Attached files
file | filename |
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EX-32.1 - MV Portfolios, Inc. | v189654_ex32-1.htm |
EX-31.1 - MV Portfolios, Inc. | v189654_ex31-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
AMENDMENT
NO. 1
(Mark
One)
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
Fiscal Year Ended: January 31, 2010
OR
¨
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from __________________ to
__________________
Commission
file number
333-134549
CALIFORNIA GOLD
CORP.
(Exact
name of small business issuer as specified in its charter)
Nevada
|
83-0483725
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
6830
Elm Street, McLean, VA
|
22101
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number: (703)
403-7529
Securities
registered under Section 12(b) of the Act: None
Securities
registered under Section 12(g) of the Act: None
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 x
No ¨
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company. See the definitions of
the “large accelerated filer,” “accelerate filer,” 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
|
(Do
not check if a smaller reporting company)
|
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 May
10, 2010, there were 58,063,002 shares of the registrant’s common equity
outstanding. On July 31, 2009, the last business day of the registrant’s
most recently completed second fiscal quarter, 22,335,377 shares of its
common stock, $0.001 par value per share (its only class of voting or non-voting
common equity) were held by non-affiliates of the registrant. The market
value of those shares was $446,707, based on the last sale price of $0.02 per
share of the common stock on or nearest to that date. Shares of common stock
held by each officer and director and by each shareowner affiliated with a
director have been excluded from this calculation because such persons may be
deemed to be affiliates. This determination of officer or affiliate status is
not necessarily a conclusive determination for other purposes.
DOCUMENTS
INCORPORATED BY REFERENCE
Not
Applicable
EXPLANATORY
NOTE:
This Form
10-K/A, Amendment No. 1 is being filed by California Gold Corp., formerly known
as US Uranium, Inc. (the “Company”), to amend its Annual Report on
Form 10-K for the year ended January 31, 2010, filed with the
Securities and Exchange Commission on May 17, 2010, to revise and restate the
notes to the financial statements as of and for the periods ended January 31,
2010, and 2009, to present the disclosure of certain outstanding warrants to
purchase shares of common stock that resulted from the conversion of certain
convertible debentures into debenture units. The correction of the disclosure in
the notes to financial statements had no impact on the financial statements for
the periods presented.
New
certifications of our principal executive and financial officer are included as
exhibits to this amendment.
2
PART
II
ITEM
8.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA
|
Our
audited financial statements, as amended, are included beginning immediately
following the signature page to this report.
PART
IV
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
Financial
Statement Schedules
The
consolidated financial statements of California Gold Corp. are listed on the
Index to Financial Statements on this Amendment No. 1 to the Annual Report on
Form 10-K beginning on page F-1.
Exhibits
The
following Exhibits are being filed with this Amendment No. 1 to the Annual
Report on Form 10-K:
Exhibit
No.
|
SEC Report
Reference Number
|
Description
|
||
2.1
|
2.1
|
Agreement
and Plan of Merger and Reorganization, dated July 11, 2007, among the
Registrant, Cromwell Uranium Holdings, Inc. and Cromwell Acquisition
Corp.(1)
|
||
3.1
|
3.1
|
Amended
and Restated Articles of Incorporation of Registrant as filed with the
Nevada Secretary of State on August 29, 2007 (2)
|
||
3.2
|
3.2
|
By-Laws
of Registrant (3)
|
||
3.3
|
3.1
|
Certificate
of Amendment to Articles of Incorporation of Registrant
(7)
|
||
10.1
|
10.1
|
Registrant’s
2007 Stock Option Plan adopted June 15, 2007 (1)
|
||
10.2
|
10.1
|
Securities
Purchase Agreement, dated as of June 22, 2007, among the Registrant,
certain purchasers and Gottbetter & Partners, LLP as escrow agent
(4)
|
||
10.3
|
10.2
|
Form
of Debenture, dated June 22, 2007
(4)
|
3
Exhibit
No.
|
SEC Report
Reference Number
|
Description
|
||
10.4
|
10.3
|
Bridge
Loan And Control Share Pledge And Security Agreement, dated
as of June 22, 2007, among and the Registrant and Cromwell Uranium
Holdings, Inc. (4)
|
||
10.5
|
10.4
|
Bridge
Loan Promissory Note, dated June 22, 2007 (4)
|
||
10.6
|
10.5
|
Pledge
and Escrow Agreement, dated as of June 22, 2007, among the Registrant,
Cromwell Uranium Holdings, Inc. and Gottbetter & Partners, LLP as
escrow agent (4)
|
||
10.7
|
10.2
|
Monmouth
Agreement, dated June 12, 2007, between the Registrant and Yvon Gagne
(1)
|
||
10.8
|
10.3
|
Elliot
Lake South Project Agreement, dated June 12, 2007, between the Registrant
and 2060014 Ontario, Ltd. (1)
|
||
10.9
|
10.4
|
Longlac
Project Agreement, dated June 12, 2007, between the Registrant and 2060014
Ontario, Ltd. (1)
|
||
10.10
|
10.10
|
Employment
Agreement, dated July 11, 2007, between the Registrant and Robert
McIntosh(1)
|
||
10.11
|
10.11
|
Employment
Agreement, dated July 11, 2007, between the Registrant and David
Naylor(1)
|
||
10.12
|
10.12
|
Employment
Agreement, dated July 11, 2007, between the Registrant and Graeme Scott
(1)
|
||
10.13
|
10.13
|
Escrow
Agreement, dated July 11, 2007, among the Registrant, Robert McIntosh and
Gottbetter & Partners, LLP, as escrow agent(1)
|
||
10.14
|
10.14
|
Split-Off
Agreement, dated July 11, 2007, among the Registrant, Arbutus Leaseco
Inc., Karen Law and Lyle Smith (1)
|
||
10.15
|
10.15
|
General
Release Agreement, dated July 11, 2007, among the Registrant, Karen Law,
Lyle Smith, Arbutus Leaseco, Inc., and Cromwell Uranium Holdings, Inc.
(1)
|
||
10.16
|
10.16
|
Form
of Lockup Letter, dated July 11, 2007 (1)
|
||
10.17
|
10.17
|
Form
of Investor Warrant, dated July 11, 2007 (1)
|
||
10.18
|
10.18
|
Form
of Option Agreement (1)
|
4
Exhibit
No.
|
SEC Report
Reference Number
|
Description
|
||
10.19
|
10.1
|
Reversal
Agreement between the Registrant, Robert McIntosh and Cromwell Uranium
Holdings, Inc. (5)
|
||
10.20
|
10.2
|
Reversal
Loan and Control Share Pledge and Security Agreement between the
Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc.
