Attached files
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EX-99.3 - CERTIFICATE RULE 13A-14A KENDALL O.LEARY, CFO - Mackenzie Taylor Minerals Inc. | cert13a14akendallolearycfo.htm |
EX-99.1 - CERTIFICATE RULE 13A-14A TERRY STIMPSON, CEO - Mackenzie Taylor Minerals Inc. | cert13a14aterrystimpsonceo.htm |
EX-99.2 - CERTIFICATE 18 U.S.C. SECT 1350 T. STIMPSON, CEO - Mackenzie Taylor Minerals Inc. | certsect906terrystimpsonceo.htm |
EX-99.4 - CERTIFICATE 18 U.S.C. SECT 1350 K. O.LEARY, CFO - Mackenzie Taylor Minerals Inc. | certsect906kendallolearycfo.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(x)
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934
|
For
the fiscal year ended October 31,
2009
|
(
)
|
TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transaction period
from to
|
|
Commission
File Number 333-140170
|
MACKENZIE TAYLOR MINERALS
INC.
|
(Exact
name of Registrant as specified in
charter)
|
Nevada
|
98-0505186
|
State
or other jurisdiction of incorporation or organization
|
(I.R.S.
Employee I.D. No.)
|
Suite
904 – 228 – 26th
Street, S.W.
Calgary,
Alberta, Canada,
|
T2S 3C6
|
(Address of
principal executive offices)
|
(Zip
Code)
|
Registrants’s
telephone number, including area
code 1-250-754-1811
|
|
Securities
registered pursuant to section 12 (b) of the
Act:
|
Title
of each share
None
|
Name
of each exchange on which registered
None
|
|
Securities
registered pursuant to Section 12 (g) of the
Act:
|
|
None
|
|
(Title
of Class)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities
Act [ ] Yes [X] No
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 [ ] 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
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 Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). [ ]
Yes [ ] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form
10-K [ ]
-1-
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.
Large
accelerated
filer [ ] Accelerated
filer [ ]
Non-accelerated
filer [ ] (Do not check
if a small reporting
company) Small
reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)Yes
[ ] No [X]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recent completed second fiscal
quarter.
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
December
31, 2009: 113,310,000 common shares
DOCUMENTS
INCORPORATED BY REFERENCE
Listed
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c)
under the Securities Act of 1933. The listed documents should
be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
-2-
TABLE
OF CONTENTS
PART 1
|
Page
|
|
ITEM
1.
|
Business.
|
4
|
ITEM
1A.
|
Risk
Factors.
|
5
|
ITEM
1B.
|
Unresolved
Staff Comments.
|
7
|
ITEM
2.
|
Properties.
|
7
|
ITEM
3.
|
Legal
Proceedings.
|
10
|
ITEM
4.
|
Submission
of Matters to Vote of Securities Holders
|
10
|
PART II
|
||
ITEM
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchase of Equity Securities.
|
10
|
ITEM
6
|
Selected
Financial Information.
|
10
|
ITEM
7.
|
Management’s
Discussion and Analysis of Financial Conditions and Results of
Operations.
|
11
|
ITEM
7A.
|
Quantitative
and Qualitative Disclosure about Market Risk.
|
14
|
ITEM
8.
|
Financial
Statement and Supplementary Data.
|
15
|
ITEM
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
|
15
|
ITEM
9A
|
Controls
and Procedures.
|
15
|
ITEM
9A(T)
|
Controls
and Procedures
|
16
|
ITEM
9B
|
Other
information
|
16
|
PART III
|
||
ITEM
10.
|
Directors,
Executive Officers and Corporate Governance.
|
16
|
ITEM
11.
|
Executive
Compensation.
|
18
|
ITEM
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
20
|
ITEM
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
21
|
ITEM
14
|
Principal
Accounting Fees and Services.
|
21
|
PART IV
|
||
ITEM
15.
|
Exhibits,
Financial Statement Schedules
|
22
|
SIGNATURES
|
24
|
-3-
PART
1
|
ITEM
1. BUSINESS
|
History
and Organization
Our
company, Mackenzie Taylor Minerals Inc. (“Mackenzie”) was incorporated on
January 23, 2006, in the State of Nevada. Other than a wholly owned subsidiary,
Golden Charm Minerals Ltd. (“Golden Charm”), the Company does not have any
subsidiaries, affiliated companies or joint venture partners. Golden
Charm was incorporated under the laws of British Columbia, Canada on May 30,
2006 for the purpose of holding registered and beneficial title to the Company’s
mineral claim situated in British Columbia, Canada. The Company’s,
and Golden Charm’s, business and administrative office are located at 228
26th
Avenue S.W., Suite 904, Calgary, Alberta, T2S 3C6. Golden Charm will
not be renewed with the Province of British Columbia resulting in the Golden
Charm Minerals Ltd. Being struck from the Provincial records and will no longer
be able to be a viable company. The reason for this is that its
sole asset, the Gold Charm Two mineral claims, will not be able to be maintained
in good standing due to only a British Columbia resident or a company in good
standing with the Registrant can hold a license to a mineral claim within
British Columbia.
We are a
pre-exploration stage corporation. A pre-exploration stage corporation is one
engaged in the exploratory search for mineral deposits or reserves which are not
in either the development or production stage. We intend to conduct exploration
activities on our sole property, the Gold Charm Two mineral claim (hereinafter
the “Gold Charm claim”). Recorded title to our claim is held in the
name of our subsidiary, Golden Charm; which as noted above will be allowed to
expire with the Provincial Government of British Columbia without being
renewed. When this happens Mackenzie will not have a mineral property
since only British Columbia residents or a company incorporated in British
Columbia, and in good standing, is allowed to have a free miner’s
license. A free miner’s license is required to hold a mineral
property in British Columbia. The Gold Charm claim is located
in British Columbia, Canada, and consists of one mineral claim, comprising 183.6
hectares. We do not intend to explore for gold on the property
since our previous exploration activities resulted in no mineralization being
discovered.
We have
no revenues, have achieved losses since inception, have no operations, have been
issued a going concern opinion by our auditors and rely upon the sale of our
securities and loans from our officers and directors to fund
operations.
There is
substantial doubt that we can continue as an ongoing business for the next
twelve months and we will have to suspend or cease operations within the next
twelve months unless we raise sufficient money to cover all our expected
expenses; estimated to be $54,244.
Any
future property we intend to explore may not contain any minerals reserves and
therefore, any investment in our Company may be lost.
At the
present, we have no employees and only two officers and directors, each of whom
plan to devote only 4-5 hours per week to our operations.
Nevertheless,
Mackenzie is responsible for filing various forms with the United States
Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form
10-Q.
