Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] 15, ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2009
OR
[ ] 15, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-22965
Pinnacle Resources, Inc.
(Exact name of registrant as specified in its charter)
WYOMING 84-1414869
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
9600 E. Arapahoe Road, Suite 260,
Englewood, Colorado 80112
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (303) 705-8600
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $.00001 par value
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange act
Yes [ ] No [x]
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 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for at least the part 90 days.
Yes [x] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-K is not contained hereof, and will not be
contained, to will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [x] No [ ]
2
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 definitions of "large accelerated filer,"
"accelerated file" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] 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 recently completed second fiscal quarter. The market
value of the registrant's voting $.00001 par value common stock held by
non-affiliates of the registrant was approximately $544,500.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. The number
of shares outstanding of the registrant's only class of common stock, as
of December 31, 2009 was 32,477,550 shares of its $.00001 par value
common stock, respectively.
No documents are incorporated into the text by reference.
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Pinnacle Resources, Inc.
Form 10-K
For the Fiscal Year Ended June 30, 2009
Table of Contents
Part I
ITEM 1. BUSINESS 4
ITEM 1A. RISK FACTORS 7
ITEM 1B. UNRESOLVED STAFF COMMENTS 7
ITEM 2. PROPERTIES 7
ITEM 3. LEGAL PROCEEDINGS 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 8
Part II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 9
ITEM 6. SELECTED FINANCIAL DATA 10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK 13
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 45
ITEM 9A. CONTROLS AND PROCEDURES 45
ITEM 9B. OTHER INFORMATION 45
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, CONTROL
PERSONS AND CORPORATE GOVERANCE; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT 46
ITEM 11. EXECUTIVE COMPENSATION 49
ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDERS MATTERS 49
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE 51
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 51
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 53
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PART I
ITEM 1 BUSINESS
General
Pinnacle Resources, Inc. was incorporated under the laws of the State of
Wyoming on January 6, 1995 under the name of Claremont House, Corp. On
June 26, 1997, the Articles of Incorporation were amended to change the
name to Pinnacle Resources, Inc., to increase the authorized common to
875 million shares at a par value of $0.00001, and to authorize
2,000,000 Preferred Shares with a par value of $0.01 per share.
The registrant is a diversified natural resource company that has
operated principally in Africa. Overall supervision, coordination and
financial control are maintained by its executive staff from its
corporate headquarters located at 9600 East Arapahoe Road, Suite 260,
Englewood, Colorado. As of June 30, 2009, the registrant had two
employees.
During the past five years the registrant has explored a number of
prospects both in Africa, Mexico and the United States and has been
engaged in development, building and production on the following
projects:
1) a gold concession in Ghana, West Africa
2) a tantalum refinery in South Africa
3) a vanadium-bearing iron ore deposit in the Limpopo Province, South
Africa and
4) technology development for the mining of diamonds along the west
coast of South Africa.
Ghana Gold - In 2003, the registrant purchased a 20,000-acre gold
concession in the Ashanti Gold Belt of Ghana. After having completed a
limited exploration program, the registrant indicated the presence of
gold mineralization on the concession, but concluded that any possible
reserves that could be expected to be proven would not be large enough
to justify the building of a stand-alone mine and mill. In 2005,
management decided to sell the project to a neighboring producer who had
an operating mill in place. The total purchase price was $470,000. The
registrant received the final payment for the sale in 2007.
Tantalum - In March 2002, the registrant had acquired certain
proprietary and patented know-how and technology that could separate
tantalum as high-purity tantalum pentoxide from complex tantalum ores.
Tantalum pentoxide is used to manufacture high-strength steel and
electronic components mainly for televisions and cell phones. The
registrant formed Titan Processors (Pty) Ltd. (SA) and built a pilot
plant in Johannesburg, South Africa.
Initial success led the registrant to expand the tantalum refinery and
to begin processing tantalum ores produced by artisanal miners from the
Congo, Mozambique and Zimbabwe.
Problems arose in the control of product grade to meet specifications of
the buyers of the tantalum pentoxide, and the unavoidable decision was
made to halt production and further research and development of the
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process. In June 2006, the registrant sold all of the assets of Titan
Processors in consideration of the forgiveness of debts and payables it
had incurred during the building and operating of the plant valued at
$846,544.
Vanadium/Iron Ore - In June 2000, the registrant acquired 100 percent
ownership of Vanadium and Magnetite Exploration and Development (Pty)
Ltd., a South African corporation, which held a prospecting license to
explore a previously-drilled, vanadium-bearing iron ore (magnetite)
deposit located in the Limpopo Province of South Africa. This property
had become available as a result of a divestment order by the new post-
apartheid government which forced the international major mining
companies to shed their excess ore reserves.
The prospecting license covers 17,188 acres within the Bushveld Complex,
a region that accounts for 50 percent of the world's vanadium supply.
They host a 6-meter thick main bed of magnetite, approximately 17
kilometers in strike length. The drill-indicated resource contained in
the main magnetite layer to a depth of only 80 meters is estimated to be
100 million tons of magnetite containing 1.67 million tons of vanadium
pentoxide. When the registrant's sampling and testing confirmed the
development results obtained by the previous owner, the registrant
decided to go forward and apply for a mining license.
In February 2003, the registrant sold 33 1/3 percent of VanMag to
Corridor Mining Resources, who represented themselves as a Black
Economic Empowerment (BEE) group. Newly drafted South African mining
law requires that Previously Disadvantaged [blacks] Persons (PDPs) must
be given the right to participate in natural resource projects to the
minimum extent of 26 percent. In April 2006, VanMag was granted an
"old-order" mining right under a mining license. The "old-order" right
must be converted to a "new-order" mining right by May 2009 and the
Application for Conversion is currently being assembled by professional
consultants and mining services administrators in South Africa.
The registrant's management determined that their shareholders would be
better served if they could realize more immediate benefits than could
be anticipated if the registrant were to undertake the long-range
administrative and financial burdens that the building of a mine and
smelter would entail. In December 2006, the registrant entered into a
Share Sale Agreement with an Australian mining house to sell the
Registrant's 66 2/3 percent interest in VanMag. The Registrant received
$3.4 million in 2007, $845,200 in 2008 and was expecting to receive a
final installment payment of $3.75 million in February 2009. A variety
of problems arose which threatened and jeopardized the Mining License
and as a result, and in lieu of litigation, the registrant elected to
accept a final cash payment of One Million Dollars ($1,000,000) and a
production royalty of fifty cents per ton capped at Three Million
Dollars ($3,000,000).
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Diamonds. Since the beginning of 2003, the Registrant has financed the
development and building of a new, patented ocean diamond recovery
technology called AquaWalker. The equipment and technology are owned by
Diamonaire (Pty) Ltd., the registrant's wholly owned South African
subsidiary.
The AquaWalker and attending AquaSweepers were designed to recover
diamond-bearing gravels lying on the shallow ocean floor alongside the
west coast of South Africa. These gravels have been known to be
diamondiferous, but had been inaccessible to the conventional boat and
diver method of recovery. Turbulent wave action and strong currents in
this ocean surf zone have prevented boats and divers to operate in this
environment.
In July 2004, Diamonaire's contractor began applying the new mining
equipment and technology. The operations continued intermittently until
the present. The original equipment and technology required numerous
modifications which prevented the contractor from achieving continuous
operations. Although some diamonds were recovered, Diamonaire had been
operating under increasing cost pressures. Rising input costs, labor
and supplies, coupled with falling prices for raw diamonds led to the
registrant's decision in June 2008 to adopt a plan to discontinue the
Diamonaire operation. This plan anticipates that the operations will be
sold within a one year period during which the activities of Diamonaire
will continue. As of the date of this annual report, attempts to
conclude a sale of the mining assets have been unsuccessful.
Operating Strategy
Going forward the registrant plans to continue to prospect for
opportunities in the natural resource business sector, but also to look
at opportunities in other industries.
In the past, the registrant's limited capital resources restricted the
registrant to looking to find and buy undervalued assets and limited the
registrant to spend relatively small amounts on development and then to
sell out to realize capital transaction gains. In the future, the
registrant will seek operating-income producing properties to grow
shareholder value.
Subsidiaries
Vanadium and Magnetite Exploration and Development (Pty) Ltd. (VanMag),
a South African Corporation, until the sale was finalized owned 66.7
percent by the registrant and Diamonaire Pty Ltd., a South African
Corporation, is owned 100 percent by the registrant.
Other Information
Other than the registrant's normal office overhead, the registrant has
no plans, arrangements or pre-planned financing commitments for which it
is obligated
The registrant has no pre-arranged financing with any other prospects.
The registrant has not made any prior commitments, or any
understandings, with any third parties, or any of its affiliated
entities, such as Victory Minerals or Re-Group, Inc. for financing or
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participation. Additionally, the registrant does not have any plans,
arrangements, commitments or understandings to pay any finders' fees to
any person or entity.
The registrant does not have any plans, arrangements, commitments or
understandings to obtain an interest in an operating producing mine or
oil, gas or mineral property owned by a mining or energy-related
company.
Competition
The registrant is, and will remain for the foreseeable future, an
insignificant participant among those firms that are also engaged in the
business of the registrant. There are many established entities and
financial concerns which have significantly greater financial and
personnel resources and technical expertise than the registrant.
Management will rely upon their own ability to generate potential
lending candidates through their own personal industries in which
management has had prior experience. In view of the registrant's
extremely limited resources, we expect to continue to be at a
significant competitive disadvantage compared to our competitors.
Federal and/or State Regulation
The registrant is not subject to any U.S. federal and/or state
regulation.
Seasonal Nature of Business Activities
The registrant's business activities are not seasonal.
ITEM 1A. RISK FACTORS
Not applicable
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable
ITEM 2. PROPERTIES
The registrant's executive officers are located at 9600 E. Arapahoe
Road, Suite 260, Englewood, Colorado 80112. The registrant pays $2,900
rent per month for its office space. The registrant's offices consist
of approximately 1,500 square feet of executive office space and
secretarial area. Management believes that this space will meet the
registrant's needs for the foreseeable future.
Through its 66 2/3 percent owned subsidiary, VanMag, the registrant
holds an exclusive 30-year mineral lease on five contiguous farms near
Potgietersrus, South Africa. This property was under a sales contract
which completed and closed in May 2009.
