Attached files
file | filename |
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EX-31.1 - Gunpowder Gold Corp | v208260_ex31-1.htm |
EX-3.2 - Gunpowder Gold Corp | v208260_ex3-2.htm |
EX-32.1 - Gunpowder Gold Corp | v208260_ex32-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended November 30, 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 No. 001-34976
GUNPOWDER
GOLD CORPORATION
(Exact
name of small business issuer as specified in its charter)
Nevada
|
26-3751595
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(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification No.)
|
10th
Floor
3
Hardman Street
Manchester
M3 3HF
United
Kingdom
(Address
of Principal Executive Offices)
011-44-161-932-1446
(Issuer’s
telephone number)
None
(Former
name, address and fiscal year, if changed since last report)
Check
whether the issuer (1) has 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 has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ 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,” “non-accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.
¨ Large
accelerated filer
|
¨ Accelerated
filer
|
¨ Non-accelerated
filer
|
x 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
¨
APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1943 subsequent to the distribution of securities under a plan confirmed by a
court. Yes ¨
No ¨
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of January 11, 2011: 90,000,000 shares
of common stock.
PART
I – FINANCIAL INFORMATION
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2
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||
Item
1.
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Financial
Statements
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2
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|
Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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4
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Item3.
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Quantitative
and Qualitative Disclosures About Market Risk
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4
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|
Item
4.
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Control
and Procedures
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5
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Item
4A.
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Control
and Procedures
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5
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PART
II – OTHER INFORMATION
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6
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Item
1.
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Legal
Proceedings
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6
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Item
1A.
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Risk Factors | 6 | |
Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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6
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|
Item
3.
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Defaults
Upon Senior Securities
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6
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Item
4.
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Removed
and Reserved
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6
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Item
5.
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Other
Information
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6
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Item
6.
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Exhibits
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6
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SIGNATURE
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7
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PART
I – FINANCIAL INFORMATION
Item
1. Financial Information
BASIS
OF PRESENTATION
The
accompanying reviewed financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and Item 310 under subpart A of Regulation
S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered necessary in order to
make the financial statements not misleading, have been
included. Operating results from year end (August 31, 2010) and three
months ended November 30, 2010, are not necessarily indicative of results that
may be expected for the year ending August 31, 2011. The financial
statements are presented on the accrual basis.
2
CONDENSED
FINANCIAL STATEMENTS
GUNPOWDER
GOLD CORPORATION
(fka
Spartan Business Services)
Table
of Contents
PAGE
|
|
CONDENSED
BALANCE
SHEETS
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F-1
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CONDENSED
STATEMENTS OF
OPERATIONS
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F-2
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CONDENSED
STATEMENTS OF CASH
FLOWS
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F-3
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NOTES TO UNAUDITED CONDENSED
FINANCIAL STATEMENTS
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F-4
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3
GUNPOWDER
GOLD CORPORATION
(Formerly:
SPARTAN BUSINESS SERVICES CORP.)
(An
Exploration Stage Company)
Condensed
Balance Sheets
(Unaudited)
November
30, 2010
|
(Audited)
August
31,
2010
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
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$
|
-
|
$
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160
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||||
Prepaid
expense
|
||||||||
Total
current assets
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-
|
-
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||||||
-
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160
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|||||||
$
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-
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$
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160
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|||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$
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20,767
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$
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1,478
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||||
Accounts
payable to related-party
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8,000
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|
||||||
Note
payable to related-party
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63,481
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40,700
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||||||
Total
current liabilities
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92,248
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42,178
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||||||
Commitments
and contingencies
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-
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-
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||||||
Stockholders'
equity
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||||||||
Preferred
stock; $.001 par value, 5,000,000 shares
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||||||||
authorized,
zero shares issued and outstanding
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-
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-
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||||||
Common
stock; $.001 par value, 300,000,000 shares authorized;
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||||||||
90,000,000 shares
issued and outstanding at November 30, 2010 and August 31, 2010,
respectively
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90,000
|
90,000
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||||||
Additional
paid-in-capital
|
(35,527
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) |
(35,527
|
) | ||||
Deficit
accumulated during development stage
|
(146,721
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)
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(96,491
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)
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||||
Total
stockholders' equity(deficit)
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(92,248
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)
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(42,018
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) | ||||
Total
liabilities and stockholders' equity
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$
|
-
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$
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160
|
The
accompanying notes are an integral part of the financial
statements
F-1
GUNPOWDER
GOLD CORPORATION
(formerly:
SPARTAN BUSINESS SERVICES CORP.)
