Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 February 28, 2010
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ________
Commission file # 001-34039
CASTMOR RESOURCES LTD.
(Exact Name of Registrant as Specified in its Charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
98-0471928
(I.R.S. Employer Identification number)
30A TREWSBURY ROAD, SYDENHAM, LONDON SE26 5DN
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 44 784 7348181
Securities registered under Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001 PAR VALUE
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act 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. Yes [ x ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
As of April 14, 2010, the registrant had 12,435,000 shares of its Common Stock
outstanding.
PART I -- FINANCIAL INFORMATION
CASTMOR RESOURCES LTD.
(An exploration stage company)
Balance Sheets
February 28, 2010
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
-------------------------------------------------------------------------------------------------------
February 28 August 31
2010 2009
-------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 37 $ 17,707
Prepaid expenses 8,224 -
-------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 8,261 $ 17,707
=======================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 3,778 $ 2,623
-------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 3,778 $ 2,623
-------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Authorized:
50,000,000 preferred shares at a par value of $0.0001 per share
Issued and outstanding: Nil
100,000,000 common shares with a par value of $0.0001 per share
Issued and outstanding: 12,435,000 common shares 1,244 1,244
(August 31, 2008: 12,435,000)
ADDITIONAL PAID-IN CAPITAL 78,636 78,636
(DEFICIT) ACCUMULATED DURING THE EXPLORATION STAGE (75,397) (64,796)
-------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 4,483 15,084
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,261 $ 17,707
=======================================================================================================
The accompanying notes are an integral part of these financial statements.
CASTMOR RESOURCES LTD.
(An exploration stage company)
Statements of Stockholders' Equity
For the period from June 27, 2005 (inception) to February 28, 2010
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
---------------------------------------------------------------------------------------------------------------------------
Deficit
accumulated Total
Additional during stockholders'
Preferred Stock Common Stock paid-in exploration equity
Shares Amount Shares Amount capital stage (deficiency)
---------------------------------------------------------------------------------------------------------------------------
Issuance of common stock for settlement
of debt July 16, 2005 ($0.0001 per share) - $ - 10,300,000 $ 1,030 $ - $ - $ 1,030
Loss and comprehensive loss for the period - - - - - (1,914) (1,914)
---------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 2005 - - 10,300,000 $ 1,030 $ - $ (1,914) $ (884)
---------------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
October 25, 2005 ($0.02 per share) - $ - 750,000 $ 75 $ 14,925 $ - $ 15,000
Issuance of common stock for settlement
of debt October 31, 2005 ($0.02 per share) - $ - 180,000 $ 18 $ 3,582 $ - $ 3,600
Loss and comprehensive loss for the year - - - - - (9,537) (9,537)
---------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 2006 - $ - 11,230,000 $ 1,123 $ 18,507 $ (11,451) $ 8,179
---------------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - - - (5,404) (5,404)
---------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 2007 - $ - 11,230,000 $ 1,123 $ 18,507 $ (16,855) $ 2,775
---------------------------------------------------------------------------------------------------------------------------
Issuance of common stock for cash
November 30, 2007 ($0.05 per share) - $ - 1,205,000 $ 121 $ 60,129 $ - $ 60,250
Loss and comprehensive loss for the year - - - - - (5,404) (5,404)
---------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 2008 - $ - 12,435,000 $ 1,244 $ 78,636 $ (35,890) $ 43,990
---------------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the year - - - - - (28,906) (28,906)
---------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 2009 - $ - 12,435,000 $ 1,244 $ 78,636 $ (64,796) $ 15,084
---------------------------------------------------------------------------------------------------------------------------
Loss and comprehensive loss for the period - - - - - (10,601) (10,601)
---------------------------------------------------------------------------------------------------------------------------
Balance, February 28, 2010 - $ - 12,435,000 $ 1,244 $ 78,636 $ (75,397) $ 4,483
===========================================================================================================================
The accompanying notes are an integral part of these financial statements
CASTMOR RESOURCES LTD.
