Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Tuffnell Ltd. | Financial_Report.xls |
| EX-32.1 - Tuffnell Ltd. | v230104_ex32-1.htm |
| EX-31.1 - Tuffnell Ltd. | v230104_ex31-1.htm |
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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x
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For the quarterly period ended June 30, 2011
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
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For the transition period from _________ to _________
Commission File Number: 000-53610
Tuffnell Ltd.
(Exact name of registrant as specified in its charter)
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Nevada
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26-2463465
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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81 Oxford Street
London, WID 2EU, United Kingdom
(Address of principal executive offices)
Registrant’s telephone number, including area code: 011-44- 020-7903-5084
(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. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 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 ¨
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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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 241,006,668 shares of common stock at July 28, 2011.
TUFFNELL LTD.
INDEX
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FINANCIAL INFORMATION
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3
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Item 1.
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Financial Statements:
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3
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||
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Balance Sheets as of June 30, 2011 (Unaudited) and September 30, 2010
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3
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|||
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Statements of Operations for the three and nine months ended June 30, 2011 and 2010 and for the period from July 26, 2007 (inception) through June 30, 2011 (Unaudited)
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4
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|||
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Statements of Cash Flows for the nine months ended June 30, 2011 and 2010 and for the period from July 26, 2007 (inception) through June 30, 2011 (Unaudited)
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5
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|||
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Notes to Financial Statements (Unaudited)
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6
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|||
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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9
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|||
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Item 3.
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Quantitative and Qualitative Disclosure About Market Risk
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|||
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Item 4.
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Controls and Procedures
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|||
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OTHER INFORMATION
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13
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Item 1.
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Legal Proceedings
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13
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||
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Risk Factors (not applicable)
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13
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|||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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13
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||
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Item 3.
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Defaults Upon Senior Securities
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13
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Item 4.
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[Removed and Reserved]
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13
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Item 5.
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Other Information
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14
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Item 6.
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Exhibits
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14
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Signatures
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15 |
2
PART I - FINANCIAL INFORMATION
TUFFNELL LTD.
(An Exploration Stage Company)
BALANCE SHEETS
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June 30,
2011 |
September 30,
2010 |
|||||||
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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Current assets:
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||||||||
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Cash
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$
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154,093
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$
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79,150
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||||
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Prepaid deposits
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-
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5,330
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||||||
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Total current assets
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154,093
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84,480
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||||||
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Capital assets:
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||||||||
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Mineral property interests
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69,261
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39,261
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||||||
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Total assets
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$
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223,354
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$
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123,741
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||||
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Current liabilities:
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||||||||
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Accounts payable
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$
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27,574
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$
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29,351
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||||
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Notes payable - Related party
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16,191
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57,576
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||||||
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Total current liabilities
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43,765
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86,927
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||||||
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Total liabilities
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43,765
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86,927
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||||||
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Commitments
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||||||||
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STOCKHOLDERS' EQUITY
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||||||||
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Common stock, $0.001 par value, 300,000,000 shares authorized, 241,006,668 shares at June 30, 2011 and 237,440,000 shares at September 30, 2010 respectively issued and outstanding
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241,007
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237,440
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||||||
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Additional paid-in capital
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982,333
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296,460
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||||||
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Deficit accumulated during the exploration stage
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(1,043,751
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)
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(497,086
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)
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||||
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Total stockholders' equity
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179,589
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36,814
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||||||
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Total liabilities and stockholders' equity
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$
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223,354
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$
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123,741
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||||
The accompanying notes are an integral part of these financial statements.
3
TUFFNELL LTD.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
For the three and nine months ended June 30, 2011 and 2010 and the period from
July 26, 2007 (inception) through June 30, 2011
(Unaudited)
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Three months
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Three months
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Nine months
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Nine months
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Inception through
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June 30, 2011
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June 30, 2010
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June 30, 2011
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June 30, 2010
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June 30, 2011
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||||||||||||||||
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Costs and expenses:
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||||||||||||||||||||
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Mineral exploration
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$
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130,445
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$
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120,784
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$
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262,374
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$
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120,784
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$
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502,987
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||||||||||
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General and administrative
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78,094
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86,733
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284,291
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121,906
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540,764
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|||||||||||||||
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Net loss
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$
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(208,539
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)
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$
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(207,517
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)
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$
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(546,665
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)
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$
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(242,690
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)
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$
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(1,043,751
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)
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|||||
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Net loss per share:
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||||||||||||||||||||
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Basic and diluted
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$
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( 0.00
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)
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$
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( 0.00
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)
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$
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( 0.00
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)
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$
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( 0.00
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)
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||||||||
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Weighted average shares outstanding:
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||||||||||||||||||||
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Basic and diluted
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240,330,844
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235,440,000
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239,639,268
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235,440,000
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||||||||||||||||
The accompanying notes are an integral part of these financial statements.
