Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
____________________
FORM
10-K
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R
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
fiscal year ended: June 30, 2009
or
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£
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from _________ to _________
Commission
file number: 333-141505
Volcan
Holdings, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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98-0554790
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(State
or Other Jurisdiction of Incorporation)
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(I.R.S.
Employer Identification No.)
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Level
34, 50 Bridge Street
Sydney,
Australia
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2000
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(Address
of Principal Executive Offices)
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(Zip Code) |
Registrant’s
telephone number, including area code: + 61-2-8216-0777
Securities
registered pursuant to Section 12(b) of the Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Exchange
Act: None
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____________________________
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(Title
of Class)
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________________
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes £ No
R
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes R No
£
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 90days. Yes £ No R
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes R No £
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.R
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
(check
one)
| Large accelerated filer. | o | Accelerated filer | o |
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Non-accelerated
filer (Do
not check if a smaller reporting company)
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£ | Smaller reporting company | þ |
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Exchange Act). Yes £ No
R
The
aggregate market value of the voting and non-voting common equity of the
registrant held by non-affiliates, computed by reference to the average bid and
asked price of such stock, as of December 31, 2008 was approximately $1,725,057,213
(for purposes of determination of the aggregate
market value, only directors, executive officers and 10% or greater stockholders
have been deemed affiliates.)
The
number of shares outstanding of the registrant’s common stock, par value $0.001
per share, as of October 29, 2009 was
103,995,765
shares.
TABLE
OF CONTENTS
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Page
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PART
I
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Item
1.
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Business
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1
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Item
1A.
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Risk
Factors
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15
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Item
2.
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Properties
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21
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Item
3.
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Legal
Proceedings
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21
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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21
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PART
II
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Item
5.
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Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
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21
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Item
7.
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Management’s
Discussion and Analysis of Financial Condition
and Results of Operations
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22
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Item
8.
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Financial
Statements and Supplementary Data
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27
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
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27
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Item
9A(T).
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Controls
and Procedures
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27
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PART
III
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Item
10.
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Directors,
Executive Officers and Corporate Governance
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28
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Item
11.
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Executive
Compensation
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30
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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31
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Item
13.
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Certain
Relationships and Related Transactions, and Director Independence
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32
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Item
14.
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Principal
Accountant Fees and Services
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33
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PART
IV
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Item
15.
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Exhibits
and Financial Statement Schedules
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34
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SIGNATURES
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36
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PART
I
Item
1 Business.
Corporate
History
Our wholly
owned operating subsidiary, Volcan Australia Corporation Pty Ltd, an Australian
proprietary company (“VAC”), was formed in Australia on June 11, 2008 for the
purpose of conducting bauxite and other mineral exploration
activities. Dunn Mining Inc. (“Dunn Mining”) was incorporated on
April 4, 2006 in Nevada, for the purpose of acquiring and exploring mineral
properties for economically recoverable reserves. Dunn Mining previously owned a
100% interest in one mineral claim that had lapsed and was reviewing other
potential acquisitions in the resource and non-resource sectors. On
September 11, 2008, Dunn Mining was merged with and into Volcan Holdings, Inc.,
a Delaware corporation (“Holdings”), for the purpose of changing its state of
incorporation to Delaware from Nevada, changing its name and effectuating a
1-for-6.1728395 forward stock-split, all pursuant to a Certificate of Ownership
and Merger and Articles of Merger, each dated September 11, 2008 and approved by
stockholders on September 11, 2008.
On September
12, 2008, Holdings entered into a Share Exchange Agreement (the “Exchange
Agreement”) by and among Holdings, VAC and L’Hayyim Pty Ltd as trustee for The
L’Hayyim Trust, the holder of all of the outstanding capital stock of VAC (the
“VAC Shareholder”). Upon closing of the transaction contemplated under the
Exchange Agreement (the “Share Exchange”), on September 12, 2008, the VAC
Shareholder transferred all of the issued and outstanding capital stock of VAC
to Holdings in exchange for 90,000,000 newly issued shares of common stock of
Holdings and the right to receive the $1,500,000 in cash at the end of any
fiscal quarter in which Holdings has cash on hand of at least $5,000,000. Such
Share Exchange caused VAC to become a wholly owned subsidiary of
Holdings. In connection with the Share Exchange, Holdings sold
36.3143 of its “Units” in a private placement offering to accredited investors
(the “Private Placement”), with each Unit consisting of 100,000 shares of common
stock of Holdings and a five year warrant to purchase 100,000 shares of common
stock for $1.00 per share, for a purchase price of $35,000 per
Unit. Immediately following the Share Exchange, under the terms of a
split-off agreement, Holdings transferred all of its pre-Share Exchange assets
and liabilities to its wholly owned subsidiary, Dunn Mining Holdings, Inc.
(“SplitCo”), a Delaware corporation. Thereafter, pursuant to a
stock purchase agreement, Holdings transferred all of the outstanding capital
stock of SplitCo to its then-majority stockholder in exchange for the
cancellation of such stockholder’s interest in Holdings.
After the
Share Exchange and the split-off, Holdings succeeded to the business of VAC as
its sole line of business, the size of Holdings’ Board of Directors was
increased from one director to three directors, Holdings’ then-current sole
officer and director resigned and Pnina Feldman, Sholom Feldman and Paul
Stephenson were appointed to Holdings’ Board of Directors. Pnina
Feldman was appointed as Chief Executive Officer, President and Chairman of the
Board of Directors and Sholom Feldman was appointed as Principal Accounting
Officer, Treasurer and Secretary.
Overview
We are a
mineral exploration company that intends to explore prospective bauxite deposits
in New South Wales, Australia and Queensland, Australia. We are an exploration
stage company that has not generated any revenue to date and we do not expect to
start generating any revenue in the immediate future.
The New South
Wales Department of Primary Industries granted VAC the exclusive right to
explore approximately 5,000 square kilometers of prospective ground along the
eastern Australian Great Dividing Range. In addition, VAC has applied
for the right to explore an additional 4,000 square kilometers of land along the
eastern Australian Great Dividing Range in Queensland from the Queensland
Department of Mines and Energy. While our geologists have identified prospective
deposits within these regions that we believe may contain a substantial amount
of high grade bauxite, the extent of such bauxite has not been identified to
standards issued by Australia’s Joint Ore Reserves Committee (“JORC”). We intend
to work with a reputable independent geological consulting firm in conducting a
field assessment program aimed at defining a JORC compliant
resource.
1
About
Bauxite
Bauxite is a
naturally occurring, heterogeneous material composed primarily of one or more
aluminum hydroxide minerals, plus various mixtures of silica, iron oxide,
titania, aluminosilicate, and other impurities in minor or trace amounts. The
principal aluminum hydroxide minerals found in varying proportions with bauxites
are gibbsite and the polymorphs boehmite and diaspore. Bauxites are typically
classified according to their intended commercial application: abrasive, cement,
chemical, metallurgical, refractory, etc. According to the United States
Geological Survey, the bulk of world bauxite production (approximately 85%) is
used as feed for the manufacture of alumina through a wet chemical caustic leach
method commonly known as the Bayer process. Subsequently, the majority of the
resulting alumina produced from this refining process is in turn employed as the
feedstock for the production of aluminum metal by the electrolytic reduction of
alumina in a molten bath of natural or synthetic cryolite (Na3AlF6), the
Hall-Héroult process.
General
Bauxite Formation
Because it is
a mixture of minerals, bauxite itself is a rock, not a mineral. Bauxite is
reddish-brown, white, tan, and tan-yellow. It is dull to earthy in luster and
can look like clay or soil. Bauxite forms when silica in aluminum-bearing rocks
(that is, rocks with a high content of the mineral feldspar) is washed away
(leached). This alteration process occurs in tropical and subtropical weathering
climates, or in a volcanic environment.
Lateritic
bauxites (silicate bauxites) are distinguished from karst bauxites (carbonate
bauxites). The early discovered carbonate bauxites occur predominantly in Europe
and Jamaica above carbonate rocks (limestone and dolomite), where they were
understood to be formed by lateritic weathering and residual accumulation of
intercalated clays or of clayey dissolution residues of the
limestone.
The lateritic
bauxites occur in many countries of the tropical belt. They were understood to
be formed by lateritization of various silicate rocks such as granite, gneiss,
basalt, syenite and shale. Compared with iron-rich laterites, the formation of
bauxites demands even more intense weathering conditions with a very good
drainage. This enables dissolution of kaolinite and precipitation of gibbsite.
Zones with highest aluminium content are frequently located below a ferruginous
surface layer. The aluminium hydroxide in the lateritic bauxite deposits is
almost exclusively gibbsite.
Production
Trends
In 2008,
Australia was the top producer of bauxite with almost one-third of the world’s
share, followed by China, Brazil, India and Guinea.
Our
Bauxite Prospects
Our granted
exploration tenement in New South Wales comprises two separate project areas
along the eastern Australian Great Dividing Range, which include the New England
Project (over 1,000 km2 granted on February 23, 2009) and the Monaro Project
(over 3,500 km2
granted February 13, 2009). We have also applied for a license to commence
exploration activities on approximately 4,000 square kilometers in Queensland,
consisting of the following projects: the Atherton (390 km2),
Kingaroy (2,814 km2),
Childers (31 km2),
Pittsworth (1,422 km2) and
Ravenshoe (108 km2).
Previous Geological
Work
Discovery of
bauxitic laterite deposits in the eastern Australian Great Dividing Range dates
back to 1875. In the 1940s, the New South Wales Geological Survey took an
assessment of New South Wales’ resources. This state survey was followed by an
Australia-wide survey by the Department of National Development in the 1950s
resulting in the identification of numerous bauxite deposits along the length of
the Great Dividing Range. As part of this work, several hundred samples were
analyzed from numerous shafts and exposures. We believe that the results of this
work suggest that high-quality bauxite containing moderate to high soluble
alumina and low silica has the potential to be widespread throughout our
tenement areas. However, we believe that, when the classical, deeply weathered,
large tonnage pisolitic bauxite deposits at Weipa, Gove and in the Darling
Ranges were discovered during the 1950s, interest in the eastern Australian
deposits largely waned.
2
Bauxite
Resource Potential at Great Dividing Range
Recent
scientific work on the geological environment in the eastern Great Dividing
Range has revealed that there is an extensive bauxite depositional system, which
we believe is fundamentally different from the classical bauxite formational
environments currently being explored in other regions of Australia. In
particular, preliminary geological analysis of the land we are exploring has
lead us to believe that the alteration and weathering of Tertiary basaltic
volcanic rocks near the surface has resulted in the formation of gibbsite-rich
bauxite deposits. In addition, as a result of field investigations and the
analysis and interpretation of multi-spectral satellite data, we believe that we
have identified large areas of potentially rich bauxite deposits.
We believe
that the soluble alumina content of the bauxite deposits occurring within our
current and proposed tenement areas will compare favorably to the bauxite
deposits currently being mined near the Darling Ranges in southwestern
Australia. Furthermore, we believe that the bauxite deposits in our current and
proposed tenement areas will have relatively low silica contents which are
considered desirable for economic alumina production using the Bayer process to
generate powdered alumina for smelting in Australia, and/or for overseas export.
Moreover, we believe that the deposits in our current and proposed tenement
areas will be surface deposits and will, therefore, be relatively easy and
inexpensive to mine.
We intend to
explore our current and proposed tenement areas using an advanced
volcanostratigraphic and palaeogeographic geo-formational model to identify
areas considered prospective for drilling and bulk sampling.
Prospect
Description, Location and Access
Our current
and proposed tenement areas total just under 10,000 square kilometers and their
details are set forth in the table below. Access to the properties is by major
and minor roads and they are accessible year round. There are no weather related
conditions preventing access to the property on a year round basis. We know of
no environmental or archaeological issues related to these properties. Access to
some parts of the properties may be affected by native title under Australian
law. For more information, please refer to the summary of native title in
"Compliance with Government Regulation”.
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Current
and Proposed Tenement Areas
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Tenement
Number
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Units
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Area
(sq km)
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Status
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Project
Name and State
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EL
7301
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336
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1008
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granted
23/2/2009
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Inverell
East, New South Wales
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EL
7302
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282
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846
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granted
23/2/2009
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Inverell
East, New South Wales
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EL
7291
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238
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714
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granted
13/2/2009
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Monaro,
New South Wales
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EL
7292
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250
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750
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granted
13/2/2009
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Monaro,
New South Wales
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EL
7293
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234
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702
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granted
13/2/2009
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Monaro,
New South Wales
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EL
7294
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231
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693
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granted
13/2/2009
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Monaro,
New South Wales
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EL
7295
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227
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681
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granted
13/2/2009
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Monaro,
New South Wales
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EPMA
18139
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100
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300
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offered
23/10/2009
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Atherton,
Queensland
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EPMA
18138
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31
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93
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offered
23/10/2009
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Atherton,
Queensland
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EPMA
13186
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93
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279
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18141
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99
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297
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18134
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85
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255
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18149
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98
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294
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18152
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86
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258
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18133
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100
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300
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18131
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100
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300
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offered
23/10/2009
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Kingaroy
Queensland
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EPMA
18144
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100
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300
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18153
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100
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300
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18142
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62
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186
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18143
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15
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45
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18132
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31
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93
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offered
23/10/2009
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Kingaroy,
Queensland
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EPMA
18135
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96
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288
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offered
23/10/2009
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Pittsworth,
Queensland
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EPMA
18155
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100
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300
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offered
23/10/2009
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Pittsworth,
Queensland
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EPMA
18156
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73
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219
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offered
23/10/2009
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Pittsworth,
Queensland
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EPMA
18137
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96
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288
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offered
23/10/2009
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Pittsworth,
Queensland
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EPMA
18146
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75
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225
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offered
23/10/2009
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Pittsworth,
Queensland
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EPMA
18145
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34
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102
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offered
23/10/2009
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Pittsworth,
Queensland
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EPMA
18140
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36
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108
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offered
23/10/2009
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Ravenshoe,
Queensland
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TOTAL
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3,126
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9,378
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3
Proposed
Exploration Program
We are
currently carrying out a structured exploration program over our current and
proposed tenement areas by working outwards from known bauxite deposits, and
mapping the structural and stratigraphic setting of bauxitic rocks to define
their aerial extent and thickness. Our proposed exploration program will also
use an advanced mineral mapping process utilizing the HyMap system. This mapping
program will be used to identify targets for drilling and bulk sampling. Samples
will be analyzed for reactive silica content, soluble alumina and physical and
mineralogical properties to inform later beneficiation studies.
Plan
of Operation
To fund our
further exploration and development activities, we may seek to raise additional
funds through public or private offerings of our securities during the next
three months. If we are unable to raise additional funds on a timely basis or at
all, any progress with respect to our exploration activities may be adversely
affected. In addition to self funding these activities, we are actively seeking
strategic partners that would fund the development of some of our
projects.
Provided
that we are successful in securing sufficient capital or a strategic partner, we
anticipate that we will spend approximately $27 million on our research and
development efforts during our fiscal year ending June 30, 2010 to explore the
geology of our current and proposed tenement areas, through:
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·
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aerial
photo and remote data
interpretation;
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·
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pre-volcanic
and intra-volcanic paleotopographic and paleodrainage
analysis;
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·
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high
resolution image based mapping and target
selection;
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drilling,
sampling and sub-surface mapping;
and
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bulk
sampling of identified bauxite
deposits.
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Our other
expected uses of cash during fiscal 2010 are for conducting negotiations with
landholders regarding land access agreements, conducting an economic resource
assessment, commissioning independent geological reports and for general and
administrative expenses.
We do not
expect any purchases of plant and equipment we make during fiscal 2010 to be
material. Nor do we intend to engage in any material sales and marketing efforts
during such period. As our current and proposed tenement areas are in the
exploration phase, we do not expect to generate any revenues from operations in
fiscal 2010.
Competitive
Factors
The mineral
exploration and mining business is competitive in all phases of exploration,
development, production and financing. We compete with a number of other
entities, many of which have greater financial resources than we do, in the
search for and the acquisition and financing of productive mineral properties.
As a result of this competition, if we seek to expand our asset base, we may be
unable to acquire licenses to explore properties in the future on terms we
consider acceptable.
4
In addition,
we compete with other companies for the recruitment and retention of qualified
employees. These factors could result in competitors exploring mineral
properties of greater quality and interest to prospective investors who may
finance additional exploration and development. This competition could have an
adverse impact on our ability to finance further exploration and to achieve the
financing necessary for us to develop our mineral properties.
There are
several mineral exploration companies in Australia, many of which, unlike us,
also have mining operations. Because (a) we do not expect to produce any
minerals in the near future, and (b) our tenements give us, or upon grant will
give us, a monopoly for exploration in each area, we therefore expect to compete
with these companies primarily for financing, equipment, contractors and
personnel.
Management
Services Agreement
Australian
Gemstone Mining PTY Ltd. (“AGM”) is an Australian proprietary company owned and
controlled by Pnina Feldman, a member of our Board of Directors and our Chief
Executive Officer. We and AGM are parties to a Management Services Agreement,
dated as of July 1, 2008, pursuant to which four individuals (each a “Key
Person”) provide executive and corporate services to us, including geological
and technical expertise. During the term of the Management Services Agreement,
we will pay AGM a retainer of $175,000 per annum (plus the required Goods and
Services Tax (“GST”)) with respect to each Key Person, being the two chief
geoscientists, Dr. Simon Pecover and Dr. Robert Coenraads, and the two executive
directors, Pnina Feldman and Sholom Feldman, for an aggregate amount of $700,000
(plus GST) per annum. However, the directors of AGM have agreed not to take any
money for the wages of the Key Persons until further funds are raised and the
project has an independently verified resource statement
completed. In addition, we are not required to pay any additional
fees, including directors’ fees, to AGM or the Key Persons personally with
respect to the services to be provided by the Key Persons to us. Should we need
further executive personnel, or if our operations expand to require further
services than currently required from the Key Persons as set out in the
Management Services Agreement, then AGM may provide such additional services to
us on reasonable arm’s-length terms as approved by our independent director(s)
or by our shareholders in a general meeting.