(5)
|
||
10.21
|
10.3
|
Form
of Reversal Loan Promissory Note(5)
|
||
10.22
|
10.4
|
Security
Agreement between the Registrant, Robert McIntosh and Cromwell Uranium
Holdings, Inc. (5)
|
||
10.23
|
10.5
|
Pledge
and Escrow Agreement between the Registrant, Robert McIntosh, Cromwell
Uranium Holdings, Inc. and Gottbetter & Partners, LLP, as escrow
agent(5)
|
||
10.24
|
10.1
|
Restricted
Stock Purchase Agreement between the Registrant and James D. Davidson
(6)
|
||
10.25
|
10.1
|
Form
of Subscription Agreement (8)
|
||
14.1
|
14.1
|
Code
of Ethics (1)
|
||
16.1
|
16.1
|
Letter
on Change in Certifying Accountant, dated July 13, 2007 from Dale Matheson
Carr-Hilton Labonte Chartered
|
||
21
|
21
|
List
of Subsidiaries (9)
|
||
31.1/31.2
|
*
|
Rule
13(a) – 14(a)/15(d) – 14(a) Certification of Principal Executive and
Financial Officer
|
||
32.1/32.2
|
|
*
|
|
Rule
1350 Certification of Chief Executive and Financial
Officer
|
(1)
|
Filed
with the Securities and Exchange Commission on July 13, 2007, as an
exhibit, numbered as indicated above, to the Registrant’s current report
(SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated
herein by reference
|
(2)
|
Filed
with the Securities and Exchange Commission on August 9, 2007, as an
exhibit, numbered as indicated above, to the Registrant’s current report
(SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated
herein by reference.
|
(3)
|
Filed
with the Securities and Exchange Commission on May 30, 2006, as an
exhibit, numbered as indicated above, to the Registrant’s registration
statement (SEC File No. 333-134549) on Form SB-2, which exhibit is
incorporated herein by
reference.
|
5
(4)
|
Filed
with the Securities and Exchange Commission on June 25, 2007, as an
exhibit, numbered as indicated above, to the Registrant’s current report
(SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated
herein by reference.
|
(5)
|
Filed
with the Securities and Exchange Commission on August 9, 2007, as an
exhibit, numbered as indicated above, to the Registrant’s current report
(SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated
herein by reference.
|
(6)
|
Filed
with the Securities and Exchange Commission on November 13, 2007, as an
exhibit, numbered as indicated above, to the Registrant’s current report
(SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated
herein by reference.
|
(7)
|
Filed
with the Securities and Exchange Commission on March 11, 2009, as an
exhibit, numbered as indicated above, to the Registrant’s quarterly report
(SEC File No. 333-134549) on Form 10-Q, which exhibit is incorporated
herein by reference.
|
(8)
|
Filed
with the Securities and Exchange Commission on December 15, 2008, as an
exhibit, numbered as indicated above, to the Registrant’s quarterly report
(SEC File No. 333-134549) on Form 10-Q, which exhibit is incorporated
herein by reference.
|
(9)
|
Filed
with the Securities and Exchange Commission on May 17, 2010, as an
exhibit, numbered as indicated above, to the Registrant’s annual report
(SEC File No. 333-134549) on Form 10-K, which exhibit is incorporated
herein by reference.
|
** This
certification is being furnished and shall not be deemed “filed” with the SEC
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
to the extent that the Registrant specifically incorporates it by
reference.
In
reviewing the agreements included as exhibits and incorporated by reference to
this Annual Report on Form 10-K, please remember that they are included to
provide you with information regarding their terms and are not intended to
provide any other factual or disclosure information about the Company or the
other parties to the agreements. The agreements may contain representations and
warranties by each of the parties to the applicable agreement. These
representations and warranties have been made solely for the benefit of the
parties to the applicable agreement and:
|
•
|
should
not in all instances be treated as categorical statements of fact, but
rather as a way of allocating the risk to one of the parties if those
statements prove to be
inaccurate;
|
6
|
•
|
have
been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures are not necessarily reflected in the
agreement;
|
|
•
|
may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors;
and
|
|
•
|
were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement and are subject to more recent
developments.
|
Accordingly,
these representations and warranties may not describe the actual state of
affairs as of the date they were made or at any other time. Additional
information about the Company may be found elsewhere in this Annual Report on
Form 10-K and the Company’s other public filings, which are available without
charge through the SEC’s website at http://www.sec.gov.
7
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, thereunto duly authorized.
CALIFORNIA
GOLD CORP.
|
||
Dated:
July 1, 2010
|
By:
|
/s/ James D. Davidson
|
James
D. Davidson, President, Chief
Executive
Officer and Chief Financial
Officer
|
8
PART
IV – FINANCIAL INFORMATION
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
INDEX
TO FINANCIAL STATEMENTS
JANUARY 31, 2010, AND
2009
Report
of Registered Independent Auditors
|
F-2
|
Financial
Statements-
|
|
Balance
Sheets as of January 31, 2010, and 2009
|
F-3
|
Statements
of Operations for the Years Ended January 31, 2010, and 2009, and
Cumulative from Inception
|
F-4
|
Statement
of Stockholders’ Equity (Deficit) for the Period from Inception Through
January 31, 2010
|
F-5
|
Statements
of Cash Flows for the Years Ended January 31, 2010, and 2009, and
Cumulative from Inception
|
F-6
|
Notes
to Financial Statements January 31, 2010, and 2009
|
F-7
|
F-1
REPORT
OF REGISTERED INDEPENDENT AUDITORS
To the
Board of Directors and Stockholders
of
California Gold Corp.:
We have
audited the accompanying balance sheets of California Gold Corp. (formerly US
Uranium, Inc., a Nevada corporation in the exploration stage) as of January 31,
2010, and 2009, and the related statements of operations, stockholders’ equity
(deficit), and cash flows for each of the two years in the period ended January
31, 2010, and cumulative from inception (April 19, 2004) through January 31,
2010. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards
require that we plan and perform the audits 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 audits 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 includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial 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 California Gold Corp. as of January
31, 2010, and 2009, and the results of its operations and its cash flows for
each of the two years in the period ended January 31, 2010, and cumulative from
inception (April 19, 2004) through January 31, 2010, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company is in the exploration stage, and has not established any
source of revenues to cover its operating costs. As such, it has incurred
an operating loss since inception. Further, as of January 31, 2010, and
2009, the cash resources of the Company were insufficient to meet its planned
business objectives. These and other factors raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s plan
regarding these matters is also described in Note 2 to the financial
statements. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
As
discussed in Note 3 to the financial statements, as a result of the restatement
of the financial statements as of and for the period ended January 31, 2008,
management determined that the notes to the financial statements as of and for
the periods ended January 31, 2010, and 2009, required restatement to present
the disclosure of certain outstanding warrants to purchase shares of common
stock that resulted from the conversion of certain convertible debentures into
debenture units. Each debenture unit consisted of one share of common
stock, and one detachable common stock purchase warrant. The
correction of the disclosure in the notes to financial statements had no impact
on the financial statements for the periods presented.