(A exploration stage company)
Statements of Operations and Comprehensive Loss
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
------------------------------------------------------------------------------------------------------------------------------
Cumulative from
June 27, 2005 Six months ended Three months ended
(inception) to February 28 February 28 February 28 February 28
February 28, 2010 2010 2009 2010 2009
------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Bank charges $ 380 $ 63 $ 44 $ 18 $ 12
Consulting fees 5,475 4,112 965 4,112 -
Interest 2,336 - - - -
Office expenses 7,163 64 875 64 -
Professional fees 45,226 6,212 13,590 1,171 13,590
Resource property acquisition and exploration costs 5,000 - - - -
Transfer expenses 1,748 150 - 150 -
Write-off mineral deposit 8,069 - - - -
------------------------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS 75,397 10,601 15,474 5,515 13,602
------------------------------------------------------------------------------------------------------------------------------
NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (75,397) $ (10,601) $ (15,474) $ (5,515) $ (13,602)
==============================================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
==============================================================================================================================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
- basic and diluted 12,435,000 12,435,000 12,435,000 12,435,000
==============================================================================================================================
The accompanying notes are an integral part of these financial statements
CASTMOR RESOURCES LTD.
(An exploration stage company)
Statements of Cash Flows
(Unaudited - Prepared by Management)
(Expressed in U.S. Dollars)
------------------------------------------------------------------------------------------------------------
Cumulative from
June 27, 2005
(inception) to Six months ended
February 28, 2010 February 28, 2010 February 28, 2009
------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net (Loss) for the period $ (75,397) $ (10,601) $ (15,474)
Changes in operating assets and liabilities
- decrease (increase) in prepaid expenses (8,224) (8,224) -
- accounts payable and accrued liabilities 3,778 1,155 (59)
------------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (79,843) (17,670) (15,533)
------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 79,880 - -
------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 79,880 - -
------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 37 (17,670) (15,533)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 17,707 41,549
------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 37 $ 37 $ 26,016
------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -
============================================================================================================
The accompanying notes are an integral part of these financial statements
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Castmor Resources Ltd. (hereinafter "the Company") was incorporated in the State
of Nevada, U.S.A., on June 27, 2005. The Company's fiscal year end is August
31.
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its operations. It is primarily engaged in the
acquisition and exploration of mining properties. Upon location of a
commercially minable reserve, the Company expects to actively prepare the site
for its extraction and enters into development stage. In 2005, the Company
acquired mineral interests in two non-contiguous properties located along
southeastern coastal Labrador, approximately 13 kilometers northeast of the
community of Charlottetown, Labrador, Canada. In 2009, the Company abandoned
its interest in these mineral properties.
These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America applicable to a
going concern which assume that the Company will realize its assets and
discharge its liabilities in the normal course of business. The Company has
incurred accumulated losses of $75,397 since inception and has no source of
revenue. The future of the Company is dependent upon its ability to obtain
financing and upon future acquisition. These factors create doubt as to the
ability of the Company to continue as a going concern. Realization values may
be substantially different from the carrying values as shown in these financial
statements should the Company be unable to continue as a going concern.
Management is in the process of identifying sources for additional financing to
fund the ongoing development of the Company's business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
the generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates that have been made using careful judgment. The
financial statements have, in management's opinion been properly prepared within
reasonable limits of materiality and within the framework of the significant
accounting policies summarized below:
Accounting Method
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments and short-term debt instruments with original maturities of
three months or less to be cash equivalents. As at February 28, 2010, there
were no cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates.
Concentration of Credit Risk
The Company places its cash and cash equivalents with high credit quality
financial institutions. There is no deposit insurance on the Company's
accounts.
Foreign Currency Transactions
The Company is located and operating outside of the United States of America.