Neither we
nor AGM may terminate the Management Services Agreement prior to July 1, 2010,
except that we may terminate the Management Services Agreement immediately if
any of the following events occur:
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AGM
or any of its directors, officers, employees or agents is guilty of gross
misconduct in relation to the provision of the services to
us;
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·
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AGM
suffers an Insolvency Event (as defined in the Management Services
Agreement);
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·
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the
Key Persons engage in any willful or grossly negligent conduct which is
likely, in our reasonable opinion, to be detrimental to us;
or
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·
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AGM
is guilty of any gross default, breach, non-observance or non-performance
of any of the terms and conditions contained in the Management Services
Agreement.
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However, no
provision of the Management Services Agreement precludes any of our Key Persons
from terminating their services to us at any time and for any or for no reason
by terminating their employment with AGM. Furthermore, if any of our Key Persons
do terminate their employment with AGM, the Management Services Agreement does
not grant us the authority to require AGM to hire a replacement that is
acceptable to us.
The
Management Services Agreement requires that AGM provide us with suitable fully
serviced offices, which are located at Level 34, 50 Bridge Street, Sydney,
Australia 2000. We are obligated to pay AGM a one time fee of $27,187
for use of the offices and monthly rent of $8,760. The directors of
AGM have agreed to defer payment of these amounts until we raise further
funds.
The offices
and any additional administrative services, such as secretarial and accounting
services, are provided on reasonable arm’s-length terms as approved by our
independent director(s). During
the fiscal year ended June 30, 2009, AGM did not charge us for any such
administrative services.
5
The fees
payable by us to AGM will be adjusted on July 1 of each year based on the
increase in the consumer price index for the preceding twelve months. No
adjustments, however, were made on July 1, 2009.
Employees
We have no
direct employees. Our officers and five other persons performing services for us
on a day-to-day basis, pursuant to the Management Services Agreement, are paid
by AGM. The following Key Persons provide executive and corporate services to
us, including geological and technical expertise, pursuant to the Management
Services Agreement:
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·
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Pnina
Feldman – Executive Director of
AGM;
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·
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Sholom
Feldman – Executive of AGM;
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|
·
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Dr.
Simon Pecover – Head Geoscientist of AGM;
and
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·
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Dr.
Robert Coenraads – Geoscientist of
AGM.
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Compliance
with Government Regulations
Federal,
state and local authorities regulate the bauxite mining industry with respect to
matters such as prospecting for and mining minerals, inspection of mines to
regulate the treatment of the products of such mines, employee health and
safety, protection of the environment, reclamation and restoration of mining
properties after mining is completed, the discharge of materials into the
environment, surface subsidence from underground mining and native
title. Numerous governmental permits and approvals are required for
mining operations.
Interests in
tenements in Australia are governed by the respective State legislation and are
evidenced by the granting of permits, licenses or leases. Each
permit, license or lease is for a specific term and carries with it annual
expenditure and reporting commitments, as well as other conditions requiring
compliance. Consequently, we could lose title to or our interest in
tenements if such conditions are not met or if insufficient funds are available
to meet expenditure commitments.
It is also
possible that, in relation to tenements in which we have an interest or will in
the future acquire such an interest, there may be areas over which legitimate
common law native title rights of Aboriginal Australians exist. If
native title rights do exist, our ability to gain access to tenements (through
obtaining consent of any relevant landowner), or to progress from the
exploration phase to the development and mining phases of operations may be
adversely affected.
The
possibility exists that new legislation and/or regulations and orders may be
adopted that may materially adversely affect our mining operations, our cost
structure and/or our customers' ability to use bauxite. New
legislation or administrative regulations (or judicial interpretations of
existing laws and regulations), including proposals related to the protection of
the environment that would further regulate the mining industry, may also
require us to change operations significantly or incur increased
costs.
New
South Wales
Mining Act 1992 (New
South Wales) (“NSW Mining Act”). The NSW Mining Act regulates the mining
industry and makes provision for exploration licenses, assessment leases and
mining leases to be granted to applicants for the purposes of prospecting for
and mining minerals, including bauxite.
In New South
Wales, Australia, exploration licenses are granted by the New South Wales
Department of Primary Industries (the “NSW Department”) under the provisions of
the NSW Mining Act. The holder of an exploration license is authorized to
explore for only those mineral groups specified in the exploration license
within the tenement area.
6
In New South
Wales, the NSW Mining Act provides for two types of exploration
licenses:
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“standard”
licenses; and
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low
impact exploration licenses.
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A low-impact
exploration license is excluded from the “right to negotiate” provisions of the
Native Title Act (1993) but authorizes only a limited range of prospecting
operation. For further information on native title including the “right to
negotiate”, see “Aboriginal Heritage” below.
Prior to the
granting of an exploration license, newspaper advertisements giving notice of
the application must be placed by the applicant on the request of the NSW
Department. Exploration
licenses may be for a period not exceeding five years (but, consistent with
current policy, are usually granted for a period of two years), after which time
they can be renewed for a further term of up to five years (but, again, current
policy is to renew for two year periods), with the opportunity for subsequent
renewals. Normally, exploration licenses are required to be reduced by 50% on
each renewal. This is to ensure that exploration ground is ‘turned over’ and
made available for other explorers to apply their own concepts, skills or
technologies to such areas. For an exploration license to be renewed the
following criteria in relation to exploration activity should be
satisfied:
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the
expenditure and reporting conditions of the license have been
satisfactorily complied with;
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the
license area has been explored effectively;
and
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a
satisfactory proposed program for the renewal period has been
submitted.
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Failure to
comply with the expenditure requirements of a license may lead to forfeiture of
that license. The expenditure requirement is set by the NSW Department based on
the area covered by the license. Under each of our licenses we have a minimum
expenditure requirement of $590,000. To date, we have exceeded the minimum
expenditure requirement. In addition, until our tenement application
in Queensland is approved, we will not be in a position to estimate the
expenditure requirements we will have at such time.
In addition
to expenditure requirements, an exploration license is subject to such other
license conditions as the Minister may impose. These conditions generally
include conditions relating to the exploration activities, the protection of the
environment, the protection of public and private interests, rehabilitation of
the land, reporting requirements and the posting of security to cover
obligations under the license.
The holder of
an exploration license is required to enter into an access agreement with the
landholder before carrying out any exploration activities on private land within
the tenement area. A landholder is entitled to be compensated for any loss
suffered or likely to be suffered as a result of the exploration activities. If
no agreement can be reached between the landholder and the tenement holder, the
matter may be referred to arbitration and finally can be determined by the
Minister. A separate access arrangement may be required with native title
holders in certain circumstances. As of the date of this report, we have yet to
enter into any access agreements with the landowners of our current and proposed
tenement areas.
The holder of
an exploration license may apply for an assessment lease, mining lease or
mineral claim over the land the subject of the exploration license.
An assessment
lease is designed to allow retention of rights over an area in which a
significant deposit has been identified, if mining the deposit is not
commercially viable in the short term but there is a reasonable prospect that it
will be in the longer term. The holder is allowed to continue prospecting
operations and to recover minerals in the course of assessing the viability of
commercial mining. Assessment leases may be granted for up to five years and may
be renewed for further periods of up to five years. We are not
currently a party to any assessment leases.
7
A mining
lease provides the holder with the right to mine for and recover particular
mineral deposits on the tenement. Mining leases may be granted for a term of up
to 21 years and may be renewed for further periods of 21 years or, with the
consent of the Premier of New South Wales, a longer period. Royalties are
payable to the Crown (New South Wales) for minerals extracted. The current rate
for bauxite is A$0.35 per ton.
Aboriginal
Heritage. There may be sites of Aboriginal heritage or
significance located on our tenement properties.
In New South
Wales, the National Parks and Wildlife Act of 1974 (“NPWA”) covers the major
requirements for protection of Aboriginal objects, Aboriginal places and
Aboriginal remains. It is an offence to knowingly destroy, deface or damage an
Aboriginal object, place or remains without the consent of the Director-General
of the Department of Environment and Conservation.
Native
Title. In June 1992, the High Court of Australia held in Mabo
v Queensland that the common law of Australia recognizes a form of native title.
In order to maintain a native title claim the persons making such claim must
show that they enjoyed certain customary rights and privileges in respect of a
particular area of land and that they have maintained their traditional
connection with that land. Such a claim will not be recognized if the native
title has been extinguished, either by voluntary surrender to the Crown
(Commonwealth of Australia), death of the last survivor of a community entitled
to native title, abandonment of the land in question by that community or the
granting of an “inconsistent interest” in the land by the Crown. An example of
an inconsistent interest would be the granting of a freehold or certain
leasehold interest in the land. The granting of a lesser form of interest will
not extinguish native title unless it is wholly inconsistent with native
title.
After the
Mabo case, considerable uncertainty existed surrounding the validity of
proprietary rights in Australia, including mining tenements and as a consequence
the Native Title Act (1993) (the “NTA”) was enacted by the Commonwealth
Parliament. In summary, the NTA:
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provides
for the recognition and protection of native
title;
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establishes
a regime by which claims for native title and compensation can be
determined by the Federal Court of Australia (the “Federal
Court”);
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provides
procedures by which any future act affecting native title (such as the
granting of a mining tenement) may be validly undertaken and by which
registered native title claimants and native title holders may be afforded
certain procedural rights including the “right to
negotiate”;
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makes
valid certain “past acts” which would otherwise be invalidated because of
native title;
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extinguishes
native title by the grant of private freehold title and exclusive
possession tenures such as freeholding
leases;
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establishes
the position of a Native Title Registrar with responsibility to consider
whether claims filed pass the native title requirements, maintain
registers of native title claims, native title determinations and
indigenous land use agreements, and provide mediation services to parties
to native title applications; and
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establishes
the National Native Title Tribunal (the “Tribunal”), with responsibility
to assist the Native Title Registrar and provide services and support to
parties to native title claims.
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The Native
Title (New South Wales) Act (1994) was subsequently enacted to complement the
NTA and validate certain acts attributable to the State government.
The NTA
provides for procedures whereby a claimant may file an application for a
determination of native title with the Federal Court. Once a native title claim
has been filed, the Federal Court will refer the claim to the Native Title
Registrar who must determine whether the claim meets certain conditions
concerning the merits of the claim, and certain procedural and other
requirements established by the NTA (the “Registration Test”). If a native title
claim is successfully proved, the then current holder of any mining tenement may
be liable for compensation for any effect the grant of that tenement has on the
native title proved to have existed.
8
The NTA
provides registered native title claimants/native title holders with procedures
for future grants of exploration licenses that are collectively known as the
future act regime. After registration of their native title claim, claimants
will be entitled to the “right to negotiate” with respect to certain proposed
future acts (such as the grant of tenements) that may affect native
title.
Grants of
“standard” exploration licenses are subject to the applicant selecting either to
follow the right to negotiate procedure under the NTA or the Minister imposing a
license condition requiring the Minister’s consent prior to carrying out
exploration activities on potential native title land. Risk factors
The possible
existence of native title and/or native title claims in relation to some of the
land on which our tenement properties are located may have an adverse impact on
our activities and our abilities to fund these activities. It is
impossible at this stage to quantify the impact that these matters may have on
our operations but the main risks include:
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delays
or difficulties in obtaining the grant of our Applications, renewals or
conversions of our tenement interests, or further applications as a result
of the right to negotiate process, as this process can take as long as two
years;
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we
may be liable for the payment of compensation as a result of agreements
made pursuant to the right to negotiate or alternative process or as a
result of a compensation order made by the Federal Court in the event
native title has been determined to exist. The amount of such
compensation is not quantifiable at this
stage;
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if
native title is found to exist the nature of the native title may be such
that consent to mining is required from the native title holders but is
withheld or only granted on conditions unacceptable to us;
and
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the
risk that Aboriginal sites and objects exist on the land the subject of
our Applications and the existence of such sites and objects may preclude
or limit mining activities in certain areas. Further, the
disturbance of such sites and objects is likely to be an offence under the
applicable legislation, potentially exposing us to fines and other
penalties.
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Mine
Safety. The following statutes are applicable to mining and
exploration activities in New South Wales: Occupational Health and Safety Act
2000, Mine Health and Safety Act 2004 and Explosives Act 2003. These
statutes and their supporting regulations set out requirements for ensuring that
New South Wales mines are safe and healthy. These requirements spell out the
duties of different groups of people who play a role in workplace health and
safety. Where a conflict arises, the Occupational Health and Safety Act 2000
prevails.
Environmental Laws.
We are subject to various federal and state environmental laws which
regulate the particular environmental aspects of mining
operations. In New South Wales, a tenement must be granted by the
Minister under the NSW Mining Act before anyone can prospect, explore for or
mine publicly owned minerals, whether on unalienated Crown (New South Wales) or
private land. Before a tenement can be granted, development consent/project
approval must be obtained under the Environmental Planning and Assessment Act
1979 (the “EP&A Act”).
The NSW
Mining Act empowers the Minister for Mineral Resources to impose conditions on
tenements. Environmental and rehabilitation performance is enforced and
regulated through tenement conditions. Other government agencies may have
additional requirements.
Exploration
tenements’ standard conditions require companies to seek approval for activities
which disturb the surface of the land and to submit a security
deposit.
9
Mining
tenements’ standard conditions require companies to submit a Mining Operations
Plan (“MOP”) prior to commencing operations, subsequent Annual Environmental
Management Reports (“AEMR”) and a security deposit.
All mining
and petroleum projects and most exploration activities require environmental
assessment under the EP&A Act before they can be carried out. Development
that is wholly prohibited by an environmental planning instrument cannot be
carried out in any circumstance. Mining, petroleum and exploration related
activities declared to be exempt developments in the State Environmental
Planning Policy (Mining Petroleum and Extractive Industries) of 2007 do not
require any environmental assessment under the EP&A Act; however, they may
still require approval under other legislation, including the Mining Act, before
they can be carried out. Approval will not be given if the relevant approval
agency considers that the environmental impacts of the project are
unacceptable.
The following
sets out the most common environmental assessment requirements for mining and
exploration activities under the EP&A Act. The following comments generally
apply to all new mining projects and most exploration activities. The
environmental assessment requirements for modifications and expansions to
existing mining projects may be different to those identified below due to
transitional provisions associated with planning reforms. Independent expert
advice should always be obtained regarding the environmental assessment
requirements for approvals related to mining projects and large exploration
projects.
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Exploration Proposals.
The Department is the determining and approval authority for all
exploration proposals other than those identified in Schedule 1 of the
State Environmental Planning Policy (Major Projects) 2005. In most cases a
Review of Environmental Factors should accompany an exploration proposal.
If the assessment process indicates that there is a likelihood of
significant environmental impact then an Environmental Impact Statement
must be prepared by the proponent.
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Mining Proposals. New
mining projects and any expansion of existing projects requiring the grant
of a mining lease will require either development consent under Part 4 or
project approval under Part 3A of the EP&A Act, depending on the scale
and location of the project and, in some circumstances, the existing
approvals applying to the project. The expansion of mining operations on
some existing lease areas may not currently require approval under either
Parts 3A or 4 due to transitional provisions associated with the
introduction of Part 3A of the EP&A
Act.
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All
applications for approval of mining proposals under Parts 3A or 4 of the
EP&A Act must be accompanied by an environmental impact assessment. In the
case of Part 3A, this is called an “environmental assessment”. The environmental
assessment must address the matters identified by the Minister for Planning. For
mines requiring consent under Part 4, the environmental impact assessment may be
either a Statement of Environmental Effects or an Environmental Impact
Statement, depending on the scale and location of the activity. A Species Impact
Statement may also be required in some circumstances. In all cases the
environmental impact assessment and applications are publicly exhibited, and
public submissions are sought, before the application is determined by the
appropriate authority.
Queensland
Mineral Resources
Act 1989 (Queensland) (the “MRA”). The MRA
governs the mining industry and makes provision for mining tenements to be
granted to applicants for the purposes of prospecting for and mining minerals,
including bauxite.
The MRA
provides the legislative framework for exploration, development and mining
tenure in the State of Queensland. The MRA is administered by the Department of
Mines and Energy (Queensland) (the “QSD Department”). The types of mining
tenements that are granted and administered under the MRA include prospecting
permits, exploration permits, mineral development licenses, mining claims and
mining leases.
10
A prospecting
permit entitles the holder to prospect for and/or hand-mine for minerals
(excluding coal) and/or peg a mining lease or mining claim on the available land
specified. There are two types of prospecting permits:
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a
parcel prospecting permit which can be granted for a particular parcel for
a term of three months; and
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a
district prospecting permit which can be granted for all available land
within a mining district for a term of 1-12 months and is subject to the
holder obtaining the written consent of the land owner for access to
occupied land.
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Different
exploration permits are required for minerals and for coal. An exploration
permit:
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is
issued for the purpose of
exploration;
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allows
the holder to take action to determine the existence, quality and quantity
of minerals on, in or under land by methods which include prospecting,
geophysical surveys, drilling, and sampling and testing of materials to
determine mineral bearing capacity or properties of
mineralisation;
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may
eventually lead to an application for a mineral development licence or
mining lease;
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can
be granted for a period of up to five years;
and
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can
be renewed.
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A mineral
development license:
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allows
the holder to undertake geoscientific programs (e.g. drilling, seismic
surveys), mining feasibility studies, metallurgical testing and marketing,
environmental, engineering and design studies to evaluate the development
potential of the defined resource;
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can
be granted to the holder of an exploration permit for a period of up to
five years where there is a significant mineral occurrence of possible
economic potential; and
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can
be renewed.
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A person can
hold or have an interest in a maximum of two mining claims at any one time. A
mining claim:
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is
granted to holders of prospecting permits to carry out small-scale
operations with limited use of
machinery;
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can
be up to one hectare in area;
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entitles
the holder to prospect and hand-mine for specified
minerals;
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must
have an initial term not exceeding ten years;
and
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is
granted for minerals other than
coal.