8
Through its 100 percent owned Diamonaire Pty Ltd, the registrant owns
certain intellectual property, tools and mining equipment. Since these
assets are non-productive and impaired they have only salvage value, if
any.
Until April 20, 2007, the registrant, through its shareholding in Orovi
Ghana Ltd., held a gold prospecting license on the Riyadh concession in
the central district of the Republic of Ghana. Pinnacle sold its
interest in April 2007.
In August 2008, the registrant purchased two unpatented lode mining
claims in the Tomichi Mining District of Colorado for $21,000.
ITEM 3. LEGAL PROCEEDINGS.
The registrant was party to an action before the High Court of South
Africa brought by Corridor Mining Resources. Corridor asserts that the
registrant unlawfully reduced Corridor's share of the ownership of
VanMag to 7 1/3 percent when it made 26 percent Corridor's interest
available to a qualified Black Economic Empowerment partner, as required
by the law of the land. This matter was settled and became a non-factor
in the final closing.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Item 5(a)
a) Market Information. Registrant's common shares are listed in the
over-the-counter market in the "pink sheets" under the symbol PNRR.PK.
As of June 30, 2009, there was only a limited market for registrant's
common shares.
The following table sets forth the range of high and low bid quotations
for the registrant's common stock for each quarter of the last two
fiscal years. The quotations represent inter-dealer prices without
retail markup, markdown or commission, and may not necessarily represent
actual transactions.
Quarter Ended High Bid Low Bid
9/30/08 $0.12 $0.05
12/31/08 $0.08 $0.03
3/31/09 $0.05 $0.02
6/30/09 $0.03 $0.01
b) Holders. At June 30, 2009, there were 222 shareholders of the
registrant.
c) Dividends. Holders of the registrant's common stock are entitled
to receive such dividends as may be declared by its board of directors.
No dividends on the registrant's common stock have ever been paid, and
the registrant does not anticipate that dividends will be paid on its
common stock in the foreseeable future.
d) Securities authorized for issuance under equity compensation plans.
No securities are authorized for issuance by the registrant under
equity compensation plans.
e) Performance graph. Not applicable.
f) Sale of unregistered securities. In June 2009, the registrant
issued 9,000,000 common shares to affiliated entities in exchange for
180,000 common shares of The Saint James Company (STJC.OB). The common
shares were issued pursuant to an exemption provided by Section 4(2) of
the Securities Act of 1933. The Saint James shares are restricted for
one year.
Item 5(b) Use of Proceeds. Not applicable.
Item 5(c) Purchases of Equity Securities by the issuers and
affiliated purchasers. None.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable to a smaller reporting company.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following presentation of our management's discussion and analysis
should be read in conjunction with the financial statements and other
financial information included elsewhere in this report.
Basis of Presentation of the Financial Statements
Our financial statements previously included the accounts of the Company
and our discontinued South African subsidiary; wholly owned Diamonaire
Exploration (Pty) (Ltd) (for the year ended June 30, 2008)
("Diamonaire").
In June 2008, we adopted a plan to discontinue the operations of
Diamonaire. The plan anticipated that the operations would be sold
within a one year period during which the subsidiary's operations were
to be continued. The Company abandoned Diamonaire in April 2009 due to
the costs of continuing the operations and the lack of potential buyers.
Diamonaire's balance sheet as of June 30, 2008 and the statements of
operations for the two years ended June 30, 2009 are recorded as
discontinued operations
On January 8, 2010, we entered into a share exchange agreement (the
"Agreement") with Iron Eagle Group, a Nevada corporation ("Iron Eagle").
Pursuant to the Agreement, we issued an aggregate of 373,491,825 shares
of our common stock (the "Agreement Shares") to the Iron Eagle
Shareholders in exchange for all of the issued and outstanding Iron
Eagle capital stock. As a result of the Agreement, Iron Eagle became a
wholly-owned subsidiary. There has been a change in the ownership
control of the Company as of January 8, 2010 as the Iron Eagle
shareholders own 92% of our outstanding common shares. The Agreement
provides for the Agreement Shares to be held in escrow and their release
subject to future performance by Iron Eagle before October 8, 2010:
(i) Iron Eagle shall enter into one or more agreements to acquire
construction, infrastructure or related companies with aggregate fiscal
2009 or last twelve (12) months audited EBITDA, adjusted for non-
recurring expenses, of at least One Million Eight Hundred Thousand
Dollars ($1,800,000) or
(ii) The Company's Board of Directors unanimously votes to authorize
the release of the Agreement Shares.
Iron Eagle advanced $10,000 loan to us on the execution of the
Agreement. In the event that Iron Eagle fails to complete its future
performance obligations described in (i) and (ii) above, the escrow
agent is instructed to return all 373,491,825 shares of our common stock
held in the escrow to us and we would be released from its obligation to
repay the $10,000 loan received from Iron Eagle as part of the
Agreement.
11
Iron Eagle was formed in November 2009 and as of December 31, 2009 had
assets of $10,000, liabilities of $270,000 and an accumulated deficit of
$260,000. Iron Eagle's loss for the two month period ended December 31,
2009 was $260,000.
Industry Outlook
The current global economic and financial crisis has severely hampered
our ability to obtain additional funds with which to seek additional
natural resource, or other types of business opportunities. We are
uncertain what potential business ventures will be available to us in
the near future, or whether, if they are available, we will be able to
obtain debt or equity financing necessary to take advantage of those
opportunities.
Results of Operations
At June 30, 2009, we had sold or abandoned all of our previously
discontinued natural resource operations. Our activities during fiscal
2009 have been limited to winding down the activities of our Diamonaire
subsidiary prior to abandoning our interest, searching for new business
opportunities and collecting the remaining receivable related to the
sale of our VanMag subsidiary and searching for new business
opportunities. In October 2008, we collected $1,584,740 of this
receivable and amended the terms to provide for the balance to be paid
in US dollars. In May 2009, a settlement agreement was reached whereby
we would receive $1,000,000 and 1,000,000 South African Rand in full
satisfaction of the outstanding receivable. In addition, we received a
royalty agreement on future sales based on a rate of $0.50 per ton, not
to exceed $3,000,000 over the total agreement. We do not anticipate
receiving any royalties arising from this agreement. The 1,000,000
South African Rand was paid directly to Titan Processors (Pty) Ltd of
South Africa and we received the $1,000,000. As a result of the
completion of the informal settlement to the Third Addendum we
recognized a loss of $2,750,000.
Year ended June 30, 2009 compared to year ended June 30, 2008
Net (loss) for fiscal year 2009 totaled ($2,806,390) compared to net
loss of ($1,645,960)in fiscal year 2008. This increase in loss
resulted mainly from the bad debt expense in 2009 of $675,000, and the
increase in loss related to the restructuring the sale of VanMag in the
amount of $1,475,719.
Operating expenses for the year ended June 30, 2009 were $1,405,157
compared to $493,520for the year ended June 30, 2008. Salaries
increased from $242,000in 2008 to $322,000 in 2009 due to bonuses given
to executive management in 2009.
Professional fees decreased from $135,528 for the year ended June 30,
2008 to $105,209 for the year ended June 30, 2009 due to audit fees in
2008. We did not have an audit of our financial statements in the
prior year. The fees in 2009 were for a single year.
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General and Administrative expense in 2009 was $302,948 compared to
$115,922 in 2008. This increase was a result of an increase of $13,752
in public and investor relations activities in 2009, and an increase in
payroll taxes of $11,098 related to the increase in our salaries. We
increased our investor and public relations activities after we
received a portion of the proceeds of the sale of VanMag.
We recorded a bad debt expense of $675,000 in 2009 relating to loans
that we made during 2009. The entity to which we made the loans did
not achieve the financial objectives that were expected, and therefore
we concluded that the recovery of these amounts were doubtful.
Net interest income decreased from $6,057 in 2008 to net interest
expense of $21,517in 2009 as a result of the decrease in our cash
deposits between the two years.
For the year ended June 30, 2009, we incurred related party expenses of
$130,000 compared to $32,500 for the year ended June 30, 2008. These
amounts were paid to affiliated companies for consulting services. Our
CEO and CFO are executives with the affiliated companies. The increase
in related party expenses was due to the sale of VanMag and increase in
the need for consulting services relating to the collection of the note
receivable and related restructuring. These amounts are included in
the loss from discontinued operations.
Year ended June 30, 2008 compared to year ended June 30, 2007
Net (loss) for fiscal year 2008 totaled ($1,645,960) compared to net
income of $4,374,860 in fiscal year 2007. This increase in loss
resulted mainly from the gain of $4,953,265 recorded in 2007 from the
sale of VanMag, and the gain of $362,855 from the sale of our
investment in Orovi Ghana. The net gain on the sale of our interest in
VanMag has been recorded as gain on sale of discontinued operations.
Additionally, we restructured the sale of VanMag in November 2008 which
resulted in a gain of $787,037. The loss from our discontinued
operations increased from $760,149 in 2007 to $904,149 in 2008.
Operating expenses for the year ended June 30, 2008 were $493,520
compared to $268,138 for the year ended June 30, 2007. Salaries
increased from $148,956 in 2007 to $242,000 in 2008 due to bonuses
given to executive management in 2008.
Professional fees increased from $22,618 for the year ended June 30,
2007 to $135,528 for the year ended June 30, 2008 due to audit fees in
2008. We did not have an audit of our financial statements in the
prior year.
General and Administrative expense in 2008 was $115,992 compared to
$96,564 in 2007. This increase was a result of an increase of $13,752
in public and investor relations activities in 2008, and an increase in
payroll taxes of $11,098 related to the increase in our salaries. We
increased our investor and public relations activities after we
received a portion of the proceeds of the sale of VanMag.
13
Interest income decreased from $16,840 in 2007 to $6,057 in 2008 as a
result of the decrease in our cash deposits between the two years.
We had no interest expense, either to related and third parties in 2008
as we repaid our third and related parties debts in fiscal 2007.
For the year ended June 30, 2008, Pinnacle incurred related party
expenses of $32,500 compared to $268,370 for the year ended June 30,
2007. These amounts were paid to affiliated companies for consulting
services. Our CEO and CFO are executives with the affiliated
companies. The decrease in related party expenses was due to the sale
of VanMag and decrease in the need for consulting services relating to
its business. These amounts are included in the loss from discontinued
operations.