Respectfully
submitted,
/s/ Davis
Accounting Group P.C.
Cedar
City, Utah,
May 10,
2010, except for Note 3 for which
the
date is June 11, 2010.
F-2
CALIFORNIA GOLD
CORP.
|
(FORMERLY US URANIUM,
INC.)
|
(AN EXPLORATION STAGE
COMPANY)
|
BALANCE SHEETS (NOTES 2 AND 3)
(RESTATED)
|
AS OF JANUARY 31, 2010, AND
2009
|
ASSETS
|
||||||||
2010
|
2009
|
|||||||
Current
Assets:
|
||||||||
Cash
|
$ | 373 | $ | 4,113 | ||||
Note receivable - Related Party
(net of allowance for doubtful account of $557,927 in 2010 and 2009,
respectfully)
|
- | - | ||||||
Total Current
Assets
|
373 | 4,113 | ||||||
Total
Assets
|
$ | 373 | $ | 4,113 | ||||
LIABILITIES
AND STOCKHOLDERS' (DEFICIT)
|
||||||||
Current
Liabilities:
|
||||||||
Accounts payable -
Trade
|
$ | 204,913 | $ | 7,365 | ||||
Accrued
liabilities
|
142 | - | ||||||
Due to related
parties
|
20,930 | - | ||||||
Total Current
Liabilities
|
225,985 | 7,365 | ||||||
Total Liabilities
|
225,985 | 7,365 | ||||||
Commitments and
Contingencies
|
||||||||
Stockholders'
(Deficit):
|
||||||||
Preferred stock, par value $0.001
per share,
|
||||||||
10,000,000 shares authorized; no
shares issued and outstanding
|
- | - | ||||||
Common stock, par value $0.001 per
share,
|
||||||||
300,000,000 shares
authorized; 58,063,000 and 58,313,000
|
||||||||
shares issued and
outstanding in 2010, and 2009, respectively
|
58,063 | 58,313 | ||||||
Additional paid-in
capital
|
960,005 | 959,755 | ||||||
(Deficit) accumulated during the
exploration stage
|
(1,243,680 | ) | (1,021,320 | ) | ||||
Total Stockholders'
(Deficit)
|
(225,612 | ) | (3,252 | ) | ||||
Total Liabilities and
Stockholders' ( Deficit)
|
$ | 373 | $ | 4,113 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-3
CALIFORNIA GOLD
CORP.
|
(FORMERLY US URANIUM,
INC.)
|
(AN EXPLORATION STAGE
COMPANY)
|
STATEMENTS OF OPERATIONS (NOTES 2
AND 3) (RESTATED)
|
FOR THE YEARS ENDED JANUARY 31,
2010, AND 2009,
|
AND CUMULATIVE FROM INCEPTION
(APRIL 19, 2004 )
|
THROUGH JANUARY 31,
2010
|
Cumulative
|
||||||||||||
From
|
||||||||||||
2010
|
2009
|
Inception
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Cost of
Sales
|
- | - | - | |||||||||
Gross
Margin
|
- | - | - | |||||||||
Operating
Expenses:
|
||||||||||||
Mineral property
expenses
|
- | - | 27,206 | |||||||||
Bad debt
expense
|
- | 557,927 | 557,927 | |||||||||
General and
administrative
|
222,219 | 25,057 | 658,425 | |||||||||
Total Operating
Expenses
|
222,219 | 582,984 | 1,243,558 | |||||||||
Income (Loss) from
Operations
|
(222,219 | ) | (582,984 | ) | (1,243,558 | ) | ||||||
Other Income
(Expense):
|
||||||||||||
Interest
income
|
1 | 19 | 20 | |||||||||
Interest
expenses
|
(142 | ) | - | (142 | ) | |||||||
Total Other Income
(Expense)
|
(141 | ) | 19 | (122 | ) | |||||||
Income (Loss) before Income
Taxes
|
(222,360 | ) | (582,965 | ) | (1,243,680 | ) | ||||||
Provision for Income
Taxes
|
- | - | - | |||||||||
Net (Loss)
|
$ | (222,360 | ) | $ | (582,965 | ) | $ | (1,243,680 | ) | |||
(Loss) Per Common
Share:
|
||||||||||||
(Loss) per common share-
Basic and Diluted
|
$ | (0.00 | ) | $ | (0.01 | ) | ||||||
Weighted Average Number of Common
Shares
|
||||||||||||
Outstanding- Basic and
Diluted
|
58,147,932 | 57,797,932 |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-4
CALIFORNIA GOLD
CORP.
|
(FORMERLY US URANIUM,
INC.)
