Attached files
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| EX-32.1 - GOLDFIELDS INTERNATIONAL INC | form10q043011ex32-1.htm |
| EX-31.1 - GOLDFIELDS INTERNATIONAL INC | form10q043011ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended April 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 000-49996
(Exact name of registrant as specified in its charter)
3481 E Sunset Road
Las Vegas, Nevada, USA 89120
(Address of principal executive offices) (Zip Code)
(800) 315-6551
(Registrant's telephone number, including area code)
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. [X] 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 21,346,932 shares of common stock, $0.001 par value, issued and outstanding as of June 13, 2011.
1
TABLE OF CONTENTS
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Page
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PART I - Financial Information
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3 |
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Item 1. Financial Statements
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3 |
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Balance Sheets April 30, 2011, and January 31, 2011
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3 |
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Statements of Loss for the three month periods ended April 30, 2011 and 2010, and for the period from inception on December 21, 2001 to April 30, 2011.
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4 |
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Statements of Cash Flows for the three month period ended April 30, 2011 and 2010, and for the period from inception on December 21, 2001 to April 30, 2011.
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5 |
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Notes to the Financial Statements
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6 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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9 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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10 |
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Item 4. Controls and Procedures
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10 |
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PART II – Other Information
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11 |
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Item 1. Legal Proceedings
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11 |
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Item 1A. Risk Factors
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11 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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11 |
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Item 3. Defaults Upon Senior Securities
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11 |
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Item 4. Submission of Matters to a Vote of Security Holders
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11 |
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Item 5. Other Information
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11 |
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Item 6. Exhibits
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11 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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American Goldfields Inc.
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(An Exploration Stage Company)
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Consolidated Balance Sheets
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(Unaudited)
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April 30,
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January 31,
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|||||||
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2011
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2011
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Assets
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CURRENT ASSETS
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Cash and cash equivalents
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$ | 14,071 | $ | 16,669 | ||||
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Prepaid expenses
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- | - | ||||||
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Total current assets
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14,071 | 16,669 | ||||||
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Reclamation deposits
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41,800 | 41,800 | ||||||
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Total Assets
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$ | 55,871 | $ | 58,469 | ||||
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Liabilities
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CURRENT LIABILITIES
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Accounts payable and accrued liabilities
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$ | 15,595 | $ | 35,170 | ||||
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Notes Payable
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20,000 | |||||||
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Total current liabilities
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35,595 | 35,170 | ||||||
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Stockholders' Equity
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SHARE CAPITAL
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Authorized:
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600,000,000 common
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shares with a par value of $0.001 per share
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100,000,000 preferred shares with a par value of $0.001
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per share
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Issued:
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21,346,932 (January 31, 2011 – 21,346,932) common
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issued and outstanding at April 30, 2011
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21,347 | 21,347 | ||||||
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Additional paid-in capital
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4,007,517 | 4,007,517 | ||||||
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DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE
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(4,008,588 | ) | (4,005,565 | ) | ||||
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Total stockholders' equity
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20,276 | 23,299 | ||||||
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Total Liabilities and Stockholders' Equity
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$ | 55,871 | $ | 58,469 | ||||
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The accompanying notes are an integral part of these financial statements
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3
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American Goldfields Inc.
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(An Exploration Stage Company)
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Consolidated Statements of Operations
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(Unaudited)
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Inception
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For the Three Months Ended
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December 21,
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April 30, 2011
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2001 to
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2011
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2010
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April 30,2011
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Expenses
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Mineral claim payments and
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exploration expenditures
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$ | - | $ | - | $ | 2,780,525 | ||||||
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Office, rent and sundry
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1,460 | 3,363 | 569,822 | |||||||||
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Professional fees
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1,563 | - | 259,055 | |||||||||
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Transfer agent fees
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- | 50 | 6,445 | |||||||||
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Amortization
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- | - | 18,000 | |||||||||
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Directors’ fees
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- | 500 | 39,154 | |||||||||
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Interest expense
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- | - | 1,070 | |||||||||
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Consulting fees
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- | - | 583,027 | |||||||||
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Total expenses
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(3,023 | ) | (3,913 | ) | (4,257,098 | ) | ||||||
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Gain on disposal of mineral properties
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- | - | 236,745 | |||||||||
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Interest income
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- | - | 11,765 | |||||||||
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Net loss for the period
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$ | (3,023 | ) | $ | (3,913 | ) | $ | (4,008,588 | ) | |||
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Basic and diluted loss per share
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of common stock
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average shares outstanding
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– basic and diluted
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21,346,932 | 21,311,706 | ||||||||||
4
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American Goldfields Inc.
