights of the security shares
while they are in escrow. The consideration shares were
recorded at the deemed price of $0.02 per share for a total value of
$5,000, and the security shares were recorded at par value of $0.001 for a
value of $2,000, which was offset in additional paid-in capital with
negative $(2000) pending any future release or cancelation. This gives a
net value of zero to these shares.
|
(c)
|
On
July 8, 2009, the Company issued 3,600,000 common shares with relation to
a promissory note for proceeds of $250,000 to a non-related party, as
described in Note 8(b). The share issuance includes the following: 250,000
shares issued to the lender as consideration for funds loaned; 250,000
shares issued as a finder’s fee to a non-related party for attainment of
the funds (the consideration and finder’s fee shares were recorded at the
deemed price of $0.02 per share for a total value of $10,000); 600,000
shares issued to two related parties, in the amount of 300,000 shares each
for their personal guarantees to the lender (the guarantee shares were
recorded at the deemed price of $0.02 per share for a total value of
$12,000); as security for the loan, the Company issued 2,500,000 shares of
common stock registered to the Lender and delivered the shares to an
escrow agent. The escrow agent shall return the shares to the Company upon
repayment or deliver the shares to the lender in the event of default by
the registrant or the loan guarantors. The Company retains the voting
rights of the security shares so long as they are in escrow. (the security
shares were recorded at par value of $0.001 for a value of $2,500, which
was offset in additional paid-in capital with negative $2,500 pending any
future release or cancelation. This gives a net value of zero to the
security shares).
|
(d)
|
On
August 7, 2009, the Company issued 25,000 common shares to a director of
the Company as consideration for $22,036 (CDN$24,500) funds loaned in the
form of a promissory note as described in Note 7(e). The shares were
recorded at the market price of $0.02 per share for a value of
$500.
|
(e)
|
On
August 7, 2009, the Company issued 200,000 shares to a principal of the
Company for conversion of a portion of their promissory note in the amount
of $8,000 at $0.04 per share, as described in Note
7(b).
|
F-14
GEMCO
MINERALS INC.
(An
Exploration Stage Company)
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the
Three Months ended August 31, 2009
(Expressed
in U.S. dollars)
(unaudited)
10.
|
Restated
Financial Statements
|
(a)
|
The
Company has restated its financial statements for the year ended May 31,
2009, in conjunction with the PCAOB revocation of the registration of its
prior auditor. The Company had its financials re-audited, during which it
re-evaluated its impairment assessment of its investment, mineral claims
and equipment assets in concurrence with its new audit firm. As a result,
the Company determined that the investment should be written down further
than the original impairment, to an impaired value of $nil, resulting in
an additional impairment charge of $75,000. Management also
determined that the equipment was obsolete with no future economic benefit
to the Company, and impaired it for the net book value of $41,295, and
that its mineral claims required impairment and were written down in the
amount of $99,273. Correspondingly, in the Statement of Operations,
writedown expenses were recorded for the investment, equipment and mineral
claims impairments totaling $215,568. On review with the
auditors it was also determined not to writedown the liabilities for
statute barred notes payable at this time, and they were reinstated in the
amount of $47,822. Minor adjustments resulted from the above
adjustments, which netted $851 to comprehensive loss in the Statement of
Cashflows. The above adjustments concurrently affected balances
from the date of inception August 21, 1997 through to May 31, 2009 by the
same amounts as denoted in the table below. The following is a comparison
of the summarized financial statements of the Company before and after the
restatement:
|
Year
Ended May 31, 2009
|
From