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A mining
lease:
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is
granted for mining operations;
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entitles
the holder to machine-mine specified minerals and carry out activities
associated with mining or promoting the activity of
mining;
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is
not restricted to a maximum term - this is determined in accordance with
the amount of reserves identified and the projected mine life;
and
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can
be granted for those minerals specified in either the prospecting permit,
exploration permit or mineral development licence held prior to the grant
of the lease.
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The MRA does
not specifically define the area or shape of land that can be granted under a
lease although these must be justifiable.
Our
Tenements. Our tenement interest
comprises 21 exploration permit applications which are currently being
processed by the QSD Department. We have provided the QSD Department with all
relevant information for the purposes of processing the
applications.
Once the
Department is satisfied that the applications satisfy the requirements of the
MRA, a recommendation will be made to the Queensland Mines and Energy Minister
(“QSD Minister”) to grant our exploration permits subject to any conditions
imposed by the QSD Minister. We submitted our applications on October 23,
2009.
Once the
exploration permits are granted, we will need to provide the QSD Minister with
the following reports in respect of each permit:
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an
annual report to the QSD Minister, within one month after each
anniversary of the day the exploration permit takes
effect;
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a
report about the reduction in the area of the exploration permit, given
within two months after the reduction takes effect;
and
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a
report summarising the results of exploration for the whole term of the
exploration permit given within two months after the exploration
permit ends.
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The QSD
Minister also has the discretion to request any further reports or request any
materials to be obtained.
The
exploration permits may be renewed by application. For an exploration permit to
be renewed the following criteria should be satisfied:
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the
expenditure and reporting conditions of the licence have been
satisfactorily complied with;
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the
licence area has been explored effectively;
and
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the
application for the renewal of an exploration permit must be accompanied
by a statement describing the program of work proposed to be carried out
under the authority of the exploration permit (if renewed) and detailing
the estimated human, technical and financial resources to be used to carry
out the exploration work during each year of the term of the exploration
permit (if renewed) and detailing the applicant’s financial and technical
resources for carrying out the
work.
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The QSD
Minister has the power to request further information for renewal where the QSD
Minister is not satisfied with the information contained in the application for
a renewal of an exploration permit.
The holder of
an exploration permit must expend certain amounts on exploration activities
during the term, with failure to do this leading to possible forfeiture of the
permit.
12
In addition
to expenditure requirements, an exploration permit is subject to such other
license conditions as the QSD Minister may impose. These conditions
generally include conditions relating to the exploration activities, the
protection of the environment, the protection of public and private interests,
rehabilitation of the land, reporting requirements and the lodgment of security
to cover obligations under the permit.
The holder of
an exploration permit is required to enter into an access agreement with the
landholder before carrying out any exploration activities on the tenement
area. A landholder is entitled to be compensated for any loss
suffered or likely to be suffered as a result of the exploration
activities. If no agreement can be reached between the landholder and
the tenement holder, the matter may be referred to arbitration and finally can
be determined by the Minister. An access arrangement may be required
with native title holders in certain circumstances.
The holder of
an exploration permit may apply for a mineral development license or mining
lease over the land the subject of the exploration permit.
Aboriginal
Heritage. In Queensland, the Aboriginal Cultural Heritage Act
1974 (Queensland) (the “ACHA”) covers the major requirements for protection of
Aboriginal objects, Aboriginal places and Aboriginal remains. The ACHA provides
that there exists a cultural heritage duty of care and therefore, all reasonable
and practical measures must be taken to ensure that an activity does not cause
harm to Aboriginal cultural heritage. This is regardless of whether the
Aboriginal cultural heritage site is recorded in a register, or on private land,
or not yet discovered. The Cultural Heritage Duty of Care Guidelines, published
by Gazette on April 16, 2004, outline how the cultural heritage duty of care
requirement is met.
It is an
offence to knowingly destroy, deface or damage an Aboriginal object, place or
remains. Penalties apply for breach of this duty.
In addition
to the ACHA which protects Aboriginal cultural heritage, the Queensland Heritage Act 1992
(Queensland) allows authorised persons to inspect places or objects of cultural
heritage significance.
Native Title Claims. The
Native Title (Queensland) Act 1993 was enacted to complement the NTA and
validate certain acts attributable to the state government. Please
see above for a discussion of the Mabo case and the NTA.
The right to
negotiate procedure requires, in respect of our applications, the State of
Queensland to give notice of its intention to grant an exploration permit to any
registered native title claimants, prescribed bodies corporate and the
public. Generally, in relation to applications for exploration
licenses, the State will issue a notice including a statement that the tenement
should be granted under the expedited procedure. This means the
tenement will be granted without negotiations with any native title
claimants/native title holders. Registered native title
claimants/native title holders may lodge an objection to this and if there are
no objections lodged within a four month period, the State may proceed to grant
the tenement in accordance with the relevant mining legislation. If
one or more objections are lodged the matter is referred to the Tribunal which
will determine the matter if no agreement is reached.
Indigenous Land Use
Agreements. The QSD Department will grant mining tenements
over land on which native title is conclusively extinguished under the NTA and
the state legislation. An application for a mining tenement over land on which
native title has not been conclusively extinguished must first undertake the
right to negotiate process (as set out above) with the registered title
claimants or be a party to an indigenous land use agreement (the
“ILUA”).
An ILUA is a
voluntary agreement between a native title claimant group and others about the
use and management of land and waters which is binding once
registered.
Mine
Safety. The following are the relevant mine safety legislation
applicable to mines in Queensland:
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Mining and Quarrying Safety
and Health Act 1999. This law relates to safety and health in
metalliferous mining and quarrying operations, and to mineral exploration
other than exploration for coal, oil and
gas;
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Coal Mining Safety and Health
Act 1999. The law relates to safety and health in the coal mining
industry, including exploration for coal;
and
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Workplace Health and Safety
Act 1995. This law covers all occupational health and safety
matters in Queensland except where the two laws set out above
apply.
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These acts
and their supporting regulations apply to everyone who may affect the safety or
health of persons at a mine, everyone who may affect the safety or health of
persons as a result of operations or coal mining activities and any person whose
safety and health may be affected while at a mine or as a result of operations
or coal mining activities.
The
objectives of the acts are to protect the safety and health of persons at mines
and persons who may be affected by mining operations or activities and require
that the risk of injury or illness to any person resulting from mining
operations or activities is at an acceptable level.
Environmental
Laws. We are subject to various federal and state
environmental laws which regulate the particular environmental aspects of mining
operations.
In
Queensland, a tenement must be granted by the Minister under the MRA before
anyone can prospect, explore for or mine publicly owned minerals, whether on
Crown (Commonwealth of Australia) or private land. Before a tenement
can be granted, the requisite consents and approvals must be obtained under the
Environmental Protection Act 1994 (the “EPA”). The EPA provides for the issue of
environmental authorities for mining activities.
Under the
Environmental Protection and Other Legislation Amendment Act 2000, provisions in
the MRA relating to environmental management of mines were transferred, with
amendments, to the EPA. Chapter 5 of the EPA was further amended in 2004 to
simplify approval procedures for low impact mining projects.
The EPA is
responsible for:
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setting
environmental conditions;
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setting
levels of environmental assessment for amendment
applications;
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monitoring
performance;
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conducting
inspections and audits;
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ensuring
adequate rehabilitation; and
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enforcing
compliance with environmental
controls.
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The MRA
facilitates the operation of the EPA in the mining and resources sector. The
Department is responsible for:
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accepting
and processing all mining tenure applications and referring the relevant
sections to the EPA for environmental impact
assessment;
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issuing
tenures under the MRA;
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issuing
environmental authorities for prospecting permits and mining
claims;
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promoting
and facilitating industry commitment to environmental best practice;
and
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monitoring
and managing the rehabilitation of abandoned mine
sites.
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The MRA
empowers the QSD Mines Minister to impose conditions on tenements. Environmental
and rehabilitation performance is enforced and regulated through tenement
conditions. Other government agencies may have additional
requirements.
Exploration
tenements' standard conditions require companies to seek approval for activities
which disturb the surface of the land and to submit a security
deposit.
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Item
1A.
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Risk
Factors.
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Risks
Related to Our Business
Since we lack
a meaningful operating history, it is difficult for potential investors to
evaluate our business.
We were
incorporated in June 2008. Our limited operating history makes it difficult for
potential investors to evaluate our business or prospective operations. Since
our formation, we have not generated any revenue and we do not expect to
generate revenue for the foreseeable future. As a startup, we are subject to all
the risks inherent in the initial organization, financing, expenditures,
complications and delays inherent in a new business. Investors should evaluate
an investment in us in light of the uncertainties encountered by start-up
companies in a competitive environment. Our efforts may not be successful and we
may not be able to attain profitability.
We need
additional financing to continue operations, which additional financing may not
be available on reasonable terms or at all.
We have very
limited funds and have not yet raised the funds that we require to adequately
develop our projects. The proceeds from the private placements that we have
conducted to date have been exhausted and we need to raise capital or enter into
a joint venture with respect to our current and proposed tenement areas in order
to continue our operations. Additional funds, however, may not be available or,
if available, may not be available on terms that are acceptable to
us.
We may be
required to pursue sources of additional capital through various means,
including joint venture projects and debt or equity financings. Future
financings through equity investments are likely to be dilutive to existing
stockholders. Also, the terms of securities we may issue in future capital
transactions may be more favorable for our new investors. Newly issued
securities may include preferences, superior voting rights, the issuance of
warrants or other derivative securities, which may have additional dilutive
effects. Further, we may incur substantial costs in pursuing future capital
and/or financing, including investment banking fees, legal fees, accounting
fees, printing and distribution expenses and other costs. We may also be
required to recognize non-cash expenses in connection with certain securities we
may issue, such as convertible notes and warrants, which will adversely impact
our financial condition.
Our ability
to obtain needed financing may be impaired by such factors as the capital
markets, both generally and specifically in the mineral exploration industry,
and the fact that we are not profitable and do not generate any revenue, which
could impact the availability or cost of future financings. If we are not able
to raise capital in the near future and do not generate any revenue, we may be
required to cease operations.
We are
dependent upon key personnel whose loss may adversely impact our
business.
We rely
heavily on the expertise, experience and continued services of the two
geological specialists as well as other individuals on the management team we
engage through our Management Services Agreement with AGM. The loss of either of
the geological specialists engaged by AGM on our account, or an inability to
attract or retain other key individuals, either directly or through our
management services provider, could materially adversely affect us. Through our
Management Services Agreement, we seek to compensate and motivate our
executives, as well
as other individuals providing services to us, but these arrangements may not
allow us to obtain or retain the services of key individuals. As a result, if
either of the geological specialists or other key individuals on the management
team engaged on our account were to cease providing their services to us through
AGM, we could face substantial difficulty in securing a qualified successor and
could experience a loss in productivity while a successor obtains the necessary
training and experience.
15
We retain the
services of our key personnel through a Management Services Agreement, but our
key personnel are not precluded from terminating their services to us at any
time, and for any, or no reason.
Our key
personnel provide executive and corporate services to us, including geological
and technical expertise, pursuant to a Management Services Agreement between us
and AGM, dated July 1, 2008. Except in certain limited circumstances, neither we
nor AGM may terminate the Management Services Agreement prior to July 1, 2010.
However, no provision of the Management Services Agreement precludes any of our
key personnel from terminating their services to us at any time and for any or
for no reason by terminating their employment with AGM. Furthermore, if any of
our key personnel do terminate their employment with AGM, the Management
Services Agreement does not grant us the authority to require AGM to hire a
qualified successor. As a result, if any of our key personnel were to cease
providing their services for us through AGM, we could experience a negative
effect on our productivity until a qualified successor is obtained.
Risks
Relating to Our Industry
Because we
solely engage in exploration stage activities, we have no mining operations and
our future operations are subject to substantial risks, including not being able
to conduct future mining operations.
We are not a
mining company, but rather an exploration company at the beginning stage of our
exploration operations. Our business is exploring for bauxite and other
minerals. We may be unable to generate revenues or make profits unless we
actually mine deposits. We would need to either mine the bauxite or other
minerals ourselves, find some other entity to mine the property on our behalf or
sell our rights in our properties.
Because the
amount of mineable bauxite found in our current and proposed tenement areas is
uncertain, any funds that we spend on exploration may be lost.
The amount of
deposits of bauxite in our current and proposed tenement areas that may be mined
at a profit is uncertain. Whether we or our surrogates or successors will be
able to mine these properties or claims at a profit, will depend upon many
factors, including:
|
·
|
the
size and grade of the deposits;
|
|
·
|
whether
we can obtain sufficient financing on acceptable terms to conduct our
exploration activities;
|
|
·
|
volatile
and cyclical price activity of bauxite;
and
|
|
·
|
the
cost, personnel, and time burdens of domestic and foreign governmental
regulation, including taxes, royalties, land use, importing and exporting
of minerals, and environmental
protection.
|
If our
current and proposed tenement areas are unable to be mined at a profit because
the deposits may not be of sufficient quality or size or because it may not be
economically feasible to extract bauxite from the deposits, any funds spent on
exploration activities may be lost.
In the event
that we obtain estimates of reserves, those estimates may be subject to
uncertainty.
We have no
estimates of reserves pertaining to any of our current and proposed tenement
areas, and we may never obtain any such reserve estimates. If we obtain a
reserve estimate, it could be subject to uncertainty. Estimates are arrived at
by using standard acceptable geological techniques, and are based on
interpretive geological data obtained from drill holes, sampling techniques,
assaying, surveying, and mapping.
16
Feasibility
studies are used to derive estimates of cash operating costs based on
anticipated tonnage and grades of ore to be mined and processed, predicted
configuration of ore bodies, expected recovery rates of metal from ore,
operating costs, and other factors. Actual cash operating costs and economic
returns may differ significantly from original estimates due to:
|
·
|
fluctuations
in current prices of metal commodities extracted from the
deposits;
|
|
·
|
changes
in fuel prices and equipment;
|
|
·
|
labor
rates; and
|
|
·
|
changes
in permit requirements.
|
Any one or a
combination of these factors may negatively affect the relative certainty or
uncertainty of geological reports or reserve estimates.
Bauxite
mining operations are subject to comprehensive regulation, which may cause
substantial delays or require capital outlays in excess of those anticipated,
causing an adverse effect on us.
Australian
federal, state and local authorities regulate the bauxite mining industry with
respect to matters such as prospecting for and mining minerals, inspection of
mines to regulate the treatment of the products of such mines, employee health
and safety, protection of the environment, reclamation and restoration of mining
properties after mining is completed, the discharge of materials into the
environment, surface subsidence from underground mining and native title.
Numerous governmental permits and approvals are required for mining operations.
Our failure to acquire all required permits and approvals, or successfully
comply with the pertinent federal and state regulations will negatively impact
our operations. The costs, liabilities and requirements associated with these
regulations may be costly and time-consuming and may delay commencement or
continuation of exploration or production operations.
Interests in
tenements in Australia are governed by the respective State legislation and are
evidenced by the granting of licenses or leases. Each license or lease is for a
specific term and carries with it annual expenditure and reporting commitments,
as well as other conditions requiring compliance. Consequently, we could lose
title to or our interest in tenements if license conditions are not met or if
insufficient funds are available to meet expenditure commitments.
Bauxite
mineral exploration and development and mining activities are subject to certain
environmental regulations which may prevent or delay the commencement or
continuance of our operations.
Bauxite
mineral exploration and development and future potential bauxite mining
operations are or will be subject to stringent Australian federal, state,
provincial, and local laws and regulations relating to improving or maintaining
environmental quality. Environmental laws often require parties to pay for
remedial action or to pay damages regardless of fault. Environmental laws also
often impose liability with respect to divested or terminated operations, even
if the operations were terminated or divested of many years ago.
Future
potential bauxite mining operations and current exploration activities are or
will be subject to extensive Australian laws and regulations governing
prospecting, development, production, exports, taxes, labor standards,
occupational health, waste disposal, protection and remediation of the
environment, protection of endangered and protected species, mine safety, toxic
substances and other matters. Bauxite mining is also subject to risks and
liabilities associated with pollution of the environment and disposal of waste
products occurring as a result of mineral exploration and production. Compliance
with these Australian laws and regulations will impose substantial costs on us
and will subject us to significant potential liabilities.
Costs
associated with environmental liabilities and compliance are expected to
increase with the increasing scale and scope of operations and we expect these
costs may increase in the future. We believe that our operations comply, in all
material respects, with all applicable Australian environmental regulations.
However, we are not insured at the current date against possible environmental
risks.
17
Any change to
government regulation/administrative practices may have a negative impact on our
ability to operate and our profitability.
The laws,
regulations, policies or current administrative practices of any government
body, organization or regulatory agency in Australia or any other applicable
jurisdiction, may be changed, applied or interpreted in a manner which will
fundamentally alter our ability to carry on business. New legislation and/or
regulations and orders may be adopted that may materially adversely affect our
mining operations, our cost structure and/or our customers' ability to use
bauxite. New legislation or administrative regulations (or judicial
interpretations of existing laws and regulations), including proposals related
to the protection of the environment that would further regulate the mining
industry in Australia, may also require us to change operations significantly or
incur increased costs. The actions, policies or regulations, or changes to the
actions, policies or regulations, of any government body or regulatory agency,
or other special interest groups, may have a detrimental effect on us. Any or
all of these situations may have a negative impact on our ability to operate
and/or our profitability.
The existence
of native title and/or native title claims in relation to our proposed tenement
holdings may have an adverse impact on our activities and our abilities to fund
these activities.
If native
title is determined to exist on our proposed tenement holdings, the grant of our
application to explore such tenement holdings may be delayed and we may be
liable for certain payments. In addition, if it is determined that Aboriginal
sites and objects exist on our proposed tenement holdings, we may be precluded
or limited from conducting any future mining activities. Further, the
disturbance of such sites and objects could potentially expose us to fines and
other penalties. To date, we are not aware of any native title and/or native
title claims in relation to our proposed tenement holdings.