The
shareholders may read and copy any material filed by Mackenzie with the SEC at
the SEC’s Public Reference Room at 100 F Street, N.E. Washington, DC,
20549. The shareholders may obtain information on the
operations of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information which
Mackenzie has filed electronically with the SEC by assessing the website using
the following address: http://www.sec.gov. We
have no website at this time.
-4-
Planned
Business
The
following discussion should be read in conjunction with the information
contained in the financial statements of Mackenzie and the notes, which form an
integral part of the financial statements, which are attached
hereto.
The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
Mackenzie
presently has minimal day-to-day operations; consisting mainly of preparing the
reports filed with the SEC as required.
ITEM
1A. RISK
FACTORS
An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding
Mackenzie contained in this Form 10-K, you should consider many important
factors in determining whether to purchase our shares. The following risk
factors reflect the potential and substantial material risks in being a
shareholder of our company.
Risks
associated with MACKENZIE TAYLOR MINERALS INC.
1.
Our plan of operation is limited to finding an ore body. As such we have no
plans for revenue generation. Accordingly, you should not expect any revenues
from operations.
The funds
we hope to raise in the future will be used to carry out our plan of operation.
Our plan of operation will be to seek out a new mineral property and undertake
an exploration program on it. Exploration does not contemplate
removal of the ore. We have no plans or funds for ore removal, should any be
found. Accordingly, we will not generate any revenues as a result of your
investment.
2.
Because the probability of an individual prospect ever having reserves is
extremely remote, any funds spent on exploration will probably be
lost.
The
probability of an individual prospect ever having reserves is extremely remote.
A new acquired mineral property will likely not contain any
reserves. As such, any funds spent on exploration will likely be
lost, which will result in a loss of your investment.
3.
We lack an operating history and have losses which we expect to continue into
the future. As a result, we may have to suspend or cease
operations.
We were
incorporated on January 23, 2006 and we have not started our proposed business
operations or realized any revenues. We have no operating history upon which an
evaluation of our future success or failure can be made. Our deficit accumulated
since inception is $178,596. To achieve and maintain profitability and positive
cash flow we are dependent upon:
-
our ability to locate a profitable mineral property
-
our ability to generate revenues
-
our ability to reduce exploration costs
Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of any new mineral property we acquire in the future. As a result,
we may not generate revenues in the near future. Failure to generate revenues
will cause us to suspend or cease operations.
-5-
4.
Because our management does not have technical training or experience in
exploring for, starting, and operating an exploration program, we will have to
hire qualified personnel. If we cannot locate qualified personnel we may have to
suspend or cease operations which will result in the loss of your
investment.
Because
our management is inexperienced with exploring for, starting, and operating an
exploration program, we will have to hire qualified persons to perform
surveying, exploration, and excavation of a newly acquired property. Our
management has no direct training or experience in these areas, and as a result,
may not be fully aware of many of the specific requirements related to working
within the industry. Management's decisions and choices may not take into
account standard engineering or managerial approaches that mineral exploration
companies commonly use. Consequently our operations, earnings and ultimate
financial success could suffer irreparable harm due to management's lack of
experience in this industry. As a result we may have to suspend or cease
operations which will result in the loss of your investment.
5.
Because we are small and do not have much capital, we may have to limit our
exploration activity which may result in a loss of our shareholders’ investment
in our Company.
Because
we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In the event an existing ore body may go
undiscovered. Without an ore body, we cannot generate revenues and you might
lose your investment.
6.
Because our officers and directors have other outside business activities and
each will only be devoting 10% of their time or four hours per week, to our
operations, our operations may be sporadic which may result in periodic
interruptions or suspensions of exploration.
Because
Terry Stimpson and Kendall O’Leary, our officers and directors, have other
outside business activities and each will only be devoting 10% of their time, or
four hours per week, to our operations, our operations may be sporadic and occur
at times which are convenient to Mr. Stimpson and Mrs. O’Leary. As a result,
exploration of a new mineral property may be periodically interrupted or
suspended.
Risks
associated with ownership of our shares:
7.
If our officers and directors resign or die without having found replacements,
our operations will be suspended or cease. If that should occur, you could lose
your investment.
We have
two officers and two directors. We are entirely dependent upon them to conduct
our operations. If they should resign or die there will be no one to run the
company. Further, we do not have key man insurance. If that should occur, until
we find other persons to run our company, our operations will be suspended or
cease entirely. In that event it is possible you could lose
your entire investment.
8.
FINRA sales practice requirements may limit a stockholder's ability to buy and
sell our stock.
The FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may have the effect of reducing the
level of trading activity and liquidity of our common stock. Further, many
brokers charge higher transactional fees for penny stock transactions. As a
result, fewer broker-dealers may be willing to make a market in our common
stock, reducing a stockholder's ability to resell shares of our common
stock.
-6-
ITEM
1B UNRESOLVED
STAFF COMMENTS
There are
no unresolved staff comments.
ITEM
2. PROPERTIES
General
We were
incorporated in the State of Nevada on January 23, 2006. We are a
pre-exploration stage corporation. We have only undertaken a limited exploration
program on the Gold Charm Two claim during the summer and fall of 2007 but did
not obtain any results worthy of maintaining the Gold Charm Two in good standing
with the Province of British Columbia. There is no assurance
that mineralized material with any commercial value exits on any mineral
property we identify for exploration work in the future.
We do not
have any ore body and have not generated any revenues from our
operations.
We
maintain our statutory registered agent's office at 2470 St. Rose Parkway, Suite
304, Henderson, Nevada, 89075 and our business office is located at 228 26th
Avenue S.W., Suite 904, Calgary, Alberta, Canada, T2S 3C6. Our telephone number
is (403) 819-8790.
.
We have
no plans to change our business activities or to combine with another business,
and are not aware of any events or circumstances that might cause our plans to
change.
Background
In March
2006 we purchased a mineral property, the Gold Charm Two (hereinafter the “Gold
Charm claim”), in British Columbia, Canada from R. Billingsley, a non-affiliated
third parties for the sum of $3,182. We are required to pay a
maintenance fee of $167 (CDN $184) to the Government of British Columbia on our
mineral claim each year until such time as we are able to perform exploration
work on the Gold Charm claim. Therefore in 2006 we engaged the
services of an independent consultant to explore our mineral claim at a cost of
$10,000 during the spring of 2007. No meaningful results from soil
sampling were obtained from this exploration program.
We have
no revenues, have achieved losses since inception, have no operations, have been
issued a going concern opinion and rely upon the sale of our securities and
loans from our officers and directors to fund operations.
Claims
The
following table provides the tenure number, claim name, date of record and
expiry date as follows:
Tenure
525990
|
Claim Name
Gold
Charm Two
|
Date of Recording
Jan.