Inception to May 31, 2009
|
|
||||||||||||||||||||||
Original
|
Restated
|
Change
|
Original
|
Restated
|
Change
|
|||||||||||||||||||
Total
Assets
|
$ | 221,920 | $ | 6,352 | $ | (215,568 | ) | |||||||||||||||||
Total
Liabilities
|
804,603 | 852,426 | 47,822 | |||||||||||||||||||||
Retained
Earnings
|
(2,919,126 | ) | (3,181,666 | ) | (262,540 | ) | ||||||||||||||||||
Total
Liablities and Shareholder's Deficit
|
$ | 221,920 | $ | 6,352 | (215,568 | ) | ||||||||||||||||||
Loss
from Operations
|
$ | (225,516 | ) | $ | (225,516 | ) | $ | - | $ | (2,323,622 | ) | $ | (2,323,622 | ) | $ | - | ||||||||
Total
Other Income (Expense)
|
(234,947 | ) | (497,487 | ) | (262,540 | ) | (595,504 | ) | (858,044 | ) | (262,540 | ) | ||||||||||||
Net
Loss
|
$ | (460,463 | ) | $ | (723,003 | ) | $ | (262,540 | ) | $ | (2,919,126 | ) | $ | (3,181,666 | ) | $ | (262,540 | ) | ||||||
Net
Loss per Share
|
$ | (0.02 | ) | $ | (0.02 | ) | $ | - | ||||||||||||||||
Operating
Activities
|
$ | (171,506 | ) | $ | (171,506 | ) | $ | - | $ | (1,648,977 | ) | $ | (1,648,977 | ) | $ | - | ||||||||
Investing
Activities
|
11,705 | 9,889 | (1,816 | ) | (558,636 | ) | (560,452 | ) | (1,816 | ) | ||||||||||||||
Financing
Activities
|
131,881 | 134,548 | 2,667 | 2,301,882 | 2,304,549 | 2,667 | ||||||||||||||||||
Comprehensive
Loss
|
25,547 | 24,696 | (851 | ) | (93,365 | ) | (94,216 | ) | (851 | ) | ||||||||||||||
Cash
Ending
|
$ | 903 | $ | 903 | $ | - | $ | 903 | $ | 903 | $ | - |
F-15
Item
2. Management's Discussion and Analysis or Plan of
Operation.
Overview
The
following discussion and analysis of the operations, results, and financial
position of Gemco Minerals Inc. (“Gemco”,“We” or the “Company”), for the three
months ended August 31, 2009 should be read in conjunction with the August 31,
2009 Consolidated Financial Statements and the related Notes. These documents
are available at www.sedar.com. The Company is traded on the Nasdaq OTC Exchange
under the symbol GMML. The effective date of this report is October 14,
2009.
Corporate
Organization
The
Company was incorporated in the State of Florida on August 21, 1997 under the
name of Project I Corp. On October 18, 2001 the Company changed its
name to Firstline Environmental Solutions Inc. and traded under the symbol
FEMS. On July 18, 2002 Firstline Environmental Solutions Inc.,
conducted a reverse takeover with Firstline Recovery Systems Inc., which is now
a wholly owned subsidiary of the Company. On March 24, 2006, the
Company changed its name to Gemco Minerals, Inc. and in accordance with the name
change, the Company's common stock has assigned 368634 10 1 as its new Cusip
Number and effective April 10, 2006, the Company's trading symbol was changed to
GMML. Our statutory registered agent's office is located at #210 -
7695 SW - 104 Street, Miami, FL 33156 and our business office is located at #203
– 20189 56th Ave,
Langley, BC, V3A 3Y6. Our telephone number is 866-848-2940.
Our
Current Business
Mining –
Precious Metals
We are
engaged in the acquisition and exploration of mineral properties in the Province
of British Columbia. Our primary focus is the exploration of our
Burns Group Property, located 45 miles east of Quesnel, British
Columbia. Our plan of operations is to carry out mineral exploration
activities at the Burns Group property as advised by a combination of
professional recommendations located in historical documents as well as recent
recommendations made in Gemco Minerals Inc. most recently published NI43-101
technical report for the property dated December 15, 2007.
We are an
exploration stage company and all of our properties are presently in the
exploration stage. To date, we do not have any commercially viable
reserves on any of our properties. There is no assurance that a
commercially viable mineral deposit exists on any of our mineral
properties.
Further
exploration will be required before a final evaluation as to the economic and
legal feasibility of mining of any of our properties is
determined. There is no assurance that further exploration will
result in a final evaluation that a commercially viable mineral deposit exists
on any of our mineral properties.