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(An Exploration Stage Company)
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Consolidated Statements of Cash Flows
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(Unaudited)
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Inception
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For the Three Months Ended
April 30, 2011
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December 21, 2001 to
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2011
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2010
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April 30, 2011
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Cash provided by (used in):
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Cash flows used in operating activities
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Net loss for the period
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$ | (3,023 | ) | $ | (3,913 | ) | $ | (4,008,588 | ) | |||
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Adjustments to reconcile net loss to net
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Cash flows used in operating activities:
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Stock-based compensation
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- | - | 1,729,000 | |||||||||
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Amortization
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- | - | 18,000 | |||||||||
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Changes in assets and liabilities
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Prepaid expenses
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- | - | ||||||||||
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Accounts payable and accrued liabilities
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(19,575 | ) | (9,048 | ) | 20,138 | |||||||
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Net cash used in operating activities
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(22,598 | ) | (12,961 | ) | (2,241,450 | ) | ||||||
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Cash flows from (used in)financing activities
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Proceeds from loan
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20,000 | - | 80,000 | |||||||||
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Repayment of loan principal
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- | - | (60,000 | ) | ||||||||
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Cancellation of common stock
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- | - | (60,000 | ) | ||||||||
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Proceeds from the issue of common stock
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- | - | 1,304,571 | |||||||||
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Proceeds from the exercise of stock options
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- | - | 774,000 | |||||||||
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Proceeds from the exercise of warrants
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- | 40,000 | 258,750 | |||||||||
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Net cash from financing activities
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20,000 | 40,000 | 2,297,321 | |||||||||
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Cash flows used in investing activities
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Reclamation deposit
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- | - | (41,800 | ) | ||||||||
| - | - | (41,800 | ) | |||||||||
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Increase (decrease) in cash
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(2,598 | ) | (27,039 | ) | 14,071 | |||||||
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Cash, beginning of period
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16,669 | 811 | - | |||||||||
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Cash, end of period
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$ | 14,071 | $ | 27,850 | $ | 14,071 | ||||||
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SCHEDULE OF NON-CASH ACTIVITIES
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Settlement of accounts payable by contribution
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from a shareholder
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$ | - | $ | - | $ | 4,543 | ||||||
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Web-site development costs related to non –
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Employee stock-based compensation
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$ | - | $ | - | $ | 18,000 | ||||||
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The accompanying notes are an integral part of these financial statements
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5
American Goldfields Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
April 30, 2011 and 2010
1. Basis of Presentation and Going Concern Considerations
The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of American Goldfields Inc. (the “Company”) and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended January 31, 2011. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended January 31, 2011 has been omitted. The results of operations for the three month period ended April 30, 2011 are not necessarily indicative of results for the entire year ending January 31, 2012.
Organization
The Company was incorporated in the State of Nevada, U.S.A., on December 21, 2001. On February 24, 2004, the Company and a majority of the Company’s stockholders authorized the changing of the Company’s name to American Goldfields Inc. The name change became effective March 31, 2004.
On March 10, 2010 we caused the incorporation of our wholly owned subsidiary, Goldmin Exploration Inc., (“Goldmin”) under the laws of Nevada. On March 11, 2010 the Company entered into two Assignment Agreements to assign the exclusive option to an undivided right, title and interest in the Gilman property; and the Crescent Fault, Bankop, and Bullion Mountain, collectively named the Cortez property to Goldmin. Pursuant to the Assignment Agreements, Goldmin assumed the rights, and agreed to perform all of the duties and obligations, of the Company arising under the Gilman Property Option Agreement; and the Cortez Property Option Agreement. Goldmin Explorations Inc.’s only assets are the aforementioned agreements and it does not have any liabilities.
On December 09, 2010, the Company and its’ subsidiary chose to terminate the Gilman Property Option Agreement and the Cortez Property Option Agreement by giving MinQuest written notice to terminate. In addition, the Company and its’ subsidiary acknowledged that the Hercules Property has been reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures. The Company and its’ subsidiary do not have any further rights, interests, or obligations in these properties.