We do not
carry any property or casualty insurance and do not intend to carry such
insurance in the near future, and liabilities for such hazards may negatively
affect our financial condition.
The search
for valuable minerals exposes us to numerous hazards. As a result, we may become
subject to liability for such hazards, including environmental pollution,
cave-ins, unusual or unexpected geological conditions, ground or slope failures,
changes in the regulatory environment and natural phenomena such as inclement
weather conditions, floods and earthquakes or other hazards that we cannot
insure against or against which we may elect not to insure. Such occurrences
could result in loss of or damage to our properties, personal injury or death,
environmental damage, delays, monetary losses and possible legal liability. You
could lose all or part of your investment if any such catastrophic event occurs.
We do not carry any insurance at this time, nor do we intend to carry property
or casualty insurance in the future, except that we will carry all insurance
that we are required to by law. Even if we do obtain insurance, it may not cover
all of the risks associated with our operations and may have limits that are
substantially less than our actual liabilities. We will not carry title
insurance. Should any events against which we are not insured actually occur, we
may become subject to substantial losses, costs and liabilities that will
adversely affect our financial condition.
Risks
Relating to Our Organization and Our Common Stock
If we fail to
maintain an effective system of internal control, we may not be able to report
our financial results accurately or to prevent fraud. Any inability to report
and file our financial results accurately and timely could harm our reputation
and adversely impact the trading price of our common stock.
It may be
time consuming, difficult and costly for us to implement the internal controls
and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire
additional financial reporting, internal controls and other finance personnel in
order to develop and implement appropriate internal controls and reporting
procedures. Effective internal control is necessary for us to provide reliable
financial reports and prevent fraud. If we cannot provide reliable financial
reports or prevent fraud, we may not be able to manage our business as
effectively as we would if an effective control environment existed, and our
business and reputation with investors may be harmed. In addition, if we are
unable to comply with the internal controls requirements of the Sarbanes-Oxley
Act, then we may not be able to obtain the independent accountant certifications
required by such act, which may preclude us from keeping our filings with the
SEC current and may adversely affect any market for, and the liquidity of, our
common stock.
18
Public
company compliance may make it more difficult for us to attract and retain
officers and directors.
The
Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have
required changes in corporate governance practices of public companies. As a
public company, we expect these new rules and regulations to increase our
compliance costs and to make certain activities more time consuming and costly.
As a public company, we also expect that these new rules and regulations may
make it more difficult and expensive for us to obtain director and officer
liability insurance in the future and we may be required to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the
same or similar coverage. As a result, it may be more difficult for us to
attract and retain qualified persons to serve on our Board of Directors or as
executive officers.
Because VAC
became public by means of a reverse acquisition with Holdings, we may not be
able to attract the attention of major brokerage firms.
There may be
risks associated with VAC becoming public through a "reverse acquisition."
Securities analysts of major brokerage firms may not provide coverage of us
since there is no incentive to brokerage firms to recommend the purchase of our
common stock. No assurance can be given that brokerage firms will, in the
future, want to conduct any secondary offerings on our behalf.
Our stock
price may be volatile.
The market
price of our common stock is likely to be highly volatile and could fluctuate
widely in price in response to various factors, many of which are beyond our
control, including the following:
|
·
|
changes
in our industry;
|
|
·
|
competitive
pricing pressures;
|
|
·
|
our
ability to obtain working capital
financing;
|
|
·
|
additions
or departures of key personnel;
|
|
·
|
limited
"public float" in the hands of a small number of persons whose sales or
lack of sales could result in positive or negative pricing pressure on the
market price for our common stock;
|
|
·
|
sales
of our common stock;
|
|
·
|
our
ability to execute our business
plan;
|
|
·
|
operating
results that fall below
expectations;
|
|
·
|
loss
of any strategic relationship;
|
|
·
|
regulatory
developments;
|
|
·
|
economic
and other external factors; and
|
|
·
|
period-to-period
fluctuations in our financial
results.
|
In addition,
the securities markets have from time to time experienced significant price and
volume fluctuations that are unrelated to the operating performance of
particular companies. These market fluctuations may also materially and
adversely affect the market price of our common stock.
19
We have not
paid dividends in the past and may not pay dividends in the future. Any return
on investment may be limited to the value of our common stock.
We have never
paid cash dividends on our common stock and do not anticipate doing so in the
foreseeable future. The payment of dividends on our common stock will depend on
earnings, financial condition and other business and economic factors affecting
us at such time as our Board of Directors may consider relevant. If we do not
pay dividends, our common stock may be less valuable because a return on your
investment will only occur if our stock price appreciates.
There is
currently no liquid trading market for our common stock and we cannot ensure
that one will ever develop or be sustained.
To date there
has been no liquid trading market for our common stock. We cannot predict how
liquid the market for our common stock might become. As soon as is practicable,
we anticipate applying for listing of our common stock on either the NYSE Amex
Equities, The Nasdaq Capital Market or other national securities exchange,
assuming that we can satisfy the initial listing standards for such exchange. We
currently do not satisfy the initial listing standards, and cannot ensure that
we will be able to satisfy such listing standards or that our common stock will
be accepted for listing on any such exchange. Should we fail to satisfy the
initial listing standards of such exchanges, or our common stock is otherwise
rejected for listing and remains quoted on the OTC Bulletin Board or is
suspended from the OTC Bulletin Board, the trading price of our common stock
could suffer and the trading market for our common stock may be less liquid and
our common stock price may be subject to increased volatility.
Furthermore,
for companies whose securities are quoted on the OTC Bulletin Board, it is more
difficult (1) to obtain accurate quotations, (2) to obtain coverage for
significant news events because major wire services generally do not publish
press releases about such companies, and (3) to obtain needed
capital.
Our common
stock may be deemed a "penny stock," which would make it more difficult for our
investors to sell their shares.
Our common
stock may be subject to the "penny stock" rules adopted under Section 15(g) of
the Exchange Act. The penny stock rules generally apply to companies whose
common stock is not listed on The Nasdaq Stock Market or other national
securities exchange and trades at less than $5.00 per share, other than
companies that have had average revenue of at least $6,000,000 for the last
three years or that have tangible net worth of at least $5,000,000 ($2,000,000
if the company has been operating for three or more years). These rules require,
among other things, that brokers who trade penny stock to persons other than
"established customers" complete certain documentation, make suitability
inquiries of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote
information under certain circumstances. Many brokers have decided not to trade
penny stocks because of the requirements of the penny stock rules and, as a
result, the number of broker-dealers willing to act as market makers in such
securities is limited. If we remain subject to the penny stock rules for any
significant period, it could have an adverse effect on the market, if any, for
our securities. If our securities are subject to the penny stock rules,
investors will find it more difficult to dispose of our securities.
Offers or
availability for sale of a substantial number of shares of our common stock may
cause the price of our common stock to decline.
If our
stockholders sell substantial amounts of our common stock in the public market,
including shares issued in a private placement upon the effectiveness of a
registration statement with respect to such shares, or upon the expiration of
any statutory holding period under Rule 144, or issued upon the exercise of
outstanding options or warrants, it could create a circumstance commonly
referred to as an "overhang" and in anticipation of which the market price of
our common stock could fall. The existence of an overhang, whether or not sales
have occurred or are occurring, also could make more difficult our ability to
raise additional financing through the sale of equity or equity-related
securities in the future at a time and price that we deem reasonable or
appropriate.
20
Because our
executive officers and two of our directors are affiliated with our majority
stockholder, they may have actual or potential interests that may depart from
those of our stockholders.
Our executive
officers and two of our directors are affiliated with our majority stockholder.
As a result, in addition to their board seats and offices, such persons will
have significant influence over and control all corporate actions requiring
stockholder approval, irrespective of how our other stockholders may vote,
including the following actions:
|
·
|
to
elect or defeat the election of our
directors;
|
|
·
|
to
amend or prevent amendment of our Certificate of Incorporation or
By-laws;
|
|
·
|
to
effect or prevent a merger, sale of assets or other corporate transaction;
and
|
|
·
|
to
control the outcome of any other matter submitted to our stockholders for
vote.
|
Such persons'
stock ownership may discourage a potential acquirer from making a tender offer
or otherwise attempting to obtain control of us, which in turn could reduce our
stock price or prevent our stockholders from realizing a premium over our stock
price.
Item
2. Properties.
The
Management Services Agreement requires that AGM provide us with suitable fully
serviced offices, which are located at Level 34, 50 Bridge Street, Sydney,
Australia 2000. We have obtained rights to the shared use of this office space,
which consists of approximately 2,000 square feet. We are obligated to pay AGM
$8,760.23 per month for the use of our office space for the fiscal year ended
June 30, 2009 and for the fiscal year ended June 30, 2010. The directors of AGM
have agreed to defer payment of these amounts until we raise further
funds.
Item
3. Legal Proceedings.
There is no
currently pending legal proceeding and, as far as we are aware, no governmental
authority is contemplating any proceeding to which we are a party or to which
any of our properties is subject.
Item
4. Submission of Matters to a Vote of Security Holders.
No matters
were submitted during the fourth quarter of the fiscal year covered by this
report to a vote of our stockholders through the solicitation of proxies or
otherwise.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity
Securities.
Our common
stock has been quoted on the OTC Bulletin Board since October 19, 2007. From
October 19, 2007 through September 26, 2008, our trading symbol was DUNM.OB and
since September 29, 2008 our trading symbol has been VOHO.OB. To date, there has
not been an active market for our common stock. The following table sets forth
the high and low bid prices for our common stock for the periods indicated, as
reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual
transactions.
21
|
Common
Stock
|
||
|
$ HIGH
|
$
LOW
|
|
|
Fiscal
Year Ending June 30, 2010
|
||
|
Second
Quarter (through October 22, 2009)
|
2.00
|
2.00
|
|
First
Quarter
|
5.20
|
5.20
|
|
Fiscal
Year Ending June 30, 2009
|
||
|
Fourth
Quarter
|
7.50
|
7.50
|
|
Third
Quarter
|
7.40
|
7.40
|
|
Second
Quarter
|
6.20
|
6.20
|
|
First
Quarter
|
0.00
|
0.00
|
|
Period
from June 11, 2008 to June 30, 2008
|
0.00
|
0.00
|
As of October
29, 2009, there were 103,995,765
shares of common stock issued and held of record by approximately 56 holders
(inclusive of those brokerage firms, clearing houses, banks and other nominee
holders, holding common stock for clients, with each such nominee being
considered as one holder).
We have not
paid cash dividends on our common stock. We currently intend to retain future
earnings, if any, to finance operations and expand our business and, therefore,
do not expect to pay any dividends on our common stock in the foreseeable
future.
On September
12, 2008, our Board of Directors adopted, and our stockholders approved, the
Volcan Holdings, Inc. 2008 Equity Incentive Plan, pursuant to which 40,000,000
shares of our common stock are reserved for issuance as awards to employees,
directors, consultants, and other service providers.
The following
table sets forth information as of June 30, 2009, with respect to compensation
plans under which shares of our common stock may be issued.
|
Plan
|
Number
of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights
|
Number
of Securities Remaining Available for Future Issuance Under Equity
Compensation Plans
|
|||||||||
|
Equity
Compensation Plans Approved by Security Holders
|
20,000,000 | $ | 1.00 | 20,000,000 | ||||||||
|
Equity
Compensation Plans Not Approved by Security Holders
|
-- | -- | -- | |||||||||
Item
7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
CAUTIONARY
STATEMENTS REGARDING FORWARD LOOKING STATEMENTS
This Annual Report contains certain
forward-looking statements regarding management’s plans and objectives for
future operations including plans and objectives relating to our marketing
efforts and future economic performance. Any statement in this Annual Report and
in the documents incorporated by reference into this Annual Report that is not a
statement of an historical fact constitutes a “forward-looking statement.”
Further, when we use the words “may,” “expect,” “anticipate,” “plan,” “believe,”
“seek,” “estimate,” “intend,” and similar words, we intend to identify
statements and expressions that may be forward-looking statements. We believe it
is important to communicate certain of our expectations to our investors. The
forward-looking statements and associated risks set forth in this Annual Report
include or relate to, among other things, (a) our projected sales and
profitability, (b) our growth strategies, (c) anticipated trends in our
industry, (d) our ability to obtain and retain sufficient capital for future
operations, (e) our anticipated needs for working capital, and (f) the
outcome of any litigation against us. These statements may be found
under Item 7, “MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS” and Item 1, “DESCRIPTION
OF BUSINESS,” as well
as in this Annual Report generally. Actual events or results may differ
materially from those discussed in forward-looking statements as a result of
various factors, including, without limitation, the risks outlined under Item
1A,”RISK
FACTORS” and matters
described in this Annual Report generally.
22
Reverse
Merger
On September
12, 2008, we completed a share exchange, pursuant to which we acquired all of
the capital stock of VAC and VAC became our wholly owned subsidiary. In
connection with this share exchange, we discontinued our former business and
succeeded to the business of VAC as our sole line of business. The share
exchange is being accounted for as a reverse acquisition and recapitalization.
VAC is the acquiror for accounting purposes and we were the acquired company.
Accordingly, VAC's historical financial statements for periods prior to the
acquisition became our financial statements retroactively restated for, and
giving effect to, the number of shares received in the Share Exchange. The
accumulated deficit of VAC is carried forward after the acquisition. Operations
reported for periods prior to the Share Exchange are those of VAC.
Overview
We are a
mineral exploration company that intends to explore prospective bauxite deposits
in New South Wales, Australia. We are in the exploration stages with no revenue
being generated now or in the near future. Our inception for accounting purposes
was June 11, 2008.
Critical
Accounting Policies
The
discussion and analysis of our financial condition presented in this section is
based upon our financial statements that have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of our financial statements and related disclosures requires us to make
estimates, assumptions and judgments that affect the reported amount of assets,
liabilities, revenue, costs and expenses, and related disclosures. We believe
that the estimates, assumptions and judgments involved in the accounting
policies described below have the greatest potential impact on our financial
statements and, therefore, consider these to be our critical accounting
policies. On an ongoing basis, we will evaluate our estimates and judgments and
the related financial statement impact.
Among the
estimates we have made in the preparation of the financial statements is an
estimate of our cash flows in making the disclosures about our liquidity in this
report. As an exploration stage company, many variables may affect our estimates
of cash flows that could materially alter our view of our liquidity and capital
requirements as our business develops.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Going
Concern Consideration
These
financial statements do not include any adjustments relating to the recovery of
the recorded assets or the classification of the liabilities that might be
necessary should we be unable to continue as a going concern. Our audited
financial statements have been prepared assuming we are a “going concern”. We
will continue to implement our business plan, attempt to raise debt and/or
equity based capital from related parties and/or third parties and seek out the
most efficient processes that will allow for the generation of positive cash
flows. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Income
Taxes
We account
for income taxes under the liability method in accordance with Statement of
Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No.
109”) under this method, deferred income tax assets and liabilities are
determined based on differences between the financial reporting and tax bases of
assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to
reverse.
23
We adopted
the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48
contains a two-step approach to recognizing and measuring uncertain tax
positions. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates it is more likely than
not, that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount, which is more than 50% likely of being
realized upon ultimate settlement. We consider many factors when evaluating and
estimating our tax positions and tax benefits, which may require periodic
adjustments. We did not record any liabilities for uncertain tax positions for
the fiscal year ended June 30, 2009 and for the period from June 11, 2008
(inception) to June 30, 2008.
Exploration
Stage Company
The SEC's
Exchange Act Guide 7 “Description of Property by Issuers Engaged or to be
Engaged in Significant Mining Operations” requires that mining companies in the
exploration stage should not refer to themselves as development stage companies
in their financial statements, even though such companies should comply with
Financial Accounting Board Statement No. 7, if applicable. We are an exploration
stage company under the SEC's Guide 7 and accordingly, we have not been referred
to as a development stage company in our financial statements. The balance
sheet, statement of operations, statement of equity and statement of cash flows
are all presented as those of an exploration stage company for the fiscal year
ended June 30, 2009 and for the period from June 11, 2008 (inception) to June
30, 2008.
Accounting
for Mineral Rights, Mineral Claim Payments and Exploration Costs
We are
primarily engaged in the acquisition, exploration and development of mineral
properties. Mineral property acquisition costs are initially capitalized as
tangible assets when purchased. At each fiscal quarter end, we intend to assess
these carrying costs for impairment. If proven and probable reserves are
established for a property and it has been determined that a mineral property
can be economically developed, capitalized costs will be depleted using the
units-of-production method over the estimated life of the probable
reserve.
Currently, we
expense all costs as incurred related to the acquisition and exploration of
mineral properties in which we have secured exploration rights prior to
establishment of proven and probable reserves. These costs include general
exploration costs and costs to maintain rights and leases associated with any
properties under exploration. To date, we have not established the commercial
feasibility of any exploration prospects; therefore, all costs are being
expensed.
Upon our
review of EITF No. 04-2, “Whether Mineral Rights are Tangible or Intangible
Assets”. EITF No. 04-2 establishes mineral rights as tangible assets, whereby
the aggregate carrying amount of such mineral rights should be reported as a
separate component of property, plant, and equipment. We had no such tangible
assets nor any related depletion expense for the fiscal year ended June 30, 2009
and for the period from June 11, 2008 (inception) to June 30, 2008.
The term
mineral rights is defined as the legal right to explore, extract, and retain at
least a portion of the benefits from mineral deposits.
Environmental
Remediation Costs
Environmental
remediation costs are accrued based on estimates of known environmental
remediation exposure. Such accruals are recorded even if significant
uncertainties exist over the ultimate cost of the remediation. It is reasonably
possible that our estimates of reclamation liabilities, if any, could change as
a result of changes in regulations, extent of environmental remediation
required, means of reclamation or cost estimates. Ongoing environmental
compliance costs, including maintenance and monitoring costs, are expensed as
incurred. There were no environmental remediation costs accrued at June 30, 2009
and June 30, 2008.
