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EX-32 - CERTIFICATE - ARTVENTIVE MEDICAL GROUP, INC.exhibit32upls93009.htm
EX-31 - CERTIFICATE - ARTVENTIVE MEDICAL GROUP, INC.exhibit31upls093009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549


FORM 10-Q


(Mark One)


[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009


[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____ to ____


Commission File No. 333-144226


URANIUM PLUS RESOURCE CORPORATION

(Exact name of registrant as specified in its charter)


Nevada

26-0148468

(State or other jurisdiction

(IRS Employer

of incorporation or organization)

Identification No.)


Suite  112 A – 17624 15th Avenue, Mill Creek, Washington, 98012

(Address of principal executive offices)


(206) 963-4519

(Registrant’s telephone number)


(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [x]  No  [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

Yes

[  ]

No

[  ] Not Required


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[ X ]




1



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [x]  No [  ]


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:


As of October 31, 2009, there were 12,988,000 shares of the Company’s common stock issued and outstanding.



2



PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements.









Uranium Plus Resource Corporation


(An Exploration Stage Company)


Financial Statements

(Unaudited)




3




Uranium Plus Resource Corporation


(An Exploration Stage Company)


Index to Financial Statements


For the period from January 23, 2007 to September 30, 2009



  Page(s)


Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008

5


(Unaudited) Statements of Operations for the three and nine month periods ended September 30, 2009

and 2008 and for the period from January 23, 2007 to September 30, 2009

6


(Unaudited) Statements of Cash Flows for the nine-month periods ended September 30, 2009

and September 30, 2008 and for the period from January 23, 2007 (Inception) to September 30, 2009

7


Notes to the Financial Statements (unaudited)

8-10



4




Uranium Plus Resource Corporation

(An Exploration Stage Company)

Balance Sheets




 

 

September 30,

 

 

December 31,

 

 

2009

 

 

2008

ASSETS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

66,441

 

$

93,139

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

66,441

 

$

93,139

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

1,274

 

$

8,124

Convertible note payable

 

150,000

 

 

150,000

Total current liabilities

 

151,274

 

 

158,124

 

 

 

 

 

 

Total liabilities

 

151,274

 

 

158,124

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Common stock, par value $.001, 100,000,000 shares

 

 

 

 

 

authorized.  12,988,000 shares issued and outstanding

 

12,988

 

 

12,988

Additional paid in capital

 

97,915

 

 

97,915

Deficit accumulated during the exploration stage

 

(195,736)

 

 

(176,268)

Accumulated other comprehensive income

 

-

 

 

380

Total stockholders’ deficit

 

(84,833)

 

 

(64,985)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

$

66,441

 

$

93,139



See accompanying notes to the unaudited financial statements.







5






Uranium Plus Resource Corporation

(An Exploration Stage Company)

Statements of Operations and Comprehensive Loss (Unaudited)





 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period

 

 

For the three

 

 

For the three

 

 

For the nine-month

 

 

For the nine-month

 

 

from January 23,

 

 

month period ended

 

 

month period ended

 

 

period ended

 

 

period ended

 

 

2007 (Inception) to

 

 

September 30, 2009

 

 

September 30, 2008

 

 

September 30, 2009

 

 

September 30, 2008

 

 

September 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration costs

 

-

 

 

-

 

 

-

 

 

20,533

 

 

45,533

Selling, general and administrative

 

5,384

 

 

16,753

 

 

19,468

 

 

48,909

 

 

149,687

Depreciation expense

 

-

 

 

-

 

 

-

 

 

102

 

 

516

Operating loss before other items and income tax

 

(5,384)

 

 

(16,753)

 

 

(19,468)

 

 

(69,544)

 

 

(195,736)

Income tax expense (benefit)

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss available to common stockholders

$

(5,384)

 

$

(16,753)

 

 

(19,468)

 

 

(69,544)

 

 

(195,736)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

-

 

 

-

 

 

(380)

 

 

(75)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive loss for the period

$

(5,384)

 

$

(16,753)

 

$

(19,848)

 

$

(69,619)

 

$

(195,736)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per common share

$

(.00)

 

$

(.00)

 

$

(.00)

 

$

(.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

12,988,000

 

 

12,988,000

 

 

12,988,000

 

 

12,988,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


See accompanying notes to the unaudited financial statements.