21, 2006
|
Date of Expiration
December
2, 2010
|
We have
done sufficient work on our claim during the past years to maintain the claim in
good standing for several years although we do expect to maintain the Gold Charm
Two in good standing after December 2, 2010.
-7-
Location
and Access
The Gold
Charm Two is situated in southwestern British Columbia approximately 2.5
kilometers southeast of the town of Gold Bridge. Access to the claim
from Vancouver, British Columbia (approximately 112 kilometers) is via Highway
99 north to Pemberton then via all weather gravel road to Gold
Bridge. Access from Gold Bridge is via logging roads.
The Gold
Charm Claim lies at an elevation of 2,200 feet (750 m) near the northwest end of
the Bendor range with in the Costal Mountain Complex of British Columbia. The
main mountain ridges range from about 2,200 feet (750 m) to 4,000 feet (1,200 m)
with steep west facing slopes. Sub-alpine scrub alder and hemlock
trees grow at lower elevations in the southwest corner of the claim and good
rock exposure is found along the peaks and ridges in the eastern portion of the
claim. Winters are cold with generally high snowfall accumulations and summers
are dry and hot.
Property
Geology
The
property is underlain by rocks of the Bridge River Group intruded by the Bendar
grandorite. To the east of the property is intrusives of the Bendor
pluton while the the property itself is underlain by the Bridge River Group
sediments and volcanics, separated by a major fault along main “Bralorne” Creek.
The Bender intrusives consist of a large mass of granodiorite east of Fergusson
Creek, as well as several small diorite plugs and feldspar porphyry dykes to the
west of the valley and adjacent to the property.
The
Bridge River Group consists of interlayered chert, argillite and massive
andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain
minor pyrite, pyrrhotite and form massive rusty gossanous cliffs on Mount
Fergusson. Volcanics underlie the peak area, however the ridge further to the
north and east of Fergusson Creek is underlain by sediments. Extensive
overburden covers much of the claim.
History
of Previous Work
British
Columbia Provincial assessment report records indicate that geophysical and
geochemical work was carried out over a portion of what now comprises the Gold
Charm claim. This past work has indicated the presence of sulphide
mineralization containing gold and silver values. Mineralization
found on the claim area is consistent with that found associated with zones of
extensive mineralization. However, past work on the Gold Charm claim
area has been limited and sporadic and has not tested the mineral potential of
the claim area.
Other
Other
than our interest in the Gold Charm claim, we own no plant and equipment or
other property.
Our
property is easily accessible by roadway. No improvements are
required for exploration activities.
Competitive
Factors
The gold
mining industry is fragmented, that is there are many, many gold prospectors and
producers, small and large. We do not compete with anyone. That is because there
is no competition for the exploration or removal of minerals from the property.
We will either find gold on the property or not. If we do not, we will cease or
suspend operations. We are an infinitely small participant in the gold mining
market. Readily available gold markets exist in Canada and around the world for
the sale of gold. Therefore, we believe we will be able to sell any gold that we
are able to recover.
-8-
Environmental
Law
We are
also subject to the Health, Safety and Reclamation Code for Mines in British
Columbia. This code deals with environmental matters relating to the exploration
and development of mining properties. Its goals are to protect the environment
through a series of regulations affecting:
1.
|
Health
and Safety
|
|
2.
|
Archaeological
Sites
|
|
3.
|
Exploration
Access
|
We are
responsible to provide a safe working environment, not disrupt archaeological
sites, and conduct our activities to prevent unnecessary damage to the
property.
We will
secure all necessary permits for exploration and, if development is warranted on
the property, we will file final plans of operation before we start any mining
operations. We anticipate no discharge of water into active streams, creek,
river, lake or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our operations
and know what that will involve from an environmental standpoint.
We are in
compliance with the applicable act and codes and will continue to comply with
the applicable act and codes in the future. We believe that compliance with the
applicable act and codes will not adversely affect our business operations in
the future.
Exploration
stage companies have no need to discuss environmental matters, except as they
relate to exploration activities. The only "cost and effect" of compliance with
environmental regulations in British Columbia is returning the surface to its
previous condition upon abandonment of the property. We will only be using
"non-intrusive" exploration techniques and will not leave any indication that a
sample was taken from the area. Our consultants and employees will be required
to leave the area in the same condition as they found it and the costs of this
work are included in the cost estimates of the work programs described
herein.
Subcontractors
We have
been using for our recent exploration activities subcontractors for manual labor
and will continue to do so.
Employees
and Employment Agreements
At
present, we have no full-time employees. Our officers and directors will each
devote about 10% of their time, or four hours per week, to our operation. Our
officers and directors do not have employment agreements with us. We presently
do not have pension, health, annuity, insurance, stock options, profit sharing
or similar benefit plans; however, we may adopt plans in the future. There are
presently no personal benefits available to our officers and directors. Our
officers and directors will handle our administrative duties but because of
their inexperience with exploration, they will hire qualified persons to perform
the surveying, geology, engineering, exploration, and excavating of the
property. As of this date, we have not looked for or talked to any geologists or
engineers who will perform work for us in the future.
-9-
Investment
Policies
The
Company does not have an investment policy at this time. Any excess
funds it has on hand will be deposited in interest bearing notes such as term
deposits or short term money instruments. There are no restrictions on what the
director is able to invest or additional funds held by the
Company. Presently the Company does not have any excess funds
to invest.
ITEM
3.
|
LEGAL
PROCEEDINGS
|
There are
no legal proceedings to which Mackenzie is a party or to which the Gold Charm
Two is subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
|
During
the current year, no matters were brought before the securities holders for
voted thereon.
|
PART
II
|
ITEM
5.
|
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASE OF EQUITY SECURITIES
|
To date
we have not held an Annual General Meeting of our Stockholders but do intend to
do so within the near future.
ITEM
6. SELECTED
FINANCIAL DATA
The
following summary financial data was derived from our financial
statements. This information is only a summary and does not
provide all the information contained in our financial statements and related
notes thereto. You should read the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our financial
statements and related noted included elsewhere in this Form 10-K.