2
Burns
Group
We
continue to expand our Burns Group property by acquiring strategically located
mineral claims adjacent to our existing property. The most recent
acquisition occurred in May and June 2006 when Gemco acquired an additional
2,792 acres (1,129 hectares) of mineral tenure to bring the Burns Group property
to a total of 12,685 contiguous acres (5,134 hectares).
The
Company first commenced its work program on the Burns Group property in June
2006. Trenching, geochemistry and SP geophysical surveys were
conducted over soil anomalies near Oregon Gulch. Dip needle and SP
geophysical surveys combined with general reconnaissance exploration in the
vicinity of the Perkins Showing and Perkins Gulch were also
reported. Assessment reports for the 2006 season were submitted to
the Ministry of Energy, Mines and Petroleum Resources by Angelique Justason and
Brad Davies.
Robert
“Ned” Reid, PGeo, and Angelique Justason published Gemco Minerals Inc. NI43-101
technical report titled “Summary of Mineral Exploration Activities at the Mount
Burns Claim Group” dated December 15, 2007. On the recommendations of
the NI43-101 technical report, Gemco will be conducting a trenching program to
define previously outlined geochemical and geophysical anomalies at the Foster’s
East and Mount Burns grids. Advanced exploration activities, such as
drilling, are also planned for the near future while reconnaissance work
continues peripheral to the known showings.
In the
2007 and 2008 seasons, Gemco contracted Tenorex GeoServices to begin the
expansion of the Burns Grid adjacent several surface workings and the historical
Perkins showing where, in 1902, 10 tonnes of rock was processed and produced 311
grams gold as described in Gemco’s NI43-101 report published in December
2007. 2.4 line kilometers (Lkm) of self-potential geophysical surveys
were conducted over a portion of the 9.0 Lkm of new grid (south of the 2002
grid) in an effort to locate an extension of the known mineralization: an
assessment report outlining the findings and subsequent recommendations was
submitted to the Ministry of Energy, Mines and Petroleum Resources.
In March
2009, Tenorex GeoServices also conducted a reconnaissance beep mat geophysical
survey on over 50 line kilometers of snow packed trails across the
property. Prospective conductive targets were mapped and a
preliminary technical report is currently being compiled and will be submitted
to the Ministry of Energy, Mines and Petroleum Resources.
An
internal report was also made by Tenorex GeoServices summarizing the
professional recommendations of various geologists working on the property from
2000 through to 2007 in an effort to define a strategic and focused field
program for the Burns Group Gold Property. With this report and the
recommendations presented within the NI43-101 technical report an aggressive and
detailed exploration program was outlined, and includes the
following:
·
|
Continue
expansion of the geo-grid on Mount
Burns
|
·
|
Establish
survey control on the property
|
·
|
Trail
upgrade and maintenance program
|
·
|
Detailed
geologic mapping
|
·
|
50
line kilometers of self-potential geophysical
surveying
|
·
|
Beep
mat reconnaissance surveys of key areas at previously defined airborne
geophysical anomalies in addition to surveying all roads and
trails
|
·
|
Follow
up on geophysical surveys with trenching and channel sampling
projects
|
·
|
Conduct
a surface diamond drill hole program in key target
areas
|
·
|
Expand
grassroots prospecting to the more remote perimeter of the
property
|
·
|
Compile
all historical and current exploration / mining data into an online
interactive map-server application for use by company geologists and the
public
|
3
Detailed
research and the compilation of archived historical reports and maps are also
ongoing. The research continues to significantly advance the
knowledge and value of the Burns Group gold/silver property.
On May
15, 2009, the Company received its permit MX 11-143 approval #09-1101731-0515 to
carry out the above noted exploration activities on the Burns property Fosters
east grid adjacent to the Oregon Gultch to extend the grid, with 400m trenching,
SP geophysics, advanced geological surveying and mapping and geochem for
additional lab analysis. The Company’s annual assessment fees for the 5,134
hectare Burns property are $8 per hectare per annum. Gemco has always performed
work programs in excess of the annual $41,072, as summarized above and in detail
in its 43-101 technical report. All of Gemco’s mineral tenures with the British
Columbia Mineral Titles Branch are in status of good standing.