We recorded a deferred tax benefit related to our net operating loss
carryforward and the loss on our investment in Diamonaire. The next
deferred tax benefit that we recorded in 2008 was $856,283 compared to
a deferred tax liability in 2007 of $1,947,730. These amounts are both
the result of deferred tax items, and therefore we did not have a
currently payable tax liability in 2007 nor will we receive a refund
related to our 2008 operations.
Inflation has not affected our operation. However, the impact of a
weakening Rand compared to the US dollar has resulted in currency
translation effects of $130,332 for the year ended June 30, 2008. This
amount is recorded as other comprehensive income. We recorded no
similar amounts in prior years.
We recorded a deferred tax benefit related to our net operating loss
carryforward and the loss on our investment in Diamonaire. These
amounts are the result of deferred tax items, and therefore we did not
receive a refund related to our 2009 and 2008 operations.
Inflation has not affected our operation. However, the impact of a
weakening Rand compared to the US dollar has resulted in currency
translation effects of $130,332 for the year ended June 30, 2008. This
amount is recorded as other comprehensive income. We recorded no
similar amounts in prior years.
Liquidity
Year ended June 30, 2009 compared to year ended June 30, 2008.
During fiscal year 2009 and 2008, we relied on cash reserves related to
the sale of VanMag in 2007. Our cash position increased from $207,250
at June 30, 2008 to $326,126 at June 30, 2009, primarily due to the
collection of the note receivable related to the sale of VanMag. We
will rely on our cash reserves, our bank line of credit, and advances
from principal shareholders to fund operations.
In October 2008, we collected $1,584,740 of the receivable related to
the sale of VanMag and restructured the balance to be paid in US
dollars. We used $739,545 of this amount to satisfy the liabilities of
Diamonaire, which we elected to discontinue at June 30, 2008. In
November 2008, we entered into a preliminary agreement to acquire
14
certain agricultural properties in New Zealand. We advanced $400,000
which will be used as part of the purchase price of these properties if
the transaction is consummated. This amount will be returned to us if
we do not consummate the acquisition.
For the year ended June 30, 2007, we had recorded OCI of $130,332 as a
result of the decrease of the value of the Rand compared to the U.S.
dollar. We had no similar amounts in prior years.
As a result of the sales of investments in 2008, we had net cash
provided by investing activities of $18,257 for the year ended June 30,
2008, compared to cash used in investing activities of $129,866 for the
year ended June 30, 2007.
For the year ended June 30, 2008, we did not pursue any financing
activities. Comparatively, for the year ended June 30, 2007, we made
payments on debt of $94,672 and payments on debt-related parties of
$168,000 resulting in net cash used by financing activities of
$262,672.
Year ended June 30, 2007 compared to years ended June 30, 2006
In fiscal 2007, our ability to generate adequate amounts of cash to
meet our needs came from the sale of our subsidiary, VanMag. During
fiscal year 2006, we relied on proceeds from loans and advances from
officers of Pinnacle. Our cash position increased from $1,440 at June
30, 2006 to $1,022,489 at June 30, 2007.
For the year ended June 30, 2007, we had net cash used in investing
activities of $34,566 compared to $68,924 for the year ended June 30,
2006.
For the year ended June 30, 2007, we made payments on debt of $94,672
and payments on debt-related parties of $168,000 resulting in net cash
used by financing activities of $262,672. Comparatively, for the year
ended June 30, 2006, we received proceeds from loans and loans-related
parties of $4,672 and $55,000, respectively and made payments on our
debt of $49,310. As a result, we had net cash used by financing
activities of $19,638 for the year ended June 30, 2006.
Discontinued operations
Diamonaire Exploration (Pty) (Ltd)
As of June 2008, we adopted a plan to discontinue operations the
operations of Diamonaire. This plan anticipates that the operations
will be sold within a one year period during which the activities of
Diamonaire will continue. Diamonaire's pretax (loss) income, reported
in discontinued operations, for the years ended June 30, 2008, 2007 and
2006, was $(1,460,879), $58,378 and $(602,466), respectively. The
entity has been consolidated but classified as discontinued operations
for the years ending June 30, 2006, 2007, and 2008.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pinnacle Resources, Inc.
Index to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Report of Independent Registered Public Accounting Firm 16
Financial Statements of Pinnacle Resources, Inc.:
Balance Sheets as of June 30, 2009 and 2008 17
Statements of Operations For Each of the Two Years
in the Period Ended June 30, 2009 18
Statements of Stockholders' Equity (Deficit) For Each
of the Two Years in the Period Ended June 30, 2009 20
Statements of Cash Flows For Each of the Two Years
in the Period Ended June 30, 2009 22
Notes to Financial Statements 24
16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Pinnacle Resources, Inc.
We have audited the accompanying balance sheets of Pinnacle Resources,
Inc. as of June 30, 2009 and 2008, and the related statements of
operations, stockholders' equity and comprehensive income (loss), and
cash flows for each of the years in the two-year period ended June 30,
2009. Pinnacle Resources Inc.'s management is responsible for these
financial statements. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audits provide 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 Pinnacle
Resources, Inc. as of June 30, 2009 and 2008, and the results of its
operations and its cash flows for each of the years in the two-year
period ended June 30, 2009 in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Notes 6 and 7 to the financial statements, the Company
has discontinued its Diamonaire operations and incurred losses from
continuing operation for the year ended June 30, 2009. As discussed in
Note 11 to the financial statements, the Company converted an affiliated
entity's notes receivable totaling $925,000 into shares of that entity's
common stock which had no value at the time of conversion. These
factors raise substantial doubt about the entity's ability to continue
as a going concern. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
Kelly & Company
Costa Mesa, California
January 20, 2010
17
Pinnacle Resources, Inc.
Balance Sheets
ASSETS
As of June 30,
-------------------
2009 2008
---- ----
Current Assets:
Cash and cash equivalents $ 326,136 $ 207,250
Restricted cash 250,000 -
Sublease rent receivable 2,500 19,000
Receivable from sale of subsidiary - 4,869,610
Debt securities and notes receivable
to affiliates, net of collectibility
reserve of $675,000 and $0 - 13,000
Interest receivable on affiliate debt
securities and notes receivable, net of
collectibility reserve of $22,647 and $0 - -
Deposit - legal fees 5,549 -
Deferred tax asset - current - 1,033,754
Current assets of discontinued operations - 23,706
---------- ----------
Total current assets 584,185 6,166,320
---------- ----------
Equipment and leasehold improvements,
net of accumulated depreciation and
amortization of $12,392 5,473 -
Available for sale marketable securities of
affiliate - -
Mining rights 21,000 -
---------- ----------
Total assets $ 610,658 $6,166,320
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 142,784 $ 181,225
Other current liabilities 2,252 -
Deferred tax liability - current - 1,868,563
Current liabilities of discontinued
operations - 734,176
---------- ----------
Total current liabilities 145,036 2,783,964
---------- ----------
Other liabilities 3,688 -
---------- ----------
Total liabilities 148,724 2,783,964
========== ==========
18
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.01 per share par value;
authorized 2,000,000 shares, issued
and outstanding -0- shares
in 2009 and 2008 - -
Common stock, $.00001 par value,
875,000,000 shares authorized;
issued and outstanding 31,477,550 and
22,477,550 shares in 2009 and 2008 315 225
Additional paid-in capital 3,816,714 3,620,514
Other comprehensive income (180,000) 130,332
Accumulated deficit (3,175,095) (368,705)
---------- ----------
Total stockholder's equity 461,934 3,382,356
---------- ----------
Total liabilities and stockholders'
equity $ 610,658 $6,166,320
========== ==========
The accompanying notes are an integral part of the financial statements
19
Pinnacle Resources, Inc.
Statements of Operations
For the Year Ended June 30,
--------------------------
2009 2008
---- ----
Operating expenses:
Salaries $ 322,000 $ 242,000
Professional fees 105,209 135,528
General and administrative 302,948 115,992
Bad debt expense 675,000 -
----------- -----------
Total operating expenses 1,405,157 493,520
----------- -----------
Total operating (loss) (1,405,157) (493,520)
----------- -----------
Other income (expense):
Interest income - banks (21,517) 6,057
Interest income - affiliate debt securities 22,647 -
Other income 20,227 (72,310)
Restructuring of sale of subsidiary (2,036,532) (560,813)
----------- -----------
Other expense (2,015,175) (627,066)
----------- -----------
Loss from continuing operations (3,420,332) (1,120,586)
----------- -----------
Income tax benefit (785,649) (379,533)
----------- -----------
Net loss from continuing operations (2,634,683) (741,053)
----------- -----------
Discontinued operations:
Loss on discontinued operations, net
of taxes (171,707) (904,907)
----------- -----------
Net loss $(2,806,390) $(1,645,960)
=========== ===========
Loss per share - basic and diluted:
Continuing operations $ (0.12) $ (0.03)
Discontinued operations (0.01) (0.04)
----------- ----------
Net loss $ (0.13) $ (0.07)
=========== ==========
Weighted average number of shares
outstanding:
-Basic and diluted 22,551,320 22,032,195
=========== ==========
The accompanying notes are an integral part of the financial statements
20
Pinnacle Resources, Inc.
Statement of Shareholders' Equity
Common Stock Additional
------------------ Paid-In
Shares Amount capital
---------- ---------- ----------
Balance, June 30, 2007 21,477,550 $ 215 $3,620,514
Private placement 1,000,000 10 (10)
Currency translation effect - - -
Net income - - -
---------- ---------- ----------
Balance, June 30, 2008 22,477,550 225 3,620,504
========== ========== ==========
Currency translation effect - - -
Shares exchanged for common shares
of entity 9,000,000 90 179,910
Modification of stock option terms - - 16,300
Temporary impairment of affiliated
marketable securities - - -
Net loss - - -
---------- ---------- ----------
Balance, June 30, 2009 31,477,550 $ 315 $3,816,714
========== ========== ==========
21
PINNACLE RESOURCES, INC.