It maintains its accounting records in U.S. Dollars as follows:
At the transaction date each asset, liability, revenue and expense is translated
into U.S. dollars by the use of the exchange rate in effect at that date. At
the period end, monetary assets and liabilities are re-measured by using the
exchange rate in effect at that date. The resulting foreign exchange gains and
losses are included in operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The Company's financial instruments as defined by FASB Accounting Standards
Codification ("ASC") 825, Financial Instruments, include cash and cash
equivalents and accounts payable and accrued liabilities. Fair values were
assumed to approximate carrying value for these financial instruments, except
where noted. Management is of the opinion that the Company is not exposed to
significant interest or credit risks arising from these financial instruments.
The Company is operating outside the United States of America and has
significant exposure to foreign currency risk due to the fluctuation of currency
in which the Company operates and U.S. dollars.
Mineral Property Payments and Exploration Costs
The Company expenses all costs related to the acquisition, maintenance and
exploration of mineral claims in which it has secured exploration rights prior
to establishment of proven and probable reserves. When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve.
Long-lived Assets Impairment
Long-lived assets of the Company are reviewed for impairment whenever events or
circumstances indicate that the carrying amount of assets may not be
recoverable, pursuant to guidance established in ASC 360, Property, Plant and
Equipment.
Management considers assets to be impaired if the carrying value exceeds the
future projected cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be written
down to fair value. Fair value is generally determined using a discounted cash
flow analysis.
Assets Retirement Obligations
The Company has adopted ASC 410, Asset Retirement and Environmental Obligations,
which requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred. ASC 410 requires
the Company to record a liability for the present value of the estimated site
restoration costs with corresponding increase to the carrying amount of the
related long-lived assets. The liability will be accreted and the asset will be
depreciated over the life of the related assets. Adjustments for changes
resulting from the passage of time and changes to either the timing or amount of
the original present value estimate underlying the obligation will be made. As
at February 28, 2010, the Company does not have any asset retirement
obligations.
Stock-Based Compensation
The Company adopted ASC 718, Compensation - Stock-Based Compensation, to account
for its stock options and similar equity instruments issued. Accordingly,
compensation costs attributable to stock options or similar equity instruments
granted are measured at the fair value at the grant date, and expensed over the
expected vesting period.
The Company did not grant any stock options during the period ended February 28,
2010.
Comprehensive Income
The Company adopted ASC 220, Comprehensive Income, which establishes standards
for reporting and display of comprehensive income, its components and
accumulated balances. The Company is disclosing this information on its
Statement of Stockholders' Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to owners. The
Company has no elements of "other comprehensive income" for the period ended
February 28, 2010.
Income Taxes
The Company has adopted ASC 740, Income Taxes, which requires the Company to
recognize deferred tax liabilities and assets for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns using the liability method. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Basic and Diluted Loss Per Share
In accordance with ASC 260, Earnings Per Share, the basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would be outstanding if the potential common shares had been issued and if the
additional common shares were dilutive.
New Accounting Pronouncements and Newly Adopted Accounting Policies
In June 2009, the FASB issued a standard that established the FASB Accounting
Standards Codification ("ASC") which mended hierarchy of generally accepted
accounting principles ("GAAP") such that the ASC became the single source of
authoritative nongovernmental US GAAP. The ASC did not change current US GAAP,
but was 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 previously existing accounting standard documents were superseded
and all other accounting literature not included in the ASC is considered
non-authoritative. New accounting standards issued subsequent to June 30, 2009
are communicated by the FASB through Accounting Standards Updates. The ASC was
effective for the Company on September 1, 2009. This standard did not have an
impact on our financial statements.
In December 2007, the Financial Accounting Standards Board ("FASB") issued ASC
810-10-65 (prior authoritative literature: SFAS 160, Non-controlling Interests
in Consolidated Financial Statements - An amendment of ARB No. 51). ASC
810-10-65 requires companies with non controlling interests to disclose such
interests clearly as a portion of equity but separate from the parent's equity.
The non controlling interest's portion of net income must also be clearly
presented on the Income Statement. This ASC was effective for the Company on
September 1, 2009. The adoption of this statement did not have a material
effect on the Company's financial position or results of operations.