Placer
Leases
Gemco
also has 100% interest in two placer properties in the Cariboo region: namely
the Hawk LPM (lease of placer minerals) located four kilometers from Barkerville
and the Joytown LPM which is located near the headwaters of Cunningham
Creek. The Company has not carried out nor planned any exploration
work on these properties and they were written down to $Nil value at May 31,
2009.
Mexico
Placer Property
In May
2006, Gemco entered into a 50/50 joint venture partnership with Mexican
registered Canamex Corporation. Canamex has been in the precious
metal extraction research industry over the last twelve
years. Gemco’s initial joint venture with Canamex involved testing on
a 250 hectare placer claim for its industrial minerals and gold
values. The property has access and foreshore rights to the Pacific
Ocean and is located on the Baja Peninsula of Mexico.
In
January 2007, Canamex assigned its interest to two additional placer claims in
the Ensenada region of Baja California in the Exchange for 3% of the net sales
of all industrial minerals extracted and a 3% net smelter royalty. As further
consideration, 300,000 common shares were issued and held in trust, which are to
be released upon verifying the claims can be brought to a commercially viable
and completion of legal assignment of property rights. These
properties consist of over 600 hectares, are approximately 27 kms in length of a
dry arroyo with varying widths and several meters in
depth. Preliminary testing showed estimates of a potential recovery
of 5 million tonnes of alluvial magnetite and ilmenite mineral
product.
In June
2007, the Company mandated Mr. Jaime Noguera Perez of Estero Servicios
Ambientales Engineering (Estero) to conduct a works program to collect, review
and evaluate existing geological information, conduct all field work, geological
mapping, sourcing all information on applicable regulations and requirements for
permits to extract up to 300,000 tons of material the first year of operation
and up to two million tons per year thereafter. In August 2007, the
Company received a progress report from Estero indicating that all field work
has been completed and Estero began preparing an executive report for submission
to the Mining office in Mexico City for final approval and attainment of permits
to undertake mining operations. Gemco incorporated a wholly owned
subsidiary in Mexico, named Black Stone Industries S.A. de C.V., which will
carry out all future business activities on behalf of Gemco in
Mexico.
4
The
Company has expended over $82,000 to date on its Mexico property for costs
including; the environmental study, management of the claims, attainment of
permits, consulting and regulatory fees. Canamex recently advised it has
received the mining permits from the mining office to extract 300,000 tons of
material the first year, and two million tons every year thereafter. On final
verification, all permits and licenses will be assigned over to Black Stone
Industries, and Gemco will release the 300,000 shares from trust. Further, upon
Black Stone Industries receiving the final mining permits and 100% control of
the Claims a balance of $20,000 will be paid to Canamex for additional costs
incurred. On consummation of the above, the Company plans to engage an
independent firm to prepare an in-depth 43-101 technical report to meet
standards and requirements for raising capital.
Natural
Mineral Products
The
Company continues in the business development for the magnetite natural mineral
product trade named “Eco-Blast”, as well as its Ilmenite “Talon Blast Abrasive”
mineral product. These are environmentally safe products used in the industrial
abrasive industry as outlined further below. Recent environmental regulations
throughout North America have restricted the use of traditional abrasives like
silica-sand and some slags. This is particularly true in the blast cleaning
(sand blasting) market where 5 million tons of abrasives are used each year.
Magnetite and Ilmenite have emerged as less health damaging and more
environmentally friendly alternatives to the traditional non-recyclable
abrasives. The specific particle size of natural magnetite product performs
optimally in blast cleaning applications and can be
recycled. ECO-Blast and Talon Blast Abrasive are the branded blast
abrasives of the Company using magnetite and Ilmenite blends.
Tests
have shown these products to be effective replacements for more traditional
blast mediums in terms of cost and performance and significantly superior in
terms of environmental impact and recyclability. Powertech Labs Inc. conducted
an analysis on the magnetite product, which approved the product for use by the
BC Ministry of Environment and Parks. A number of comparison demonstration tests
were also conducted by Ross-Rex Industries Inc. using Talon blast and
competitive/alternative products and the results have been very positive as
posted on Gemco’s website.