|
(AN EXPLORATION STAGE
COMPANY)
|
STATEMENT OF STOCKHOLDERS'
(DEFICIT) (NOTES 2 AND 3) (RESTATED)
|
FOR THE PERIOD FROM INCEPTION
(APRIL 19, 2004) THROUGH JANUARY 31,
2010
|
(Deficit)
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
During the
|
|||||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-in
|
Exploration
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||||||||
Balance - April 19,
2004
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
(Net ) Loss for the
period
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Balance - January 31,
2005
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Common stock issued for
cash
|
- | - | 46,990,000 | 46,990 | (39,590 | ) | - | 7,400 | ||||||||||||||||||||
Common stock issued for
cash
|
- | - | 6,985,000 | 6,985 | 4,015 | - | 11,000 | |||||||||||||||||||||
Common stock issued for
cash
|
- | - | 1,778,000 | 1,778 | 54,222 | - | 56,000 | |||||||||||||||||||||
(Net ) Loss for the
period
|
- | - | (29,275 | ) | (29,275 | ) | ||||||||||||||||||||||
Balance - January 31,
2006
|
- | - | 55,753,000 | 55,753 | 18,647 | (29,275 | ) | 45,125 | ||||||||||||||||||||
(Net ) Loss for the
period
|
- | - | - | - | - | (21,158 | ) | (21,158 | ) | |||||||||||||||||||
Balance - January 31,
2007
|
- | - | 55,753,000 | 55,753 | 18,647 | (50,433 | ) | 23,967 | ||||||||||||||||||||
Common stock issued for
services
|
- | - | 12,700,000 | 12,700 | (10,700 | ) | 2,000 | |||||||||||||||||||||
Cancelation of common
stock
|
- | - | (44,450,000 | ) | (44,450 | ) | 44,450 | - | ||||||||||||||||||||
Common stock issued for expenses
paid by officer
|
- | - | 31,000,000 | 31,000 | 31,000 | |||||||||||||||||||||||
Common stock issued for
convertible debentures
|
- | - | 1,190,000 | 1,190 | 593,810 | - | 595,000 | |||||||||||||||||||||
Contributed capital for donated
services
|
- | - | - | - | 235,668 | - | 235,668 | |||||||||||||||||||||
Common stock issued for
cash
|
- | - | 120,000 | 120 | 59,880 | - | 60,000 | |||||||||||||||||||||
(Net ) Loss for the
period
|
- | - | - | - | - | (387,922 | ) | (387,922 | ) | |||||||||||||||||||
Balance - January 31,
2008
|
- | - | 56,313,000 | 56,313 | 941,755 | (438,355 | ) | 559,713 | ||||||||||||||||||||
Cancelation of common
stock
|
- | - | (2,000,000 | ) | (2,000 | ) | 2,000 | - | - | |||||||||||||||||||
Common stock issued for
cash
|
- | - | 4,000,000 | 4,000 | 16,000 | - | 20,000 | |||||||||||||||||||||
(Net ) Loss for the
period
|
- | - | - | - | - | (582,965 | ) | (582,965 | ) | |||||||||||||||||||
Balance - January 31,
2009
|
- | - | 58,313,000 | 58,313 | 959,755 | (1,021,320 | ) | (3,252 | ) | |||||||||||||||||||
Cancelation of common
stock
|
- | - | (250,000 | ) | (250 | ) | 250 | - | - | |||||||||||||||||||
(Net ) Loss for the
period
|
- | - | - | - | - | (222,360 | ) | (222,360 | ) | |||||||||||||||||||
Balance - January 31,
2010
|
- | $ | - | 58,063,000 | $ | 58,063 | $ | 960,005 | $ | (1,243,680 | ) | $ | (225,612 | ) |
The
accompanying notes are an integral part of these consolidated financial
statements.
F-5
CALIFORNIA GOLD
CORP.
|
(FORMERLY US URANIUM,
INC.)
|
(AN EXPLORATION STAGE
COMPANY)
|
STATEMENT OF CASH FLOWS (NOTES 2
AND 3) (RESTATED)
|
FOR THE YEARS ENDED JANAUARY 31,
2010, AND 2009,
|
AND CUMULATIVE FROM INCEPTION
(APRIL 19, 2004)
|
THROUGH JANAUARY 31,
2010
|
Cumulative
|
||||||||||||
From
|
||||||||||||
2010
|
2009
|
Inception
|
||||||||||
Operating
Activities:
|
||||||||||||
Net (loss)
|
$
|
(222,360
|
)
|
$
|
(582,965
|
)
|
$
|
(1,243,680
|
)
|
|||
Adjustments to reconcile net
(loss) to
|
||||||||||||
net cash (used in)
operating activities:
|
||||||||||||
Contributed capital for donated
servces
|
-
|
-
|
235,668
|
|||||||||
Common stock issued for services
and expenses
|
-
|
-
|
33,000
|
|||||||||
Allowance for bad
debt
|
-
|
557,927
|
557,927
|
|||||||||
Changes in assets and
liabilities-
|
||||||||||||
Accounts payable -
Trade
|
197,548
|
6,568
|
204,913
|
|||||||||
Accrued
liabilities
|
142
|
-
|
142
|
|||||||||
Net Cash (Used in) Operating
Activities
|
(24,670
|
)
|
(18,470
|
)
|
(212,030
|
)
|
||||||
Investing
Activities:
|
||||||||||||
Note receivable- Related
party
|
-
|
-
|
(557,927
|
)
|
||||||||
Net Cash (Used
in) Investing Activities
|
-
|
-
|
(557,927
|
)
|
||||||||
Financing
Activities:
|
||||||||||||
Proceeds from related party
loans
|
20,930
|
-
|
20,930
|
|||||||||
Proceeds from the issuance of
common stock
|
-
|
20,000
|
749,400
|
|||||||||
Net Cash Provided by Financing
Activities
|
20,930
|
20,000
|
770,330
|
|||||||||
Net Increase (Decrease) in
Cash
|
(3,740
|
)
|
1,530
|
373
|
||||||||
Cash - Beginning of
Period
|
4,113
|
2,583
|
-
|
|||||||||
Cash - End of
Period
|
$
|
373
|
$
|
4,113
|
$
|
373
|
||||||
Supplemental Disclosure of Cash
Flow Information:
|
||||||||||||
Cash paid during the period for
:
|
||||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Income
Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
Supplemental Information of
Noncash Investing and Financing Activities:
|
On May 29, 2007, the Company
issued 12,700,000 shares of commons stock (post forward stock split) to
its former officers for services rendered. This transaction was valued at
$2,000.
|
On June 12, 2007, the Company
issued 31,000,000 shares of common stock to its President and
CEO for expenses incurred on behalf of the Company. This
transaction was valued at
$31,000.
|
F-6
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
(1) Summary
of Significant Accounting Policies
General
Organization and Business
California
Gold Corp. (“California Gold” or the “Company” and formerly US Uranium, Inc.) is
a Nevada corporation in the exploration stage. The Company was
incorporated under the laws of the State of Nevada on April 19, 2004, under the
name of Arbutus Resources Inc. The business plan of the Company is
the acquisition and exploration of mineral properties. Because the
Company was not successful in implementing its business plan due to a lack of
funds, the management of the Company determined to seek a joint venture partner
or various business options to continue operating as a viable public
company.