In March 2008, FASB issued ASC 815-10 (prior authoritative literature: SFAS 161,
Disclosures about Derivative Instruments and Hedging Activities-an amendment of
FASB Statement No. 133). ASC 815-10 requires enhanced disclosures about an
entity's derivative and hedging activities. ASC 815-10 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 with early application encouraged. The Company adopted ASC
815-10 on September 1, 2009. The adoption of this ASC did not have a material
impact on the Company's financial position or results of operations.
In April 2008, the FASB issued FSP FAS No. 142-3, Determination of the Useful
Life of Intangible Assets , as codified in ASC subtopic 350-30, Intangibles -
Goodwill and Other: General Intangibles Other than Goodwill (ASC 350-30) and ASC
topic 275, Risks and Uncertainties (ASC 275), which amends the factors that must
be considered in developing renewal or extension assumptions used to determine
the useful life over which to amortize the cost of a recognized intangible asset
under SFAS No. 142, Goodwill and Other Intangible Assets , as codified in ASC
topic 350, Intangibles Goodwill and Other (ASC 350). ASC 350-30 requires an
entity to consider its own assumptions about renewal or extension of the term of
the arrangement, consistent with its expected use of the asset, and is an
attempt to improve consistency between the useful life of a recognized
intangible asset under ASC 350 and the period of expected cash flows used to
measure the fair value of the asset under ASC 805, Business Combinations. The
Company adopted ASC 350-30 on September 1, 2009. The adoption of ASC 350-30 did
not have a material impact on the Company's financial position or results of
operations.
In May 2008, FASB issued ASC 470, Debt. ASC 470 specifies that issuers of
convertible debt instruments that may be settled in cash upon conversion
(including partial cash settlement) should separately account for the liability
and equity components in a manner that will reflect the entity's nonconvertible
debt borrowing rate when interest cost is recognized in subsequent periods. We
have adopted ASC 470 on September 1, 2009, and this standard was applied on a
retrospective basis. The adoption of this statement did not have a material
effect on the Company's financial statements.
In April, 2009, the FASB issued ASC subtopic 820-10 (formerly Staff Position No.
FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly). ASC 820-10 provides additional guidance for estimating
fair value when the volume and level of activity for the asset or liability have
significantly decreased. This ASC subtopic also includes guidance on identifying
circumstances that indicate a transaction is not orderly. The adoption of ASC
820-10 will not have a material impact on the Company's financial statements.
In April, 2009, the FASB issued ASC 820-10-50 (formerly Staff Position No. FAS
107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments) that expands to interim periods the existing annual requirement to
disclose the fair value of financial instruments that are not reflected on the
balance sheet at fair value. The new guidance could potentially require
additional disclosures in interim periods after the Company's fiscal year ending
2010. Adoption of this FSP will not have a material impact on the Company's
financial statements.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements and Newly Adopted Policies (continued)
On April 1, 2009, the FASB issued ASC 320-10-65 (formerly Staff Position No. FSP
FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments). ASC 320-10-65 amends the other-than-temporary impairment guidance
in U.S. GAAP for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments on
debt and equity securities in the financial statements. ASC 320-10-65 does not
amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. The company adopted ASC
320-10-65 on September 1, 2009. The adoption of this FSP did not have a material
impact on the Company's financial statements.
In June 2009, the FASB issued ASC 860, Transfers and Servicing. ASC 860
requires more information about transfers of financial assets, including
securitization transactions, and where entities have continuing exposure to the
risks related to transferred financial assets. It eliminates the concept of a
"qualifying special-purpose entity," changes the requirements for derecognizing
financial assets, and requires additional disclosures. It also enhances
information reported to users of financial statements by providing greater
transparency about transfers of financial assets and an entity's continuing
involvement in transferred financial assets. ASC 860 is effective for fiscal
years beginning after November 15, 2009.
In June 2009, the FASB issued FASB No. 166(ASC 860), Accounting for Transfers of
Financial Assets - an amendment of FASB Statement No. 140 ("SFAS 166"). SFAS
166(ASC 860) requires additional disclosures about the transfer and
derecognition of financial assets and eliminates the concept of qualifying
special-purpose entities under SFAS 140(ASC 860). SFAS 166(ASC 860) is effective
for fiscal years beginning after November 15, 2009. The adoption of this
statement is not expected to have material impact on the Company's financial
statements.