Operation
Statement Data
For
the year
ended
October 31, 2009
|
January
23, 2006
(date
of incorporation) to
October 31, 2009
|
|
Revenue
|
$ -
|
$ -
|
Exploration
expenses
|
-
|
18,683
|
General
and Administration
|
29,105
|
159,914
|
Net
loss
|
29,105
|
178,596
|
Weighted
average shares outstanding (basic)
|
113,310,000
|
|
Weighted
average shares outstanding (diluted)
|
113,310,000
|
|
Net
loss per share (basic)
|
$
(0.00)
|
|
Net
loss per share (diluted)
|
$
(0.00)
|
-10-
Balance
Sheet Data
Cash
and cash equivalent
|
$ 5,082
|
|
Total
assets
|
5,082
|
|
Total
liabilities
|
141,828
|
|
Total
Shareholders’ deficiency
|
(136,746)
|
Our
historical results do not necessary indicate results expected for any future
periods.
|
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
|
This
section of the Form 10-K includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
Plan
of Operation
We are a
start up, pre-exploration stage corporation and have not yet generated or
realized any revenues from our business operations.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin removing and selling minerals. There is no assurance we will ever reach
this point. Accordingly, we must raise cash from sources other than the sale of
minerals found on the future exploration property. Our only other source for
cash at this time is investments by others. We must raise cash to implement our
project and stay in business. Our directors have advanced funds to us in the
amount of $116,629 as at October 31, 2009.
We will
be conducting research in the form of exploration of on the mineral property
when it is acquired. We are not going to buy or sell any plant or
significant equipment during the next twelve months.
We may
not have enough money to acquire another mineral claim without obtaining
additional funds. If it turns out that we cannot not raise enough money to
acquire a new exploration property either by way of advances from our directors
or from lending institutions then we will not be able to undertake an
exploration program. At the present time, we have not made any plans
to raise additional money and there is no assurance that we would be able to
raise additional money in the future. If we need additional money and cannot
raise it, we will have to suspend or cease operations.
We must
conduct exploration to determine what amount of minerals, if any, exist on any
newly acquired property and if any minerals which are found can be economically
extracted and profitably processed.
The Gold
Charm Two is undeveloped raw land and to date has proven to have little or no
mineralization on it. To our knowledge, the property has never been
mined. Based on a filed British Columbia assessment report there was some
preliminary geophysical and geochemical work carried out on a portion of what
now comprises the Gold Charm claim. The property was claimed by R.
Billingley and was subsequently examined and reported on at our request by Mr.
Laurence Stephenson P.Eng. and ownership was transferred to us.
-11-
Before
minerals retrieval can begin on a new mineral property when it has been
acquired, we must explore for and find mineralized material. After that has
occurred we have to determine if it is economically feasible to remove the
mineralized material. Economically feasible means that the costs associated with
the removal of the mineralized material will not exceed the price at which we
can sell the mineralized material. We cannot predict what that will be until we
find mineralized material.
There is
no historical financial information about us upon which to base an evaluation of
our performance. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services. To become profitable and
competitive, we will conduct the research and exploration of our properties
before we start production of any minerals we may find.
In the
future, we have no assurance that financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in an additional dilution to existing shareholders.
Liquidity
and Capital Resources
In the
future, we cannot guarantee we will be able to raise enough money to stay in
business. Whatever money we do raise will be applied to working capital in order
to settle any outstanding debts we owe to our creditors and to seek a new
mineral property. If we find mineralized material on the new mineral
claim, when identified, and it is economically feasible to remove the
mineralized material, we will attempt to raise additional money through a
private placement, public offering or through loans. If we do not raise all of
the money we need to complete our exploration of the property we will have to
find alternative sources, such as a second public offering, a private placement
of securities, or loans from our officers or others.
We have
discussed this matter with our officers and directors and our directors have
agreed to advance funds as needed. They have advanced $116,629
to date. At the present time, we have not made any arrangements to
raise additional cash. If we need additional cash and cannot raise it we will
either have to suspend operations until we do raise the cash, or cease
operations entirely.
We
acquired one property comprising approximately 183.6 hectares. Title to the
property is recorded in our name. We undertook a small exploration program in
the early part of 2007 which cost us approximately $10,000. No
significant mineralization was found on the Gold Charm Two claim which would
warrant future exploration by our Company.
Since
inception, we have issued 3,000,000 shares of our common stock to our two
officers and directors for a total consideration of $3,000 and have raised an
additional $38,850 under a registration statement whereby 777,000 shares were
issued at $0.05 per share.
On June
11, 2008, the shareholders of the Company approved a 30 to 1 forward stock split
which became effective on that date, resulting in an increase of the outstanding
shares of common stock from 3,777,000 to 113,310,000. In the attached
financial statements the 113,310,000 post split common shares are shown as split
from the date of inception.
As of
October 31, 2009, our total assets were $5,082 consisting of only cash and our
total liabilities were $141,828 of which $116,629 is owed to one of our
directors.
During
the year, the Company has incurred the following expenses:
-12-
Expenditure
|
Amount
|
|
Accounting
and audit
|
i
|
$ 9,250
|
Bank
charges
|
124
|
|
Edgar
filings
|
ii
|
700
|
Management
fees
|
iii
|
12,000
|
Office
|
iv
|
531
|
Rent
|
v
|
3,600
|
Transfer
agent's fees
|
vi
|
2,900
|
Total
expenses
|
$
29,105
|
i.
|
Mackenzie
spent $5,250 for internal accounting services to prepare working papers
for submission to the independent accountants. The fees paid to
the independent accountants were $4,000 for the review of the quarterly
financial statements and the examination of the year end financial
statements.
|
|
ii
|
Mackenzie
has incurred certain edgarzing expenses during the year for filing its
various Forms 10-Q and 10-K with the
SEC.
|
|
iii.
|
Mackenzie
pays its Secretary Treasurer $1,000 for services rendered to it by
her.
|
|
iv.
|
Office
expenses of $531 were mainly courier, faxing, printing, photocopying and
various office supplies.
|
|
v.
|
Mackenzie
does not have its own office premises but used the residence of its
Secretary Treasurer at a cost of $300 per
month.
|
|
vi.
|
During
the year, Mackenzie issued share certificates via its transfer agent, paid
the State of Nevada its annual fee in the amount of $375 to maintain it in
good standing and various other services such as confirmation with
Mackenzie’s auditors.
|
Mackenzie
estimates the following expenses will be required during the next twelve months
to meet its obligations:
Expenditures
|
RequirementsFor
Twelve
Months
|
Current
Accounts
Payable
|
Required
Funds
for
Twelve Months
|
|
Accounting
and audit
|
1
|
$ 9,250
|
$ 22,175
|
$ 31,425
|
Bank
charges
|
120
|
-
|
120
|
|
Edgar
filing fees
|
2
|
700
|
-
|
700
|
Filing
fees
|
3
|
375
|
-
|
375
|
Management
fees
|
4
|
12,000
|
-
|
12,000
|
Office
|
5
|
1,000
|
3,024
|
4,024
|
Rent
|
6
|
3,600
|
-
|
3,600
|
Transfer
agent's fees
|
7
|
2,000
|
-
|
2,000
|
Estimated
expenses
|
$ 29,045
|
$
25,199
|
$ 54,244
|
-13-
1. Accounting
and auditing expense has been projected as follows:
Filings
|
Accountant
|
Auditors
|
Total
|
Form
10-Q – Jan. 31, 2010
|
$ 1,250
|
$ 500
|
$ 1,750
|
Form
10-Q - April 30, 2010
|
1,250
|
500
|
1,750
|
Form
10-Q – July 31, 2010
|
1,250
|
500
|
1,750
|
Form
10-K – Oct, 31, 2010
|
1,500
|
2,500
|
4,000
|
$ 5,250
|
$ 4,000
|
$
9,250
|
|
2. Edgar
filing fees comprise the cost of filing the various Forms 10-K and
10-Q on Edgar. It is estimated the cost for each of the
Form 10-Qs will be $150 and the cost of filing the 10-K will be
$250.