(An
Exploration Stage Company)
Condensed
Statements of Operations
(Unaudited)
|
||||||||||||
(Unaudited)
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(Unaudited)
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November
19,
2008
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||||||||||
For
the three
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For
the three
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(Inception)
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||||||||||
months
ended
|
months
ended
|
Through
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||||||||||
November
30,
2010
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November
30,
2009
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November
30,
2010
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||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Operating
expenses
|
||||||||||||
General
and administrative
|
42,230 | 27,017 | 142,221 | |||||||||
Consulting
fee-related-party
|
8,000 | - | 8,000 | |||||||||
50,230 | 27,017 | 150,221 | ||||||||||
Income
(loss) from operations
|
(50,230 | ) | (27,017 | ) | (150,221 | ) | ||||||
Other
income (expense)
|
||||||||||||
Other
income
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- | - | 3,500 | |||||||||
Interest
expense
|
- | - | - | |||||||||
loss
before income taxes
|
(50,230 | ) | (27,017 | ) | (146,721 | ) | ||||||
Income
tax expense
|
- | - | - | |||||||||
Net
income (loss)
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$ | (50,230 | ) | $ | (27,017 | ) | $ | (146,721 | ) | |||
Basic
and diluted loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Basic
and diluted weighted average
|
||||||||||||
common
shares outstanding
|
90,000,000 | 140,000,000 |
The
accompanying notes are an integral part of the financial
statements
F-2
GUNPOWDER
GOLD CORPORATION
(Formerly:
SPARTAN BUSINESS SERVICES CORP.)
(An
Exploration Stage Company)
Condensed
Statement of Cash Flows
(Unaudited)
|
||||||||||||
(Unaudited)
|
(Unaudited)
|
November
19,
2008
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||||||||||
For
the three
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For
the three
|
(Inception)
|
||||||||||
months
ended
|
Months
ended
|
through
|
||||||||||
November
30,
2010
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November 30,
2009
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November
30,
2010
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||||||||||
Operating
activities:
|
||||||||||||
Net
loss
|
$ | (50,230 | ) | $ | (27,017 | ) | $ | (146,721 | ) | |||
Adjustments
to reconcile net loss to
|
||||||||||||
net
cash used in operating activities:
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||||||||||||
Amortization
of prepaid expense
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- | 2,521 | 10,000 | |||||||||
Stock
issued for services
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2,500 | |||||||||||
Expenses
paid by shareholder/officer
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22,781 | - | 63,481 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
(Increase)
in prepaid expense
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- | - | (10,000 | ) | ||||||||
Increase
in accounts payable to related
party
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8,000 | 8,000 | ||||||||||
(Decrease)
increase in accounts
payable
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19,289 | (2,338 | ) | 20,767 | ||||||||
Net
cash (used in) operating activities
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(160 | ) | (26,834 | ) | (51,973 | ) | ||||||
Financing
activities:
|
||||||||||||
Capital
contribution
|
6,000 | |||||||||||
Proceeds
from issuance of common stock
|
- | - | 45,973 | |||||||||
Net
cash provided by financing activities
|
- | , | 51,973 | |||||||||
Net
change in cash:
|
(160 | ) | (26,834 | ) | - | |||||||
Cash,
beginning of period
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160 | 26,905 | - | |||||||||
Cash,
ending of period
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$ | - | $ | 71 | $ | - | ||||||
Supplemental
cash flow disclosures
|
||||||||||||
Cash
paid for:
|
||||||||||||
Interest
expense
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$ | - | $ | - | $ | - | ||||||
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
Non-cash
activities:
|
||||||||||||
Issuance
of common stock for services
|
$ | - | $ | - | $ | 2,500 |
The
accompanying notes are an integral part of the financial
statements
F-3
GUNPOWDER
GOLD CORP.