(Continued) Statement of Shareholders' Equity
Retained Total
Earnings Stockholders
Accumulated (Accumulated Equity
OCI Deficit) (Deficit)
---------- ---------- ----------
Balance, June 30, 2007 - $1,277,255 $4,897,984
Private placement - - -
Currency translation effect $ 130,322 - 130,322
Net income - (1,645,960) (1,645,960)
---------- ---------- ----------
Balance, June 30, 2008 130,332 (368,705) 3,382,356
========== ========== ==========
Currency translation effect (130,332) - (130,332)
Shares exchanged for common shares
of entity - - 180,000
Modification of stock option terms - - 16,300
Temporary impairment of affiliated
marketable securities (180,000) - (180,000)
Net loss - (2,806,390) (2,806,390)
---------- ---------- ----------
Balance, June 30, 2009 $ (180,000) $(3,175,095) $ 461,934
========== ========== ==========
The accompanying notes are an integral part of the financial statements
22
Pinnacle Resources, Inc.
Statements of Cash Flows
For the Year Ended June 30,
--------------------------
2009 2008
---- ----
Cash flows provided by (used in) operating
activities:
Net income (loss) $(2,806,390) $(1,645,960)
Less:
Net income (loss) from discontinued
operations (171,707) (904,907)
----------- -----------
Net income (loss) from continuing operations (2,634,683) (741,053)
Adjustments to reconcile net income (loss)
to net cash (used in) provided by operating
activities:
Extension of stock option expiration period 16,300 -
Settlement loss on receivable 3,869,610 560,813
Reserve for uncollectible debt securities,
notes receivable and related accrued
interest 697,647 -
Write-off of worthless investments 13,000 74,310
Depreciation expense 2,150 -
Recognition of currency translation gain on
restructuring of sale agreement (130,332) -
Change in deferred tax asset/liability (834,809) (935,504)
Changes in operating assets and liabilities:
Sublease rent receivable 16,500 (8,350)
Receivable from sale of subsidiary 1,000,000 299,909
Interest receivable on debt securities (22,647) -
Prepaids (5,549) -
Accounts payable (38,411) 95,169
----------- -----------
Net cash used in operating activities of
continuing operations 1,777,039 (1,559,613)
----------- -----------
Net cash provided (used in) discontinued
operations:
Net current assets 23,706 56,302
Net current liabilities (734,176) 699,815
----------- -----------
Net cash provided by (used in) operating
activities (1,066,569) (833,496)
----------- -----------
23
Pinnacle Resources, Inc.
Continued - Statements of Cash Flows
Cash flows provided by (used in) investing
activities:
Issuance of notes (675,000) -
Restricted cash (250,000) -
Purchase of mining rights (21,000) -
Purchase of investments - (114,309)
Sale of investments - 132,566
----------- -----------
Net cash provided by (used in) investing
activities (946,000) 18,257
----------- -----------
Cash flows provided by (used in) financing
activities:
Proceeds on capital lease (1,683) -
----------- -----------
Net cash used in financing activities (1,683) -
----------- -----------
Net increase (decrease) in cash 118,886 (815,239)
Cash- beginning of period 207,250 1,022,489
----------- -----------
Cash- end of period $ 326,136 $ 207,250
=========== ===========
The accompanying notes are an integral part of the financial statements
Supplemental Cash Flow Information
For the Year Ended June 30,
---------------------------
2009 2008
---- ----
Cash paid for:
Interest $ 861 $ 39,461
Taxes $ - $ -
Non-Cash Items
Capital lease
Fixed asset $ 7,623 $ -
Lease payable $ (7,623) $ -
Other comprehensive income
Increase in receivable from
sale of subsidiary due to
currency translation effect $ - $130,332
Decrease in fair value of
available for sale securities $(180,000) $ -
The accompanying notes are an integral part of the financial statements
24
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
1. Description of the Company's Business
Pinnacle Resources, Inc. ("we" "our" "us" or the "Company") was
incorporated under the laws of Wyoming in January 1995. We engage in
exploring for and developing natural resources.
2. Summary of Significant Accounting Policies
Basis of presentation
Our financial statements previously included the accounts of the Company
and our discontinued South African subsidiary; wholly owned Diamonaire
Exploration (Pty) (Ltd) (for the year ended June 30, 2008)
("Diamonaire"). All past significant intercompany balances and
transactions were eliminated.
In June 2008, the Company adopted a plan to discontinue the operations
of Diamonaire. The plan anticipated that the operations would be sold
within a one year period during which the subsidiary's operations were
to be continued. The Company abandoned Diamonaire in April 2009 due to
the costs of continuing the operations and the lack of potential buyers.
Diamonaire's balance sheet as of June 30, 2008 and the statements of
operations for the two years ended June 30, 2009 are recorded as
discontinued operations (Note 7 - Discontinued operations).
Preparing the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
("GAAP") requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Significant Estimates
The financial statements include some amounts that are based on
management's best estimates and judgments. The most significant
estimates relate to the realization of the receivable from the sale of
the subsidiary, the allowance for uncollectible sublease rent
receivable, taxes and contingencies. These estimates may be adjusted as
more current information becomes available, and any adjustment could be
significant.
25
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Cash, Cash Equivalents, and Marketable Securities
We have adopted FAS No. 157, "Fair Value Measurements," and utilize the
market approach to measure fair value of our financial assets. The
market approach uses prices and other relevant information generated by
market transactions involving identical or comparable assets. The
standard describes a fair value hierarchy based on three levels of
inputs, of which the first two are considered observable and the last
unobservable, that may be used to measure fair value which are the
following:
Level 1: Quoted prices (unadjusted) in active markets that are
accessible at the measurement date for assets or liabilities. The fair
value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on
active markets, but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data
is available. The fair value hierarchy gives the lowest priority to
Level 3 inputs.
In determining fair value, we utilize valuation techniques that maximize
the use of observable inputs and minimize the use of unobservable inputs
to the extent possible.
The carrying values of our cash, cash equivalents, marketable securities
of affiliate, and financing proceeds receivables carried at fair value
as of June 30, 2009, are classified in the table below into one of the
three category levels described above:
Level Level 2 Level 3 Total
Cash & equivalents $326,136 $ - $ - $326,136
Marketable securities of
affiliate - - -0- -
-------- -------- -------- --------
Cash, cash equivalents,
and marketable securities $326,136 $ - $ - $326,136
======== ======== ======== ========
26
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
As of June 30, 2009, our cash and cash equivalents were held at major
financial institutions. To a limited degree, these investments are
insured by the Federal Deposit Insurance Corporation; however, they are
not insured against the possibility of a complete loss of earnings or
principal and are inherently subject to the credit risk related to the
continued credit worthiness of the underlying issuer and general credit
market risks.
In a June 2009 transaction, the Company issued 9,000,000 shares of its
common stock (Note 9 - Equity) in exchange for 180,000 common shares of
The Saint James Company (ticker: STJC.OB) ("Saint James"), a publicly
traded company that trades on the over-the-counter bulletin board. The
shares acquired had a fair value of $0 at June 30, 2009. The securities
obtained are currently traded in an inactive market. The value of the
shares was based on Level 3 inputs.
Environmental Costs
Costs related to environmental remediation are charged to expense. Other
environmental costs are also charged to expense unless they increase the
value of the property and/or provide future economic benefits, in which
event they are capitalized. Liabilities are recognized when the
expenditures are considered probable and can be reasonably estimated.
Measurement of liabilities is based on currently enacted laws and
regulations, existing technology, and undiscounted site-specific costs
in the countries that we conduct our operations.
Comprehensive Income
Comprehensive income is calculated in accordance with SFAS No. 130,
Reporting Comprehensive Income. SFAS No. 130 requires the disclosure of
all components of comprehensive income, including net income and changes
in equity during a period from transactions and other events and
circumstances generated from non-owner sources.
Cash and cash equivalents
Cash and cash equivalents include all cash balances and highly liquid
investments with an initial maturity of three months or less. The
Company places its temporary cash investments with high credit quality
financial institutions. At times such investments may be in excess of
the Federal Deposit Insurance Corporation (FDIC) insurance limit.
27
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Concentration of Credit Risk
At June 30, 2009, the Company had $576,136 on deposit, of which we
exceeded the United States FDIC federally insured limit of $250,000 per
bank by $326,052.
Restricted Cash
At June 30, 2009, the Company had restricted cash of $250,000 identified
to support a debenture credit facility in which it was the lender. In
July 2009, the debtor drew down the $250,000.
Debt and Marketable Equity Securities
The Company classifies its debt and marketable equity securities into
held-to-maturity, trading, or available-for-sale categories. Debt
securities are classified as held-to-maturity when the Company has the
positive intent and ability to hold the securities to maturity. Debt
securities for which the Company does not have the intent or ability to
hold to maturity are classified as available for sale. Held-to-maturity
securities are recorded as either short-term or long-term on the balance
sheet based on contractual maturity date and are stated at amortized
cost. Marketable securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading
securities and are reported at fair value, with unrealized gains and
losses recognized in earnings. Debt and marketable equity securities not
classified as held-to-maturity or as trading are classified as
available-for-sale and are carried at fair market value, with the
unrealized gains and losses, net of tax, included in the determination
of comprehensive income and reported in shareholders' equity.
Notes and Other Receivables
Management evaluates notes receivable for collectibility and records an
allowance, if appropriate, based on management's best estimate of
probable losses, including specific allowances for known troubled notes.
Notes receivables are reviewed at least quarterly, and those notes with
amounts that are judged to be uncollectible are reduced to their
estimated realizable value.
28
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
When a note receivable secured with collateral is determined to be
impaired, the note is reduced to its fair value and the allowance for
doubtful accounts is charged less the estimated fair value of the
collateral.
For other receivables, the allowance for doubtful accounts is based on
management's assessment of the collectability of the specific account.
Management has determined that it is necessary to record an allowance
for doubtful accounts on notes receivable and related accrued interest
of $697,647 at June 30, 2009.
Equipment and depreciation
We carry property and equipment at historical cost. Equipment is
depreciated on a straight-line basis over its estimated useful life
(generally 5 to 7 years). Leasehold improvements are amortized over the
shorter of the estimated useful life or lease term. Maintenance and
repairs are expensed as incurred. Major renewals and improvements that
extend the life of the property are capitalized. Expenditures for major
renewals and betterments, which extend the useful lives of existing
equipment, are capitalized and depreciated. Upon retirement or
disposition of property and equipment, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or
loss is recognized in the statements of operations.
We review long-lived assets, including property and equipment, for
impairment whenever events or changes in business circumstances indicate
that the carrying amount of the assets may not be fully recoverable. If
impairment is indicated, we reduce the carrying value of the asset to
fair value.