On June
15, 2007, the Company filed Amended and Restated Articles of Incorporation with
the Secretary of State of the State of Nevada, pursuant to which, the Company
(i) increased its authorized capital stock from 75,000,000 shares of common
stock, par value $0.001 per share, to 300,000,000 shares of common stock, par
value $0.001 per share, and 10,000,000 shares of preferred stock, par value
$0.001 per share, and (ii) changed the Company name from Arbutus Resources, Inc.
to Cromwell Uranium Corp. in anticipation of a merger transaction (the “Merger”)
with Cromwell Uranium Holdings, Inc. (“Holdings”), a uranium exploration and
mining company, and to more accurately reflect the new focus of the Company
proposed business. On July 11, 2007, the Company entered into an Agreement and
Plan of Merger and Reorganization (the “Merger Agreement”) with
Holdings. After the Merger, Holdings became a wholly owned subsidiary
of the Company.
As a
result of adverse developments in the public equity and debt markets, as well as
conditions in the mining industry, among other factors, the parties to the
Merger Agreement subsequently determined to cancel and unwind the Merger
Agreement transaction. Effective August 8, 2007, the parties entered
into a reversal agreement (the “Reversal Agreement”). (See Note 9 for
additional information). On August 9, 2007, the Company filed Amended
and Restated Articles of Incorporation with the Secretary of State of the State
of Nevada to change its name to US Uranium Inc. Subsequently, on
March 9, 2009, the Company filed with the Secretary of State of the State of
Nevada to change its name to California Gold Corp.
The
accompanying financial statements are prepared on the accrual basis of
accounting in conformity with accounting principles generally accepted in the
United States of America.
Cash
and Cash Equivalents
For
purposes of reporting within the statements of cash flows, the Company considers
all cash on hand, cash accounts not subject to withdrawal restrictions or
penalties, and all highly liquid investments instruments purchased with a
maturity of three months or less to be cash and cash equivalents.
F-7
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
Revenue
Recognition
The
Company is in the exploration stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will
recognize revenues when delivery of goods or completion of services has
occurred, provided there is persuasive evidence of an agreement, acceptance has
been approved by its customers, the fee is fixed or determinable based on the
completion of stated terms and conditions, and collection of any related
receivable is probable.
Mineral
Exploration and Development Costs
Mineral
claim and other property acquisition costs are capitalized as
incurred. Such costs are carried as an asset of the Company until it
becomes apparent through exploration activities that the cost of such properties
will not be realized through mining operations. Mineral exploration
costs are expensed as incurred, and when it becomes apparent that a mineral
property can be economically developed as a result of establishing proven or
probable reserve, the exploration costs, along with mine development cost, are
capitalized. The costs of acquiring mineral claims, capitalized
exploration costs, and mine development costs are recognized for depletion and
amortization purposes under the units-of-production method over the estimated
life of the probable and proven reserves. If mineral properties,
exploration, or mine development activities are subsequently abandoned or
impaired, any capitalized costs are charged to operations in the current
period.
Impairment
of Long-Lived Assets - Mineral Properties
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be
recoverable. When such events or changes in circumstances are
present, the Company assesses the recoverability of long-lived assets by
determining whether the carrying value of such assets will be recovered through
undiscounted expected future cash flows. If the total of the future
cash flows is less than the carrying amount of those assets, the Company
recognizes an impairment loss based on the excess of the carrying amount over
the fair value of the assets. Assets to be disposed of are reported
at the lower of the carrying amount or the fair value less costs to
sell.
Loss
per Common Share
Basic
loss per share is computed by dividing the net loss attributable to the common
stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. There were no dilutive financial instruments
issued or outstanding for the years ended January 31, 2010, and
2009.
F-8
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
Dividends
The
Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the periods presented.
Income Taxes
The
Company accounts for income taxes in accordance with FASB ASC Topic 740, Income
Taxes. Under FASB ASC Topic 740, deferred tax assets and
liabilities are determined based on temporary differences between the bases of
certain assets and liabilities for income tax and financial reporting
purposes. The deferred tax assets and liabilities are classified
according to the financial statement classification of the assets and
liabilities generating the differences.
The
Company maintains a valuation allowance with respect to deferred tax
assets. The Company establishes a valuation allowance based upon the
potential likelihood of realizing the deferred tax asset and taking into
consideration the Company’s financial position and results of operations for the
current period. Future realization of the deferred tax benefit
depends on the existence of sufficient taxable income within the carryforward
period under the Federal tax laws.
Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax
asset. Any change in the valuation allowance will be included in
income in the year of the change in estimate.
Fair
Value of Financial Instruments
The
Company estimates the fair value of financial instruments using the available
market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair
value may not be indicative of the amounts The Company could realize in a
current market exchange. The Company accounts for its assets and
liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and
Disclosures, which defines a hierarchy that prioritizes the inputs in
fair value measurements and requires certain related disclosures. The
hierarchy prioritizes the inputs of fair value measurements into one of three
levels. “Level 1” measurements are measurements using quoted prices
in active markets for identical assets or liabilities. “Level 2”
measurements use significant other observable inputs. “Level 3”
measurements are measurements using significant unobservable inputs that require
a company to develop its own assumptions. In recording the fair value
of assets and liabilities, companies must use the most reliable measurement
available. As of January 31, 2010, and 2009, the carrying value of
financial instruments approximated fair value due to the short-term nature and
maturity of these instruments.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when
incurred. The Company did not incur any advertising expenses during
the years ended January 31, 2010, and 2009.
F-9
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
Stock-based
Compensation
The
Company accounts for its stock based compensation in which the Company obtains
employee services in share-based payment transactions under FASB ASC Topic 718,
Compensation- Stock
Compensation, which requires the Company to expense the cost of employee
services received in exchange for an award of equity instruments based on the
grant date fair value of such instruments over the vesting period.
The
Company also adopted FASB ASC Topic 505-50, Equity Based Payment to
Non-Employees,
to account for equity instruments issued to parties other than employees for
acquiring goods or services. Such awards for services are recorded at
either the fair value of the consideration received or the fair value of the
instruments issued in exchange for such services, whichever is more reliably
measurable.
For the
years ended January 31, 2010, and 2009, the Company did not issue any
share-based payments to employees.
Concentration of
Risk
As of
January 31, 2010, and 2009, the Company maintained
its cash account at one commercial bank. The account was subject to
FDIC coverage.
Estimates
The
financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America. 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 as of January 31, 2010, and 2009, and
expenses for the years ended January 31, 2010, and 2009, and cumulative from
inception. Actual results could differ from those estimates made by
management.