6







Uranium Plus Resource Corporation

(An Exploration Stage Company)

Statement of Cash Flows (Unaudited)





 

 

For the nine-month

 

 

For the nine-month

 

 

For the period

 

 

period ended

 

 

period ended

 

 

from January 23,

 

 

September 30, 2009

 

 

September 30, 2008

 

 

2007 (Inception) to

 

 

 

 

 

 

 

 

September 30, 2009

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

$

(19,468)

 

$

(69,544)

 

$

(195,736)

Adjustments to reconcile net loss to

 

 

 

 

 

 

 

 

net cash used in operating activities:

 

 

 

 

 

 

 

 

Non-cash expenses

 

-

 

 

610

 

 

99,805

Depreciation expense

 

-

 

 

102

 

 

516

Prepaid expenses

 

-

 

 

1,224

 

 

745

Accounts payable

 

(6,850)

 

 

14,400

 

 

1,274

Accounts payable – related party

 

-

 

 

9,000

 

 

-

Net cash used in operating activities

 

(26,318)

 

 

(44,208)

 

 

(93,396)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Property, plant and equipment

 

-

 

 

745

 

 

(1,243)

Net cash provided by (used in) investing activities

 

-

 

 

745

 

 

(1,243)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Issuance of common stock for cash

 

-

 

 

-

 

 

11,080

Loan payable

 

-

 

 

150,000

 

 

150,000

Net cash provided by financing activities

 

-

 

 

150,000

 

 

161,080

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

(26,318)

 

 

106,537

 

 

66,441

Effect of exchange rate changes on cash

 

(380)

 

 

(64)

 

 

-

 

 

 

 

 

 

 

 

 

Cash at beginning of period

$

93,139

 

$

1,579

 

$

-

Cash at end of period

$

66,441

 

$

108,052

 

$

66,441




See accompanying notes to the unaudited financial statements.



7






 

Uranium Plus Resource Corporation

(An Exploration Stage Company)

Notes to the Financial Statements (Unaudited)


1.

BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its Form 10-K filed on March 31, 2009.  Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2009.


2.  ORGANIZATION


Uranium Plus Resource Corporation (the “Company”) was incorporated on January 23, 2007 in the State of Nevada, U.S.A., as Big Bear Resources, Inc.  Its name was changed to Uranium Plus Resource Corporation on March 21, 2008.  Its operations are primarily based in Vancouver, British Columbia, Canada.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is December 31.


The Company is an exploration stage company that engages primarily in the acquisition, exploration and development of resource properties.  The Company has acquired a 100 percent interest in a mineral claim located in the Slocan Mining Division in the Province of British Columbia, Canada.  The Company is currently conducting mineral exploration activities on the mineral claim in order to assess whether it possesses commercially exploitable reserves of silver, gold, lead or zinc.  To date, the Company’s activities have been limited to its formation, minimal operations and the raising of equity capital.


3.  SIGNIFICANT ACCOUNTING POLICIES


USE OF ESTIMATES


The preparation of the Company’s 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 and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.


FOREIGN CURRENCY TRANSLATIONS


The Company’s functional and reporting currency is the US dollar.  All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction.  Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date.  Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders’ equity (deficit) as a component of other comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized. To date, such gains or losses have been insignificant.

 



8






Uranium Plus Resource Corporation

(An Exploration Stage Company)

Notes to the Financial Statements (Unaudited)


4.  RELATED PARTY TRANSACTIONS


A $3,000 per month salary to the President of the company had been accrued for a total of $39,000 to March 31, 2008.  Effective May 4, 2008, the full balance of the accrual was forgiven.  The related expense was charged to selling, general and administrative expenses; $30,000 to December 31, 2008 and $9,000 to March 31, 2008.  The forgiveness of debt has been recorded as an increase in additional paid in capital as of December 31, 2008.


5.  CONVERTIBLE NOTE PAYABLE


The Company borrowed $150,000 pursuant to an agreement dated April 29, 2008.  The loan is payable on demand by the Lender.  The Lender has the option to convert the loan into common shares of the Company at a rate of 1 common share for each $1 borrowed (150,000 common shares).


In the event repayment is demanded and the Company defaults, interest at a rate of 8% per annum shall be charged from the date of demand.


All funds are in US dollars.


6.  SHARE CAPITAL


Effective April 22, 2008, the Company forward-split its issued capital stock on a ratio of 5.8 shares for each one old share.  As a result of this transaction, 11,078,000 shares were issued.

 

Shares

Par Value

December 31, 2008

1,910,000

$

1,910

Issued as a result of forward-split

11,078,000

11,078

September 30, 2009

12,988,000

$

12,988


Consideration for the issue of additional shares has been charged against additional paid in capital.


7.  GOING CONCERN AND LIQUIDITY CONSIDERATIONS


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.  As of September 30, 2009, the Company has a negative working capital balance of $84,833 and an accumulated deficit of $195,736.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.