Basic and Diluted Loss per Share
Basic net loss per common share is computed by dividing net loss
applicable to common shareholders by the weighted-average number of
common shares outstanding during the period. Diluted net loss per common
share is determined using the weighted-average number of common shares
outstanding during the period, adjusted for the dilutive effect of
common stock equivalents, consisting of shares that might be issued upon
exercise of common stock options. In periods where losses are reported,
the weighted-average number of common shares outstanding excludes common
stock equivalents, because their inclusion would be anti-dilutive.
29
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Income taxes
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets, including tax loss and credit
carryforwards and liabilities, are measured using enacted tax rates
expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
Deferred income tax expense represents the change during the period in
the deferred tax assets and deferred tax liabilities. The components of
the deferred tax assets and liabilities are individually classified as
current and non-current based on their characteristics. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
Fair value of financial instruments
The Company's financial instruments are cash and cash equivalents, notes
receivable, corporate debenture, other receivable, accounts payable,
accrued liabilities and liabilities of discontinued operatons. These
financial instruments are carried at their recorded values which
approximate their fair values based on their short-term nature.
Investments
Fair values of investments are based on management's estimates and
pricing models using prevailing financial market information. As there
is no quoted market price at June 30, 2009 and 2008, the fair value of
such financial instruments is not necessarily representative of the
amount that could be realized or settled.
Concentrations of operations Outside Our Home Country
Substantially all of our past operations have been conducted in the
Republic of South Africa. As such, we are subject to the South African
laws and regulations, including currency restrictions and tax laws. At
June 30, 2009, all foreign operations have been abandoned.
30
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Foreign currency adjustments
The U.S. dollar is the functional currency of the Company's worldwide
continuing operations. All foreign currency asset and liability amounts
are remeasured into U.S. dollars at end-of-period exchange rates, except
for inventories, prepaid expenses and property, plant and equipment,
which are remeasured at historical rates. Foreign currency income and
expenses are remeasured at average exchange rates in effect during the
year, except for expenses related to balance sheet amounts remeasured at
historical exchange rates. Exchange gains and losses arising from
remeasurement of foreign currency denominated monetary assets and
liabilities are included in income in the period in which they occur.
In fiscal year 2008 and prior years the resulting translation
adjustments were recorded directly into operating results of the foreign
subsidiaries and presented in the results of discontinued operations.
New accounting pronouncements
FAS-141R, Business Combinations
In December 2007, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (FAS) No. 141 (Revised 2007)
(FAS-141R), Business Combinations, which replaces FAS-141, Business
Combinations. The new Statement has significantly changed the accounting
for business combinations and the impact on financial statements both as
of the acquisition date and in subsequent periods. Under FAS-141R, an
acquiring entity is required to recognize the assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree,
measured at their fair values as of the acquisition date, with limited
exceptions. FAS-141R also includes a substantial number of new
disclosure requirements. FAS-141R applies to business combinations for
which the acquisition date is on or after July 1, 2009. The Company has
determined there will be minimal if any impact caused by the provisions
of FAS-141R on its financial position, results of operations, and cash
flows.
FAS No.159, The Fair Value Option for Financial Assets and Financial
Liabilities
In February 2007, the FASB issued FAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. FAS-159 provides entities
with an irrevocable option to report selected financial assets and
financial liabilities at fair value. It also establishes presentation
31
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
and disclosure requirements that are designed to facilitate comparisons
between entities that choose different measurement attributes for
similar types of assets and liabilities. The provisions of FAS-159
became effective for the Company as of the July 1, 2008. The Company has
determined there is no impact impact of the provisions of FAS-159 on its
financial position, results of operations, and cash flows.
FAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements
In December 2007, the FASB issued FAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements. This statement established new
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. Among other
matters, it also requires the recognition of a noncontrolling interest
(sometimes called "minority interest") as equity in the consolidated
financial statements and separate from the parent's equity. The amount
of net income (loss) attributable to the noncontrolling interest will be
included in consolidated net income (loss) on the face of the income
statement. FAS-160 is effective as of the the Company's fiscal year
beginning July 1, 2009. The Company does not anticipate this accounting
pronouncement to have asignificant impact on its financial position,
results of operations, and cash flows.
FAS No. 165, Subsequent Events
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." This
standard incorporates into authoritative accounting literature certain
guidance that already existed within generally accepted auditing
standards, with the requirements concerning recognition and disclosure
of subsequent events remaining essentially unchanged. This guidance
addresses events which occur after the balance sheet date but before the
issuance of financial statements. This standard added an additional
required disclosure relative to the date through which subsequent events
have been evaluated and whether that is the date on which the financial
statements were issued. SFAS 165 was effective as of the Company's
fiscal quarter beginning April 1, 2009. The adoption of this
accounting pronouncement does not have a significant impact on our
financial statements.
32
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
FAS No. 167, Amendments to FASB Interpretation No. 46(R)
In June 2009, the FASB issued FAS No. 167, "Amendments to FASB
Interpretation No. 46(R)". This standard requires the Company to
perform an analysis to determine whether the enterprise's variable
interest or interests give it a controlling financial interest in a
variable interest entity. This analysis identifies the primary
beneficiary of a variable interest entity as the enterprise that has
both of the following characteristics:
a. The power to direct the activities of a variable interest
entity that most significantly impact the entity's economic
performance, and
b. The obligation to absorb losses of the entity that could
potentially be significant to the variable interest entity or the
right to receive benefits from the entity that could potentially
be significant to the variable interest entity.
Additionally, an enterprise is required to assess whether it has an
implicit financial responsibility to ensure that a variable interest
entity operates as designed when determining whether it has the power to
direct the activities of the variable interest entity that most
significantly impact the entity's economic performance. This
pronouncement will be effective for the Company as of July 1, 2010. The
Company is assessing the impact that this pronouncement will have on its
balance sheet and its statements of operations and cash flows.
FAS No. 168, The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted
Accounting Principles a replacement of FASB Statement No. 162
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles a replacement of FASB Statement No. 162," and
approved the FASB Accounting Standards Codification (Codification) as
the single source of authoritative nongovernmental US GAAP. The
Codification does not change current US GAAP, but is intended to
simplify user access to all authoritative US GAAP by providing all the
authoritative literature related to a particular topic in one place. All
existing accounting standard documents were superceded and all other
accounting literature not included in the Codification is now considered
non-authoritative. As it relates to the Company, the Codification is
effective July 1, 2009 and requires all references to authoritative US
GAAP subsequent to June 30, 2009 to coincide with the appropriate
section of the Codification. The adoption of this accounting
pronouncement does not have a significant impact on our financial
statements.
33
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Emerging Issue Task Force (EITF) Issue 08-05: Issuer's Accounting for
Liabilities Measured at Fair Value with a Third-Party Credit Enhancement
EITF Issue 08-05:
"Issuer's Accounting for Liabilities Measured at Fair Value with a
Third-Party Credit Enhancement"applies to liabilities issued with an
inseparable third-party credit enhancement (for example, debt that is
issued with a contractual third-party guarantee) when they are measured
or disclosed at fair value on a recurring basis. The issuer of a
liability with a third-party credit enhancement that is inseparable from
the liability shall not include the effect of the credit enhancement in
the fair value measurement of the liability and shall disclose the
existence of the third-party credit enhancement on its issued liability.
This issue became effective as of January 1, 2009.
EITF Issue No. 08-6, Equity Method Investment Accounting Considerations
EITF Issue No. 08-6, "Equity Method Investment Accounting
Considerations" concluded that an entity shall measure its equity method
investment initially at cost and then recognize other-than-temporary
impairments of the equity method investment based on the change in the
assets it holds that gave rise to the investee's impairment charge.
Additionally, the equity method investor shall account for a share
issuance by an investee as if the investor had sold a proportionate
share of its investment. Any gain or loss to the investor resulting from
an investee's share issuance shall be recognized in earnings. This
issue became effective for the Company on July1, 2009.
3. Related party transactions
Consulting Services
During the years ended June 30, 2009 and 2008, we paid affiliated
companies $130,000 and $32,500, respectively, for consulting services.
Our CEO and CFO are executives with the affiliated companies. A portion
of these amounts are included in the loss from discontinued operations.
34
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Debt Securities and Notes Receivable
Amount Outstanding as of June 30,
2009 2008
---- -----
Corporate notes receivable to affiliates
- held to maturity $ 425,000 $ 13,000
Corporate debenture to affiliate - held to maturity 250,000 -
Debt securities - held to maturity, before impairment 675,000 13,000
Collectability reserve for temporary impairment (675,000) -
---------- ----------
Debt securities to affiliates - held to maturity $ - $ 13,000
========== ==========
In November 2008, the Company loaned $250,000 to two entities that had
pledged as collateral certain financial assets. The note receivable had
an interest rate with an APR of 6.82%. The principal and interest was
due in one year. The two entities are 10% shareholders of the Company.
In October 2009, the note receivable was satisfied through the issuance
of 265,500 shares of the common stock of The Saint James Company (Note
11 - Subsequent Events).
Uncollateralized
In November 2008, the Company loaned Saint James $150,000. The note
bears interest at a rate of 10.00% per annum, is without collateral, and
has principal and interest due in November 2009. The Company is a
related party of Saint James because we own or can convert notes
receivable into more than 10% of Saint James' outstanding stock.
In December 2008, the Company loaned Saint James $25,000. The note
bears interest at a rate of 10% per annum, is without collateral, and
has principal and interest due upon demand.
35
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Modification of the Uncollateralized Notes Receivable
Concurrent with entering into the straight convertible debenture
agreement, the Company's then existing $150,000 and $25,000 notes
receivable were modified to provide for the notes' outstanding balances
to in whole or in part be converted at the Company's option into shares
of the common stock of Saint James at $0.50 per share. On January 6,
2010, these notes receivable were converted into Saint James stock (Note
11, Subsequent Events).
Straight Convertible Debenture Agreement
In June 2009, the Company entered into a $500,000 straight convertible
debenture agreement with Saint James. The debenture agreement is
without collateral and bears an annual interest rate of the Wall Street
Journal prime rate plus 8% (11.5% at June 30, 2009). All principal and
accrued interest is due June 30, 2010 and is convertible at the option
of the Company into shares of the common stock of Saint James at $0.50
per share. At September 30, 2009, the Company had advanced the entire
$500,000 of the debenture agreement. On January 6, 2010, the $500,000
debenture was converted into Saint James stock (Note 11, Subsequent
Events).