|
|
|
3. Filing
fees for the State of Nevada is estimated at $375 per year based on the
current year’s charges.
|
|
|
4. Mackenzie pays its Secretary Treasurer $1,000
per month.
|
|
5. Relates
to photocopying, courier, faxing, printing and general office
supplies.
|
|
6.
Mackenzie compensates its Secretary Treasurer $300 per
month for the use of her personal residence as an
office.
|
|
7. Each
year Mackenzie is charged a fee of $500 by its transfer agent to act on
its behalf and estimates a further fee of $1,500 for various other
services to be performed by the transfer agent during the forthcoming
year.
|
|
ITEM
7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT
MARKET RISK
|
Market
Information
There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of Mackenzie.
The
number of shares subject to Rule 144 is 90,000,000
Presently,
there are no shares being offered to the public and no shares have been offered
pursuant to an employee benefit plan or dividend reinvestment plan.
Our
shares are traded on the OTCBB. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K. Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace period
if they do not make their filing during that time.
In the
future our common stock trading price might be volatile with wide
fluctuations. Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:
●
|
our
variations in our operations results, either quarterly or
annually;
|
●
|
trading
patterns and share prices in other exploration companies which our
shareholders consider similar to ours;
|
●
|
the
exploration results on the new mineral property to be acquired,
and
|
●
|
other
events which we have no control
over.
|
-14-
In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance. In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company. Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
The
financial statements attached to this Form 10-K for the year ended October 31,
2009 have been examined by our independent accountants, Madsen & Associates
CPA’s Inc. and attached hereto.
|
ITEM
9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
|
During
the year ended October 31, 2009, to the best of our knowledge, there have been
no disagreements with Madsen & Associates CPA’s Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates CPA’s Inc. would have caused them to make a reference in
connection with its report on the financial statements for the
year.
ITEM
9A CONTROLS
AND PROCEDURES
Under the
supervision and with the participation of our management, including Terry
Stimpson, Chief Executive Officer and Kendall O’Leary, Chief Accounting Officer,
they have evaluated the effectiveness of Mackenzie’s disclosure controls and
procedures as required by the Exchange Act Rule 13a-15(d) as at May 31, 2009
(the “Evaluation Date”). Based on the evaluation by management, they
have concluded these disclosure controls and procedures were not effective as of
the Evaluation Date as a result of material weaknesses in internal control over
financial reporting as more fully discussed below.
Under
Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that
“disclosure controls and procedures” have the following
characteristics:
●
|
designed
to ensure disclosure of information that is required to be disclosed in
the reports that Mackenzie files or submits under the Exchange
Act;
|
●
|
recorded,
processed, summarized and reported with the time period required by the
SEC’s rules and forms; and
|
●
|
accumulated
and communicated to management to allow them to make timely decisions
about the required disclosures.
|
Even
though management’s assessment that Mackenzie’s internal control over financial
reporting was not effective and there are certain material weaknesses as more
fully described below, management believe that Mackenzie’s financial statements
contained in its Annual Report on Form 10-K for the year ended October 31 2009
fairly present our financial condition, results of operations and cash flows in
all material respects.
-15-
Material
Weaknesses
Management
assessed the effectiveness of our internal control over financial reporting as
of the Evaluation Date and identified the following material
weaknesses:
●
|
As
at October 31, 2009, Mackenzie did not have an audit committee which
complies to the requirements of an audit committee since it did not have
an independent “financial expert” on the committee. Even though
it has a Code of Ethics it does not emphasize fraud and methods to avoid
it. Due to the small size of Mackenzie a whistleblower
policy is not necessary.
|
●
|
Due
to a significant number and magnitude of out-of-period adjustments
identified during the year-end closing process, management has concluded
that the controls over the period-end financial reporting process were not
operating effectively. A material weakness in the
period-end financial reporting process could result in Mackenzie not been
able to meet its regulatory filing deadlines and, if not remedied, has the
potential to cause a material misstatement or to miss a filing deadline in
the future. Management override of existing controls is
possible given the small size of the organization and lack of
personnel.
|
●
|
There
is no system in place to review and monitor internal control over
financial reporting. This is due to Mackenzie maintaining an
insufficient complement of personal to carry out ongoing monitoring
responsibilities and ensure effective internal control over financial
reporting.
|
ITEM
9A(T)
|
CONTROLS
AND PROCEDURES
|
There
were no changes in Mackenzie’s internal controls over financial reporting during
the fiscal year ended October 31, 2009 that have materially affected, or are
reasonably likely to material affect, Mackenzie’s internal control over
financial reporting.
ITEM
9B OTHER
INFORMATION
There is
no other information to be reported under this Item.
PART 111
ITEM
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
The
following table sets forth as of October 31, 2009, the name, age, and position
of each executive officers and director and the term of office of each director
of Mackenzie.
-16-
Name
|
Age
|
Position
Held
|
Term
as Director Since
|
Terry
Stimpson
|
59
|
President
and Director
|
2006
|
Kendall
O’ Leary
|
47
|
Secretary
Treasurer
|
2006
|
The
directors of Mackenzie serve for a term of one year and until their successors
are elected at Mackenzie’s Annual Shareholders’ Meeting and are qualified,
subject to removal by Mackenzie’s shareholders. Each officer
serves, at the pleasure of the Board of Directors, for a term of one year and
until his successor is elected at a meeting of the Board of Directors and is
qualified
Background
of Officers and Directors
Terry
Stimpson has been a member of our board of directors since our inception. He was
appointed our president and chief executive officer on May 29th,
2006. Mr. Stimpson graduated form Simon Fraser University with a B.A.
in English & Communications in 1975. After graduation until 1991,
Mr. Stimpson held a variety of positions with a private real estate development
company based in Vancouver, British Columbia. Since 1991 Mr. Stimpson
has held a variety of sales positions, most recently with TMI Target Marketing
Intelligence Corporation. Mr. Stimpson is prepared to devote 10% of his time, or
approximately four-five hours per week, to our operations.