Financial
Statement Impact of these Critical Accounting Policies and
Estimates
24
We are still
in the exploration stage and have had nominal operations to date. These critical
policies and estimates have not materially impacted our financial statements
given our limited operations.
There has
been no change in any critical policies or estimates since our
inception.
Results
of Operations
Fiscal
Year Ended June 30, 2009 Compared to the Period from June 11, 2008 (inception)
to June 30, 2008
Revenues. For the fiscal year
ended June 30, 2009 and for the period from June 11, 2008 (inception) to June
30, 2008, we did not recognize any revenues.
Expenses. For
the fiscal year ended June 30, 2009, we incurred $1,227,433
in expenses, which consisted of stock
compensation of $420,000, professional fees of $534,414 and general and
administrative expenses of $273,019. For the period from June
11, 2008 (inception) to June 30, 2008, we incurred $214,909 in expenses, which
consisted of one-time expenses relating to the initial setup of
VAC.
Income Tax
Expense. We did not recognize any income tax expense for the fiscal year
ended June 30, 2009 and for the period from June 11, 2008 (inception) to June
30, 2008.
Other
Accounts Payable. For the
fiscal year ended June 30, 2009, we had other accounts payable of approximately
$765,000, which consisted of amounts due to a related party, AGM, for the
purchase of exploration and prospecting information and administration
services. These amounts largely related to work done by the
geological team in making this current discovery and in identifying this
opportunity for VAC. The reimbursement of these amounts are important
to retain the geological expertise that is currently available to VAC for VAC's
future development of these projects, which require specialist expert knowledge
of this particular area and geology. The geological team is mindful of the
current cash position of VAC and therefore have agreed to a staggered payment
plan that the directors believe will not materially affect the ability of VAC to
carry out its initial objectives in securing an independent verification of
inferred JORC resources on VAC's tenement. It is the view of the directors, that
such a resource statement should in normal market conditions make VAC eligible
for larger institutional funding. For the
period from June 11 (inception) to June 30, 2008, we had other accounts payable
of $1,449,905 consisting of amounts due to AGM for the purchase of exploration
and prospecting information and administration services.
Liquidity
and Capital Resources
For the
fiscal year ended June 30, 2009, we had cash and cash equivalents
of $92,062.
Based on our cash flow projections, we believe that we have
sufficient cash to satisfy our cash needs for approximately three
months. We will need to raise additional capital of at least $250,000
to enable us to have sufficient capital liquidity to complete the initial field
program to a level where we should be able to secure an independent resource
statement to JORC standard, which should in ordinary market conditions make VAC
eligible for larger institutional funding. If we are unable to raise additional
funds on a timely basis or at all, any progress with respect to our exploration
activities may be adversely affected.
Over the next
twelve months, we intend to use our cash on hand, together with any cash we are
able to raise in the future, on exploring the geology of our tenement holdings
through:
Aerial photo
and remote data interpretation. We intend to spend approximately $132,000 to
conduct and interpret airborne and/or satellite surveys of our proposed tenement
holdings.
High resolution image
based mapping and target selection. We intend to spend approximately
$203,300 to
conduct ground-based geological mapping and target selection of the bauxite and
other mineral deposits on our proposed tenement holdings.
Drilling, sampling
and sub-surface mapping. We intend to spend approximately $6,596,993 million
to perform drilling and sampling of bauxite deposits that we identify on our
tenement holdings.
25
Bulk sampling of
identified Bauxite deposits. We intend to spend approximately $707,080
to conduct bulk sampling of bauxite deposits that we identify on our proposed
tenement holdings.
Payment to
Shareholder. Pursuant to the terms of the Share Exchange, we have agreed
to pay $1.5 million to L'Hayyim Pty Ltd as trustee for The L'Hayyim Trust, our
principal shareholder, at the end of the first fiscal quarter in which we have
cash on hand of at least $5 million. It is unlikely for this to be achieved over
the next twelve months, and therefore unlikely that any such payment will be
made in this initial period.
Related Party
Transaction. We have paid approximately $200,000
to AGM for the provision of exploration and prospecting information. The
remaining funds will be paid when more funds are raised, and/or when our
liquidity allows.
Other expected uses
of proceeds. Our other expected uses of cash during the next twelve
months are for our general and administrative expenses, including approximately
$455,000 of
payments to AGM pursuant to our Management Services Agreement for rent, the
wages of the expert geological team and their basic office expenses. In
addition, we are obligated to pay AGM an additional $350,000
for the services of our executive officers. Finally, we are
obligated to make payments to one of our directors in the amount of $50,000
per year. To date, in light of our current financial situation, AGM has
agreed to defer any payments to it with respect to the services of our officers.
In addition, the director has agreed to defer any payments owed to him until our
liquidity situation improves
To the extent
our cash on hand, together with any cash we are able to raise in the future,
does not cover the amount of our planned expenditures above, the expenditures
listed above will be reduced pro rata.
We do not
expect any purchases of plant and equipment we make during fiscal 2010 to be
material. Nor do we intend to engage in any material sales and marketing efforts
during such period. As our prospects are in the early exploration phase, we do
not anticipate generating any revenues from operations for several years, if
ever. We may also consider selling the project if management determines that an
appropriate price can be obtained. For the period from June 11
(inception) to June 30, 2008, we had cash and cash equivalents of
$96.
Off-Balance
Sheet Arrangements
We did not
engage in any off balance sheet arrangements during the fiscal year ended June
30, 2009 and the period from June 11, 2008 (inception) to June 30,
2008.
Recent
Accounting Pronouncements
In January
2008, the SEC released Staff Accounting Bulletin (“SAB”) No. 110, which amends
SAB No. 107 which provided a simplified approach for estimating the expected
term of a “plain vanilla” option, which is required for application of the
Black-Scholes option pricing model (and other models) for valuing share options.
At the time, the staff of the SEC (the “Staff”) acknowledged that, for companies
choosing not to rely on their own historical option exercise data (i.e., because
such data did not provide a reasonable basis for estimating the term),
information about exercise patterns with respect to plain vanilla options
granted by other companies might not be available in the near term; accordingly,
in SAB No. 107, the Staff permitted use of a simplified approach for estimating
the term of plain vanilla options granted on or before December 31, 2007. The
information concerning exercise behavior that the Staff contemplated would be
available by such date has not materialized for many companies. Thus, in SAB No.
110, the Staff continues to allow use of the simplified rule for estimating the
expected term of plain vanilla options until such time as the relevant data
becomes widely available. We do not expect its adoption of SAB No. 110 to have a
material impact on our financial position, results of operations or cash
flows.
Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
26
Please see
our financial statements beginning on page F-1.
Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There have
been no disagreements with our accountants since our formation that are required
to be disclosed pursuant to Item 304(b) of Regulation S-K. On October
1, 2009, we changed auditors as reported in our Form 8-K filed on October 1,
2009.
Item
9A(T). Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
As required
by Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), our Chief Executive Officer and Principal Accounting Officer
carried out an evaluation under the supervision and with the participation of
our management, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of
the end of the period covered by this report. Based on the foregoing evaluation,
we have concluded that our disclosure controls and procedures are effective in
timely alerting them to material information required to be included in our
periodic filings with the SEC and to ensure that information required to be
disclosed in our periodic filings with the SEC is accumulated and communicated
to our management, including our Chief Executive Officer and Principal
Accounting Officer, to allow timely decisions regarding required
disclosures.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over
financial reporting is designed to provide reasonable assurance regarding the
(i) effectiveness and efficiency of operations, (ii) reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, and (iii) compliance
with applicable laws and regulations. Our internal controls framework is based
on the criteria set forth in the Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
Because of
its inherent limitations, 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 because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management’s
assessment of our internal control over financial reporting is as of the year
ended June 30, 2009. We believe that internal control over financial reporting
is effective. We have not identified any, current material weaknesses
considering the nature and extent of our current operations and any risks or
errors in financial reporting under current operations.
This annual
report on Form 10-K does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permits us 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 during the fourth
quarter of the fiscal year ended June 30, 2009 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
27
Item
9B. Other Information.
None.
PART
III
Item
10. Directors, Executive Officers and Corporate
Governance.
Our Board of
Directors consists of three directors. Our bylaws allow for the number of
directors to be set by the Board of Directors. Directors are elected annually to
serve one-year terms.
Set forth
below is information concerning our directors and executive
officers:
|
Name
|
Age
|
Position
|
|
Pnina
Feldman
|
63
|
Director,
Chief Executive Officer, President and Chairman
|
|
Sholom
Feldman
|
33
|
Director,
Secretary, Treasurer and Principal Accounting Officer
|
|
Paul
Stephenson
|
49
|
Director
|
Directors
and Officers
Pnina Feldman
has served as our Chief Executive Officer and President since the consummation
of the Share Exchange on September 12, 2008. Mrs. Feldman co-founded VAC in June
2008. Mrs. Feldman has served as a Director of AGM since April 1996 and she and
her husband are the only shareholders of AGM. Mrs. Feldman has been active in
the mineral exploration industry for 15 years, during which time she has
sourced, negotiated, and developed exploration and resource projects across
Australia and internationally. She was the founder and executive Chairperson
from 1997 to 2005 of Diamond Rose NL, a company that is listed on the Australian
Securities Exchange. She has been deeply involved with numerous communal,
educational, charitable and women's awareness initiatives, and in 2007 received
the Wentworth Community Award for outstanding community service. Mrs. Feldman is
the current Chair and an Executive Director of Australian Gold Investments
Limited, an Australian Securities Exchange listed company, which she founded in
April 2007.
Sholom Feldman
has served as our Secretary, Treasurer and Principal Accounting Officer since
the consummation of the Share Exchange on September 12, 2008. Mr. Feldman
co-founded VAC in June 2008. Mr. Feldman has been an employee of AGM since 1999
and his services have been contracted out by AGM to manage various companies,
investments and projects. Mr. Feldman has extensive experience in general
commercial management, has performed advisory and company secretarial work for
companies listed on the Australian Securities Exchange as well as unlisted
companies, and has managed both private and Australian listed exploration
companies. Between 1999 and 2005, Mr. Feldman was General Manager of Diamond
Rose NL. Mr. Feldman has been involved in negotiating, financing, developing and
managing many exploration projects internationally, including the negotiating
and sale to Murchison Metals Limited of iron ore tenements comprising the
Pilbara Iron Ore Project and purchase of the Guanaco Mine in Chile from the
Canadian Kinross Corporation, and subsequently their Australian gold assets
including the Norseman and Broads Dam Gold Projects. Mr. Feldman is an Executive
Director and Company Secretary of Australian Gold Investments Limited, an
Australian Securities Exchange listed company, and he currently serves as a
director and manager of a number of private companies.
Paul
Stephenson has served as a member of our Board of Directors since the
consummation of the Share Exchange on September 12, 2008. Mr. Stephenson has
degrees in law and the arts (history) and is a partner with the Australian
national law firm, HWL Ebsworth Lawyers. He practices in the areas of public and
private fundraising, initial public offerings and mergers and acquisitions
involving both public and private companies. He has also worked for companies
listed in multiple jurisdictions. Mr. Stephenson has a wide experience in
industry sectors including pay television, retailing, mining and resources,
financial markets, mobile telephony, automated teller machines and listed
investment companies and trusts. Of particular relevance to us, he has worked on
the initial public offerings of mining resource companies and has also worked
for these clients in relation to other commercial, corporate, fundraising and
compliance work.
28
Key
Service Providers
Dr. Simon Pecover,
M.Sc., Ph.D. Dr. Pecover is an employee of AGM, and he provides services
to us as our Head Geoscientist through our Management Services Agreement. Dr.
Pecover is a geoscientist with over 30 years of experience in the minerals
industry. His qualifications include a Ph.D. from the University of Sydney. He
has held a wide variety of positions including as minerals project geologist in
the New South Wales Geological Survey, chief geologist and directorship
positions in both public and private companies, senior ecologist and project
manager for a large environmental consultancy, and as lecturer in economic
geology and ore deposit formation at the University of Technology, Sydney. He
has also worked on exploration and mine development projects in Thailand and
China.
Dr. Robert Coenraads,
B.Sc., Ph.D. Dr. Robert Coenraads is an employee of AGM, and he provides
services to us as a Geoscientist through our Management Services Agreement. Dr.
Coenraads is a qualified geologist, geophysicist and gemologist with over 30
years experience in exploration and mining worldwide. He has written four
internationally published books on geology, over 40 scientific papers, and
numerous unpublished independent and company reports. Dr. Coenraads is a Fellow
of the Australasian Institute of Mining and Metallurgy (AusIMM) and Fellow of
the Gemmological Association of Australia (GAA). He completed his Ph.D. at
Macquarie University, Sydney, his Diploma in Gemmology at the GAA, his M.Sc. at
the University of British Columbia, Vancouver and his B.A. with honors in
geology and geophysics at Macquarie University.
There are no
family relationships among any of our directors and executive officers, except
that Pnina Feldman and Sholom Feldman are mother and son.
Code
of Ethics
We intend to
adopt a code of ethics that applies to our officers, directors and employees,
including our Chief Executive Officer and Principal Accounting Officer, but have
not done so to date due to our relatively small size.
Board
Committees
We expect our
Board of Directors, in the future, to appoint an audit committee, nominating
committee and compensation committee, and to adopt charters relative to each
such committee. We intend to appoint such persons to committees of the Board of
Directors as are expected to be required to meet the corporate governance
requirements imposed by a national securities exchange, although we are not
required to comply with such requirements until we elect to seek listing on a
national securities exchange.
2008
Equity Incentive Plan
We have
adopted the Volcan Holdings, Inc. 2008 Equity Incentive Plan, pursuant to which
40,000,000 shares of our common stock are reserved for issuance as awards to
employees, directors, consultants, and other service providers. The purpose of
the 2008 Plan is to provide an incentive to attract and retain directors,
officers, consultants, advisors and employees whose services are considered
valuable, to encourage a sense of proprietorship and to stimulate an active
interest of such persons into our development and financial success. Under the
2008 Plan, we are authorized to issue incentive stock options intended to
qualify under Section 422 of the Code, non-qualified stock options and
restricted stock. The 2008 Plan will be administered by our Board of Directors
until such time as such authority has been delegated to a committee of the Board
of Directors. Options to purchase 20,000,000 shares of our common stock at $1.00
per share were granted to AGM pursuant to the 2008 Plan on September 12,
2008.
Management
Incentive Warrants
We have
agreed to grant to L'Hayyim Pty Ltd Management Incentive Warrants to purchase up
to an aggregate of 100,000,000 shares of our common stock upon achieving certain
major milestones.
29
To the extent
vested, the Management Incentive Warrants will be exercisable for five years
after the applicable vesting date at an exercise price of $1.00 per share. The
Management Incentive Warrants shall vest, with respect to 20% of the shares,
upon each conclusion of an independent report that gives us an inferred JORC
resource of at least 100 million, 200 million, 300 million, 400 million and 500
million tons of bauxite.
Director
Compensation
The following
table sets forth director compensation for the fiscal year ended June 30,
2009.
|
Name
|
Fees
earned or paid in cash ($)
|
Total
($)
|
|
Paul
Stephenson
|
$50,000
(1)
|
$50,000
(1)
|
|
(1)
|
Mr.
Stephenson’s compensation of $50,000 was accrued during the fiscal year
ended June 30, 2009 and not paid. Mr. Stephenson has agreed to
defer any payments owed to him until our liquidity situation
improves.
|
Directors’
and Officers’ Indemnity
We have
entered into indemnification agreements with key officers and directors and such
persons shall also have indemnification rights under applicable laws, and our
certificate of incorporation and bylaws.
Item
11. Executive Compensation.
|
Name
and principal position
|
Year
|
All
Other Compensation ($)
|
Total
($)
|
|
Pnina
Feldman, Chief Executive Officer and President
|
Fiscal
year ended June 30, 2009
|
$175,000
(1)
|
$175,000
(1)
|
|
The
period from June 11, 2008 (Inception) through June 30,
2008
|
$0
|
$0
|
|
|
Sholom
Feldman, Treasurer and Secretary
|
Fiscal
year ended June 30, 2009
|
$175,000
(1)
|
$175,000
(1)
|
|
The
period from June 11, 2008 (Inception) through June 30,
2008
|
$0
|
$0
|
|
(1)
|
We
have agreed to pay AGM a retainer of $175,000 with respect to each of Ms.
Feldman and Mr. Feldman during the year ended June 30,
2009. However, AGM has agreed to defer any payments owed to it
until our liquidity situation
improves.
|
Ms. Feldman
and Mr. Feldman did not receive any compensation from us or from AGM during the
period from June 11, 2008 through June 30, 2008.
Outstanding
Equity Awards At Fiscal Year-End
The following
table provides certain information concerning unexercised options, stock that
has not vested, and equity incentive plan awards held by each of our Named
Executive Officers that were outstanding as of June 30, 2009.
30
|
Name
|
Number
of
Securities
Underlying Unexercised Options
(#)
Exercisable
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
|
Pnina
Feldman
|
6,666,667
|
13,333,333
|
$1.00
|
September
12, 2018
|
We granted
options to purchase 20,000,000 shares of our common stock at $1.00 per share to
AGM pursuant to the Volcan Holdings, Inc. 2008 Equity Incentive
Plan. One third of these options vest on each of September 12, 2009,
September 12, 2010 and September 12, 2011. Ms. Feldman and her
husband are the sole owners of AGM.