Consolidation
The accompanying consolidated financial statements include the amounts of the company and its wholly owned subsidiary Goldmin Explorations, Inc. Intercompany transactions and balances have been eliminated in consolidation.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $4,008,588 for the period from December 21, 2001 (inception) to April 30, 2011, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management is seeking additional capital through an equity financing. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
6
American Goldfields Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
April 30, 2011 and 2010
2. Notes Payable
On April 8, 2011, the Company entered into a $20,000 loan agreement with an unrelated party. The loan bears interest at the United States Prime Rate plus 1%. The Company may repay the entire loan including the outstanding interest at anytime by advising the lender of such intent to repay 15 days prior to the anticipated date of repayment.
3. Stock Options
Effective February 1, 2006, the Company adopted the provisions of SFAS No. 123(R) “Share Based Payment” (SFAS No. 123(R)). SFAS No. 123(R) requires employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date based on the fair value of the award. No stock options were granted to employees during the three month periods ended April 30, 2011 or 2010. Therefore no compensation expense is required to be recognized under provisions of SFAS No. 123(R).
Prior to February 1, 2006, the Company accounted for awards granted to employees under its equity incentive plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations, and provided the required pro forma disclosures prescribed by SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended. No stock options were granted to employees during the year ended January 31, 2006 and accordingly, no compensation expense was recognized under APB No. 25 and no compensation expense was required to be recognized under provisions of SFAS No. 123(R) with respect to employees.
Under the modified prospective method of adoption for SFAS No. 123(R), the compensation cost recognized by the Company beginning on February 1, 2006 includes (a) compensation cost for all equity incentive awards granted prior to, but not yet vested as of February 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all equity incentive awards granted subsequent to February 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). The Company uses the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock units, deferred tax assets for options and restricted stock units with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award. To calculate the excess tax benefits available for use in offsetting future tax shortfalls as of the date of implementation, the Company followed the alternative transition method discussed in FASB Staff Position No. 123(R)-3.
In March 2004, the Board of Directors adopted the American Goldfields Inc.’s 2004 Stock Option Plan (the 2004 Plan) reserving 5,000,000 common shares for grant to employees, directors and consultants. Because additional stock options are expected to be granted in future periods, the stock-based compensation expenses recorded in previous periods are not representative of the effects on reported financial results for future periods. The Company did not grant any stock options under the 2004 plan during the three month periods ended April 30, 2011 or 2010.
Activity under the 2004 Plan is summarized as follows:
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Weighted
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Average
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Options
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Exercise
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Outstanding
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Price
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Balance, January 31, 2011
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750,000 | $ | 1.07 | |||||
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Options granted
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- | - | ||||||
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Options exercised
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- | - | ||||||
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Options Cancelled
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(700,000 | ) | ||||||
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Balance, April 30, 2011
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50,000 | $ | 0.06 | |||||
7
American Goldfields Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)
April 30, 2011 and 2010
The following table summarizes information concerning outstanding and exercisable common stock options under the 2004 Plan at April 30, 2011:
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Weighted
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||||||||||
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Average
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Remaining
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Weighted
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Number of
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Weighted
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|||||||
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Range of
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Number of
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Contractual
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Average
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Options
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Average
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Exercise
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Options
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Life
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Exercise
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Currently
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Exercise
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Prices
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Outstanding
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in Years)
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Price
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Exercisable
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Price
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$0.06
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50,000
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2.92
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$ 0.06
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50,000
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$ 0.06
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50,000
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2.92
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$ 0.06
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50,000
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$ 0.06
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The aggregate intrinsic value of stock options outstanding, as well as those exercisable, at April 30, 2011 is $2,000. All stock options currently outstanding are exercisable so there is no unrecognized compensation expense at April 30, 2011. No stock options were exercised during the three months ended April 30, 2011.
4. Warrants
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Warrants Outstanding
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Balance, January 31, 2011
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1,469,246 | |||
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Warrants granted
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- | |||
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Warrants exercised
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- | |||
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Balance, April 30, 2011
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1,469,246 | |||
The following table lists the common share warrants outstanding at April 30, 2011. Each warrant is exchangeable for one common share.