Kendall
O’Leary was appointed to our board of directors on May 28, 2006 and was
appointed as our secretary- treasurer, chief financial officer and chief
accounting officer on May 29, 2006. Mrs. O’Leary graduated form
the Arizona State University in 1986 with a BS in Justice
Studies. Thereafter she worked for a law firm in Vancouver, British
Columbia, Canada and then took a position in the public relations
department of a mining company, also based in Vancouver. In 1993 Mrs. O’Leary
started a retail clothing business which she operated for two years. From 1995
until 2002 Mrs. O’Leary took time off to raise her children. Since
2002 she has operated a web-based business retailing women’s
fashions. Kendall O’Leary is prepared to devote 10% of her time, or
approximately four-five hours per week, to our operations.
Board
of Directors Audit Committee
Below is
a description of the Audit Committee of the Board of Directors. The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.
Our audit
committee is comprised of Terry Stimpson, our President and Chairman of the
audit committee, and Kendall O’Leary our Chief Financial Officer and Secretary
Treasurer neither of whom are independent. Neither Mr. Stimpson nor
Mrs. O’Leary can be considered an “audit committee financial expert” as defined
in Item 401 of Regulation S-B. The Company does not presently have,
among its officers and directors, a person meeting these qualifications and
given our financial condition, does not anticipate seeking an audit committee
financial expert in the near future.
Apart
from the Audit Committee, Mackenzie has no other Board committees.
Significant
Employees
Other
than officers and directors, Mackenzie has no employees at this
time.
-17-
Family
Relationships
There are
no family relationships among any of Mackenzie's officers and
directors.
Involvement in Certain Legal
Proceedings
To the
knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of Mackenzie:
(1)
|
filed
a petition under the federal bankruptcy laws or any state insolvency law,
nor had a receiver, fiscal agent or similar officer appointed by the court
for the business or property of such person, or any partnership in which
he was a general partner at or within two years before the time of such
filings;
|
(2)
|
was
convicted in a criminal proceeding or named subject of a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
(3)
|
was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from or otherwise limiting, the following
activities:
|
|
(i)
|
acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliate
person, director or employee of any investment company, or engaging in or
continuing any conduct or practice in connection with such
activity;
|
(ii) engaging
in any type of business practice; or
|
(iii)
|
engaging
in any activities in connection with the purchase or sale of any security
or commodity or in connection with any violation of federal or state
securities laws or federal commodities
laws;
|
(4)
|
was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such
activities;
|
(5)
|
was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
|
(6)
|
was
found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
|
ITEM
10. EXECUTIVE
COMPENSATION
Cash
Compensation
Mackenzie
compensates its Secretary Treasurer at $1,000 per month.
We have
paid the following in executive since inception:
-18-
Summary
Compensation Table
Long Term
Compensation
Annual
Compensation Awards
Payouts
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
Name
and Principal
position
|
Year
|
Salary
|
Other
annual
Comp.
($)
|
Restricted
stock
awards
($)
|
Options/SAR
(#)
|
LTIP
payouts
($)
|
All
other
compensation
($)
|
Terry
Stimpson
Chief
Executive
Officer,
President
and
Director
|
2006
2007
2008
2009
|
2,000
24,000
12,941
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
Kendall
O’Leary
Chief
Financial Officer,
Chief
Accounting Officer, Secretary Treasurer and
Director
|
2006
2007
2008
2009
|
1,000
12,000
12,000
12,000
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
Compensation
of Directors
We have
no standard arrangement to compensate directors for their services in their
capacity as directors. Directors are not paid for meetings
attended. All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.
Formerly
our President received, monthly, the sum of $2,000 in management fees but this
was discontinued in May 2008 due to the lack of funds in the
Company. Our Secretary Treasurer receives $1,000 per month in
management fees and an allowance of $300 for providing an office for
Mackenzie.
Bonuses
and Deferred Compensation
None
Compensation
Pursuant to Plans
None
Pension
Table
None
Other
Compensation
None
-19-
Termination
of Employment
There are
no compensatory plans or arrangements, including payments to be received from
Mackenzie, with respect to any person named in Cash Consideration set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person’s employment with
Mackenzie or its subsidiaries, or any change in control of Mackenzie, or a
change in the person’s responsibilities following a change in control of
Mackenzie.
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
|
The
following table sets forth as of December 31, 2009, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares of 131,310,000. The stockholders listed below have
direct ownership of their shares and possess sole voting and dispositive powers
with respect to their shares.
Title
of Class
|
Name
and Address of Beneficial Owner[1]
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class on
the Date of this
Form
10-K
|
Common
|
Terry
Stimpson
5651
Quentin Street
Calgary,
Alberta, Canada
T2T 6J1
|
60,000,000
|
52.9%
|
Common
|
Kendall
O’Leary
228 26th
Avenue S.W.
Calgary,
Alberta, Canada
T2S 3C6
|
30,000,000
|
26.5%
|
Common
|
Directors
and Officers
as a
Group
|
90,000,000
|
79.4%
|
[1] The persons named above are
"promoters" as defined in the Securities Exchange Act of 1934.
All
shares owned directly are owned beneficially and of record, and such shareholder
has sole voting, investment and dispositive power, unless otherwise
noted.
Under
Rule 13-d under the Exchange Act, shares not outstanding but subject to options,
warrants, rights, conversion privileges pursuant to which such shares may be
acquired in the next 60 days are deemed to be outstanding for the purpose of
computing the percentage of outstanding shares owned by the persons having such
rights, but are not deemed outstanding for the purpose of computing the
percentage for such other persons.
The above
noted stock is restricted since it was issued in compliance with the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended. After this stock has been held for one year, Terry Stimpson
and Kendall O’Leary could sell 1% of the outstanding stock in Mackenzie every
three months. Therefore, this stock can be sold after the expiration of one year
in compliance with the provisions of Rule 144. There is "stock transfer"
instructions placed against this certificate and a legend has been imprinted on
the stock certificate itself.
-20-
|
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
|
Transactions
with Management and Others
Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Mackenzie and during its current fiscal period,
or any currently proposed transactions, or series of similar transactions, to
which Mackenzie was or is to be a party, in which the amount involved exceeds
$120,000, and in which any director or executive officer, or any security holder
who is known by Mackenzie to own of record or beneficially more than 5% of any
class of Mackenzie’s common stock, or any member of the immediate family of any
of the foregoing persons, has an interest.