Item
12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following
tables set forth certain information as of October 29, 2009 regarding the
beneficial ownership of our common stock by (i) each person or entity who, to
our knowledge, beneficially owns more than 5% of our common stock; (ii) each
executive officer; (iii) each director; and (iv) all of our officers and
directors as a group. Unless otherwise indicated in the footnotes to the
following table, each of the stockholders named in the table has sole voting and
investment power with respect to the shares of our common stock beneficially
owned. The address of each of the stockholders listed below is: c/o Volcan
Holdings, Inc, Level 34, 50 Bridge Street, Sydney 2000, Australia.
|
Common
Stock
|
||||
|
Name of Beneficial Owner
|
Shares
Beneficially Owned (1)
|
Percent
of Class(2)
|
||
|
Directors
and Executive Officers
|
||||
|
Pnina
Feldman
|
96,666,667
(3)(4)(7)
|
87.55%
|
||
|
Sholom
Feldman
|
0
|
0%
|
||
|
Paul
Stephenson
|
0
|
0%
|
||
|
Directors
and Executive Officers as a Group (3 persons)
|
96,666,667
(3)(4)(7)
|
87.55%
|
||
|
Certain
Persons
|
||||
|
L’Hayyim
Pty Ltd as trustee for The L’Hayyim Trust (7)
|
90,000,000
(3)
|
81.51%
|
||
|
Australia
Gemstone Mining Services Pty Limited (7)
|
6,666,667
(5)
|
6.04%
|
||
|
(1)
|
Unless
otherwise indicated, includes shares owned by a spouse, minor children,
and relatives sharing the same home, as well as entities owned or
controlled by the named beneficial
owner.
|
|
(2)
|
Based
on 103,364,337 shares of our common stock
outstanding.
|
|
(3)
|
Does
not include 100,000,000 shares of our common stock issuable to L'Hayyim
Pty Ltd as trustee for The L’Hayyim Trust upon exercise of Management
Incentive Warrants that are subject to certain significant vesting
milestones that have not been achieved as of October 26,
2009.
|
|
(4)
|
Includes
(i) 90,000,000 shares of our common stock held by L’Hayyim Pty Ltd as
trustee for The L’Hayyim Trust and (ii) 6,666,667 shares of our common
stock issuable upon exercise of options granted under our 2008 Equity
Incentive Plan to AGM.
|
31
|
(5)
|
Includes
6,666,667 shares of our common stock issuable upon exercise of currently
exercisable options granted under our 2008 Equity Incentive
Plan.
|
|
(6)
|
The
sole stockholders of each of L’Hayyim Pty Ltd and AGM are Pnina Feldman
and her husband, Pinchus Feldman, who have dispositive and voting control
over the shares owned by these
entities.
|
Item
13. Certain Relationships and Related Transactions, and Director
Independence.
Management
Services Agreement
General
We are party
to that certain Management Services Agreement, dated as of July 1, 2008, with
AGM, which is owned and controlled by Pnina Feldman, a member of our Board of
Directors and our Chief Executive Officer. Pursuant to the Management Services
Agreement, four Key Persons provide executive and corporate services to us,
including geological and technical expertise. During the term of the Management
Services Agreement, we will pay AGM a retainer of $175,000 per annum (plus the
required GST) with respect to each Key Person, being the two chief
geoscientists, Dr. Simon Pecover and Dr. Robert Coenraads, and the two executive
directors, Pnina Feldman and Sholom Feldman, for an aggregate amount of $700,000
(plus GST) per annum. However, the directors of AGM have agreed not to take any
money for the wages of the Key Persons until further funds are raised. In
addition, we are not required to pay any additional fees, including director’s
fees, to AGM or the Key Persons personally with respect to the services to be
provided by the Key Persons to us. Should we need further executive personnel,
or if our operations expand to require further services than currently required
from the Key Persons as set out in the Management Services Agreement, then AGM
may provide such additional services to us on reasonable arm’s-length terms as
approved by our independent directors or by our shareholders in a general
meeting.
Neither we
nor AGM may terminate the Management Services Agreement prior to July 1, 2010,
except that we may terminate the Management Services Agreement immediately if
any of the following events occur:
|
·
|
AGM
or any of its directors, officers, employees or agents is guilty of gross
misconduct in relation to the provision of the services to
us;
|
|
·
|
AGM
suffers an Insolvency Event (as defined in the Management Services
Agreement);
|
|
·
|
the
Key Persons engage in any willful or grossly negligent conduct which is
likely, in our reasonable opinion, to be detrimental to us;
or
|
|
·
|
AGM
is guilty of any gross default, breach, non-observance or non-performance
of any of the terms and conditions contained in the Management Services
Agreement.
|
However, no
provision of the Management Services Agreement precludes any of our Key Persons
from terminating their services to us at any time and for any or for no reason
by terminating their employment with AGM. Furthermore, if any of our Key Persons
do terminate their employment with AGM, the Management Services Agreement does
not grant us the authority to require AGM to hire a replacement that is
acceptable to us.
AGM may also
provide additional administrative services to us, such as secretarial,
accounting and office management services. These services will be provided on
reasonable arm’s-length terms as approved by our independent
directors.
Property
The
Management Services Agreement requires that AGM provide us with suitable fully
serviced offices, which are located at Level 34, 50 Bridge Street, Sydney,
Australia 2000. We have obtained rights to the shared use of this office space,
which consists of approximately 2,000 square feet. We pay AGM $8,760.23 per
month for the use of our office space for the fiscal years ended June 30, 2009
and June 30, 2010. The directors of AGM have agreed to defer payment of these
amounts until we raise further funds.
32
Repayment
of Obligations to AGM
When we
generate sufficient revenue, we plan to use approximately $1.4 million to repay
our obligations to AGM under the Management Services Agreement, arising out of
the purchase of exploration and prospecting information and administration
services and rental fees. As detailed in "Other Accounts Payable" on
page 25 above,
AGM had paid for the license application and had access to all the intellectual
property relating to these licenses that was procured as a result of all the
work done in that area by members of AGM’s geological team. AGM made this
intellectual property available to VAC in return for the payment mentioned
above.
Relationship
with Paul Stephenson
Mr.
Stephenson has served as a member of our Board of Directors since the
consummation of the Share Exchange. Mr. Stephenson is a partner with the
Australian national law firm, HWL Ebsworth Lawyers, which serves as our
principal counsel in Australia. From the date of his appointment, Mr. Stephenson
has not provided legal services to us on behalf of HWL Ebsworth Lawyers. He
serves as a member of our Board of Directors in his personal capacity, not in
his capacity as a partner of HWL Ebsworth Lawyers. HWL Ebsworth Lawyers does not
receive any consideration in connection with Mr. Stephenson’s service on our
Board of Directors.
Item
14. Principal Accountant Fees and Services.
Fees billed
for services provided by Li & Company, PC (“Li”) and Nexia Court & Co.,
Chartered Accountants (“Nexia”) relating to the fiscal year ended June 30, 2009
and the period from June 11, 2008 to June 30, 2008 were as follows:
Audit
Fees
Li has not
yet billed us for audit services relating to the fiscal year ended June 30,
2009. We
appointed Li as our independent registered public accounting firm on October 1,
2009.
Audit fees
billed by Nexia for the fiscal year ended June 30, 2009 and for the period from
June 11, 2008 to June 30, 2009 totaled approximately $29,965. These
fees were billed for professional services rendered for the review of our
quarterly financial statements and review of our financial statements for the
period from June 11, 2008 to June 30, 2008. We terminated the
engagement of Nexia as our independent registered public accounting firm as of
October 1, 2009.
Audit-Related
Fees
Li has not
yet billed us for audit-related services for the fiscal year ended June 30,
2009. Audit-related fees billed by Nexia for the fiscal year ended
June 30, 2009 and for the period from June 11, 2008 to June 30, 2009 totaled
approximately $10,000.
Tax
Fees
No tax fees
have been paid to either Li or Nexia for any period.
All
Other Fees
No other fees
other than those set out above have been paid to either Li or
Nexia.
33
PART
IV
Item
15. Exhibits and Financial Statement Schedules.
We have filed
the following documents as part of this report on Form 10-K:
1. Financial Statements. The
audited consolidated financial statements of Volcan Holdings, Inc. required by
Part II, Item 8, of this report on Form 10-K, which are listed on page F-1
of this annual report on Form 10-K, including the notes thereto and the report
of our independent registered public accounting firm.
2. Financial Statement
Schedules. We have not filed any financial statement schedules as part of
this report on Form 10-K because these schedules are not required or because the
information required to be included in these schedules has been included in our
audited consolidated financial statements or the notes thereto.
3. Exhibits. The following
exhibits have been filed as part of or incorporated by reference in this annual
report on Form 10-K:
|
EXHIBIT
NUMBER
|
DESCRIPTION
|
|
|
2.1
|
Share
Exchange Agreement, dated as of September 12, 2008, by and among Volcan
Holdings, Inc., Volcan Australia Corporation Pty Ltd and the sole
shareholder of Volcan Australia Corporation Pty
Ltd (Incorporated herein by reference from Exhibit 2.1 to our
Form 8-K filed with the SEC on September 17, 2008).
|
|
|
3.1
|
Certificate
of Incorporation (Incorporated herein by reference from Exhibit 3.1 to our
Form 8-K filed with the SEC on September 12, 2008)
|
|
|
3.2
|
Bylaws
(Incorporated herein by reference from Exhibit 3.2 to our Form 8-K filed
with the SEC on September 12, 2008)
|
|
|
10.1
|
Form
of Subscription Agreement for September 12, 2009 Private Placement
(Incorporated herein by reference from Exhibit 10.1 to our Form 8-K filed
with the SEC on September 17, 2008).
|
|
|
10.2
|
Form
of Investor Warrant for September 12, 2009 Private Placement (Incorporated
herein by reference from Exhibit 10.2 to our Form 8-K filed with the SEC
on September 17, 2008)
|
|
|
10.3
|
Form
of Directors and Officers Indemnification Agreement (Incorporated herein
by reference from Exhibit 10.3 to our Form 8-K filed with the SEC on
September 17, 2008).
|
|
|
10.4
|
Management
Service Agreement, dated July 1, 2008, by and between Volcan Australia
Corporation Pty Ltd and Australian Gemstone Mining Pty Ltd. (Incorporated
herein by reference from Exhibit 10.4 to our Form 8-K filed with the SEC
on September 17, 2008).
|
|
|
10.5
|
Volcan
Holdings, Inc. 2008 Equity Incentive Plan (Incorporated herein by
reference from Exhibit 10.5 to our Form 8-K filed with the SEC on
September 17, 2008).
|
|
|
10.6
|
Form
of 2008 Incentive Stock Option Agreement (Incorporated herein by reference
from Exhibit 10.6 to our Form 8-K filed with the SEC on September 17,
2008).
|
|
|
10.7
|
Form
of 2008 Non-Qualified Stock Option Agreement (Incorporated herein by
reference from Exhibit 10.7 to our Form 8-K filed with the SEC on
September 17, 2008).
|
34
|
EXHIBIT
NUMBE
|
DESCRIPTION | |
|
10.8
|
Agreement
of Conveyance, Transfer and Assignment of Assets and Assumptions of
Obligations, dated as of September 12, 2008, between Volcan Holdings, Inc.
and Dunn Mining Holdings, Inc. (Incorporated herein by reference from
Exhibit 10.8 to our Form 8-K filed with the SEC on September 17,
2008).
|
|
|
10.9
|
Stock
Purchase Agreement, dated as of September 12, 2008 between Volcan
Holdings, Inc. and Gregory Paul Byrne (Incorporated herein by reference
from Exhibit 10.9 to our Form 8-K filed with the SEC on September 17,
2008).
|
|
|
10.10
|
Form
of Management Incentive Warrant (Incorporated herein by reference from
Exhibit 10.11 to our Form 8-K filed with the SEC on September 17,
2008).
|
|
|
10.11
|
Form
of Subscription Agreement (Incorporated herein by reference from Exhibit
10.1 to our Form 8-K filed with the SEC on March 9,
2009).
|
|
|
10.12
|
Form
of Warrant (Incorporated herein by reference from Exhibit 10.2 to our Form
8-K filed with the SEC on March 9, 2009).
|
|
|
21.1*
|
Subsidiaries
of Volcan Holdings, Inc.
|
|
|
31.1*
|
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
31.2*
|
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
32.1*
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
32.2*
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
____________
* Filed
herewith
35
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Form 10-K to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
VOLCAN
HOLDINGS, INC.
|
|
|
October
29, 2009
|
/s/Pnina Feldman |
|
Pnina
Feldman, President and Chief Executive Officer
|
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates as in
|
Signature
|
Capacity
in which Signed
|
Date
|
||
| /s/ Pnina Feldman | ||||
|
Pnina
Feldman
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
October
29, 2009
|
||
| /s/ Sholom Feldman | ||||
|
Sholom
Feldman
|
Treasurer
and Secretary
(Principal
Financial Officer)
|
October
29, 2009
|
||
| /s/ Paul Stephenson | ||||
|
Paul Stephenson
|
Director
|
October
29, 2009
|
36
VOLCAN
HOLDINGS, INC.
Index to
Financial Statements
| Report of Independent Registered Public Accounting Firm | F-2 |
| Balance Sheets at June 30, 2009 and 2008 | F-3 |
| Statements of Operations for the Fiscal Year Ended June 30, 2009, for the Period from June 11, 2008 (Inception) through June 30, 2008 and for the Period from June 11, 2008 (Inception) through June 30, 2009 | F-4 |
| Statement of Stockholders’ Equity (Deficit) for the Period from June 11, 2008 (Inception) through June 30, 2009 | F-5 |
| Statements of Cash Flows for the Fiscal Year Ended June 30, 2009, for the Period from June 11, 2008 (Inception) through June 30, 2008, and for the Period from June 11, 2008 (Inception) through June 30, 2009 | F-6 |
| Notes to the Financial Statements | F-8 |
F-1
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Stockholders of
Volcan
Holdings, Inc.
(An
exploration stage company)
Sydney,
Australia
We have
audited the accompanying consolidated balance sheets of Volcan Holdings, Inc.
(an exploration stage company) (the “Company”) as of June 30, 2009 and 2008 and
the related statement of operations, stockholders equity (deficit) and cash
flows for the fiscal year ended June 30, 2009, for the period from June 11, 2008
(Inception) through June 30, 2008 and for the period from June 11, 2008
(Inception) through June 30, 2009. These financial statements are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audit.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of June 30, 2009 and
2008 and the results of its operations and its cash flows for the fiscal year
ended June 30, 2009, for the period from June 11, 2008 (Inception) through June
30, 2008 and for the period from June 11, 2008 (Inception) through June 30, 2009
in conformity with accounting principles generally accepted in the United States
of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company had a negative working capital and a deficit
accumulated during the exploration stage at June 30, 2009 and had a net loss and
cash used in operations for the fiscal year ended June 30, 2009, with no
revenues during the period. These factors raise substantial doubt
about the Company’s ability to continue as a going concern. Management’s plans
in regards to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/Li & Company,
PC
Li &
Company, PC
Skillman,
New Jersey
October
27, 2009
F-2
VOLCAN
HOLDINGS, INC.
(An
Exploration Stage Company)
Consolidated
Balance Sheets
|
June
30,
|
June
30,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 92,062 | $ | 96 | ||||
|
Other
receivables
|
131,602 | 130,624 | ||||||
|
Deposit
|
115,080 | - | ||||||
|
Total
current assets
|
338,744 | 130,720 | ||||||
|
Exploration
permits and licenses
|
1,473,189 | 1,101,027 | ||||||
|
TOTAL
ASSETS
|
$ | 1,811,933 | $ | 1,231,747 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable
|
$ | 1,564,199 | $ | 1,449,905 | ||||
|
Advances
from stockholder
|
86,258 | - | ||||||
|
Common
stock to be issued
|
13,300 | - | ||||||
|
Total
current liabilities
|
1,663,757 | 1,449,905 | ||||||
|
Stockholders'
Equity (Deficit):
|
||||||||
|
Common
stock: $0.001 par value; 300,000,000 shares authorized; 103,995,765 and
100,000,000 shares issued and outstanding, respectively
|
103,996 | 100,000 | ||||||
|
Additional
paid-in capital
|
1,588,953 | (99,904 | ) | |||||
|
Deferred
compensation
|
(87,500 | ) | - | |||||
|
Deficit
accumulated during the exploration stage
|
(1,433,240 | ) | (214,909 | ) | ||||
|
Accumulated
other comprehensive income (loss):
|
||||||||
|
Foreign
currency translation gain (loss)
|
(24,033 | ) | (3,345 | ) | ||||
|
Total
stockholder’s equity (deficit)
|
148,176 | (218,158 | ) | |||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 1,811,933 | $ | 1,231,747 | ||||
See
accompanying notes to the financial statements.
F-3
VOLCAN
HOLDINGS, INC.
(An
Exploration Stage Company)
Consolidated
Statements of Operations
(Unaudited)
|
For
The
|
For
The
|
|||||||||||
|
Period
From
|
Period
From
|
|||||||||||
|
For
The
|
June
11, 2008
|
June
11, 2008
|
||||||||||
|
Fiscal
Year
|
(Inception)
|
(Inception)
|
||||||||||
|
Ended
|
Through
|
Through
|
||||||||||
|
June
30,
|
June
30,
|
June
30,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
|
||||||||||||
|
Stock
compensation
|
$ | 420,000 | $ | - | $ | 420,000 | ||||||
|
Professional
fees
|
534,414 | - | 534,414 | |||||||||
|
General
and administrative
|
273,019 | 214,909 | 487,928 | |||||||||
|
Total
operating expenses
|
1,227,433 | 214,909 | 1,442,342 | |||||||||
|
Other
(income) expenses:
|
||||||||||||
|
(Gain)
on foreign exchange transactions
|
(3,544 | ) | - | (3,544 | ) | |||||||
|
Interest
(income)
|
(5,558 | ) | - | (5,558 | ) | |||||||
|
Net
loss
|
$ | (1,218,331 | ) | $ | (214,909 | ) | $ | (1,433,240 | ) | |||
|
|
||||||||||||
|
Net
loss per common share - basic and diluted
|
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
|
Weighted
average number of common shares outstanding – basic and
diluted
|
102,946,529 | 100,000,000 | 102,800,737 | |||||||||
See
accompanying notes to the financial statements.
F-4
See
accompanying notes to the financial statements.
VOLCAN
HOLDINGS, INC.
