Attached files

file filename
EX-32.1 - CERTIFICATION - Red Giant Entertainment, Inc.casl_10q31may10ex32.txt
EX-31.1 - CERTIFICATION - Red Giant Entertainment, Inc.casl_10q31may10ex31.txt

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

                  For the quarterly period ended May 31, 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  July  13, 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 May 31, 2010 (Unaudited - Prepared by Management) (Expressed in U.S. Dollars) ---------------------------------------------------------------------------------------------------- May 31 August 31 2010 2009 ---------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 19 $ 17,707 Prepaid expenses 2,056 - ---------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 2,075 $ 17,707 ==================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) LIABILITIES CURRENT LIABILITIES Accounts payable and accrued liabilities $ 5,399 $ 2,623 ---------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 5,399 2,623 ---------------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY (DEFICIENCY) 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, 2009: 12,435,000) ADDITIONAL PAID-IN CAPITAL 78,636 78,636 (DEFICIT) ACCUMULATED DURING THE EXPLORATION STAGE (83,204) (64,796) ---------------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (3,324) 15,084 ---------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,075 $ 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 May 31, 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 - - - - - (18,408) (18,408) --------------------------------------------------------------------------------------------------------------------------- Balance, May 31, 2010 - $ - 12,435,000 $ 1,244 $ 78,636 $ (83,204) $ (3,324) =========================================================================================================================== 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 Nine months ended Three months ended (inception) to May 31 May 31 May 31 May 31 May 31, 2010 2010 2009 2010 2009 ------------------------------------------------------------------------------------------------------------------------ EXPENSES Bank charges $ 398 $ 81 $ 57 $ 18 $ 13 Consulting fees 11,643 10,280 965 6,168 - Interest 2,336 - - - - Office expenses 7,163 64 875 - - Professional fees 46,802 7,788 17,343 1,576 3,753 Resource property acquisition and exploration costs 5,000 - - - - Transfer expenses 1,793 195 123 45 123 Write off mineral deposit 8,069 - - - - ------------------------------------------------------------------------------------------------------------------------ LOSS FROM OPERATIONS 83,204 18,408 19,363 7,807 3,889 ------------------------------------------------------------------------------------------------------------------------ NET LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD $ (83,204) $ (18,408) $ (19,363) $ (7,807) $ (3,889) ======================================================================================================================== 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 Nine months ended May 31, 2010 May 31, 2010 May 31, 2009 ---------------------------------------------------------------------------------------------- CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES Net (Loss) for the period $ (83,204) $ (18,408) $ (19,363) Changes in operating assets and liabilities - decrease (increase) in prepaid expenses (2,056) (2,056) - - accounts payable and accrued liabilities 5,399 2,776 (3,671) ---------------------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (79,861) (17,688) (23,034) ---------------------------------------------------------------------------------------------- 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 19 (17,688) (23,034) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 17,707 41,549 ---------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 19 $ 19 $ 18,515 ============================================================================================== 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 $83,204 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 May 31, 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 May 31, 2010, the Company does not have any asset retirement obligations. Costs associated with environmental remediation obligations will be accrued when it is probable that such costs will be incurred and they can be reasonably estimated. 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 May 31, 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 May 31, 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 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 (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 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 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 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 May 31, 2010.
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 $7,807 for the three-month period ended May 31, 2010, which is an increase from $3,889 for the same period last year due to the increase of consulting costs. We incurred operating expenses in the amount of $18,408 for the nine-month period ended May 31, 2010, which is comparable with the amount of $19,363 for the same period last year. 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 May 31, 2010 we had total assets of $2,075 comprised of $2,056 in prepaid expenses and $19 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 Castmor Resources Ltd. is not a party to any material legal proceedings and to the best of the knowledge of our management, no such proceedings are threatened or contemplated. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 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 $120,250 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.
ITEM 6. EXHIBITS EXHIBIT DESCRIPTION 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification 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: July 13, 2010 /s/ Alfonso Quijada Alfonso Quijada President, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Office