All held to maturity debt securities are due within one year as of June
30, 2009.
Available for Sale Marketable Securities of Affiliate
At June 30, 2009, the Company held 180,000 shares of Saint James common
stock for investment purposes. The fair value of the marketable
securities is $0 at June 30, 2009.
4. Sale of Subsidiary - VanMag
In 2006, the Company entered into an agreement with an Australian entity
to sell its 66.67% interest in its subsidiary VanMag. After a series of
breached agreements by the buyer; a Third Addendum to the Initial
Agreement (the Third Addendum) was entered into in July 2008 with all
pervious related agreements and understandings being cancelled with a
transaction price of $9,275,000. The Third Addendum resulted in the
Company in fiscal 2009 recognizing a $963,988 restructuring gain in
other income and a $363,469 gain on foreign currency conversion in other
comprehensive income.
In October 2008, the buyer made a payment to the Company of 15,000,000
South African Rand (at the agreed upon conversion rate of eight South
African Rand to one US Dollar). The Company realized a loss on currency
translation of $290,260 reported as other comprehensive income.
7,000,000 Rand (US $739,545) was sent to South Africa to satisfy
remaining VanMag liabilities and other Company liabilities.
36
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
In November 2008, the buyer failed to pay the remaining 30,000,000 South
African Rand payment. The Company and buyer informally agreed that the
remaining amount payable of 30,000,000 Rand would be due and payable in
the amount of $3,750,000 (US$). This amendment resulted in a
restructuring gain of $787,037. In May 2009, a settlement agreement was
reached whereby the Company would receive $1,000,000 and 1,000,000 South
African Rand in full satisfaction of the outstanding receivable. In
addition, the Company received a royalty agreement on future sales based
on a rate of $0.50 per ton, not to exceed $3,000,000 over the total
agreement. The Company does not anticipate receiving any royalties
arising from this agreement. The 1,000,000 South African Rand was paid
directly to Titan Processors (Pty) Ltd of South Africa and the Company
received the $1,000,000. As a result of the completion of the informal
settlement to the Third Addendum the Company recognized a loss of
$2,750,000.
5. Property and Equipment
Our office equipment and furniture, with a cost basis of $10,242, was
fully depreciated prior to the periods that are being reported upon. As
the office equipment and furniture is still being used by the Company,
its fully depreciated costs are carried on its books at June 30, 2009.
In August 2008, the Company entered a lease agreement for a copier for
39 months which is classified as a capital lease. Accordingly, the
Company capitalized the capital lease and the capital lease obligation.
The Company recognized depreciation expense of $2,150 and $0 for the
period ended June 30, 2009 and 2008, respectively.
6. Commitments and Contingencies
Legal actions
Certain conditions may exist as of the date the financial statements are
issued which may result in a loss to the Company, but which will only be
resolved when one or more future events occur or fail to occur. The
Company's management and its legal counsel assess such contingent
liabilities, and such assessment inherently involves an exercise of
judgment. In assessing loss contingencies related to legal proceedings
that are pending against the Company or unasserted claims that may
result in such proceedings, the Company's legal counsel evaluates the
perceived merits of any legal proceedings or unasserted claims as well
as the perceived merits of the amount of relief sought or expected to be
sought therein.
37
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
If the assessment of a contingency indicates that it is probable that a
material loss has been incurred and the amount of the liability can be
estimated, then the estimated liability would be accrued in the
Company's financial statements. If the assessment indicates that a
potentially material loss contingency is not probable but is reasonably
possible, or is probable but cannot be estimated, then the nature of the
contingent liability, together with an estimate of the range of possible
loss if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless
they involve guarantees, in which case the guarantees would be
disclosed.
The Company is party to an ongoing lawsuit in the High Court of South
Africa related to the sale of the Company's ownership of the VanMag
subsidiary. The buyer of the Company's ownership interest has released
the Company from any liability in the matter. As such, the Company does
not expect to incur any future expenses related to this matter.
Going Concern and Management's Plan
The Company has incurred net losses from continuing operations for the
years ended June 30, 2009 and 2008 of $2,634,683 and $741,053,
respectively and has an accumulated deficit of $3,175,095 at June 30,
2009. The Company has cash available in the amount of approximately
$326,136 at of June 30, 2009. The Company has discontinued all of its
Diamonaire operations as of June 30, 2009 (Note 7). The Company has
historically relied on its ability to raise money through debt and the
sale of stock to meet its cash flow requirements. The preceding factors
raise substantial doubt about the Company's ability to continue as a
going concern. As a result, the Company will need additional funds to
sustain the pursuit of operations and meet current corporate
obligations.
Lease commitments
The Company leases office space and equipment under noncancelable
leases. The following is a schedule by years of future minimum rentals
under the leases for the 12 month periods ending June 30:
Year Amount
2010 $ 20,221
2011 20,739
2012 10,026
2013 -
2014 and thereafter -
--------
Total $ 50,986
========
38
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
The Company recognized rental expense of $35,985 and $40,166 for the
years ended June 30, 2009 and 2008, respectively. The Company occupies
its Englewood, Colorado facility under a rental agreement that has a
lease term that expired in December 2008. On October 1, 2008, the
Company entered into an agreement to extend the lease term for an
additional 36 months ending December 2011. On August 15, 2008, the
Company entered into a capital lease agreement for a copier for 39
months ending October 2011.
The Company subleases space in its office to two tenants. Sublease
income for the years ended June 30, 2009 and 2008 was $27,000 and
$28,300, respectively. All sublease income is treated as a reduction in
rent expense.
7. Discontinued operations
The following foreign subsidiary has been abandoned and is classified as
discontinued operations under the provisions of Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal
of Long-lived Assets as of June 30, 2009 and 2008.
Diamonaire Exploration (Pty) (Ltd)
In June 2008, the Company adopted a plan to discontinue the operations
of Diamonaire. This plan anticipated that the operations would be sold
or abandoned within a one year period during which the activities of
Diamonaire were to continue. The Company was unable to sell Diamonaire
and the entity was abandoned in April 2009. Diamonaire's pretax loss,
reported in discontinued operations, for the years ended June 30, 2009
and 2008 was $220,867 and $1,460,879, respectively. The entity has been
classified as discontinued operations for the years ending June 30, 2009
and 2008. The balance sheet was written off upon the abandonment in
April 2009.
The assets and liabilities of the discontinued operations are presented
separately under the captions "Assets of discontinued operations" and
"Liabilities of discontinued operations" in the June 30, 2008 balance
sheet.
39
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
As of June 30, 2008
-------------------
Assets of discontinued operations: Diamonaire
Current assets $23,706
Long term assets -
-------
Total assets $23,706
Liabilities of discontinued division:
Current liabilities $734,176
Long term liabilities -
--------
Total liabilities $734,176
========
The accompanying table illustrates the reporting of the discontinued
operations on the face of the Statements of Operations for the years
ended June 30, 2009 and June 30, 2008.
For the Year Ended
June 30, 2009
------------------
Diamonaire
Gain on sale of subsidiary $ -
Provision for income taxes -
Gain on sale of subsidiary, net of taxes -
Discontinued operations:
Loss from operations of discontinued operations (220,867)
Income tax benefit 49,160
-----------
Loss on discontinued operations $ (171,707)
40
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
For the Year Ending
June 30, 2008
-------------------
Diamonaire
Gain on sale of subsidiary -
Provision for income taxes -
-----------
Gain on sale of subsidiary, net of taxes -
Discontinued operations:
Loss from operations of discontinued operations (1,460,879)
Income tax benefit 555,971
----------
Loss on discontinued operations $ (904,908)
8. Loss Per Share
Loss per share is computed by dividing net income by the
weighted-average number of common shares outstanding during the period.
Diluted loss per share is computed by dividing net loss by the
weighted-average number of common shares and dilutive potential common
shares outstanding during the period. The computation of basic earnings
per share and diluted earnings per share for "Loss from continuing
operations" is as follows:
For the Year Ended June 30,
--------------------------
2009 2008
---- ----
Loss from continuing operations $(2,634,683) $ (741,053)
=========== ===========
Weighted-average number of common
shares outstanding - Basic 22,551,320 22,032,195
Effect of dilutive securities
- Stock options - -
----------- -----------
Weighted-average number of common
shares outstanding - Basic and
Diluted 22,551,320 22,032,195
=========== ===========
Net earnings per share from continuing
operations:
Basic and Diluted $ (0.12) $ (0.03)
=========== ===========
The following securities were not included in the computation of diluted
net loss per share as their effect would have been anti-dilutive:
41
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
2009 2008
---- ----
Options to purchase common stock 1,000,000 1,000,000
9. Equity
In December 2007, the Company issued 1,000,000 shares in a private
placement for $80,000. Transaction costs were $80,000, resulting in no
increase to equity.
In June 2009, the Company issued 9,000,000 common shares to affiliated
entities in exchange for 180,000 common shares of The Saint James
Company (STJC.OB) ("Saint James"). The fair value of the shares at the
time of acquisition was $180,000, based on level 3 fair value inputs.
Events occurring after the transaction resulted in the shares
temporarily losing all value. At June 30, 2009, the fair value of the
shares acquired was $0. The temporary loss is shown as other
comprehensive income. The Saint James shares are restricted for one
year and the Company is prohibited from owning more than 4.99% of the
outstanding shares of Saint James at any time.