Indebtedness
of Management
There
were no material transactions, or series of similar transactions, since the
beginning of Mackenzie’s last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which Mackenzie was or is to
be a part, in which the amount involved exceeded $120,000 and in which any
director or executive officer, or any security holder who is known to Mackenzie
to own of record or beneficially more than 5% of the common shares of
Mackenzie’s capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
Conflict
of Interest
We
believe that our officers and directors will be subject to conflicts of
interest. The conflicts of interest arise from their unwillingness to devote
full time to our operations.
In an
effort to ensure that potential conflicts of interest are avoided or declared to
Mackenzie and its shareholders and to comply with the requirements of the
Sarbanes Oxley Act of 2002, the Board of Directors adopted, on August 11, 2006,
a Code of Business Conduct and Ethics. Mackenzie’s Code of Business Conduct and
Ethics embodies our commitment to such ethical principles and sets forth the
responsibilities of Mackenzie and its officers and directors to its
shareholders, employees, customers, lenders and other stakeholders. Our Code of
Business Conduct and Ethics addresses general business ethical principles,
conflicts of interest, special ethical obligations for employees with financial
reporting responsibilities, insider trading rules, reporting of any unlawful or
unethical conduct, political contributions and other relevant
issues.
Transactions
with Promoters
Mackenzie
does not have promoters and has no transactions with any promoters.
ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
(1) Audit
Fees
The
aggregate fees billed by the independent accountants for the last two fiscal
years for professional services for the audit of Mackenzie’s annual financial
statements and the review included in Mackenzie’s Form 10-Q and services that
are normally provided by the accountants in connection with statutory and
regulatory filings or engagements for those fiscal years were
$8,000.
-21-
(2) Audit-Related
Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of Mackenzie’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.
(3) Tax Fees
The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advise,
and tax planning was NIL.
(4) All Other
Fees
During
the last two fiscal years there were no other fees charged by the principal
accountants other than those disclosed in (1) and (3) above.
(5) Audit Committee’s
Pre-approval Policies
At the
present time, there are not sufficient directors, officers and employees
involved with Mackenzie to make any pre-approval policies
meaningful. Once Mackenzie has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.
(6) Audit hours
incurred
The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Mackenzie’s internal accountant.
PART IV
ITEM
15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
Exhibits
The
following exhibits are included as part of this report by
reference:
1. Certificate
of Incorporation, Articles of Incorporation and By-laws
1.1
|
Certificate
of Incorporation (incorporated by reference from Mackenzie’s Registration
Statement on Form 10-SB filed on January 24,
2007)
|
1.2
|
Articles
of Incorporation (incorporated by reference from Mackenzie’s Registration
Statement on Form 10-SB filed on January 24,
2007)
|
1.3
|
By-laws
(incorporated by reference from Mackenzie’s Registration Statement on Form
10-SB filed on January 24, 2007)
|
-22-
(a) (1) Financial Statement
Schedules.
The
following financial statements are included in this report:
Title of Document
|
Page
|
Report
of Madsen & Associates, CPA’s Inc.
|
25
|
Balance
Sheet as at October 31, 2009 and 2008
|
26
|
Statement
of Operations for the years ended October 31, 2009 and 2008 and for the
period from January 23, 2006 (Date of Inception) to October 31,
2009
|
27
|
Statement
in Changes in Stockholders’ Equity for the period from January 23, 2006
(Date of Inception) to October 31, 2009
|
28
|
Statement
of Cash Flows for the years ended October 31, 2009 and 2008 and for the
period from January 23, 2006 (Date of Inception) to October 31,
2009
|
29
|
Notes
to the Financial Statements
|
30
|
-23-
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MACKENZIE
TAYLOR MINERALS INC.
(Registrant)
By: TERRY
STIMPSON
Terry
Stimpson
Chief
Executive Officer,
President
and Director
Date:
January 10, 2010
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
dated indicated.
By: TERRY
STIMPSON
Terry
Stimpson
Chief
Executive Officer,
President
and Director
Date:
January 10, 2010
|
By: KENDALL
O’LEARY
|
|
Kendall
O’Leary
|
|
Chief
Accounting Officer,
|
|
Chief
Financial Officer and Director
|
Date:
January 10, 2010
-24-
MADSEN & ASSOCIATES, CPA’s
INC.
|
684
East Vine Street, #3
|
Certified
Public Accountants and Business Consultants Board
|
Murray,
Utah, 84107
|
Telephone:
801-268-2632
|
|
Fax:
801-262-3978
|
Board of
Directors
Mackenzie
Taylor Minerals Inc.
Calgary,
Alberta, Canada
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have
audited the accompanying balance sheets of Mackenzie Taylor Minerals
Inc.(pre-exploration stage company) at October 31, 2009 and 2008, and the
statement of operations, stockholders' equity, and cash flows for the years
ended October 31, 2009 and 2008 and for the period January 23, 2006 (date of
inception) to October 31, 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 audit 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 purposes
of expressing an opinion on the effectiveness for 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 disclosure 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
statements 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 Mackenzie Taylor Minerals Inc. at
October 31, 2009 and 2008, and the results of operations, and cash flows for the
years ended October 31, 2009 and 2008 and the period January 23, 2006 (date of
inception) to October 31, 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. The Company will need additional working
capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Murray,
Utah /s/ “Madsen &
Associates, CPA’s Inc.”
December
31, 2009
-25-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
|
Balance
Sheets
|
October
31, 2009
|
October
31, 2008
|
|
Assets
|
||
Current
assets:
|
||
Cash
|
$ 5,082
|
$ 3,256
|
Total Current
Assets
|
$ 5,082
|
$ 3,256
|
Liabilities and Shareholders’
Deficiency
|
||
Current
liabilities:
|
||
Accounts payable and accrued
liabilities
|
$ 25,199
|
$ 18,017
|
Indebtedness to related parties
(Note 4)
|
116,629
|
92,880
|
Total current
liabilities
|
141,828
|
110,897
|
Shareholders’
deficiency
|
||
500,000,000 common shares
authorized, at $0.001 par value
113,310,000 shares issued and
outstanding
|
113,310
|
113,310
|
Capital in excess of par
value
|
(71,460)
|
(71,460)
|
Deficit accumulated during the
pre-exploration stage
|
(178,596)
|
(149,491)
|
Total Shareholders’
Deficiency
|
(136,746)
|
(107,641)
|
|
||
|
$ 5,082
|
$ 3,256
|
The
accompanying notes are an integral part of these financial
statements.