(fka
Spartan Business Services Corp)
(An
Exploration Stage Company)
NOTES
TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
November
30, 2010
Note
1. Condensed Financial Statements
The
accompanying financial statements have been prepared by Gunpowder Gold
Corporation without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and cash flows at
November 30, 2010, and for all periods presented herein, have been
made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s August 31,
2010 audited financial statements. The results of operations for the
periods ended November 30, 2010 and 2009 are not necessarily indicative of the
operating results for the full years.
Note
2. Nature of Business
Gunpowder
Gold Corporation (the “Company”) formerly named Spartan Business Services Corp.
was incorporated in the State of Nevada on November 19, 2008. The
Company is an exploration stage company as defined by Guide 7 of the Securities
Exchange Commission’s Industry Guide and ASC Topic 915-10 “Development Stage
Entities”. Although the Company is currently in discussions
regarding a potential transaction, there is no definitive agreement (or executed
letter of intent) regarding such transactions and no assurance that a
transaction will occur. The Company presently has no definitive plans,
proposals, or other arrangements, written or otherwise.
The
Company's fiscal year end is August 31.
Note
3. Going Concern
The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has incurred a net operating loss of
$146,721 through November 30, 2010, and has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
F-4
Note
4. Related party transactions
During
the periods ended November 30, 2010 and 2009, a shareholder paid $22,781 and
$-0-, respectively, of expenses on behalf of the Company from his personal
account. These amounts are reflected as unsecured and non-interest bearing
advances with no maturity date. As of November 30, 2010 and August 31, 2010, the
balance of these amounts was $63,481 and $40,700, respectively.
During
the periods ended November 30, 2010 and 2009, the Company accrued $8,000 and
$-0-, respectively, of consulting expenses payable to a shareholder/officer of
the Company.
Note
5. Stockholders’ equity
In
November 2010, the Company revised and restated its articles of incorporation to
increase the amount of authorized capital to 305,000,000 shares, consisting of
5,000,000 Preferred and 300,000,000 Common, and to affect a 10:1 forward stock
split. All references in the accompanying financial statements have
been retroactively stated tor reflect these changes.
Note
6. Subsequent Events
The
Company has evaluated all subsequent events through the date the financial
statements have been issued and has determined that no events
occurred.
F-5
Item
2. Management’s Discussion and Analysis or Plan of Operation
Caution
Regarding Forward-Looking Statements
The
following information may contain certain forward-looking statements that are
not historical facts. These statements represent our expectations or beliefs,
including but not limited to, statements concerning future acquisitions, future
operating results, statements concerning industry performance, capital
expenditures, financings, as well as assumptions related to the foregoing.
Forward-looking statements may be identified by the use of forward-looking
terminology such as “may,” “shall,” “will,” “could,” “expect,” “estimate,”
“anticipate,” “predict,” “should,” “continue” or similar terms, variations of
those terms or the negative of those terms. Forward-looking statements are based
on current expectations and involve various risks and uncertainties that could
cause actual results and outcomes for future periods to differ materially from
any forward-looking statement or view expressed herein. Our financial
performance and the forward-looking statements contained in this report are
further qualified by other risks including those set forth from time to time in
documents filed by us with the U.S. Securities and Exchange Commission
(“SEC”).
The
following information has not been audited. You should read this
information in conjunction with the unaudited financial statements and related
notes to the financial statements included in this report.