(2) Exploration
Stage Activities and Going Concern
The
Company is currently in the exploration stage and has engaged in limited
operations. While management of the Company believes that it will be
successful in its planned capital formation and operating activities, there can
be no assurance that the Company will be successful in the development of its
planned objectives and generate sufficient revenues to earn a profit or sustain
the operations of the Company.
F-10
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
The
Company’s activities through January 31, 2010, have been supported by equity
financing. It has sustained losses in all previous reporting periods
with a cumulative since inception loss of $1,243,680 as of January 31,
2010. Management continues to seek funding from its stockholders and
other qualified investors to pursue its business plan. In the
alternative, the Company may be amenable to a sale, merger, or other acquisition
in the event such transaction is deemed by management to be in the best
interests of the shareholders.
The
accompanying financial statements have been prepared in conformity with
accounting principals generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The
Company has incurred an operating loss since inception and its cash resources
are insufficient to meet its planned business objectives. These and
other factors raise substantial doubt about the Company’s ability to continue as
a going concern. The accompanying financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.
(3) Correction
of Disclosure in Notes to Financial Statements
As a
result of the restatement of the financial statements as of and for the period
ended January 31, 2008, management determined that the notes to the financial
statements as of and for the periods ended January 31, 2010, and 2009, required
restatement to present the disclosure of certain outstanding warrants to
purchase shares of common stock that resulted from the conversion of certain
convertible debentures into debenture units (see Note 5). Each
debenture unit consisted of one share of common stock, and one detachable common
stock purchase warrant. The correction of the disclosure in the notes
to financial statements had no impact on the financial statements for the
periods presented.
(4) Note
Receivable
As of
January 31, 2008, the Company recorded $557,927 of a note receivable – related
party in the amount of $557,927, as a result of the Merger, and the subsequent
merger reversal transaction. (See Note 9 for additional
information).
Pursuant
to the Reversal Agreement, Holdings agreed to repay the $535,500 bridge loan
principal, plus certain expenses of $22,427.30, which the Company incurred in
the Merger transaction, for a total amount of $557,927.30, to the Company, by
delivering a promissory note (the “Reversal Note”) in the principal amount of
$557,927.30. The Reversal Note was due on November 15, 2007, and bore
interest of 9% per annum. The Reversal Note was secured by a
perfected security interest and first priority lien on all of the assets of the
former subsidiary, as well as by the deposit into escrow of all of the issued
and outstanding shares of Holdings.
According
to the terms of the Reversal Note, Holdings was to begin making consecutive
monthly interest only payments of accrued interest commencing 30 days from the
closing of the loan through the Due Date, at which time Holdings would be
required to repay the unpaid principal amount of the Reversal Note, together
with accrued and unpaid interest.
F-11
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
As of
January 31, 2008, Holdings had not made any interest payments on the Reversal
Note, nor did it repay the principal amount on the Due Date.
The
Company had been pursuing the collection of the Reversal Note. The
Company evaluated the financial position of Holdings and believed that as of
January 31, 2008, it had the ability and intention to pay the amount
due. As of January 31, 2009, the Company determined that Holdings did
not intend to pay the Reversal Note and accrued interest, and the Company
recorded an allowance for doubtful account for the full amount of the
Note. The Company intends to pursue its collections efforts, but the
uncertainty as to the collectability of the Reversal Note and accrued interest
was sufficient to require an allowance for the receivable as of January 31,
2010, and 2009, respectively.
(5) Convertible
Debentures and Warrants
On June
22, 2007, and June 28, 2007, the Company issued a series of convertible
debentures (the “Debentures”) with a value of $559,536. The principal
amount of the Debentures, together with accrued interest, was due on June 22,
2010. Interest accrued on the unpaid principal balance of the
Debentures at the rate of nine percent per annum commencing 120 days from the
original issue date of the Debentures through the maturity
date. Considering the date of the Merger Agreement of July 11, 2007,
described below, no interest was accrued on the Debentures. From and
after October 30, 2007, or the date of closing of a merger transaction,
whichever date was earlier, the Debentures could be converted into debenture
units at a conversion price of $0.50 for one debenture unit. The
debenture units consisted of one share common stock and one detachable common
stock purchase warrant. Each detachable common stock purchase warrant
is exercisable to purchase one share of common stock of the Company at $0.75 per
share for a period of five years.
On July
11, 2007, the Company effected the Merger transaction, and simultaneously with
the closing of the Merger, the Debentures automatically converted into debenture
units. The Company analyzed the conversion feature and detachable
warrants related to the Debentures, and determined that such elements of
conversion and option did not qualify as derivative
instruments. Further, considering the fair market value of the common
stock of the Company on the date of Merger, there was no beneficial conversion
feature associated with the Debentures or detachable warrants. The
Company accounted for the Debentures and warrants as convertible debt with
detachable warrants, and the proceeds from the sale of the Debentures and
related warrants were allocated between the debt obligations and additional
paid-in capital based on the relative fair values of the related instruments,
which amounted to $559,536, and $35,464, respectively.
The fair
value of each warrant granted has been estimated on the date of grant using the
Black-Scholes pricing model, under the following assumptions:
F-12
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
2007
|
||||
Five
Year Risk Free Interest Rate
|
5.30 | % | ||
Dividend
Yeild
|
0.00 | % | ||
Volatility
|
281.34 | % | ||
Average
Expected Term (Years to Exercise)
|
3 |
A summary
of the status of warrants granted as of January 31, 2010, and 2009, is as
follows:
Through January 31, 2010
|
||||||||
Weighted
|
||||||||
Average
|
||||||||
Exercise
|
||||||||
Description
|
Shares
|
Price
|
||||||
Outstanding
at February 1, 2007
|
- | $ | - | |||||
Granted
|
1,190,000 | 0.75 | ||||||
Exercised
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Expired
|
- | - | ||||||
Outstanding
at January 31, 2008
|
1,190,000 | $ | 0.75 | |||||
Granted
|
- | - | ||||||
Exercised
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Expired
|
- | - | ||||||
Outstanding
at January 31, 2009
|
1,190,000 | $ | 0.75 | |||||
Granted
|
- | - | ||||||
Exercised
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Expired
|
- | - | ||||||
Outstanding
at January 31, 2010
|
1,190,000 | $ | 0.75 |
F-13
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
A summary
of the status of warrants outstanding as of January 31, 2010, is presented
below:
Warrants Outstanding
|
Warrants Exercisable
|
||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Range of
|
Average
|
Average
|
Average
|
||||||||||||||||||
Exercise
|
Number
|
Remaining
|
Exercise
|
Number
|
Exercise
|
||||||||||||||||
Prices
|
Outstanding
|
Life Years
|
Price
|
Exercisable
|
Price
|
||||||||||||||||
$
|
0.75
|
1,190,000 | 2.46 | $ | 0.75 | 1,190,000 | $ | 0.75 |
(6) Common
Stock
During
July 2005, the Company issued 46,990,000 shares (post forward stock split) of
its common stock to its founders for $7,400 in cash.
