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EX-31.1 - Tuffnell Ltd.tuffnellexhibit311.htm
EX-32.2 - Tuffnell Ltd.tuffnellexhibit321.htm

1



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       For the quarterly period ended   December 31, 2009

 

[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

      For the transition period _____________to______________

      Commission File Number 333-156526

 

TUFFNELL LTD.

 

 

(Exact name of small Business Issuer as specified in its charter)

 


Nevada

  

26-2463465

---------------------------------

 

------------------------------

(State or other jurisdiction of

  

(IRS Employer Identification No.)

incorporation or organization)

  

  


1802 N. Carson Street

  

  

Carson City,

  

89701

----------------------------------------

 

------------------------------

(Address of principal executive offices)

  

(Postal or Zip Code)


Issuer's telephone number, including area code:

 

    (775) 721-0542

  

 

 ----------------------------


 

N/A

 

 

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

 

 

last report)

 


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

[  X  ] Yes [    ] No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer [   ]                                                      Accelerated filer [   ]

Non-accelerated filer [   ]                                                        Small reporting company [ X ]


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


State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 58,860,000 shares of common stock at a par value of $0.001 outstanding as of January 28, 2010.




2




PART I.

FINANCIAL INFORMATION


Item 1.

Financial Statements






3



TUFFNELL LTD.

(An Exploration Stage Company)

BALANCE SHEETS


ASSETS

 

 

 

 

December 31, 2009

September 30, 2009

 

(Unaudited)

 

Current assets:

 

 

 

 

 

Cash

 $         572

 $          444

 

 

 

Total current assets

572

444

 

 

 

Total Assets

 $         572

 $          444

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 $              -

 $               -

Notes payable - related party

39,440

31,740

 

 

 

Total current liabilities

39,440

31,740

 

 

 

Total liabilities

39,440

31,740

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

Common stock, $0.001 par value, 75,000,000 shares authorized,

58,860,000 shares issued and outstanding at

December 31, 2009 and September 30, 2009

58,860

58,860

 

 

 

Additional paid-in capital

(24,960)

(24,960)

 

 

 

Deficit accumulated during the exploration stage

(72,768)

(65,196)

 

 

 

Total stockholders' deficit

(38,868)

(31,296)

 

 

 

Total liabilities and stockholder's deficit

 $        572

 $        444


The accompanying notes are an integral part of these financial statements.






4



TUFFNELL LTD.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS


For the three months ended December 31, 2009 and 2008 and the period from

July 26, 2007 (inception) through December 31, 2009

(Unaudited)


 

Three months

Three months

Inception through

 

December 31, 2009

December 31, 2008

December 31, 2009

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Mineral exploration

 $            -

 $              -

 $       4,300

 

 

 

 

General and administrative

7,572

22,341

68,468

 

 

 

 

Net loss

$  (7,572)

 $  (22,341)

$  (72,768)

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

Basic and diluted

$     (0.00)

$      (0.00)

 

 

 

 

 

Weighted average shares

 

 

 

outstanding:

 

 

 

 

 

 

 

Basic and diluted

58,860,000

49,640,870

 



The accompanying notes are an integral part of these financial statements.






5



TUFFNELL LTD.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS


For the three months ended December 31, 2009 and 2008 and the period from

July 26, 2007 (inception) through December 31, 2009

(Unaudited)


 

Three months

Three months

Inception through

 

December 31, 2009

December 31, 2008

December 31, 2009

 

 

 

 

CASH FLOWS FROM OPERATING

 

 

 

ACTIVITIES:

 

 

 

 

 

 

 

Net loss

$    (7,572)

 $   (22,341)

$    (72,768)

 

 

 

 

Adjustment to reconcile net loss to

 

 

 

cash used in operating activities:

 

 

 

 

 

 

 

Net change in:

 

 

 

 

 

 

 

Accounts payable

-

2,236

-

 

 

 

 

CASH FLOWS USED IN OPERATING

 

 

 

ACTIVITIES:

(7,572)

(20,105)

(72,768)

 

 

 

 

CASH FLOWS FROM FINANCING

 

 

 

ACTIVITIES:

 

 

 

 

 

 

 

Cash received from the sale of

-

30,400

33,900

common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder advances

7,700

(7,200)

39,440

 

 

 

 

CASH FLOWS PROVIDED BY

 

 

 

FINANCING ACTIVITIES:

7,700

23,200

73,340

 

 

 

 

NET INCREASE IN CASH

128

3,095

572

 

 

 

 

Cash, beginning of period

444

15,239

-

 

 

 

 

Cash, end of period

 $          572

 $    18,334

 $           572

 

 

 

 

SUPPLEMENTAL CASH FLOW

 

 

 

INFORMATION

 

 

 

 

 

 

 

Cash paid on interest expenses

 $              -

 $             -

 $                -

 

 

 

 

Cash paid for income taxes

 $              -

 $             -

 $                -



The accompanying notes are an integral part of these financial statements.