Plan of
Operation
On April
9, 2009, we received approval from the Securities and Exchange Commission of our
Registration Statement on Form S-1. We registered 4,000,000 shares of
our Common Stock at an offering price of $.01 per share in order to raise
$40,000 as our initial capital. The Company then filed an application
with FINRA on Form 211 to be listed for public trading. The Company plans on
becoming a natural resource exploration company with an objective of acquiring,
exploring, and if warranted and feasible, exploiting natural resource
properties.
Results of
Operation
The
Company did not have any operating income from inception (November 19, 2008)
through November 30, 2010. For the period from inception, November 19, 2008
through the quarter ended November 30, 2010, the registrant recognized a net
loss of $146,721. Some general and administrative expenses during the year were
accrued. Expenses for the year were comprised of costs mainly associated with
legal, accounting and office expenses. Expenses for the quarter ended November
30, 2010 were $50,230 as compared to $27,017 for the quarter ended November 30,
2009. This increase in expenses was due to the increased costs of legal,
accounting and consulting services during the quarter.
Liquidity and Capital
Resource
At
November 30, 2010, the Company had no capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending full implementation of the Company’s
business model.
Critical Accounting
Policies
Gunpowder
Gold Corporation’s financial statements and related public financial information
are based on the application of accounting principles generally accepted in the
United States (“GAAP”). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
We are a
smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange
Act of 1934, and are not required to provide the information required under this
item.
4
Item
4.
Controls
and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
management evaluated the effectiveness of our disclosure controls and procedures
as of the end of our fiscal quarter ended November 30, 2010. This
evaluation was conducted by Neil Jason Pestell, our President, Chief Executive
Officer and Principal Accounting Officer.
Disclosure
controls are controls and other procedures that are designed to ensure that
information that we are required to disclose in the reports we file pursuant to
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported.
Limitations
on the Effectiveness of Controls
Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are
met.
Further,
any control system reflects limitations on resources, and the benefits of a
control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain
assumptions about potential future conditions; over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and may not be detected.
Conclusion
Based
upon his evaluation of our controls, our Chief Executive Officer and principal
accounting officer has concluded that, subject to the limitations noted above,
the disclosure controls are not effective in providing reasonable assurance that
material information relating to us is made known to management on a timely
basis during the period when our reports are being prepared. There were no
changes in our internal controls and internal controls over financial reporting
that occurred during the quarter covered by this report that have materially
affected, or are reasonably likely to materially affect our internal
controls.
5
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
None
Item
1A. Risk Factors.
N/A
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds.
None
Item
3. Defaults Upon Senior Securities.
None
Item
4. Removed and Reserved.
Item
5. Other Information.
Following
a meeting of the stockholders and the Board of Directors held by written
consent, the Company amended its Articles of Incorporation on November 5, 2010
to change the name of the company from Spartan Business Services Corporation to
Gunpowder Gold Corporation and to increase the number of the authorized shares
of Common Stock from 70,000,000 shares to 300,000,000 shares and the Company
approved a 10-1 forward stock split.
As a
result of these events, the trading symbol of the company was changed to
GUNP.
Item
6. Exhibits.
(a)
|
Exhibits
|
3.1
|
Articles
of Incorporation of the Company are hereby incorporated herein by
reference to Exhibit 1.1 to the Form 8-A registration statement of
the Company.
|
3.2
|
Amendment
to the Articles of Incorporation of the Company filed on November 5, 2010
with the State of Nevada.
|
31.1
|
Certification
pursuant to Section 302 of Sarbanes Oxley Act
of 2002
|
32.1
|
Certification
pursuant to Section 906 of Sarbanes Oxley Act of
2002
|
6
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.
GUNPOWDER
GOLD CORPORATION
Date:
January 18, 2011
/s/ Neil Jason
Pestell
|
Neil
Jason Pestell
President,
Chief Executive Officer,
Secretary,
Chief Financial Officer,
Director
7