(An
Exploration Stage Company)
Consolidated
Statement of Stockholders’ Equity (Deficit)
For
the Period from June 11, 2008 (Inception) through June 30, 2009
| Deficit |
Other
Comprehensive
Income
(Loss)
|
|||||||||||||||||||||||||||
|
Common
Shares
|
Amount
|
Additional
Paid-in Capital
|
Deferred
Compensation
|
Accumulated
During
the
Exploration
Stage
|
Foreign
Currency
Translation
Gain
(Loss)
|
Total
|
||||||||||||||||||||||
|
Balance,
June 11, 2008 (inception)
|
5,620,000 | $ | 5,620 | $ | 19,380 | $ | - | $ | - | $ | - | $ | 25,000 | |||||||||||||||
|
Effect
of 1 for 6.1728395 forward stock split
|
29,071,358 | 29,071 | (29,071 | ) | - | |||||||||||||||||||||||
|
Issuance
of common stock in connection with reverse acquisition
|
90,000,000 | 90,000 | (114,904 | ) | (24,904 | ) | ||||||||||||||||||||||
|
Cancellation
of common stock in connection with reverse acquisition
|
(24,691,358 | ) | (24,691 | ) | 24,691 | - | ||||||||||||||||||||||
|
Comprehensive
loss
|
||||||||||||||||||||||||||||
|
Net
loss
|
(214,909 | ) | (214,909 | ) | ||||||||||||||||||||||||
|
Foreign
currency translation loss
|
(3,345 | ) | (3,345 | ) | ||||||||||||||||||||||||
|
Total
comprehensive loss
|
(218,254 | ) | ||||||||||||||||||||||||||
|
Balance
June 30, 2008
|
100,000,000 | 100,000 | (99,904 | ) | - | (214,909 | ) | (3,345 | ) | (218,158 | ) | |||||||||||||||||
|
Issuance
of common stock for cash (net of costs of $125,666)
|
3,745,765 | 3,746 | 1,145,038 | 1,148,784 | ||||||||||||||||||||||||
|
Issuance
of warrants in connection with common stock
|
36,569 | 36,569 | ||||||||||||||||||||||||||
F-5
|
Options
issued for services
|
420,000 | 420,000 | ||||||||||||||||||||||||||
|
Common
stock issued for
Future
services
|
250,000 | 250 | 87,250 | (87,500 | ) | - | ||||||||||||||||||||||
|
Comprehensive
loss
|
||||||||||||||||||||||||||||
|
Net
loss
|
(1,218,331 | ) | (1,218,331 | ) | ||||||||||||||||||||||||
|
Foreign
currency translation loss
|
(20,688 | ) | (20,688 | ) | ||||||||||||||||||||||||
|
Total
comprehensive loss
|
(1,239,019 | ) | ||||||||||||||||||||||||||
|
Balance,
June 30, 2009
|
103,995,765 | $ | 103,996 | $ | 1,588,953 | $ | (87,500 | ) | $ | (1,433,240 | ) | $ | (24,033 | ) | $ | 148,176 | ||||||||||||
See
accompanying notes to the financial statements.
F-6
VOLCAN
HOLDINGS, INC.
(An
Exploration Stage Company)
Condensed
Consolidated Statements of Cash Flows
|
For
The
|
For
The
|
|||||||||||
|
Period
From
|
Period
From
|
|||||||||||
|
For
The
|
June
11, 2008
|
June
11, 2008
|
||||||||||
|
Fiscal
Year
|
(Inception)
|
(Inception)
|
||||||||||
|
Ended
|
Through
|
Through
|
||||||||||
|
June
30,
|
June
30,
|
June
30,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (1,218,331 | ) | $ | (214,909 | ) | $ | (1,433,240 | ) | |||
|
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities
|
||||||||||||
|
Stock
compensation
|
420,000 | 420,000 | ||||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
Deposit
|
(115,080 | ) | (115,080 | ) | ||||||||
|
Other
receivables
|
(24,229 | ) | (130,624 | ) | (154,853 | ) | ||||||
|
Accounts
payable
|
372,377 | 348,974 | 721,351 | |||||||||
|
Common
stock to be issued
|
13,300 | 13,300 | ||||||||||
|
Net
Cash Provided By (Used In) Operating Activities
|
(551,963 | ) | 3,441 | (548,522 | ) | |||||||
|
|
||||||||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Exploration
and prospecting
|
(568,145 | ) | - | (568,145 | ) | |||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Sale
of common stock, net of costs
|
1,185,353 | 1,185,353 | ||||||||||
|
Loan
payable shareholder
|
86,258 | 86,258 | ||||||||||
|
Net
Cash Provided By Financing Activities
|
1,271,611 | - | 1,271,611 | |||||||||
|
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
|
(59,537 | ) | (3,345 | ) | (62,882 | ) | ||||||
|
NET
INCREASE IN CASH
|
91,966 | 92,062 | ||||||||||
|
CASH
AT BEGINNING OF PERIOD
|
96 | - | ||||||||||
|
CASH
AT END OF PERIOD
|
$ | 92,062 | $ | - | $ | 92,062 | ||||||
See
accompanying notes to financial statements
F-7
VOLCAN
HOLDINGS, INC.
JUNE
30, 2009 AND 2008
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE
– 1 ORGANIZATION AND OPERATIONS
Volcan
Holdings, Inc. (formerly Dunn Mining, Inc.) (the “Company”) was incorporated on
April 4, 2006 in the State of Nevada, for the purpose of acquiring and exploring
mineral properties for economically recoverable reserves. On September 11, 2008,
Dunn Mining was merged with and into Volcan Holdings, Inc., a Delaware
corporation (the "Company"), for the purpose of changing its state of
incorporation to Delaware from Nevada, changing its name and effectuating a
1-for-6.1728395 forward stock-split, all pursuant to a Certificate of Ownership
and Merger and Articles of Merger, each dated September 11, 2008 and approved by
stockholders on September 11, 2008.
On September
12, 2008, the Company entered into a Share Exchange Agreement (the "Exchange
Agreement") by and among the Company, Volcan Australia Corporation Pty Ltd, an
Australian proprietary company ("VAC"), and L'Hayyim Pty Ltd as trustee for The
L'Hayyim Trust, the holder of all of the outstanding capital stock of VAC (the
"VAC Shareholder"). Upon closing of the transaction contemplated under the
Exchange Agreement (the "Share Exchange"), on September 12, 2008, the VAC
Shareholder transferred all of the issued and outstanding capital stock of VAC
to the Company in exchange for 90,000,000 newly issued shares of common stock of
the Company and a right to receive $1,500,000 in cash at the end of any fiscal
quarter in which the Company has cash on hand of at least $5,000,000. Such Share
Exchange caused VAC to become a wholly owned subsidiary of the
Company.
Following the
Share Exchange, under the terms of an Agreement of Conveyance, Transfer and
Assignment of Assets and Assumption of Obligations, the Company transferred all
of its pre-Share Exchange assets and liabilities to its wholly owned subsidiary,
Dunn Mining Holdings, Inc., a Delaware corporation ("SplitCo"). Thereafter,
pursuant to a stock purchase agreement, the Company transferred all of the
outstanding capital stock of SplitCo to its former president in exchange for
cancellation of an aggregate of 24,691,358 shares of the Company’s common stock
held by such person (the "Split-Off").
As a result
of the ownership interest of the former shareholder of VAC, for financial
statement reporting purposes, the merger between the Company and VAC has been
treated as a reverse acquisition with VAC deemed the accounting acquirer and the
Company deemed the accounting acquiree under the purchase method of accounting
in accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations” (“SFAS
No. 141”). The reverse merger is deemed a capital transaction and the
net assets of VAC (the accounting acquirer) are carried forward to the Company
(the legal acquirer and the reporting entity) at their carrying value before the
combination. The acquisition process utilizes the capital structure
of the Company and the assets and liabilities of VAC which are recorded at
historical cost. The equity of the Company is the historical equity
of VAC retroactively restated to reflect the number of shares issued by the
Company in the transaction.
VAC is an
exploration stage company and its principal operation is the conducting of
exploration for Bauxite and other minerals in Australia. The current focus is on
the exploration for bauxite and other mineral deposits on tenements near
Inverell and Cooma in New South Wales, Australia. VAC has not determined whether
these tenements contain reserves that are economically recoverable. The
recoverability of costs incurred for acquisition and exploration of the property
will be dependent upon the discovery of economically recoverable reserves,
confirmation of VAC’s interests in the underlying properties, the ability of VAC
to obtain the necessary financing to satisfy the expenditure requirements and to
complete the development of the property and upon future production or proceeds
for the sale thereof.
As a result
of the Share Exchange and Split Off, the Company succeeded to the business of
VAC as its sole line of business.
F-8
NOTE
– 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The company’s
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (“U.S.
GAAP”).
The
consolidated financial statements include the accounts of Volcan Holdings, Inc.
and its wholly-owned subsidiary Volcan Australia Corporation Pty Ltd
(collectively, Corporation Pty Ltds include the accounts of Volcan
Holdings, Inc. and its wholly-owned subs
Exploration
Stage Company
The Company
is an exploration stage company as defined by Statement of Financial Accounting
Standards No. 7 “Accounting
and Reporting by Development Stage Enterprises” (“SFAS No.
7”). The Company is still devoting substantially all of its efforts
on establishing the business and its planned principal operations have not
commenced. All losses accumulated since inception have been
considered as part of the Company’s exploration stage activities.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
Fiscal
Year End
The Company
has elected June 30 as its fiscal year ending date.
Cash
Equivalents
The Company
considers all highly liquid investments with maturities of three months or less
at the time of purchase to be cash equivalents.
Mineral
property and related mineral rights - bauxite claims
The Company
follows Statement of Financial Accounting Standards No. 19 “Financial Accounting and Reporting
by Oil and Gas Producing Companies” (“SFAS No. 19”) and American
Institute of Certified Public Accountants (“AICPA”) Statement of Position 98-5
“Reporting on the Costs of Start-Up Activities” (“SOP 98-5”) for its
mineral property and related mineral rights - bauxite claims. Mineral
property and related mineral rights acquisition costs are capitalized pending
determination of whether the drilling has found proved reserves. If a
mineral ore body is discovered, capitalized costs will be amortized on a
unit-of-production basis following the commencement of
production. Otherwise, capitalized acquisition costs are expensed
when it is determined that the mineral property has no future economic
value. Exploration costs, including rights of access to lands for
geophysical work and salaries, equipment, and supplies for geologists and
geophysical crews are expensed as incurred. When it is determined
that a mining deposit can be economically and legally extracted or produced
based on established proven and probable reserves, further exploration costs and
development costs as well as interest costs relating to exploration and
development projects that require greater than six (6) months to be readied for
their intended use incurred after such determination will be
capitalized.
F-9
The
establishment of proven and probable reserves is based on results of final
feasibility studies which indicate whether a property is economically
feasible. Upon commencement of commercial production, capitalized
costs will be transferred to the appropriate asset categories and amortized on a
unit-of-production basis. Capitalized costs, net of salvage values,
relating to a deposit which is abandoned or considered uneconomic for the
foreseeable future will be written off. Upon becoming fully
amortized, the related cost and accumulated amortization are removed from the
accounts. The sale of a partial interest in a proved property is
accounted for as a cost recovery and no gain or loss is recognized as long as
this treatment does not significantly affect the unit-of-production amortization
rate. A gain or loss will be recognized for all other sales of proved
properties and will be classified in other operating
revenues. Maintenance and repairs are charged to expense, and
renewals and betterments are capitalized to the appropriate property and
equipment accounts.
The provision
for depreciation, depletion and amortization (“DD&A”) of mineral properties
is calculated on a property-by-property basis using the unit-of-production
method. Taken into consideration in the calculation of DD&A are
estimated future dismantlement, restoration and abandonment costs, which are net
of estimated salvage values.
Impairment
of Long-lived Assets
The Company
follows Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment or
Disposal of Long-Lived Assets” (“SFAS No. 144”) for its long-lived
assets. The Company’s long-lived assets, which include mineral property and
related mineral rights, are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.
The Company
assesses the recoverability of its long-lived assets by comparing the projected
undiscounted net cash flows associated with the related long-lived asset or
group of long-lived assets over their remaining estimated useful lives against
their respective carrying amounts. Impairment, if any, is based on the excess of
the carrying amount over the fair value of those assets. Fair value
is generally determined using the asset’s expected future discounted cash flows
or market value, if readily determinable. If long-lived assets are
determined to be recoverable, but the newly determined remaining estimated
useful lives are shorter than originally estimated, the net book values of the
long-lived assets are depreciated over the newly determined remaining estimated
useful lives.
The Company
periodically reviews its proved mineral properties for impairment whenever
events and circumstances indicate a decline in the recoverability of their
carrying value may have occurred. The Company estimates the expected
undiscounted future cash flows of its mineral properties and compares such
undiscounted future cash flows to the carrying amount of the mineral properties
to determine if the carrying amount is recoverable. If the carrying
amount exceeds the estimated undiscounted future cash flows, the Company will
adjust the carrying amount of the mineral properties to fair
value. The factors used to determine fair value include, but are not
limited to, recent sales prices of comparable properties, estimates of proved
reserves, future commodity pricing, future production estimates, anticipated
capital expenditures, and a discount rate commensurate with the risk associated
with realizing the expected cash flows projected.
Unevaluated
properties are assessed periodically on a property-by-property basis and any
impairment in value is charged to expense. If the unevaluated
properties are subsequently determined to be productive, the related costs are
transferred to proved mineral properties. Proceeds from sales of
partial interests in unproved leases are accounted for as a recovery of cost
without recognizing any gain until all costs are recovered.
The Company
determined that there were no impairments of long-lived assets as of June 30,
2009 or 2008.
Fair
Value of Financial Instruments
The Company
follows Statement of Financial Accounting Standards No. 107 “Disclosures about fair value of
Financial Instruments” (“SFAS No. 107”) for disclosures about fair value
of its financial instruments and has adopted Financial Accounting Standards
Board (“FASB”) No. 157 “Fair
Value Measurements” (“SFAS No. 157”) to measure the fair value of its
financial instruments. SFAS No. 157 establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP), and
expands disclosures about fair value measurements. To increase consistency and
comparability in fair value measurements and related disclosures, SFAS No. 157
establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad
levels. The fair value hierarchy gives the highest priority to quoted
prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs. The three (3) levels of
fair value hierarchy defined by SFAS No. 157 are described below:
F-10
|
Level
1
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
|
Level
2
|
Pricing
inputs other than quoted prices in active markets included in Level 1,
which are either directly or indirectly
observable as of the reporting date.
|
|
|
Level
3
|
Pricing
inputs that are generally observable inputs and not corroborated by market
data.
|
As defined by
SFAS No. 107, the fair value of a financial instrument is the amount at which
the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale, which was further clarified
as the price that would be received to sell an asset or paid to transfer a
liability (“an exit price”) in an orderly transaction between market
participants at the measurement date. The carrying amounts of the
Company’s financial assets and liabilities, such as cash, other receivables,
deposit, accounts payable, loan payable stockholder and common stock to be
issued, approximate their fair values because of the short maturity of these
instruments.
The Company
does not have any assets or liabilities measured at fair value on a recurring or
a non-recurring basis, consequently, the Company did not have any fair value
adjustments for assets and liabilities measured at fair value at June 30, 2009
or 2008, nor gains or losses are reported in the statement of operations that
are attributable to the change in unrealized gains or losses relating to those
assets and liabilities still held at the reporting date for the fiscal year
ended June 30, 2009 or for the period from June 11, 2008 (Inception) through
June 30, 2008 and for the period from June 11, 2008 (Inception) through June 30,
2009.
Revenue
Recognition
The Company
follows the guidance of the United States Securities and Exchange Commission’s
Staff Accounting Bulletin (“SAB”) No. 101 “Revenue Recognition” (“SAB
No. 101”), as amended by SAB No. 104 (“SAB No. 104”) for revenue
recognition. The Company recognizes revenue when it is realized or
realizable and earned less estimated future doubtful accounts. The
Company considers revenue realized or realizable and earned when all of the
following criteria are met: (i) persuasive evidence of an arrangement exists,
(ii) the product has been shipped or the services have been rendered to the
customer, (iii) the sales price is fixed or determinable, and (iv)
collectability is reasonably assured.
The Company
will derive its revenue from sales contracts with customers with revenues being
generated upon the shipment of mineral ores upon the Company commencing
exploration operations. Persuasive evidence of an arrangement is
demonstrated via invoice, product delivery is evidenced by warehouse shipping
log as well as a signed bill of lading from the trucking company or third party
carrier and title transfers upon shipment, based on free on board (“FOB”)
warehouse; the sales price to the customer is fixed upon acceptance of the
purchase order and there is no separate sales rebate, discount, or volume
incentive.
Stock-based
compensation for employees and equity instruments issued to parties other than
employees for acquiring goods or services
The Company
accounted for its stock based compensation under the recognition and measurement
principles of the fair value recognition provisions of Statement of Financial
Accounting Standards No. 123 (revised 2004) “Share-Based Payment” (“SFAS
No. 123R”) using the modified prospective method for transactions in which the
Company obtains employee services in share-based payment transactions and the
Financial Accounting Standards Board Emerging Issues Task Force Issue
No. 96-18 “Accounting For
Equity Instruments That Are Issued To Other Than Employees For Acquiring, Or In
Conjunction With Selling Goods Or Services” (“EITF No. 96-18”) for
share-based payment transactions with parties other than employees provided in
SFAS No. 123R. All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. The
measurement date used to determine the fair value of the equity instrument
issued is the earlier of the date on which the third-party performance is
complete or the date on which it is probable that performance will
occur.
F-11
Income
Taxes
The Company
accounts for income taxes under Statement of Financial Accounting Standards No.
109 “Accounting for Income
Taxes” (“SFAS No. 109”). Deferred income tax assets and
liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. Deferred tax assets are reduced by a valuation
allowance to the extent management concludes it is more likely than not that the
assets will not be realized. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the statements of operations in the period that includes
the enactment date.