Stock options
In May 2004, we granted a Director an option to purchase 1,000,000
shares of our common stock at $.13 per share. The options vest
immediately and expire five years from the grant date. The fair value
of the options were estimated at $22,000. In November 2008, we modified
the terms of the options to extend the expiration date to November 2010
and to reduce the strike price to $0.02 per share. The fair value for
these options was estimated at $16,300 at the date of modification using
the Black-Scholes option-pricing model with the following assumptions:
42
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
The following schedule summarizes our stock option activity:
Weighted Weighted
Average Average Aggregate
Exercise Remaining Intrinsic
Options Price Term Value
------- -------- --------- ---------
Options granted - - - -
Options exercised - - - -
Options expired - - - -
Outstanding at June 30, 2007 1,230,000 $0.13 $1.55 $36,900
========== ===== ===== ========
Options granted - - - -
Options exercised - - - -
Options expired (230,000) - - -
--------- ---- ----- --------
Outstanding at June 30, 2008 1,000,000 $0.13 $0.85 $ -
========== ===== ===== ========
Options granted - - - -
Options exercised - - - -
Options expired - - - -
--------- ---- ----- --------
Outstanding at June 30, 2009 1,000,000 $0.02 $1.35 $25,000
========== ===== ===== ========
10. Income taxes
At June 30, 2009, the Company has available an unused net operating loss
carryforward that may be applied against future taxable income and that
expire as follows:
Net Operating Loss
Year of Expiration Carryforwards
------------------ ------------------
2010 -
2011 -
2012 -
2013 -
2014 and thereafter $1,709,602
----------
Total $1,709,602
A reconciliation of the U.S. statutory federal income tax rate to the
effective tax rate is as follows:
43
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
For the year ended
June 30, June 30,
2009 2008
-------- --------
Tax expense at U.S. 40.9% 40.9%
Statutory rate
Valuation allowance (40.9)% (40.9)%
---- ----
Effective income tax rate -% -%
==== ====
At June 30, 2009 and 2008, a deferred tax consisted of the benefit of
loss carryforwards of $1,709,602 and $1,022,205, respectively. The
operating loss carryforward was not utilized in fiscal 2009 because the
VanMag receivable was settled for an amount significantly below the
receivable balance. This resulted in a tax benefit on continuing
operations of $785,649 and $379,533 for the years ended June 30, 2009
and 2008, respectively. The net operating loss carry forward expires
through the year 2028.
11. Subsequent Events (Unaudited)
Straight Convertible Debenture Agreement
In July 2009, the Company loaned Saint James the remaining $250,000 of
the $500,000 convertible debenture agreement.
Loan
In July 2009, the Company loaned a consultant $100,000. The loan bears
interest at 6% and was due on September 30, 2009. It remains
outstanding.
Conversion of Notes Receivable
In October 2009, the Company accepted 265,500 restricted common shares
of The Saint James Company in satisfaction of a $250,000 note receivable
and the related accrued interest. The fair value of the Saint James
shares at December 31, 2009 was $0.
On January 6, 2010, the Company converted notes receivable to The Saint
James Company totaling $675,000 into 1,350,000 common shares of The
Saint James Company at the conversion price of $0.50 per share. As
incentive for the conversion, Saint James agreed to pay the accrued
interest on these notes totaling $47,248 as of December 31, 2009, in two
installments, a $27,248 immediate payment and a $20,000 payment on
February 15, 2010. The fair value of the Saint James shares at the time
of conversion was $0.
44
Pinnacle Resources, Inc.
Notes to the Financial Statements
As of June 30, 2009 and 2008 and
For Each of the Two Years in the Period Ended June 30, 2009
Business Combination
On January 8, 2010, the Company entered into a share exchange agreement
(the "Agreement") with Iron Eagle Group, a Nevada corporation ("Iron
Eagle"). Pursuant to the Agreement, the Company issued an aggregate of
373,491,825 shares of its common stock (the "Agreement Shares") to the
Iron Eagle Shareholders in exchange for all of the issued and
outstanding Iron Eagle capital stock. As a result of the Agreement,
Iron Eagle became a wholly-owned subsidiary of the Company. There has
been a change in the ownership control of the Company as of January 8,
2010 as the Iron Eagle shareholders own 92% of the Company's outstanding
common shares.
The Agreement provides for the Agreement Shares to be held in escrow and
their release subject to future performance by Iron Eagle before October
8, 2010:
(i) Iron Eagle shall enter into one or more agreements to acquire
construction, infrastructure or related companies with aggregate fiscal
2009 or last twelve (12) months audited EBITDA, adjusted for non-
recurring expenses, of at least One Million Eight Hundred Thousand
Dollars ($1,800,000) or
(ii) The Company's Board of Directors unanimously votes to authorize
the release of the Agreement Shares.
Iron Eagle advanced a $10,000 loan to the Company on the execution of
the Agreement. In the event that Iron Eagle fails to complete its
future performance obligations described in (i) and (ii) above, the
escrow agent is instructed to return all 373,491,825 shares of the
Company's common stock held in the escrow to the Company and the Company
would be released from its obligation to repay the $10,000 loan received
from Iron Eagle as part of the Agreement.
Iron Eagle was formed in November 2009 and as of December 31, 2009 had
assets of $10,000, liabilities of $270,000 and an accumulated deficit of
$260,000. Iron Eagle's loss for the two month period ended December 31,
2009 was $260,000.
45
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Controls and Procedures.
(a) As of June 30 of the years 2009 and 2008, the Chief Executive
Officer and Chief Financial Officer of the registrant carried out an
evaluation of the effectiveness of the registrant's "disclosure controls
and procedures" as defined in Securities Exchange Act of 1934 Rule 13a-
15 and 15d-15. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of the end of each period
covered by this report, the registrant's disclosure controls and
procedures were adequate and effective in timely alerting them to
material information relating to the registrant required to be included
in the registrant's periodic SEC filings.
(b) There were no changes in the registrant's internal control over
financial reporting that occurred during the years ended June 30, 2009
and 2008 that materially affected, or are reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
Evaluation of Disclosure Controls and Procedures:
We maintain disclosure controls and procedures, as defined in Rules 13a-
15(e) and 15d-15(e) under the Exchange Act that are designed to insure
that information required to be disclosed in the reports we file or
submit under the Exchange Act is recorded, processed, summarized and
reported within the periods specified in the Securities and Exchange
Commission's rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), or the persons
performing similar functions, to allow timely decisions regarding
required disclosure.
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has evaluated
the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this annual report. Based on that
evaluation, our CEO and CFO, or the persons performing similar
functions, concluded that our disclosure controls and procedures were
effective as of June 30, 2009.
Management's Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over
financial reporting is the process designed by and under the supervision
of our CEO and CFO, or the persons performing similar functions, to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external
46
reporting in accordance with accounting principles generally accepted in
the United States of America. Management has evaluated the
effectiveness of our internal control over financial reporting using the
criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control over Financial Reporting
- Guidance for Smaller Public Companies.
Under the supervision and with the participation of our CEO and CFO, or
the persons performing similar functions, our management has assessed
the effectiveness of our internal control over financial reporting as of
June 30, 2009, and concluded that it is effective.
This annual report does not include an attestation report of the
registrant's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject
to attestation by the registrant's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission
that permit the registrant to provide only management's report in this
annual report.
Evaluation of Changes in Internal Control over Financial Reporting:
Under the supervision and with the participation of our CEO and CFO, or
those persons performing similar functions, our management has evaluated
changes in our internal controls over financial reporting that occurred
during the fourth quarter of 2009. Based on that evaluation, our CEO
and CFO, or those persons performing similar functions, did not identify
any change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Important Considerations:
The effectiveness of our disclosure controls and procedures and our
internal control over financial reporting is subject to various inherent
limitations, including cost limitations, judgments used in decision
making, assumptions about the likelihood of future events, the soundness
of our systems, the possibility of human error, and the risk of fraud.
Moreover, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate
because of changes in conditions and the risk that the degree of
compliance with policies or procedures may deteriorate over time.
Because of these limitations, there can be no assurance that any system
of disclosure controls and procedures or internal control over financial
reporting will be successful in preventing all errors or fraud or in
making all material information known in a timely manner to the
appropriate levels of management.
ITEM 9B. OTHER INFORMATION
None
47
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Board of Directors
The following persons listed below have been retained to provide
services as director until the qualification and election of his
successor. All holders of common stock will have the right to vote for
directors.
The Board of Directors has primary responsibility for adopting and
reviewing implementation of the business plan of the registrant,
supervising the development business plan, review of the officers'
performance of specific business functions. The Board is responsible
for monitoring management, and from time to time, to revise the
strategic and operational plans of the Company. A director shall be
elected by the shareholders to serve until the next annual meeting of
shareholders, or until his or her death, or resignation and his or her
successor is elected. Presently, Directors receive no compensation or
fees for their services rendered in such capacity.
The Executive Officers and Directors are:
Name Position Term(s) of Office
Glen R. Gamble, age 65 President, Director, From Inception
Chief Executive Officer to present
Robert A. Hildebrand, age 82 Vice President, Director From Inception
Secretary/ Treasurer to present
Chief Financial Officer, From June 26, 2000
President to present
Resumes.
Glen R. Gamble._ Chief Executive Officer and Director. Mr. Gamble has
served as an officer and director of variety of companies engaged in the
fields of mining, oil and gas, cattle, real estate and resource
financing. Currently, Mr. Gamble is the manager of Viatica Fund, LLC; a
director of Natural Buttes Gas Corp.; manager of Desert Flower Mining,
LLC; and president and chairman of Victory Minerals Corp. and the
registrant. Mr. Gamble serves on the board of directors of Vanadium and
Magnetite Exploration and Development (Pty) Ltd., both subsidiaries of
the registrant.
Mr. Gamble graduated from Lakewood High School in 1962, performed three
years of military service in the U.S. Army from which he was Honorably
Discharged in May 1966. Mr. Gamble attended the University of Colorado
and graduated with a Bachelor of Science degree in Accounting and
Finance in 1970.
In 1995, prior to his involvement with the registrant, Mr. Gamble, along
with another party, invested in discounted insurance policies called
viatical settlements. Mr. Gamble headed up this two party investment in
Viatica Fund and Viatica Management, LLC. Viatica Fund was unable to
become liquid as only one of the fund's insurance policies matured, and
48
even today, eight years later the remaining insurance policies are still
in place. Based on an allegation that the funds had not been
distributed as agreed, the Colorado Securities Commission alleged that
Mr. Gamble violated the anti-fraud provisions of the Colorado Securities
Act. Upon appeal by the Colorado Securities Commission of a lower court
decision in favor of Mr. Gamble, the appellate court reversed the lower
court decision. In order to avoid further litigation, Mr. Gamble
accepted, on April 16, 2003, an Order of Permanent Injunction and Other
Relief wherein Mr. Gamble neither admitted nor denied that the
allegations in the complaint were true. Mr. Gamble did agree to be
restrained and enjoined from associating with anyone in the business of
viatical settlements; or to offer for sale any security in Colorado that
has not been registered; or is not exempt from registration; or from
engaging in Colorado as a securities broker, investment adviser or
investment adviser representative. Additionally, Mr. Gamble is
prohibited, in connection with the offer, sale or purchase of any
security in the Colorado, directly or indirectly from violating the
anti-fraud provisions of the Colorado Securities Act.