Our
wholly owned subsidiary, Firstline Recovery Systems Inc. was handling business
development for the magnetite natural mineral product trade named Eco-Blast
and/or Talon Blast, an environmentally safe product used in the industrial
abrasive industry as outlined above. Although Firstline previously entered into
an exclusive supply agreement with Teichert and Son Inc., a California
corporation doing business as Teichert Aggregates, and an agreement for sale
with R.A. Temple Inc. (Temple), a California corporation, these contracts
recently lapsed due to Firstline’s inability to obtain the required CARB product
approval, negotiate with a U.S. company for a site on which to locate the drying
and bagging facility and to arrange sufficient financing to carry out the
project. Therefore, Gemco has recently undertaken to negotiate new agreements on
similar terms with both Teichert and Temple. Commitments have been attained with
both companies and Gemco is coordinating to complete the new agreements within
the first four months of the fiscal year.
The
exclusive supply agreement with Teichert, originally announced May 27, 2008,
pertains to the exclusive distribution rights of the minerals known as
Ilmenite and Magnetite. Teichert produces Ilmenite and Magnetite as a
by-product from its aggregate mining operations, and currently has an estimated
25,000 tons stored on-site in Central California.
5
These
rights allow the Company to distribute and sell this product as a blast
medium in the industrial abrasive industry in both Western U.S. and Canada. The
Term of the Agreement is for a period of 5 years with an option for an
additional 5 years, if agreeable by both parties. As part of the
Agreement, the Company is required to purchase a minimum tonnage per contract
year in order to maintain fixed pricing terms.
The
effective commencement date of production is dependent on the Company first
obtaining California Air Regulation Board (CARB) approval for the use of these
products as a blast medium and then establishing a drying, screening and bagging
plant at a nearby location. In conjunction with Teichert, the Company
has initiated the CARB test and the Company’s management is negotiating with a
U.S. company for a site on which to locate the drying and bagging
facility.
The
agreement for sale with Temple, originally announced December 2, 2008,pertains
to the sale of ilmenite and magnetite industrial minerals (the Product) with
R.A. Temple Inc. (Temple), a California corporation. The Product is to be
sourced from the Company’s location in Sacramento, California, under its
Exclusive Supply Agreement with Teichert and will be sold under the Company’s
Black Talon brand name.
Under the
Agreement Temple may purchase up to 7,000 tons of ilmenite and magnetite per
annum, from the commencement date, on a pre-determined pricing framework for a
period of five years. The commencement date of the first shipment was originally
scheduled for no later April 1, 2009, and Gemco has attained commitment from
Temple to extend the first shipment date from April 1, 2009 until such time that
Gemco is scheduled to start production on or before December 1, 2009, which
provides time to complete the California Air Regulation Board (CARB) standard
approval for the use of this product as a blast medium and to establish a
drying, screening and bagging plant at a nearby location.
Temple
has supplied both blast abrasives and equipment to the metal finishing and
water-jet cutting industry in the western region of the United States for over
28 years. As part of the Agreement, the Company also grants Temple exclusive
distributorship for the Product in the State of Nevada and Northern
California.
6
Results
of Operations - Gemco Minerals Inc.
Three
Months Ended August 31, 2009
During
the three months ended August 31, 2009 the Company recorded an operating loss of
$91,363 as compared to an operating loss of $77,960 for the three months ended
August 31, 2008, and recorded a net loss after other items of $125,047 as
compared to a net loss of $93,339 for the three months ended August 31, 2008.
This is an increase in operating loss of $13,403 and an increase in the net loss
of $31,708. The net loss represents $nil per common share. The Company incurred
$91,363 in operating expenses which consist mainly of: mineral property costs of
$24,767 (2008 - $11,228), management and consulting fees of $20,249 (2008 -
$48,000), investor relations of $12,000 (2008 - $9,750) and professional fees of
$16,316 (2008 - $3,500). The Company also recorded other items
totaling $33,684 for the three months ended August 31, 2009, which is an
increase of $18,305 compared to the $15,379 in other items for the three months
ending August 31, 2008. This included interest and bank charges of
$32,004. Other items also included $1,680 for a loss on investment
and $12,191 for the interest generated on the mortgage investment, with a
corresponding writedown for impairment, as described in Note 4 of the financial
statements.