The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of mineral reserves.


In response to these challenges, management intends to raise additional funds through public or private placement offerings.


These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.



9






Uranium Plus Resource Corporation

(An Exploration Stage Company)

Notes to the Financial Statements (Unaudited)



8.  RECENT ACCOUNTING PRONOUNCEMENTS


In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.


Statement of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855),

"Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.


Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.


























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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations


Uranium Plus Resource Corporation (“UPLS” or the “Company”), is a Nevada Corporation trading on the OTC-BB (symbol UPLS).  On March 21, 2008, the Company changed its name from Big Bear Resources Inc. to Uranium Plus Resource Corporation.


Prior to March 2008, the Company had acquired an option to acquire a 100% interest in a mineral claim located in the Slocan Mining Division in the Province of British Columbia, Canada (the “Big Bear mineral claim”).  The business plan called for the Company to proceed with the exploration of the Big Bear mineral claim to determine if it contained commercially exploitable reserves of silver, gold, lead or zinc.  Following careful review, the Company decided to instead pursue a molybdenum and gold property, in addition to two uranium properties located in Peru.


Management entered into a consulting agreement with Dr. Allan P. Juhas Ph.D., an Economic Geologist residing in the USA, with extensive experience in international property evaluation and mineral exploration.  Dr. Juhas and his team traveled to Peru and visited two of the Company’s proposed properties.  The Manantiel molybdenum prospect is located in the Shiran district of the Otuzco municipality of La Libertad, west-central Peru.  The 10 square kilometers property was inspected for various igneous, sedimentary and contact metamorphic rock types.  Samples of representative mineralization were collected and delivered to the Lima sample preparation facility of ACME Laboratories.  Although the deposits of commercial grade and size occurred in the area, it was determined that any further work would require more land to develop the potential resources in the area.  Following receipt of the geological reports and sample analysis, management has decided not to move forward with the further exploration of this property.


Dr. Juhas and his team also evaluated another proposed acquisition, the El Zorro gold prospect consisting of 600 hectares and located 156 kilometers north east of Trujillo, Peru.  They found that the geology consisted of tertiary continental volcanic rocks that were cut by mafic (basaltic) dikes and sparse pinching and swelling anastomosing quartz veinlets.  Some of the clasts contained quartz grains that implied a dacite composition.  Samples of representative mineralization were collected and delivered to the Lima sample preparation facility of ACME Laboratories.  Following receipt of the geological report from Dr. Juhas and subsequent sample analysis, management also decided not to move forward with the further exploration of this property.


The Company previously evaluated property north of Lima, Peru, and an additional property in the Province of Corongo.  However, the Company decided not to pursue an acquisition of either property at this time.  The Company continues its expressed interest in the acquisition of mining concessions in Peru and abroad.


The are no assurances that the Company will elect to proceed with the purchases and development of such properties.  If the Company does elect to proceed, there are no assurances



11






that we will be able to raise sufficient capital to complete the purchase or begin mining operations on either.


To date, the Company’s activities have been limited to its formation, mineral operations, the raising of equity capital and exploring other international business opportunities.


For the three and nine months ended September 30, 2009, the Company incurred continuing general and administrative costs of $5,384 and $19,468.  This represents a decrease in general and administrative costs of $16,753 and $48,909 for the same periods in the prior year.  This decrease is due to a reduction in consultant fees and international travel expenses during 2009.


Item 3. Quantitative and Qualitative Disclosure About Market Risk


Not required by smaller reporting companies.


Item 4T.  Controls and Procedures


As of the end of the period covered by this report, UPLS carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of Uranium Plus’s Chief Executive Officer and Chief Financial Officer.  Based on and as of the date of such evaluation, the aforementioned officers have concluded that Uranium Plus’s disclosure controls and procedures were effective.


UPLS also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with management’s authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.


There were no significant changes in Uranium Plus’s internal controls or in other factors that could significantly affect these controls during the quarter ended September 30, 2009. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.  It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.





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PART II – INFORMATION


Item 1.  Legal Proceedings


None


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds


None


Item 3.  Defaults Upon Senior Securities


None


Item 4.  Submission of Matters to a Vote of Security Holders


None.


Item 5.  Other Information


None


Item 6.  Exhibits


Exhibit No.

Document

Location

31

Rule 13a-41(a)/15d-14(a) Certifications

Included

32

Section 1350 Certifications

Included


SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


URANIUM PLUS RESOURCE CORP.


November 9, 2009

/s/ H. James Graham


H. JAMES GRAHAM

President and Chief Executive Officer



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