Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 2
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 2007
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _____________ to ____________
Commission File No. 000-52293
YELLOWCAKE MINING INC.
(Exact name of small business issuer as specified in its charter)
Nevada 83-0463005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
720-999 West Broadway, Vancouver, BC V5Z 1K5
(Address of principal executive offices)
604-685-4048
(Issuer's telephone number)
598 - 999 Canada Place, Vancouver, British
Columbia V6E 3Z3
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).Yes [ ] No [X]
The number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: As of December 12, 2007, there were
50,931,625 shares of common stock, par value $0.001, outstanding.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
EXPLANATORY NOTE:
This Amendment No. 2 on Form 10-QSB/A constitutes an amendment to our quarterly
report on Form 10-QSB for the quarter ended October 31, 2007, which was
originally filed with the Securities and Exchange Commission on December 17,
2007, and amended September 4, 2008.
This Amendment No. 2 is being filed solely for the purpose of correcting the
disclosure in Item 3A(T) Controls and Procedures and complying with Rules 13a-15
and 15d-15 of the Exchange Act only.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, new
certifications of our principal executive officer and principal financial
officer are being filed as exhibits to this Amendment No. 2.
Except for the matter described above, this amendment does not change any
previously reported financial results, modify or update disclosures in the Form
10-QSB or Amendment No 1 on Form 10-QSB/A, or reflect events occurring after the
date of the filing of the Form 10-QSB.
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ITEM 3A(T) CONTROLS AND PROCEDURES.
We have effected a restatement of our financial results for the period ended
October 31, 2007.
The restatement was effected to correct errors in our accounting treatment of
stock based compensation in connection with options granted to directors and
officers, and employees. As a result of our review of this transaction, the
effect on the amended accounting for the adjustment is discussed in Note 12 to
our quarterly financial statements for the period ended October 31, 2007.
DISCLOSURE CONTROLS AND PROCEDURES
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act,
our management, with the participation of our principal executive and principal
financial officer evaluated our company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of
the period covered by this report on Form 10-QSB. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed in our company's reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed in our company's
reports filed under the Exchange Act is accumulated and communicated to our
principal executive officer and our principal accounting officer, as
appropriate, to allow timely decisions regarding required disclosure.
In connection with the restatement of our financial results for the period ended
October 31, 2007, under the direction of our management, we have re-evaluated
certain disclosure controls and procedures. In connection with the restatement
we identified material weaknesses in our internal controls and procedures.
As required by Rule 13(a)-15 under the Exchange Act, in connection with this
quarterly report on Form 10-QSB, our Chief Financial Officer and Chief Executive
Officer has evaluated our disclosure controls and procedures as of October 31,
2007, and concluded our disclosure controls and procedures were not effective
and did not provide reasonable assurance that material information related to
our company and our subsidiary is recorded, processed and reported in a timely
manner.
Our management believes that because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations 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 the controls. The design of any system of internal control is based
in part upon certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all 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 not be detected.
Pursuant to the re-evaluation of our disclosure controls and procedures as of
October 31, 2007, our Chief Financial Officer and Chief Executive Officer
determined that there were certain significant deficiencies in disclosure
controls, including:
(i) Our company's accounting personnel and management does not have
sufficient technical accounting knowledge relating to accounting for
options granted to directors and officers, and employees;
(ii) Our company's accounting personnel and management does not have
sufficient technical accounting knowledge relating to accounting for
income taxes;
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(iii) Our company's accounting personnel and management does not have
sufficient technical knowledge in the preparation of financial
statements and
(iv) Insufficient corporate governance policies. Our corporate governance
activities and processes are not always formally documented.
Specifically, decisions made by the board to be carried out by
management should be documented and communicated on a timely basis to
reduce the likelihood of any misunderstandings regarding key decisions
affecting our operations and management.
Our management believes that these weaknesses have existed in our company since
our change in control that began on or about January 16, 2007, when the company
had a change of directors, officers and control persons.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting
identified in connection with management's evaluation, as required by paragraph
(d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act, that occurred during
the fiscal quarter ended October 31, 2007 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
SUBSEQUENT EVENTS
We have implemented the following measures, which did not remove any of our
material weaknesses:
(i) On May 1, 2008, we engaged a professional accounting firm to provide
assistance in the review of stock based compensation expense
calculation;
(ii) On May 1, 2008, we engaged a professional accounting firm to assist in
the accounting of income taxes;
(iii) On May 1, 2008, we engaged a professional accounting firm to assist
in the preparation of financial statements; and
(iv) On May 1, 2008, we implemented a policy to formally document all
decisions made by the board in a timelier manner.
The material cost of these measures has been approximately $79,700 from May 1,
2008 to October 31, 2009 and we expect to pay approximately an additional
$12,000 per fiscal quarter for at least the 12 month period to October 31, 2010.