The
Company has not yet generated any revenues from its Mineral Exploration Program.
Our ability to emerge from the exploration stage and conduct mining operations
is dependent, in large part, upon our raising additional equity
financing
As of
August 31, 2009, Gemco had total liabilities of $1,081,129, which is an increase
of $228,703 as compared to $852,426 liabilities recorded at May 31, 2009. The
increase in liabilities is due primarily to issuance of a long-term note payable
in July 2009. The Company’s current liabilities remained relatively the same as
the prior year end and consist of $42,380 in accounts payable, $34,355 due to
related parties, $33,474 due to shareholders and $746,067 in notes payable, of
which $476,636 are due to related parties. The Company issued a two year
promissory note in July 2009 and now has a long-term liability in the amount of
$224,854.
The
Company's current assets at August 31, 2009, consisted of $69,887 in cash which
increased by $68,984 from $903 as at May 31, 2009, as well as note receivable of
$5,448 and deposits in the amount of $44,971 for payments made on manufacture of
industrial mineral processing equipment. Total assets as of August 31, 2009 were
$141,111 with investments of $20,805 as disclosed in Note 5 of the financial
statements.
Selected
Annual Information
The
following are highlights of financial data on the Company for the most recently
completed three financial years:
Fiscal
Year Ended May 31,
|
||||||||||||
2009
|
2008
|
2007
|
||||||||||
Loss
before Income Tax
|
$ | 723,003 | $ | (373,011 | ) | $ | (97,937 | ) | ||||
Net
Loss
|
723,003 | (373,011 | ) | (97,937 | ) | |||||||
Loss
Per Share
|
(0.03 | ) | (0.02 | ) | (0.01 | ) | ||||||
Total
Assets
|
6,351 | 439,279 | 174,319 | |||||||||
Total
Liabilities
|
852,426 | 630,888 | 573,237 |
7
Liquidity
and Capital Resources
The
Company’s assets are recorded at the lower of cost or market value. The total
assets at August 31, 2009 were $141,111. The Company had a working capital
deficiency of $735,970 at August 31, 2009 compared to a working capital
deficiency of $846,074 as of May 31, 2009. The reduction in the working capital
deficiency is due primarily to the issuance of a long-term note payable as
discussed above. The Company’s cash inflow has been generated mainly from
shareholder loans, related party and short-term loans and subscription of common
stock with minimal revenues and government incentive programs since
inception.
Management
continually reviews its overall capital and funding needs to ensure that the
capital base can support the estimated needs of the business. These reviews take
into account current business needs as well as the Company’s future capital
requirements. Based upon these reviews, to take advantage of strong market
conditions and to fully implement our expansion strategy, management believes
that the Company will continue to increase our net capital through the proceeds
from sales of our securities. The Company currently maintains minimal cash
balances and is funded by management and shareholder loans to satisfy monthly
cash requirements in the interim of raising external funding.
The
Company cannot currently meet its cash requirements without, future sale of
shares or its current management and/or advances or loans from controlling
shareholders or corporate officers to provide sufficient working capital to
preserve the integrity of the corporate entity during the development phase.
There is no assurance that the Company will be able to obtain additional funding
through the sales of additional shares or, that such funding, if available, will
be obtained on terms favorable to or affordable by the Company. It is the intent
of management and controlling shareholders to generate sufficient working
capital necessary to support and preserve the integrity of the corporate
entity.
Forward-Looking
Statements
From time
to time, the Company may publish forward-looking statements relating to such
matters as anticipated financial performance, business prospects, technological
developments, new products, research and development activities and similar
matters. The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward looking statements. In order to comply with the terms of the
safe harbor, the Company notes that a variety of factors could cause a deviation
or divergence from the anticipated results or expectations contained in the
forward looking statements and the Company's actual results. The risks and
uncertainties that may affect the operations, performance, development and
results of the Company's business include but are not limited to the following:
lack of operating capital, revenue and capital resources; reliance upon joint
venture members to provide technical and financial expertise to operations; the
ability of the Company to access an economically viable energy deposit; the
ability of the Company to recover natural resources, if found, and to deliver
them to a refiner or distributor in an economically viable manner.