In April 2009, the FASB issued new accounting guidance on determining fair value
when the volume and level of activity for the asset or liability have
significantly decreased and identifying transactions that are not orderly. The
guidance affirms that the objective of fair value when the market for an asset
is not active is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date under current market conditions. It provides guidance for
estimating fair value when the volume and level of market activity for an asset
or liability have significantly decreased and determining whether a transaction
was orderly. It applies to all fair value measurements when appropriate. The
adoption of this guidance will not have a significant impact on the Company's
financial position, results of operations or cash flows, or related footnotes
In August 2009, the FASB issued an update to provide further guidance on how to
measure the fair value of a liability, an area where practitioners have been
seeking further guidance. It primarily does three things: 1) sets forth the
types of valuation techniques to be used to value a liability when a quoted
price in an active market for the identical liability is not available, 2)
clarifies that when estimating the fair value of a liability, a reporting entity
is not required to include a separate input or adjustment to other inputs
relating to the existence of a restriction that prevents the transfer of the
liability and 3) clarifies that both a quoted price in an active market for the
identical liability at the measurement date and the quoted price for the
identical liability when traded as an asset in an active market when no
adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. The adoption of this guidance will not have a significant impact
on the Company's financial position, results of operations or cash flows, or
related footnotes
Other accounting standards that have been issued or proposed by the FASB or
other standards-setting bodies that do not require adoption until a future date
are not expected to have a material impact on the Company's financial statements
upon adoption.
NOTE 3 - PREFERRED AND COMMON STOCK
The Company has 50,000,000 shares of preferred stock authorized and none issued.
The Company has 100,000,000 shares of common stock authorized, of which
12,435,000 shares are issued and outstanding. All shares of common stock are
non-assessable and non-cumulative, with no preemptive rights.
During the year ended August 31, 2008, the Company sold 1,205,000 shares of
common stock at $0.05 per share through a public offering that was exempt from
registration under Regulation A, promulgated under the Securities Act of 1933.
The gross proceeds of the offering were $60,250. The Company did not issue any
shares during the period ended February 28, 2010.
NOTE 4 - SUBSEQUENT EVENTS
On March 8, 2010, the Company entered into a material agreement to acquire all
the issued and outstanding shares of Cage Wars Championship, a company organized
under the laws of United Kingdom. Cagewars is engaged in the business of
organizing and promoting mixed martial-arts competitions throughout the United
Kingdom. The closing date is to take place on April 19, 2010 or such other date
as agreed and is subject to the company completing an 8-to-1 forward split of
its common stock. On closing, the Company will issue an aggregate of 2,000,000
shares (post split) at $0.35 per share.
On March 15, 2010, the Company changed its name to Takedown Entertainment Inc.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Due to insufficient capital, we abandoned our mineral interests in the White
Bear Arm Property in July 2009. We are presently looking for alternative
mineral resource properties to acquire for the purpose of conducting exploration
and development. There can be no assurance that we will be able to locate such
properties, or that if we locate them, that they will contain commercially
exploitable mineral reserves. We will be required to obtain additional funding
to acquire and explore any additional mineral properties. Such funding will
likely be in the form of equity financing from the sale of our common stock.
There is no assurance, however, that we will be able to raise sufficient funding
from the sale of our common stock. The risky nature of this enterprise and lack
of tangible assets places debt financing beyond the credit-worthiness required
by most banks or typical investors of corporate debt until such time as an
economically viable mine can be demonstrated. We do not have any arrangements
in place for any future equity financing. If we are unable to secure additional
funding, we will cease or suspend operations. We have no plans, arrangements or
contingencies in place in the event that we cease operations.