Robert A. Hildebrand, Professional Engineer, B.Sc., -Vice President,
Chief Financial Officer and Director. R.A. Hildebrand is a registered
professional mining engineer. He holds a geological engineering degree
from the Colorado School of Mines and a completion certificate from
LaSalle University in business administration. He has been active in
mineral exploration and production for 53 years having held operating
and executive positions with both major and junior, publicly-held mining
companies operating in Africa, South America, China and North America.
From 1996 to 1998, Mr. Hildebrand served as vice president and treasurer
for the Environmental Assurance Corporation, a private company engaged
in the reclamation and financing of contaminated real estate. He also
acted for eleven years (1980 to 1991) as the Consul (Hon.) of the
Netherlands for Colorado, New Mexico and Wyoming. In 1991, Her Majesty
Queen Beatrix appointed Mr. Hildebrand a knight in The Order of Oranje-
Nassau.
Mr. Hildebrand is, or was within the past years, an officer and/or
director of the following public companies: Anooraq Resources, General
Mining Company, Resource Finance Group Ltd., International Methane
Company and Polaris Resources, Inc.
Conflicts of Interest. The registrant will be subject to various
conflicts of interest between the registrant and its Affiliates. Since
the executive officers and directors will control the daily operations
of the registrant and its Affiliates, there may be occasions when the
interests of the registrant's Affiliates may be inconsistent with the
interests of the registrant.
Allocation of Management Time. The registrant will rely on its officers
to manage the registrant's business operations. Currently, the officers
are devoting a minimal amount of their time for the operation of the
registrant. The registrant may obtain additional officers, as
necessary. As such, and until all of their positions become "full
time," there will be conflicts of interest in allocating management
49
time, services and functions between the registrant and its Affiliates.
These individuals may engage for their own account, or for the account
of others in other business ventures for which the registrant shall not
be entitled to any interest.
The registrant may, at some time in the future, compete with others for
the management services of the current and future officers of the
registrant. As a result, these individuals may be placed in a position
where their decision to favor other operations in which they are
associated over those of the registrant will result in a conflict of
interest. It should also be noted that it may be expedient for them to
favor one operation over another since their participation in such
operations will vary.
In allocating their time, they will recognize their fiduciary
obligations to the registrant, the prevailing industry standards and the
financial situation of the registrant.
Conflicts of Interest Policy. The registrant has adopted a policy that
any transactions with directors, officers or entities of which they are
also officers or directors or in which they have a financial interest,
will only be on terms consistent with industry standards and approved by
a majority of the disinterested directors of the registrant's board of
directors. No such transactions by the registrant shall be either void
or voidable solely because of such relationship or interest of directors
or officers or solely because such directors are present at the meeting
of the board of directors of the registrant or a committee thereof which
approves such transactions, financial interest is disclosed or known by
the Board of Directors or committee and noted in the minutes, and the
Board or committee authorizes, approves or ratifies the contract or
transaction in good faith by a vote for that purpose without counting
the vote or votes of such interested directors; or (ii) the fact of such
common directorship or financial interest is disclosed to or known by
the shareholders entitled to vote and they approve or ratify the
contract or transaction in good faith by a majority vote or written
consent of shareholders holding a majority of the common shares entitled
to vote (the votes of the common or interested directors or officers
shall be counted in any such vote of shareholders), or (iii) the
contract or transaction is fair and reasonable to the registrant based
on the material similarity of terms to recent consulting agreements not
involving interested parties, or in all other agreements by competitive
bids, at the time it is authorized or approved. In addition, interested
directors may be counted in determining the presence of a quorum at a
meeting of the board of directors of the registrant or a committee
thereof which approves such transactions.
Non-Qualified and Incentive Stock Option Plans
The registrant does not currently have any stock option plans.
50
Section 16(a) Beneficial Ownership Reporting Compliance
To the Registrant's knowledge, no director, officer or beneficial owner
of more than ten percent of any class of equity securities of the
Registrant failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during the period July 2008 through June 2009.
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
Corporate Governance
There have been no changes in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In
addition to having no nominating committee for this purpose, we
currently have no specific audit committee and no audit committee
financial expert. Based on the fact that our current business affairs
are simple, any such committees are excessive and beyond the scope of
our business and needs.
ITEM 11. EXECUTIVE COMPENSATION
As operations increase, the registrant intends to enter into employment
agreements with it officers. Upon funding, either through revenues from
operations, a private placement or initial public offering, should the
amount justify the salary demands, the key management of the registrant
would be compensated according to their duties. No specific details
have been determined.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
The following tabulates holdings of shares of the registrant by each
person or entity who, subject to the above, as of December 31, 2009,
holds of record or is known by management to own beneficially more than
5.0% of the common shares and, in addition, by all directors and
officers of the registrant individually and as a group. Each named
beneficial owner has sole voting and investment power with respect to
the shares set forth opposite his name.
Percentage of
Number & Class (1) Outstanding
Name and Address of Shares Common Shares
Glen R. Gamble
12892 Sierra Circle
Parker, CO 80134 200,000 .62%
Robert A. Hildebrand
405 Detroit Street
Englewood, CO 80206 1,410,000 4.34%
51
Beverly Jo Gamble
12892 Sierra Circle
Parker, CO 80134 200,000 .62%
Victory Minerals Corp.
7345 E. Peakview
Englewood, CO 80111 2,500,000 7.70%
Re-Group, Inc.
9600 E. Arapahoe Road #260
Englewood, Co 80112 942,500 2.90%
Gary E. Smolen
104 Pleasant Street
Meredith, NH 03253 1,200,000 3.69%
South Beach Ventures LLC
c/o Gary E. Smolen, Mgr
104 Pleasant Street
Meredith, NH 03253 1,000,000 3.08%
All Directors & Officers
as a group (2 persons) 4,310,000 13.27%
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares beneficially
owned, subject to applicable community property laws.
Beverly Jo Gamble is married to Glen R. Gamble, an officer and director
of the registrant. As a result, Glen R. Gamble would be deemed to be a
beneficial owner of the Common Shares owned of record by Beverly Jo
Gamble. Nevertheless, Glen R. Gamble disclaims any beneficial ownership
of the Common Shares owned of record by his wife.
Victory Minerals Corp. is a corporation controlled by Glen R. Gamble, an
officer and director of the registrant. As a result, Glen R. Gamble
would be deemed to be a beneficial owner of the 2,500,000 common shares
owned of record by Victory Minerals Corp.
Daniel J. Boone and Jerry Welch are principals of Re-Group, Inc.
Gary E. Smolen is an individual who has performed IR/PR and other
services for the Company. He has been appointed as the manager of South
Beach Ventures and as such the shares under his jurisdiction are subject
to influence from the registrant's management.
52
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Glen Gamble, president of the registrant, is also an officer and
director of Victory Minerals Corporation, a significant shareholder of
the registrant's common stock.
During the years ended June 30, 2009 and 2008, we paid affiliated
companies $130,000 and $32,500, respectively, for consulting services.
Our CEO and CFO are executives with the affiliated companies. A portion
of these amounts are included in the loss from discontinued operations.
The registrant's Board of Directors consists of Glen R. Gamble and
Robert A. Hildebrand. Glen R. Gamble is not independent as such term is
defined by a national securities exchange or an inter-dealer quotation
system. During the fiscal years ended June 30, 2009 and 2008, there were
no transactions with related persons other than as described in the
section above.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit Fees. In 2008, the registrant retained M & K CPAs PLLC for $39,328
to prepare the audited statements. Subsequently, the Company released M
and K CPAs PLLC and engaged Kelly and Company to conduct our audits. As
a result, we incurred aggregate fees and expenses of $138,328 for the
2009 and 2008 audits. Such fees included work completed for our annual
audit and for the review of our financial statements included in our
Form 10-Q each quarter.
Tax Fees. We did not incur any aggregate tax fees and expenses M&K CPA's
or Kelly and Company for the 2009 and 2008 fiscal years for professional
services rendered for tax compliance, tax advice, and tax planning.
All Other Fees. We did not incur any other fees Kelly and Company during
fiscal 2009 and 2008. The board of directors, acting as the Audit
Committee considered whether, and determined that, the auditor's
provision of non-audit services was compatible with maintaining the
auditor's independence. All of the services described above for fiscal
year 2009 and 2008 were approved by the Board of Directors pursuant to
its policies and procedures. We intend to continue using Kelly and
Company solely for audit and audit-related services, tax consultation
and tax compliance services, and, as needed, for due diligence in
acquisitions.
53
Part IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) List of Financial statements included in Part II hereof
Balance Sheets, June 30, 2009
Statements of Operations for the years ended June 30, 2009 and 2008,
Statements of Stockholders' Equity for the years ended June 30, 2008 and
2006
Statements of Cash Flows for the years ended June 30, 2009 and 2008
Notes to the Financial Statements
(a)(2) List of Financial Statement schedules included in Part IV hereof:
None
(a)(3) Exhibits
The following of exhibits are filed with this report:
(3.1) Articles of Incorporation incorporated by referenced to Form 10SB
filed August 7, 1997, File No. 0-22965
(3.2) Amendment to Articles of Incorporation incorporated by referenced
to Form 10SB filed August 7, 1997, File No. 0-22965
(3.3) Bylaws incorporated by reference to Form 10SB filed August 7,
1997, File No. 0-22965
(3.4) Amendment to Bylaws dated July 1, 1997 incorporated by reference
to Form 10SB filed October, 1997.
(4.1) Specimen Common Stock Certificate incorporated by reference to
Form 10SB filed August 7, 1997, File No. 0-22965
(31) 302 certifications
(32) 906 certifications
54
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Report to be signed on its behalf by the undersigned duly authorized
person.
Date: January 20, 2010
Pinnacle Resources, Inc.
/s/ Glen R. Gamble
------------------------------------
By: Glen R. Gamble, President
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
/s/ Glen R. Gamble January 20, 2010
-----------------------
Glen R. Gamble
President and Director
(Chief Executive Officer)
/s/ Robert A. Hildebrand January 20, 2010
------------------------
Robert A. Hildebrand
Secretary/ Treasurer and Director
(Chief Financial Officer)