During
July 2005, the Company issued 6,985,000 shares (post forward stock split) of its
common stock for $11,000 in cash.
During
August 2005, the Company issued 1,778,000 shares (post forward stock split) of
its common stock for $56,000 in cash.
On May
29, 2007, the Company issued 12,700,000 shares (post forward stock split) of its
common stock to its former officers for services provided. The common
stock was valued $2,000.
On July
5, 2007, the Company effected a forward split of its common stock on the basis
of 6.35 shares for each share issued and outstanding. The
accompanying financial statements have been adjusted on a retroactive basis to
reflect the impact of this forward stock split.
Pursuant
to Merger Agreement, the Company canceled 44,450,000 shares (post forward stock
split) of its common stock and issued 31,000,000 shares (post forward stock
split) of its common stock to Holding’s stockholder. As a result
of cancelling and unwinding the Merger, Holdings returned 31,000,000 shares of
common stock to the Company’s treasury. (See Note 8 for additional
information).
In
connection with the terms of the Merger, and cancellation & reversal of the
Merger, an officer and Director of the Company made advances to, and incurred
expenses on behalf of the Company amounting to approximately
$31,000. The advances and expenses were not represented by a
promissory note, did not bear interest, and were due on demand. The
Company agreed with the officer and Director that, in lieu of a cash repayment
of the amount incurred, the Company would reimburse the obligation by issuing
31,000,000 shares (post forward stock split) of its common stock from
treasury stock at the par value of $0.001 per share.
F-14
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
In August
2007, the Company issued 1,190,000 shares (post forward stock split) of
common stock as a result of the conversion of the Debentures, in the amount of
$559,536.
For the
period ended January 31, 2008, the Company recognized a total of $235,668 for
donated consulting services. The consulting services were performed
by third parties in connection with the acquisition of Holdings, and with the
reversal of the acquisition of Holdings. The third parties made the
determination to forgive the Company’s liability. The forgiveness of
debt was recorded as a donated capital, and was an addition to additional
paid-in capital in the accompanying financial statements for the year ended
January 31, 2008.
During
January 2008, the Company issued 120,000 shares (post forward stock split) of
its common stock for $60,000 in cash.
During
the year ended January 31, 2009, the Company cancelled 2,000,000
shares (post forward stock split) of its common stock.
On
September 18, 2008, the Company issued 4,000,000 shares (post forward stock
split) of its common stock for $20,000 in cash.
During
the year ended January 31, 2010, the Company cancelled 250,000 (post forward
stock split) shares of its common stock.
(7) Income
Taxes
The
provision (benefit) for income taxes for the years ended January 31, 2010, and
2009, were as follows (assuming a 15 percent effective income tax
rate):
2010
|
2009
|
|||||||
Current
Tax Provision:
|
||||||||
Federal-
|
||||||||
Taxable
income
|
$ | - | $ | - | ||||
Total
current tax provision
|
$ | - | $ | - | ||||
Deferred
Tax Provision:
|
||||||||
Federal-
|
||||||||
Loss
carryforwards
|
$ | 33,354 | $ | 87,445 | ||||
Change
in valuation allowance
|
(33,354 | ) | (87,445 | ) | ||||
Total
deferred tax provision
|
$ | - | $ | - |
F-15
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
The
Company had deferred income tax assets as of January 31, 2010, and 2009, as
follows:
2010
|
2009
|
|||||||
Loss
carryforwards
|
$ | 186,552 | $ | 153,198 | ||||
Less
- Valuation allowance
|
(186,552 | ) | (153,198 | ) | ||||
Total
net deferred tax assets
|
$ | - | $ | - |
The
Company had net operating loss carryforwards for income tax reporting purposes
of $1,243,680 and $1,021,320 as of January 31, 2010, and 2009, respectively that
may be offset against future taxable income. The net operating loss
carryforwards begin to expire in the year 2026. Current tax laws
limit the amount of loss available to be offset against future taxable income
when a substantial change in ownership occurs or a change in the nature of the
business. Therefore, the amount available to offset future taxable
income may be limited.
No tax
benefit has been reported in the financial statements for the realization of
loss carryforwards, as the Company believes there is high probability that the
carryforwards will not be utilized in the foreseeable
future. Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.
(8) Related
Party Transactions
In
connection with the transactions contemplated by the Merger with Holdings (which
merger, as previously described, was subsequently reversed), an officer and
Director of the Company made advances to, and incurred expenses on behalf of the
Company in the amount of approximately $31,000. The advances and
expenses were not represented by a promissory note, did not bear interest, and
were repayable on demand. The Company agreed with the officer and
Director that, in lieu of a cash repayment of the amount owed, the Company would
repay the obligation by the issuance of 31,000,000 shares of its common stock
from the Company’s treasury.
The
31,000,000 shares of common stock were issued to the officer and Director
pursuant to a Restricted Stock Purchase Agreement. The agreement
provides for a purchase price of par value, or $31,000, which amount was paid to
the Company by the cancellation of the indebtedness that the Company owed to the
officer and Director. The Company has an option, but not the
obligation, to repurchase the shares of common stock, subject to certain
limitations, in the event of termination of the officer and Director, at the
original purchase price. One-third of the shares (10,333,333 shares)
were released from the Company’s right to repurchase on December 31, 2008, and,
an additional one-third of the shares were released from the Company’s right to
repurchase on December 31, 2009. The remaining restricted shares
(10,333,334 shares) will be released from the Company’s right to repurchase on
December 31, 2010. The Agreement requires that the stock certificates
evidencing the shares be held in escrow until the Company’s right to repurchase
lapses.
F-16
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
In June
of 2009, a related party loaned the Company $930 for working capital
purpose. The loan is unsecured, non-interest bearing, and payable
upon demand.