The Company
adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48 “Accounting for Uncertainty in
Income Taxes – an interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the
financial statements. Under FIN 48, the Company may recognize the tax
benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position should be measured
based on the largest benefit that has a greater than fifty percent (50%)
likelihood of being realized upon ultimate settlement. FIN 48 also
provides guidance on de-recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased
disclosures. The Company had no material adjustments to its
liabilities for unrecognized income tax benefits according to the provisions of
FIN 48.
Net
Loss per Common Share
Net loss per
common share is computed pursuant to Statement of Financial Accounting Standards
No. 128. "Earnings per Share" ("SFAS No. 128"). Basic net loss per
common share is computed by dividing net loss by the weighted average number of
shares of common stock outstanding during the period. Diluted net loss per
common share is computed by dividing net loss by the weighted average number of
shares of common stock and potentially outstanding shares of common stock during
each period. There were 20,000,000 options and 3,745,767 warrants outstanding as
of June 30, 2009, which were excluded from the calculation because their effect
would be anti-dilutive.
Foreign
Currency Translation
Transactions
and balances originally denominated in U.S. dollars are presented at their
original amounts. Transactions and balances in other currencies are
converted into U.S. dollars in accordance with Statement of Financial Accounting
Standards No. 52 “Foreign Currency Translation” (“SFAS No. 52”) and are included
in determining net income or loss.
The financial
records of the Company are maintained in their local currency, the Australian
Dollar, which is the functional currency. Assets and liabilities are
translated from the local currency into the reporting currency, U.S. dollars, at
the exchange rate prevailing at the balance sheet date. Revenues and expenses
are translated at weighted average exchange rates for the period to approximate
translation at the exchange rates prevailing at the dates those elements are
recognized in the combined and consolidated financial statements. Foreign
currency translation gain (loss) resulting from the process of translating the
local currency financial statements into U.S. dollars are included in
determining accumulated other comprehensive income in the combined and
consolidated statement of stockholders’ equity.
F-12
Recently
Issued Accounting Pronouncements
In June 2003,
the Securities and Exchange Commission (“SEC”) adopted final rules under Section
404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release
No. 33-9072 on October 19, 2009. Commencing with its annual report
for the fiscal year ending June 30, 2010, the Company will be required to
include a report of management on its internal control over financial reporting.
The internal control report must include a statement
|
of
management’s responsibility for establishing and maintaining adequate
internal control over its financial reporting;
|
|
of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end; and
|
|
of the
framework used by management to evaluate the effectiveness of the
Company’s internal control over financial
reporting.
|
Furthermore,
it is required to file the auditor’s attestation report separately on the
Company’s internal control over financial reporting on whether it believes that
the Company has maintained, in all material respects, effective internal control
over financial reporting.
In
June 2009, the FASB approved the “FASB Accounting Standards Codification”
(the “Codification”) as the single source of authoritative nongovernmental U.S.
GAAP to be launched on July 1, 2009. The Codification does not
change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard
documents will be superseded and all other accounting literature not included in
the Codification will be considered non-authoritative. The Codification is
effective for interim and annual periods ending after September 15,
2009. The adoption of this standard did not have a material impact on
its consolidated financial position, results of operations or cash
flows.
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
NOTE
– 3 GOING CONCERN
As reflected
in the accompanying financial statements, the Company had a deficit accumulated
during the exploration stage of $1,433,240 at June 30, 2009 and had a net loss
and cash used in operations of $1,218,331 and $551,963 for the fiscal year ended
June 30, 2009, respectively, with no revenues since inception.
While the
Company is attempting to commence operations and generate revenues, the
Company’s cash position may not be significant enough to support the Company’s
daily operations. Management intends to raise additional funds by way
of a public or private offering. Management believes that the actions
presently being taken to further implement its business plan and generate
revenues provide the opportunity for the Company to continue as a going
concern. While the Company believes in the viability of its strategy
to generate revenues and in its ability to raise additional funds, there can be
no assurances to that effect. The ability of the Company to continue
as a going concern is dependent upon the Company’s ability to further implement
its business plan and generate revenues. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.
NOTE
– 4 EXPLORATION PERMITS & LICENCES
The Company
is primarily engaged in the acquisition, exploration and development of mineral
properties. Mineral property acquisition costs and related capitalizable
expenses of $1,473,189 are initially capitalized as tangible assets when
purchased. At each fiscal quarter end, these carrying costs are assessed for
impairment. If proven and probable reserves are established for a property and
it has been determined that a mineral property can be economically developed,
capitalized costs will be depleted using the units-of-production method over the
estimated life of the probable reserve.
F-13
Currently,
the Company expenses all costs as incurred related to the acquisition and
exploration of mineral properties in which they have secured exploration rights
prior to establishment of proven and probable reserves. These costs include
general exploration costs and costs to maintain rights and leases associated
with any properties under exploration. To date, the Company has not established
the commercial feasibility of any exploration prospects; therefore, all costs
are being expensed.
The Company
did not record depletion of mineral properties as it has not started to explore
its mining claims. Depletion expense for the next five (5) fiscal
years is undeterminable as the Company is still an exploration stage company and
its planned principal operations have not commenced.
NOTE
– 5 OTHER RECEIVABLES
Other
receivables of $131,602 represent a GST refund from the Australian Taxation
Office.
NOTE
– 6 ADVANCES FROM STOCKHOLDER
Advances from
stockholder of $86,258 are payable on demand and bear no interest.
NOTE
– 7 STOCKHOLDERS’ EQUITY (DEFICIT)
Common
Stock
On September
11, 2008, the shareholders of the Company authorized a 1 for 6.1728395 forward
stock split. All share and per share data in the financial statements and
related notes have been restated to give retroactive effect to the reverse stock
split.
Issuance
of Common Stock for Financing
On September
12, 2008, the Company completed a private placement, pursuant to which 3,631,430
shares of common stock and five-year warrants to purchase 3,631,430 shares of
common stock were issued at an initial exercise price of $1.00 per share for
aggregate net proceeds of $1,271,000 (the Private Placement”). All costs
associated with the Share Exchange, other than financing related costs in
connection with Private Placement, were expensed as incurred.
On March 3, 2009, the
Company entered into a subscription agreement with Eliezer Labkowsky pursuant to
which the Company sold Mr. Labkowsky (i) 31,429 shares of common stock and (ii)
a five-year warrant to purchase 31,429 shares of common stock at an exercise
price of $1.00 per share in exchange for aggregate gross proceeds of
$11,000.
On March 3, 2009, the
Company entered into a subscription agreement with Schneur Z. Schapiro pursuant
to which the Company sold Mr. Schapiro (i) 35,714 shares of common stock and
(ii) a five-year warrants to purchase 35,714 shares of common stock at an
exercise price of $1.00 per share in exchange for aggregate gross proceeds of
$12,500.
In addition
to the sales of the Company’s common stock and warrants on March 3, 2009, the
Company sold an additional 47,194 shares of common stock for
$16,518.
In April 2009
the Company sold an additional 17,051 shares of common stock for $13,300. These
shares have not yet been issued and are reflected in the financial statements in
current liabilities as common stock to be issued.
On June 24,
2009, the Company issued 250,000 shares of its common stock under a Finders
Agreement signed on such date. The common stock was valued at its fair market
value on the date of issuance of $87,500. The amount is being shown as deferred
compensation at June 30, 2009 with the services to be performed over a three
month period commencing July 2009.
F-14
Stock
Options
On September
12, 2008, stockholders of the Company approved, by majority written consent, the
adoption of the 2008 Stock Incentive Plan (the “Plan”). Under the Plan,
40,000,000 shares of common stock are reserved for the issuance of incentive
stock options, non-qualified stock options, stock appreciation rights,
performance shares, restricted stock and long term incentive awards. The purpose
of the plan is to provide an incentive to attract and retain officers,
consultants, advisors and employees whose services are considered valuable, as
well as to stimulate an active interest of such persons into our development and
financial success.
On September
12, 2008, Holdings granted to Australian Gemstone Mining Services Pty Ltd, its
management services company ("AGM"), immediately vesting five-year options to
purchase an aggregate of 20,000,000 shares of Holdings' common stock, at an
exercise price of $1.00 per share, under such plan. In addition, Holdings has
agreed to grant to L'Hayyim Pty Ltd warrants (the "Management Incentive
Warrants") to purchase up to an aggregate of 100,000,000 shares of Holdings'
common stock upon achieving certain major milestones. The Management Incentive
Warrants shall vest, with respect to 20% of the shares, upon independent
verification of inferred resources of at least 100 million, 200 million, 300
million, 400 million and 500 million tons of bauxite at VAC's tenement in
accordance with standards prescribed in Australia by the Joint Ore Reserves
Committee ("JORC"). To the extent vested, the Management Incentive Warrants will
be exercisable for five years after the applicable vesting date at an exercise
price of $1.00 per share.
The fair
value of the options issued to AGM, valued using the Black-Scholes valuation
model, on the date of issuance, was $420,000.
The table
below summarizes the Company’s stock option activity for the year ended June 30,
2009:
|
Number of
Option Shares
|
Exercise Price Range
Per Share
|
Weighted Average
Exercise Price
|
Fair
Value
at
Date of Grant
|
Aggregate
Intrinsic
Value
|
||||||||||||||||
|
|
||||||||||||||||||||
|
Balance,
June 30, 2008
Balance,
December 31, 2007
|
-
|
$
|
-
|
$
|
-
|
-
|
$
|
-
|
||||||||||||
|
Granted
|
20,000,000
|
|
1.00
|
|
1.00
|
420,000
|
|
*
|
||||||||||||
|
Cancelled
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
Expired
|
-
|
-
|
-
|
-
|
||||||||||||||||
|
Balance,
June 30, 2009
|
20,000,000
|
$
|
1.00
|
$
|
1.00
|
420,000
|
$
|
-
|
||||||||||||
|
Vested
and exercisable, June 30, 2009
|
20,000,000
|
$
|
1.00
|
$
|
1.00
|
420,000
|
$
|
-
|
||||||||||||
|
Unvested,
June 30, 2009
|
-
|
$
|
1.00
|
$
|
1.00
|
$
|
-
|
|||||||||||||
The
following table summarizes information concerning outstanding and exercisable
stock options as of June 30, 2009:
|
Options
Outstanding
|
Options
Exercisable
|
||||||||||||||||||
|
Range
of Exercise Prices
|
Number
Outstanding
|
Average
Remaining Contractual Life (in years)
|
Weighted
Average Exercise Price
|
Number
Exercisable
|
Average
Remaining Contractual Life (in years)
|
Weighted
Average Exercise Price
|
|||||||||||||
|
$1.00
|
20,000,000
|
4.67
|
$
|
1.00
|
20,000,000
|
4.67
|
$
|
1.00
|
|||||||||||
|
$1.00
|
20,000,000
|
4.67
|
$
|
1.00
|
20,000,000
|
4.67
|
$
|
1.00
|
|||||||||||
Warrants
In connection
with the private placements on September 12, 2008 and March 3, 2009, the Company
issued warrants for 3,745,767 shares, all of which have been earned upon
issuance. The fair value of these warrants granted, estimated on the
date of grant, was $0, using the Black-Scholes option-pricing model with the
following weighted-average assumptions:
F-15
|
Expected
option life (year)
|
5.00 | |||
|
Expected
volatility
|
100.00 | % | ||
|
Risk-free
interest rate
|
2.08 | % | ||
|
Dividend
yield
|
0.00 | % | ||
The table
below summarizes the Company’s warrants activity for the year ended June 30,
2009:
|
Number of
Warrant Shares
|
Exercise Price Range
Per Share
|
Weighted Average
Exercise Price
|
Fair
Value at Date of Issuance
|
Aggregate
Intrinsic
Value
|
||||||||||||||||
|
|
||||||||||||||||||||
|
Balance,
December 31, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Granted
|
3,745,767 | 1.00 | 1.00 | 0 | - | |||||||||||||||
|
Canceled
|
- | - | - | - | - | |||||||||||||||
|
Exercised
|
- | - | - | - | - | |||||||||||||||
|
Expired
|
- | - | - | - | - | |||||||||||||||
|
Balance,
December 31, 2008
|
3,745,767 | $ | 1.00 | $ | 1.00 | 0 | $ | - | ||||||||||||
|
Earned
and exercisable, December 31, 2008
|
3,745,767 | $ | 1.00 | $ | 1.00 | 0 | $ | - | ||||||||||||
|
Unvested,
December 31, 2008
|
- | $ | - | $ | - | |||||||||||||||
The following
table summarizes information concerning outstanding and exercisable warrants as
of June 30, 2009:
|
Warrants
Outstanding (*)
|
Warrants
Exercisable (*)
|
||||||||||||||||||
|
Range
of Exercise Prices
|
Number
Outstanding
|
Average
Remaining Contractual Life (in years)
|
Weighted
Average Exercise Price
|
Number
Exercisable
|
Average
Remaining Contractual Life (in years)
|
Weighted
Average Exercise Price
|
|||||||||||||
|
$1.00
|
3,745,767
|
4.12
|
$
|
1.00
|
3,745,767
|
4.12
|
$
|
1.00
|
|||||||||||
|
$1.00
|
3,745,767
|
4.12
|
$
|
1.00
|
3,745,767
|
4.12
|
$
|
1.00
|
|||||||||||
NOTE – 8 INCOME TAXES
Volcan
Holdings is a non-operating holding company. VAC, the Company’s
Australian subsidiary is subject to Australian income taxes.
United
States Income Tax
Volcan
Holdings, Inc. is incorporated in the State of Delaware and is subject to United
States of America tax law. Volcan Holdings, Inc. did not have any
taxable income for the year ended June 30, 2009 and 2008 and no provision for
income taxes has been made in the United States.
NOTE
– 9 RELATED PARTIES
The company
is a related party to Australian Gemstone Mining Services Pty Ltd (“AGM”), an
entity owned and controlled by a member of the Board (Pnina Feldman). During the
fiscal year ended June 30, 2009, the company paid $500,000 to AGM, arising out
of the purchase of exploration and prospecting information and administration
services, AGM’s cost basis. The remaining funds will be repaid when more funds
are raised, and/or when liquidity allows.
F-16
NOTE
– 10 COMMITMENTS AND CONTINGENCIES
The Company
has an obligation to pay the vendors of Volcan Australia Pty Ltd an amount of
$1,500,000 as additional consideration in relation to the acquisition of that
entity.
The Company
acquired Volcan Australia Pty Ltd in exchange for 90,000,000 newly issued
shares of common stock together with Volcan’s right to receive $1,500,000 in
cash at the end of any fiscal quarter in which the Company has cash on hand of
at least $5,000,000.
Management
Services Agreement
The Company
has entered into a Management Services Agreement with Australian Gemstone Mining
Services Pty Ltd, a company owned and controlled by Pnina Feldman, a member of
the Board.
The
Management Services Agreement was entered into as of July 1, 2008, pursuant to
which 4 individuals (each a key person) provide executive and corporate
services, including geological and technical expertise, to the
Company.
During the
term of the Management Services Agreement the Company will pay a retainer of
$175,000 per annum with respect to each key person, being the two chief
geoscientists and the two executive directors for an aggregate amount of
$700,000 per annum. However, the directors of Australian Gemstone Mining
Services Pty Ltd have agreed not to take any payment for the two executive
directors until further funds are raised and the Project has an independently
verified resource statement completed.
The Company
is not required to pay any additional fees, including director’s fees, to
Australian Gemstone Mining Services Pty Ltd or the key persons personally with
respect to the services to be provided by the key persons.
The Agreement
also requires that Australian Gemstone Mining Services Pty Ltd provides the
Company with suitable fully serviced offices. The Company has
obtained rights to shared office space for an amount of $14,500 per month. The
directors have agreed to accept only 50% of this amount per month until further
funds are raised and the Project has an independently verified resource
statement verified.
Australian
Gemstone Mining Services Pty Ltd may also provide additional administrative
services to the Company, such as secretarial, accounting and office management
services. These services will be provided on reasonable arm's-length terms as
approved by the Company's independent directors.
During the
year the following amounts have been paid, or are payable to, Australian
Gemstone Mining Services Pty Ltd in accordance with the
Agreement:
| Paid at June 30, 2009 | $ | 500,000 | ||
| Payable during the next 12 months from the balance date for: | ||||
| General and administrative expenses | $ | 440,000 | ||
| Executive officers services | $ | 350,000 |
Finders
Agreement
On June 24,
2009, the Company entered into a Finders Agreement with GDR Privee, Inc. (GDR).
GDR shall provide the Company with the names and contact information for
investors that it believes may be interested in purchasing the securities of the
Company.
F-17
In addition
to the issuance of 250,000 shares of Company common stock, the Company shall,
upon the closing of each sale of securities to a Designated Investor (a
"Closing"), pay to GDR in immediately available funds a cash fee equal to (i)
five percent (5%) of the gross proceeds from the sale of equity securities to a
Designated Investor and (ii) one and one-half percent (1.5%) of the gross
proceeds from any sale of debt securities to a Designated Investor; provided,
however, that, at the option of GDR, the Company shall pay GDR the foregoing
compensation by issuing GDR shares of common stock (in lieu of cash), with each
share of common stock being valued at the price per share of any common stock
sold to Designated Investors at such Closing.
NOTE
- 11 FOREIGN OPERATIONS
Substantially
all of the Company’s operations are carried out and all of its assets are
located in Australia. Accordingly, the Company’s business, financial
condition and results of operations may be influenced by the political, economic
and legal environments in Australia. The Company’s business may be
influenced by changes in governmental policies with respect to laws and
regulations, anti-inflationary measures, currency fluctuation and remittances
and methods of taxation, among other things.
NOTE
- 12 SUBSEQUENT EVENTS
The company
has evaluated all events that occurred after the balance sheet date through
October 27, 2009, the date these financial statements were issued. The
management of the Company is not aware of any subsequent events to be
disclosed.
F-18