Although the changes we have made have remedied in part, the weaknesses listed
under (i), (ii), (iii) and (iv) above, we continue to have those weaknesses. We
intend to take appropriate and reasonable steps to make the necessary
improvements to remediate our material weaknesses when we are able to do so
financially and when the timing is appropriate for our company. We do not know
what further measures we will take, when we will take them or how much they will
cost.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation (incorporated by reference from our Form
SB-2 Registration Statement, filed on September 22, 2006)
3.2 Bylaws (incorporated by reference from our Form SB-2 Registration
Statement, filed on September 22, 2006)
3.3 Articles of Merger filed with the Secretary of State on January 12,
2007 and which is effective January 23, 2007 (incorporated by
reference from our Current Report on Form 8-K, filed on January 25,
2007)
3.4 Certificate of Change filed with the Secretary of State of Nevada on
January 12, 2007 and which is effective January 23, 2007 (incorporated
by reference from our Current Report on Form 8-K, filed on January 25,
2007)
10.1 Agreement between our company and Strathmore Minerals Corp. dated
January 29, 2007 (incorporated by reference from our Current Report on
Form 8-K, filed on January 30, 2007)
10.2 Form of Overseas Subscription Agreement (incorporated by reference
from our Current Report on Form 8-K, filed on February 22, 2007)
10.3 Form of US Subscription Agreement (incorporated by reference from our
Current Report on Form 8-K, filed on February 22, 2007)
10.4 Option and Joint Venture Agreement dated March 14, 2007 between our
company and Strathmore Minerals Corp. (incorporated by reference from
our Current Report on Form 8-K, filed on March 16, 2007)
10.5 Letter of Intent dated April 5, 2007 between our company and
Strathmore Minerals Corp. (incorporated by reference from our Current
Report on Form 8-K, filed on April 10, 2007)
10.6 Letter of Intent dated April 12, 2007 between our company and
Strathmore Minerals Corp. (incorporated by reference from our Current
Report on Form 8-K, filed on April 19, 2007)
10.7 Stock Option Agreement dated April 24, 2007 with Hamish Malkin
(incorporated by reference from our Current Report on Form 8-K, filed
on May 4, 2007)
10.8 Employment Agreement dated April 24, 2007 with Hamish Malkin
(incorporated by reference from our Current Report on Form 8-K, filed
on May 4, 2007)
10.9 Investor Relations Agreement with Carson Seabolt dated June 15, 2007
(incorporated by reference from our Current Report on Form 8-K, filed
on July 12, 2007)
10.10 Amended Letter of Intent with Strathmore Resources (US) Ltd. dated
July 23, 2007 regarding the Jeep Project (incorporated by reference
from our Current Report on Form 8-K, filed on July 31, 2007)
10.11 Amended Letter of Intent with Strathmore Resources (US) Ltd. dated
July 23, 2007 regarding the Sky Project (incorporated by reference
from our Current Report on Form 8-K, filed on July 31, 2007
10.12 Stock Option Plan (incorporated by reference from our Current Report
on Form 8-K, filed on July 31, 2007)
10.13 Form of Master Agreement Concerning Lease and Option for Purchase and
Sale of Mining Properties (Mining Claims, Montrose County, Colorado)
(incorporated by reference from our Current Report on Form 8-K filed
on January 7, 2008)
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Exhibit
Number Description
------ -----------
10.14 Limited Liability Company Operating Agreement dated effective December
31, 2007 with Strathmore Resources (US) Ltd. (incorporated by
reference from our Current Report on Form 8-K, filed on May 1, 2008)
10.15 Jeep Project Termination Agreement dated April 21, 2008 with
Strathmore Resources (US) Ltd. (incorporated by reference from our
Current Report on Form 8-K, filed on May 1, 2008)
10.16 Sky Project Termination Agreement dated April 21, 2008 with Strathmore
Resources (US) Ltd. (incorporated by reference from our Current Report
on Form 8-K, filed on May 1, 2008)
14.1 Code of Ethics (incorporated by reference from our Annual Report on
Form 10-KSB, filed on November 14, 2007)
16.1 Letter on change in certifying accountant (incorporated by reference
from our Current Report on Form 8-K, filed on June 14, 2007 and
amended on July 12, 2007)
31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002
32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002
99.1 Audit Committee Charter (incorporated by reference from our Annual
Report on Form 10-KSB, filed on November 14, 2007)
99.2 Nominating Committee Charter (incorporated by reference from our
Annual Report on Form 10-KSB, filed on November 14, 2007)
----------
* Filed herewith.
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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.
YELLOWCAKE MINING INC.
By: /s/ Lisa Lopomo
-------------------------------------------------
Lisa Lopomo
President, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
Dated: March 15, 2010