8
Risks and
Uncertainties
Mining -
The Company is engaged in mineral exploration and development, which involves a
high degree of risk, and few properties are ultimately developed into producing
mines. There is no assurance that the Company’s future exploration and
development activities will result in any discoveries of commercial bodies of
ore. Whether an ore body will be commercially viable depends on a number of
factors including the particular attributes of the deposit such as size, grade
and proximity to infrastructure, as well as mineral prices and 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 a mineral deposit being
unprofitable.
Cash
Flows and Funding - The Company periodically requires equity financing to
maintain its working capital position. There is no assurance that the Company
will be able to obtain financing, as required, in the future.
Environmental
and Permitting - Mineral exploration and development is subject to extensive
regulation concerning environmental protection and there is no assurance the
Company will be able to obtain all necessary permits and approvals in order to
carry out its exploration activities.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
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.
Item 4.
Controls and procedures
Evaluation
of Disclosure Controls and Procedures
We
maintain “disclosure controls and procedures,” as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that are designed to ensure that information
required to be disclosed by us in reports we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our principal executive officer
and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating our disclosure
controls and procedures, management recognized that disclosure controls and
procedures, no matter how well conceived and operated, can provide only
reasonable assurance of achieving the desired control objectives, and we
necessarily are required to apply our judgment in evaluating the cost-benefit
relationship of possible disclosure controls and procedures.
Our
management, including our principal executive officer and principal financial
officer, evaluated the effectiveness of the design and operation of our
disclosure controls and procedures as of August 31, 2009 and concluded that the
disclosure controls and procedures were not effective because certain
deficiencies involving internal controls constituted material weaknesses as
discussed below. The material weaknesses identified resulted in the restatement
of the previously reported financial statements and other related financial
disclosure.
9
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles. Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Our
management, including our principal executive officer and principal accounting
officer, conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework. Based on its evaluation, our management concluded
that our internal controls over financial reporting were ineffective due to some
material weaknesses in our internal control over financial reporting. A material
weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. As of August 31,
2009, the following material weaknesses existed:
1.
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The
Control Environment: We did not maintain effective entity-level controls
as defined by the framework issued by COSO. Specifically, we did not
sufficiently promote effective internal control over financial reporting
throughout the organization and did not effectively segregate certain
accounting duties due to the small size of our accounting staff, and
maintain a sufficient number of adequately trained personnel necessary to
maintain an internal audit function or anticipate and identify risks
critical to financial reporting.
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2.
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Information
and Communication: We did not maintain effective communication and
documentation of financial reporting policies and procedures to ensure the
flow of information within the organization and with external parties, and
to ensure appropriate systems were in place and configuring of certain
transactions were properly processed and
disclosed.
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In order
to mitigate these material weaknesses to the fullest extent possible, all
financial reports are reviewed by the Chief Financial Officer, who has limited
system access. In addition, meetings are held with the Board of
Directors and the Audit Committee. If at any time we determine a new
control can be implemented to mitigate these risks at a reasonable cost, it is
implemented as soon as possible.
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.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during the quarter ended August 31, 2009 that have materially affected, or are
reasonable likely to materially affect, our internal control over financial
reporting.
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Inherent
Limitations on Effectiveness of Controls. Our management, including our
principal executive and financial officer, does not expect that our disclosure
controls and procedures or our internal control will prevent all errors 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 fraud, if any, within the company have been
detected.
PART
II
OTHER
INFORMATION
Item
1. Legal Proceedings.
The
Company is currently named as a defendant or Respondent in two related legal
proceedings.
On the
15th of April, 2008 an action was commenced by a shareholder of Akal Forest
Products Ltd. against a group of defendants, including Gemco Minerals Inc. In
that action the plaintiff alleges that Gemco Minerals Inc. entered into a
non-arms length transaction with Hunter Corey Babcock, an officer and director
of Akal Forest Products Ltd. pursuant to which transaction Gemco sold to Babcock
a number of shares in Gemco Minerals Inc. That sale was secured by a mortgage
and assignment of rents against Lands owned by Akal Forest Products
Ltd.