-26-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
|
Statement
of Operations
|
For
the years ended October 31, 2009 and 2008 and for the period from January 23,
2006 (date of inception) to October 31, 2009
October
31, 2009
|
October
31, 2008
|
January
23, 2006
to
October 31, 2009
|
|
REVENUES
|
$ -
|
$ -
|
$ -
|
EXPENSES
|
|||
Exploration
costs
|
-
|
-
|
18,682
|
Administrative
|
29,105
|
48,476
|
159,914
|
NET
LOSS FROM OPERATIONS
|
$ (29,105)
|
$ (48,476)
|
$ (178,596)
|
NET
LOSS PER COMMON SHARE
|
|||
Basic
and diluted
|
$ (0.00)
|
$ (0.00)
|
|
AVERAGE
OUTSTANDING SHARES
|
|||
Basic
|
113,310,000
|
113,310,000
|
The
accompanying notes are an integral part of these financial
statements.
-27-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-Exploration
Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Period January
23, 2006 (date of inception) to October 31, 2009
Common
Shares
|
Stock
Amount
|
Capital
in Excess
of
Par Value
|
Accumulated Deficit
|
|
Balance January 23,
2006
|
-
|
$ -
|
$ -
|
$ -
|
Issuance
of common shares for cash
|
90,000,000
|
90,000
|
(87,000)
|
-
|
Net
operating loss for the nine months ended
October 31, 2006
|
-
|
-
|
-
|
(16,608)
|
Issuance
of common shares for cash
|
23,310,000
|
23,310
|
15,540
|
-
|
Net
operating loss for the year ended October
31, 2007
|
-
|
-
|
-
|
(84,407)
|
Net
operating loss for the year ended October
31, 2008
|
-
|
-
|
-
|
(48,476)
|
Net
operating loss for the year ended October
31, 2009
|
-
|
-
|
-
|
(29,105)
|
Balance
as at October 31, 2009
|
113,310,000
|
$ 113,310
|
$ (71,460)
|
$ (178,596)
|
The
accompanying notes are an integral part of these financial
statements
-28-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
Statement
of Cash Flows
For
the years ended October 31, 2009 and 2008and for the period from January 23,
2006 (date of inception) to October 31, 2009
October
31, 2009
|
October
31, 2008
|
January
23, 2006
(date
of inception)
to
October 31,
2009
|
|
CASH
FLOWS FROM OPERATING
ACTIVITIES:
|
|||
Net
loss
|
$ (29,105)
|
$ (48,476)
|
$
(178,596)
|
Adjustments
to reconcile net loss to net
cash provided by operating
activities:
|
|||
Increase
in prepaid expenses
|
-
|
1,500
|
-
|
Changes
in accounts payable
|
7,182
|
7,364
|
25,199
|
Net
Cash Provided (Used) in Operations
|
(21,923)
|
(39,612)
|
(153,397)
|
CASH
FLOWS FROM INVESTING
ACTIVITIES:
|
-
|
-
|
-
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||
Proceeds from loan from related
party
|
23,749
|
33,288
|
116,629
|
Proceeds from issuance of
common
stock
|
-
|
-
|
41,850
|
23,749
|
33,288
|
158,479
|
|
Net
Increase (Decrease) in Cash
|
1,826
|
(6,324)
|
5,082
|
Cash
at Beginning of Year
|
3,256
|
9,580
|
-
|
CASH
AT END OF YEAR
|
$ 5,082
|
$ 3,256
|
$ 5,082
|
The
accompanying notes are an integral part of these financial
statements.
-29-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
October
31, 2009
1. ORGANIZATION
The
Company, Mackenzie Taylor Minerals Inc. was incorporated under the laws of the
State of Nevada on January 23, 2006 with the authorized capital stock of
200,000,000 shares at $0.001 par value. On June 11, 2008, the
shareholders approved the increase of the authorized share capital from
200,000,000 shares at $0.001 par value to 500,000,000 shares at $0.001 par
value.
The
Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves,
had been acquired. The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the exploration
stage and is considered to be in the pre-exploration stage.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Methods
The
Company recognizes income and expenses based on the accrual method of
accounting.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of
dividends.
|
Basic and Diluted Net
Income (loss) Per Share
|
|
Basic
net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted
net income (loss) per share amounts are computed using the weighted
average number of common and common equivalent shares outstanding as if
shares had been issued on the exercise of the common share rights unless
the exercise becomes antidulutive and then only the basic per share
amounts are shown in the report.
|
Evaluation of Long-Lived
Assets
The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.
Income
Taxes
The
Company utilizes the liability method of accounting for income
taxes. Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed. An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.
-30-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
October
31, 2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income Taxes -
Continued
On
October 31, 2009, the Company had a net operating loss carry forward of $178,596
for income tax purposes. The tax benefit of approximately $53,500
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years. The losses will expire in 2030.
Foreign Currency
Translations
Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized. The functional currency is considered to be US
dollars.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising and Market
Development
The company expenses advertising and
market development costs as incurred.
Financial
Instruments
|
The
carrying amounts of financial instruments are considered by management to
be their fair value due to their short term
maturities.
|
Estimates and
Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that
were assumed in preparing these financial statements.
Statement of Cash
Flows
|
|
For
the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.
|
|
Environmental
Requirements
|
|
At
the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot
be made.
|
-31-
|
MACKENZIE
TAYLOR MINERALS INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
October
31, 2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Unproven Mining Claim
Costs
Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
Recent Accounting
Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
3. AQUISITION
OF MINERAL CLAIM
|
The
Company acquired three mineral claims, known as the Gold Charms Two,
situated in British Columbia, with an expiration date of December 2, 2010.
The claims may be extended yearly by the payment of $184 Cdn (US $167) or
the completion of work on the property of $184 Cdn. ($167) plus a filing
fee. On the date of this report the Company had not
established the existence of a commercially minable ore deposit on the
claims.
|
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
Officers-directors
and their family have acquired 79% of the common stock issued and have made no
interest, demand loans to the Company of $116,629.
Officers-directors
are compensated for their services in the amount of a total $3,000 per month
starting October 1, 2006. On May 1, 2008, one of the directors
declined to receive further management fees and therefore the monthly management
fees were reduced by $2,000.
5. CAPITAL
STOCK
During
2006, the Company completed a private placement of 90,000,000 post split common
shares for $3,000 to its directors. In July 2007, the Company
completed a private placement of 23,310,000 post split common shares for
$38,850.
|
On
June 11, 2008, the shareholders of the Company approved a 30 to 1 forward
stock split which became effective on that date, resulting in an increase
of the outstanding shares of common stock from 3,777,000 to
113,310,000. The 113,310,000 post split common shares are shown
as split from the date of
inception.
|
6.
|
GOING
CONCERN
|
|
The
Company will need additional working capital to service its debt and to
develop the mineral claims acquired, which raises substantial doubt about
its ability to continue as a going concern. Continuation
of the Company as a going concern is dependent upon obtaining additional
working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through
additional equity funding, and long term financing, which will enable the
Company to operate for the coming
year.
|
-32-