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Quantity
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Exercise
Price
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Exercise
Period
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403,600
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$ 1.50
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November 4, 2005 to November 4, 2012
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403,600
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$ 2.00
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May 4, 2006 to May 4, 2013
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403,600
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$ 2.50
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November 4, 2006 to November 4, 2013
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258,446
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$ 0.74
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February 6, 2008 to February 6, 2013
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1,469,246
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5. Related Party Transactions
Related Transactions Involving Richard Kern
Mr. Richard Kern has served as a Director from May 26, 2004 to November 30, 2010 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary from September 12, 2008 to November 30, 2010. Accordingly on November 30, 2010 Mr. Kern resigned as President, Chief Executive and Operating Officer, Treasurer, Secretary and Director of the Company. Mr. Kern is also the president of MinQuest. All of the Company’s mineral properties had been optioned from MinQuest. As a result, MinQuest and Mr. Kern were related parties to the Company and both MinQuest and Mr. Kern receive substantial payments from the Company. In addition, the Company had agreed to use Mr. Kern as the primary contractor on exploration undertaken to date on all of its properties. . On December 09, 2010, the Company and its’ subsidiary chose to terminate the Gilman and Cortez Property option agreements with MinQuest. Furthermore, the Company acknowledged that the Hercules Property has reverted back to MinQuest according to a final 30 day notice of default served by MinQuest due to a shortfall in option payments and exploration expenditures. The Company and its’ subsidiary do not maintain any further rights, interests, or obligations in these properties.
8
Item 2. Management’s Discussion and Analysis or Plan of Operations.
The following discussion should be read in conjunction with the financial statements of American Goldfields Inc. (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company, and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act (the "Reform Act"). Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements, as defined under the Reform Act. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the January 31, 2011 Form 10-K filed by the Company with the Securities and Exchange Commission.
All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Plan of Operation
The Company was incorporated in the State of Nevada, U.S.A., on December 21, 2001. The Company has been in the exploration stage since its formation and has not yet realized any revenues from 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 extraction and enter a development stage.
Mr. Richard Kehmeier has been serving as a Director since August 1, 2009 and as our President, Chief Executive and Operating Officer, Treasurer, and Secretary since November 30, 2010. Mr. Richard Kern was a Director from May 26, 2004 to November 30, 2010 and from September 12, 2008 to November 30, 2010, our President, Chief Executive Operating Officer, Treasurer, and Secretary. Accordingly on November 30, 2010, Mr. Kern resigned as President, Chief Executive Officer, Secretary, Treasurer, and Director of the Company. We had no other officers during the fiscal year ended January 31, 2011.
Results of Operations
We did not earn any revenues during the three months ended April 30, 2011 or 2010. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.
During the Three Months ended April 30, 2011, we had a net loss of $3,023 compared to a net loss of $3,913 for the comparative period in 2010. Our year to date loss for 2011 has decreased from 2010 largely due to lower general and administrative costs. As a result of limited resources available to the Company, the Company did not have any active exploration programs for the three months ended April 30, 2011.
Liquidity and Capital Resources
We had cash of $14,071 as of April 30, 2011. We anticipate that we will incur the following through to the end of our fiscal year January 31, 2012:
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·
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$43,000 for operating expenses, including working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.
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Net cash used in operating activities during the three months ended April 30, 2011 was $22,598 compared to $12,961 during the three months ended April 30, 2010. The increase in cash used in operating activities was largely the result of the paying down of accounts payable that resulted in a cash outflow of $19,575 in 2011 while for the same period in 2010 there was an outflow of $9,048.
For the three months ended April 30, 2011, there was $20,000 cash received from financing and investing activities compared to $40,000 in 2010.
Going Concern Consideration
As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $4,008,588 for the period from December 21, 2001 (inception) to April 30, 2011, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
9
There is substantial doubt about our ability to continue as a going concern. Accordingly, our independent auditors included an explanatory paragraph in their report on the January 31, 2011 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet debt nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that may have a material current or future effect on financial conditions, changes in financial conditions, result of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Smaller reporting companies are not required to provide the information required by this Item 3.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our principal executive officer and principal financial officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report and have concluded that our disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our principal executive officer and principal financial officer.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company is a party or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
Item 1A. Risk Factors.
Smaller reporting companies are not required to provide the information required by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a vote of Security Holders.
None.
Item 5. Other information.
The disclosure provided pursuant to Part II Item 2 above is incorporated herein by reference.
Item 6. Exhibits.
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Exhibit No.
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Description
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Where Found
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31.1
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Rule 13a-14(a)/15d14(a) Certifications
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Attached Hereto
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32.1
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Section 1350 Certifications
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Attached Hereto
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11
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange act of 1934, as amended, the Registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
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Date: June 14, 2011
AMERICAN GOLDFIELDS INC.
By: /s/ Richard Kehmeier
Richard Kehmeier
President, Chief Executive
Officer, Secretary and Treasurer
(Principal Executive, Financial, and Accounting Officer)
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