6



TUFFNELL LTD.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2009

(UNAUDITED)


Note 1

Basis of Presentation


The accompanying unaudited interim financial statements of Tuffnell Ltd. ("Tuffnell" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2009, as reported in the Form 10-K, have been omitted.  


The Company has evaluated subsequent events for recognition or disclosure through January 28, 2010, the date these financial statements were available to be issued.


 Note 2

Related Party Transactions

The company was charged the following by a director of the Company:

 

Three months ended December 31, 2009  

Three months ended  December 31, 2008

 

 

 

Management fees

$       -

$             1,000

The related party loan is due to a director of the Company for funds advanced.  The loan is unsecured, non-interest bearing and has no specific terms for repayment.







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Item 2.

Management’s Discussion and Analysis or Plan of Operation


This document includes statements that may constitute forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 . We caution readers regarding certain forward-looking statements in this document, press releases, securities filings, and all other documents and communications.  All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q (" Report ") are forward looking.  The words "believes”, "anticipates”, "estimates”, “expects”, and words of similar import, constitute "forward-looking statements”.  While we believe in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks.  As a result of such risks, our actual results could differ materially from those expressed in any forward-looking statements made by, or on behalf of, our company.  We will not necessarily update information if any forward-looking statement later turns out to be inaccurate.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks and uncertainties set forth in our Registration Statement on Form S-1, as well as in other documents we file with the Securities and Exchange Commission ("SEC").


The following information has not been audited.  You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements included in this report.


Plan of Operations


We have commenced operations as an exploration stage company.  We are engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover.  We own a 100% interest in four mineral claims known as the Use 1 - 4 claims, which are located in the west-central area of the State of Nevada, approximately 18 air miles west of the town of Tonopah.  We purchased these claims from Western Minerals Inc.


Our plan of operation is to continue exploration work on the Use 1 - 4 claims, subject to review of the results from the first phase of exploration, in order to ascertain whether they possess economic quantities of gold.  There can be no assurance that an economic mineral deposit exists on the Use 1 - 4 claims until appropriate exploration work is completed.


Even if we complete our proposed exploration programs on the Use 1 - 4 claims and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.


Results of Operations for the Three Months Ending December 31, 2009


We have not earned any revenues from our incorporation on July 26, 2007 to December 31, 2009.  We do not anticipate earning revenues unless we enter into commercial production on the Vet 1- 4 claims, which is doubtful.  We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the Vet 1 - 4 claims, or if such minerals are discovered, that we will enter into commercial production.


We incurred operating expenses in the amount of $7,572 for the three month period ended December 31, 2009, which operating expenses were comprised of general and administrative costs, compared to $22,341 for the three months ended December 31, 2008.





8



From the date of inception on July 26, 2007 to December 31, 2009 we have incurred total operating expenses of $72,768, consisting of mineral exploration costs of $4,300 and general and administrative costs of $68,468.  


Liquidity and Capital Resources


Since inception, we have financed our cash requirements from cash generated from the sale of common stock.


Our principal sources of liquidity as of December 31, 2009 consisted of $572 in cash.  


Since inception through to and including December 31, 2009, we have raised $33,900 through private placements of our common shares and received $39,440 in shareholder advances.  In the fall of 2008 we completed our first phase of exploration and are currently awaiting the results of that exploration to return from Australia.   Should these results be favorable we will be in a position to plan the next phase two of exploration.  The financing for this second phase could come from further equity financing or could come from the further lending of funds from Mr. Beddome, our President.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claims and our venture will fail.


Off-Balance Sheet Arrangements


We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.  


Item 3.

Quantitative and Qualitative Disclosures About Market Risk


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


Item 4.

Controls and Procedures


Evaluation of Disclosure Controls


Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal quarter on December 31, 2009.  This evaluation was conducted by Kyle Beddome, our President, Chief Executive Officer and Principal Accounting Officer.


Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.


Limitations on the Effectiveness of Controls


Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.






9



Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.  These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.


Conclusions


Based upon his evaluation of our controls, our chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.  There were no changes in our internal controls and internal controls over financial reporting that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.


PART II- OTHER INFORMATION


Item 1.

Legal Proceedings


We are not presently a party to any litigation.


Item 1A.

Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


Item 2.

Changes in Securities and Use of Proceeds


We did not issue any securities during the quarter ended December 31, 2009.


Item 3. 

Defaults Upon Senior Securities


None.


Item 4. 

Submission of Matters to a Vote of Security Holders


None.


Item 5.

Other Information


None.


Item 6. 

Exhibits and Report on Form 8-K


(a)

Exhibit(s)






10



31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)

Reports on Form 8-K


None







11



SIGNATURES



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



DATED:   January 28, 2010


TUFFNELL LTD.



By: /s/ Kyle Beddome

-------------------------------------

Kyle Beddome

President, Chief Executive Officer,

Principal Accounting Officer and Director