Counsel
has been retained and a statement of defense has been filed by Gemco Minerals
Inc. denying that Gemco Minerals Inc. was anything other than a bona fide purchaser for value
in that transaction.
On or
about April 28, 2008 an interlocutory order, without notice, was granted by the
Supreme Court of British Columbia restraining both Mr. Babcock and Gemco from
transferring, mortgaging, or hypothecating any of the shares issued by Gemco to
Mr. Babcock in relation the aforementioned mortgage and assignment of
rents.
On the
22nd of July 2008, the first mortgage holder of the Akal Forest Products Ltd.
Lands commenced a foreclosure proceeding in the Supreme Court of B.C. against
Akal Forest Products Ltd. In that action Gemco Minerals Inc. is named as a third
mortgage holder and Respondent in relation to the mortgage and assignment of
rents granted by Akal Forest Products Ltd. as security for the Babcock purchase
of Gemco shares. Counsel has been retained to protect the interests of Gemco in
relation to its charges on the Akal Lands.
The
Company’s mortgage was due on demand as of February 5, 2009, and is now in
default. The Company has taken legal action and was awarded a court ordered
conduct of sale by the Kamloops Supreme Court, whereby the Company will proceed
with listing and disposing the property to the benefit of all secured on the
property.
During
the course of the listing, many proposals were discussed and although there were
no written offers, a build-to-suit program was being negotiated with a potential
tenant. However, the second mortgage holder concurrently petitioned the court
for Conduct of Sale, without notification, and was awarded the Conduct of Sale
to obtain an unconditional offer. The second mortgage holder is proceeding to
list the property for sale.
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
During
the first quarter ended August 31, 2009, the Company issued a total of 3,825,000
common shares as follows.
(a)
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On
July 8, 2009, the Company issued 3,600,000 common shares with relation to
a promissory note for proceeds of $250,000 to a non-related party. The
share issuance includes the following: 250,000 shares issued to the lender
as consideration for funds loaned; 250,000 shares issued as a finder’s fee
to a non-related party for attainment of the funds; 600,000 shares issued
to two related parties, in the amount of 300,000 shares each for their
personal guarantees to the lender; as security for the loan, the Company
issued 2,500,000 shares of common stock registered to the Lender and
delivered the shares to an escrow agent. The escrow agent shall return the
shares to the Company upon repayment or deliver the shares to the lender
in the event of default by the registrant or the loan guarantors. The
Company retains the voting rights of the security shares so long as they
are in escrow.
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(b)
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On
August 7, 2009, the Company issued 25,000 common shares to a director of
the Company as consideration for $22,036 (CDN$24,500) funds loaned in the
form of a promissory note.
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(c)
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On
August 7, 2009, the Company issued 200,000 shares to a principal of the
Company for conversion of a portion of their promissory note in the amount
of $8,000 at $0.04 per share.
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With
respect to the unregistered sales made, the Company relied on Section 4(2) of
the Securities Act of 1933, as amended. No advertising or general solicitation
was employed in offering the securities. Of the securities issued, 825,000 were
issued to related partied of the Company and 3,000,000 were issued to
sophisticated, accredited investors who were provided all of the current public
information available on the Company.
Item
3. Defaults Upon Senior
Securities. None.
Item
4. Submission of Matters to a Vote of Security
Holders. None
Item
5. Other Information. None
Item
6. Exhibits
Exhibit No.
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Identification of
Exhibit
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31.1
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Rule
13a-14(a) Certification of Tom Hatton, President and Chief
Executive Officer
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31.2
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Rule
13a-14(a) Certification of Dorlyn Evancic, Treasurer, Chief Financial
Officer
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32.1
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Certification
Pursuant to 18 U.S.C. Section 1350 of Tom Hatton.
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32.2
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Certification
Pursuant to 18 U.S.C. Section 1350 of Dorlyn
Evancic.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Gemco
Minerals Inc.
DATE:
October 16, 2009
By:
/s/ TOM
HATTON
Tom
Hatton, President, Director
and Chief
Executive Officer
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