RESULTS OF OPERATIONS
Our business is in the early stage of development. Since inception on June 27,
2005 we have not earned any revenue and we have not identified any commercially
exploitable reserves of valuable minerals. We do not anticipate earning revenue
unless we enter into commercial production of mineral resource property. We do
not presently have any interests in any mineral resource property. We are
presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable reserves of valuable
minerals, or that if such resources are discovered that we will commercially
produce them.
We incurred operating expenses in the amount of $5,515 for the three-month
period ended February 28, 2010, which is a decrease from $13,602 for the same
period last year due to the decrease of professional fees.
We incurred operating expenses in the amount of $10,601 for the six-month period
ended February 28, 2010, which is a decrease from $15,474 for the same period
last year due to the decrease of professional fees.
LIQUIDITY AND CAPITAL RESOURCES
Since inception on June 27, 2005 our activities have been financed from the
proceeds of share subscriptions and a promissory note for $15,000 issued to a
non-affiliated third party on July 31, 2007. The promissory note accrued
interest at the rate of 20% per annum, calculated semi-annually, and was due and
payable on July 31, 2008. The note plus accrued interest in the amount $2,336
was paid in full on May 1, 2008.
As of February 28, 2010 we had total assets of $8,261 comprised of $8,224 in
prepaid expenses and $37 in cash. We do not presently have any mineral
interests.
We have not generated revenue since the date of inception.
We do not presently have sufficient working capital to satisfy our cash
requirements for the next twelve months of operations. Our director has
undertaken to provide such financing as may be required to maintain nominal
operations.
We anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock. There is no assurance,
however, that we will be able to raise sufficient funding from the sale of our
common stock. The risky nature of this enterprise and lack of tangible assets
places debt financing beyond the credit-worthiness required by most banks or
typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. We do not have any arrangements in place for any
future equity financing. If we are unable to secure additional funding, we will
cease or suspend operations. We have no plans, arrangements or contingencies in
place in the event that we cease operations.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to its knowledge, no
such proceedings are threatened or contemplated.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On July 16, 2005, we issued 10,300,000 restricted common shares to a director in
exchange for debt settlement in connection with professional fees in the amount
$1,030 paid on behalf of the Company by a director of the Company. The shares
were issued without registration under the Securities Act of 1933 in reliance on
an exemption from registration provided by Regulation S of the Securities Act.
No general solicitation was made in connection with the offer or sale of these
securities.
On October 25, 2005, we issued 750,000 restricted common shares to a
non-affiliated person in exchange for cash of $15,000. The shares were issued
without registration under the Securities Act of 1933 in reliance on an
exemption from registration provided by Regulation S of the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities.
On October 31, 2005, we issued 180,000 restricted common shares to a
non-affiliated person in exchange for debt settlement in connection with the
acquisition of mineral claims for $3,600 (CAD$4,250). The shares were issued
without registration under the Securities Act of 1933 in reliance on an
exemption from registration provided by Regulation S of the Securities Act. No
general solicitation was made in connection with the offer or sale of these
securities.
From September 28, 2007 to November 28, 2007, we issued 1,205,000 free-trading
shares of our common stock at a price of $0.05 per share to 47 investors for
gross proceeds of $60,250 in reliance upon an exemption from registration under
Regulation A, promulgated under the Securities Act of 1933. Our Offering
Statement on Form 1-A was declared qualified by the Securities and Exchange
Commission (Commission File No. 024-10187) on September 28, 2007. No shares
were sold to residents of the United States.
At present, our common stock is quoted on the NASD OTC Bulletin Board under the
symbol CASL.
As of April 14, 2010 there were 53 owners of record of our common stock.
DIVIDEND POLICY
Our Board of Directors may declare and pay dividends on outstanding shares of
common stock out of funds legally available therefor in our sole discretion;
however, to date no dividends have been paid on common stock and we do not
anticipate the payment of dividends in the foreseeable future.
ITEM 3. DEFAULT UPON SENIOR NOTES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
EXHIBIT DESCRIPTION
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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.
CASTMOR RESOURCES LTD.
Date: April 14, 2010 /s/ Alfonso Quijada
Alfonso Quijada
President, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Office