In
September and October of 2009, an officer and three stockholders loaned the
Company $10,000 for working capital purpose. The loans are
non-interest bearing, and are payable at the time of closing of a subsequent
private placement offering.
In
December of 2009, an officer and three stockholders loaned the Company a total
of $10,000 for working capital purpose. The loans are unsecured, bear
interest 10 percent per annum, and are payable in December 2010.
(9) Merger
and Subsequent Merger Reversal Transaction
Effective
July 11, 2007, the Company entered into the Merger Agreement with
Holdings. In order to facilitate the negotiation with Holdings with
respect to the Merger, the Company loaned Holdings a total of $535,000 in bridge
financing (the “Bridge Financing”) in June 2007. The Company funded
the bridge financing by the sale of Debentures convertible into units of the
Company’s securities. On June 22, 2007, the Company sold $545,000 of
Debentures, and on June 28, 2007, the Company sold an additional $50,000 of
Debentures. The Debentures converted into debenture units at a
conversion price of $0.50 in principal amount to one debenture
unit. The debenture units consist of one share of common stock and
one warrant to purchase a like number of shares of common stock. The
underlying warrants are exercisable at $0.75 per share, over a term of five
years.
The
Bridge Financing was evidenced by a promissory note (the “Note”) from Holdings
to the Company, bearing interest at 9 percent per annum. The Note was
due no later than the earlier of (i) October 22, 2007, or (ii) the date of
closing of the Merger.
In
connection with the Merger, the Company issued 31,000,000 shares of common stock
to the pre-merger stockholder of Holdings. As well, $535,000 of gross
principal under the Note related to the Bridge Financing to Holdings was deemed
repaid in full upon the effect date of the Merger. Also on the
closing of the Merger, each $0.50 of Debenture principal, in an aggregate
principal amount of $559,536, automatically converted into debenture
units. An aggregate of 1,190,000 shares of common stock and 1,190,000
warrants to purchase common stock were issued upon conversion of the
Debentures.
Effective
August 8, 2007, the parties to the Merger decided to cancel and unwind the
Merger by entering into a Reversal Agreement pursuant to which the Company sold
the shares of Holdings back to its former stockholder in exchange for the return
to the Company and subsequent cancellation of the 31,000,000 shares of common
stock issued by the Company in the Merger. As additional
consideration for the purchase and sale of the shares of Holdings, Holdings
agreed to repay the entire net principal amount of the Note it had received in
the Bridge Financing, together with certain expenses incurred by the Company,
which in the aggregate, amounted to $557,927.30.
F-17
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
Holdings
issued to the Company a Reversal Note. The Reversal Note was due on
November 15, 2007, and carried an interest rate of 9 percent per
annum. (See Note 4 for additional information).
As a
result of the transaction described above, the Company experienced a change in
control with the consummation of the Merger, and a further change of control
following execution of the Reversal Agreement with the pre-Merger stockholders
regaining control of the Company.
(10) Recent Accounting
Pronouncements
On May
22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and
Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to
improve the relevance, representational faithfulness, and comparability of the
information that a not-for-profit entity provides in its financial reports about
a combination with one or more other not-for-profit entities, businesses, or
nonprofit activities. To accomplish that, this Statement establishes
principles and requirements for how a not-for-profit entity:
|
a.
|
Determines
whether a combination is a merger or an
acquisition.
|
|
b.
|
Applies
the carryover method in accounting for a
merger.
|
|
c.
|
Applies
the acquisition method in accounting for an acquisition, including
determining which of the combining entities is the
acquirer.
|
|
d.
|
Determines
what information to disclose to enable users of financial statements to
evaluate the nature and financial effects of a merger or an
acquisition.
|
This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill
and Other Intangible Assets, to make it fully applicable to
not-for-profit entities.
SFAS No.
164 (FASB ASC 958) is effective for mergers occurring on or after December 15,
2009, and acquisitions for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2009. Early application is prohibited. The management
of the Company does not expect the adoption of this pronouncement to have
material impact on its financial statements.
On May
28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent
Events.” SFAS No. 165 (FASB ASC 855) establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. Specifically, Statement 165 (FASB ASC 855)
provides:
F-18
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
1. The
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements.
2. The
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements.
3. The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.
In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009. The
adoption of this pronouncement did not have a material impact on the financial
statements of the Company.
In June
2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of
Financial Assets- an amendment of FASB Statement No,
140.” SFAS No. 166 (FASB ASC 860) is a revision to SFAS
No. 140 “Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities” and will require more information about transfers of
financial assets, including securitization transactions, and where companies
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.
This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009. The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
In June
2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation
No. 46(R).” SFAS No. 167 (FASB ASC 810) amends certain
requirements of FASB Interpretation No. 46(R), “Consolidation of Variable
Interest Entities” and changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated. The determination of whether a
company is required to consolidate an entity is based on, among other things, an
entity’s purpose and design and a company’s ability to direct the activities of
the entity that most significantly impact the entity’s economic
performance.
This
statement is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009. The
management of the Company does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
In June
2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162.” SFAS No. 168 (FASB ASC
105) establishes the FASB Accounting Standards Codification (the "Codification")
to become the single official source of authoritative, nongovernmental U.S.
generally accepted accounting principles (“GAAP”). The Codification
did not change GAAP but reorganizes the literature.
F-19
CALIFORNIA
GOLD CORP.
(FORMERLY
US URANIUM, INC.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS (RESTATED)
JANUARY
31, 2010, AND 2009
SFAS No.
168 (FASB ASC 105) is effective for interim and annual periods ending after
September 15, 2009. The adoption of this pronouncement did not have a
material impact on the financial statements of the Company.
On March
5, 2010, the Chief Executive Officer and Director of the Company loaned $3,000
to the Company for working capital purposes. The loan is unsecured,
bears interest at 10 percent per annum, and is due on March 5,
2011.
On March
5, 2010, a stockholder of the Company loaned $3,000 to the Company for working
capital purposes. The loan is unsecured, bears interest at 10 percent
per annum, and is due on March 5, 2011.
On March
22, 2010, a stockholder of the Company loaned $3,000 to the Company for working
capital purposes. The loan is unsecured, bears interest at 10 percent
per annum, and is due on March 22, 2011.
On March
23, 2010, a stockholder of the Company loaned $2,500 to the Company for working
capital purposes. The loan is unsecured, bears interest at 10 percent
per annum, and is due on March 23, 2011.
F-20