4
TUFFNELL LTD.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
For the nine months ended June 30, 2011 and 2010 and the period from
July 26, 2007 (inception) through June 30, 2011
(Unaudited)
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Nine months
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Nine months
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Inception through
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||||||||||
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June 30, 2011
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June 30, 2010
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June 30, 2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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||||||||||||
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Net loss
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$
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(546,665
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)
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$
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(242,690
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)
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$
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(1,043,751
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)
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|||
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Adjustment to reconcile net loss to cash used in operating activities:
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||||||||||||
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Net change in:
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||||||||||||
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Prepaid deposits
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5,330
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-
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-
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|||||||||
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Accounts payable
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(1,777
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) |
20,907
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27,574
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||||||||
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CASH FLOWS USED IN OPERATING ACTIVITIES
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(543,112
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)
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(221,783
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)
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(1,016,177
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)
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||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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||||||||||||
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Purchase of mineral property interests
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(30,000
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)
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(39,261
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) |
(69,261
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)
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||||||
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CASH FLOWS USED IN INVESTING ACTIVITIES
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(30,000
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)
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(39,261
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) |
(69,261
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)
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||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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||||||||||||
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Cash received from the sale of common stock
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650,000
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500,000
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1,183,900
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|||||||||
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Net proceeds from (payments on) Notes Payable Related Party
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(1,945
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) |
22,343
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55,631
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||||||||
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CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
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648,055
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522,343
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1,239,531
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|||||||||
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NET CHANGE IN CASH
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74,943
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261,299
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154,093
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|||||||||
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Cash, beginning of period
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79,150
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444
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-
|
|||||||||
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Cash, end of period
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$
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154,093
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$
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261,743
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$
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154,093
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||||||
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SUPPLEMENTAL CASH FLOW INFORMATION
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||||||||||||
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Cash paid on interest expenses
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$
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-
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$
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-
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$
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-
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||||||
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Cash paid for income taxes
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$
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-
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$
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-
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$
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-
|
||||||
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NON CASH TRANSACTION
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||||||||||||
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Forgiveness of shareholder advances
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$
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39,440
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$
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-
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$
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39,440
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||||||
The accompanying notes are an integral part of these financial statements.
5
TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2011
(UNAUDITED)
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Note 1
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Basis of Presentation
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The accompanying unaudited interim financial statements of Tuffnell Ltd. ("Tuffnell" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2010, as reported in the Form 10-K annual report of the Company, have been omitted. Certain prior period amounts have been reclassified to conform to current period presentation.
General
The Company is in the exploration stage, and is in the process of exploring and evaluating its mineral properties and determining whether they contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production or proceeds from the disposition of all or part of its mineral properties.
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Note 2
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Going Concern
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These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2011, the Company had not yet achieved profitable operations, has accumulated losses of $1,043,751 since its inception, has working capital of $110,328, and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.
6
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Note 3
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Related Party Transactions
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The related party notes payable is due to a director of the Company for funds advanced. The loan is unsecured, non-interest bearing and has no specific terms for repayment.
On January 19, 2011 Kyle Beddome, a former company director and shareholder, agreed to forgive all debts owing to him by the Company of $39,440 for nominal consideration.
The Company was charged the following by directors of the Company:
|
Nine months
ended June 30, 2011 |
Nine months
ended June 30, 2010 |
|||||||
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Management fees
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$ | 45,000 | $ | 16,000 | ||||
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Note 4
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Equity Transactions
|
In the first quarter of fiscal 2011, the Company closed a private placement of 1,000,000 units at $.15 per unit for a total offering price of $150,000. The units were offered by the Company in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.25 per share and expire on November 5, 2012. The private placement was fully subscribed to by a non-U.S. corporation and the shares were issued on January 14, 2011. The relative fair valve of the share purchase warrant was $43,190.
On February 9, 2011, the Company closed a private placement of 1,066,668 common shares at $.1875 per share for a total offering price of $200,000. The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement was fully subscribed to by a non-U.S. corporation.
On March 18, 2011, the Company filed a certificate of change with the Secretary of State of the State of Nevada which increased the authorized number of shares of common stock from 75,000,000 shares to 300,000,000 shares, $.001 par value
Following a Directors’ resolution by written consent, the Company’s Board of Directors approved a 4 for 1 common stock split effected in the form of a dividend of the Company’s issued and outstanding common stock, effective March 24, 2011. The Company had 59,876,667 common shares issued and outstanding prior to the stock-split and 239,506,668 common shares issued and outstanding following the stock-split. The stock-split is presented retroactively within these Financial Statements.
On April 8, 2011, the Company closed a private placement of 1,500,000 units at $.20 per unit for a total offering price of $300,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.25 per share and expire on April 15, 2013. The private placement was fully subscribed to by a non-U.S. corporation. These shares were issued on May 11, 2011. The relative fair value of the warrants was $100,349.
7
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Note 5
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Commitments
|
On March 12, 2010 the Company agreed to the terms of an option agreement for the acquisition of the Little Butte mining property in the State of Nevada by making a cash payment to MinQuest, Inc. of $39,261 (US) upon signing the Agreement, $10,000 is due on or before February 25, 2011 (paid), $20,000 (US) on or before March 12, 2011 (paid), $20,000 on or before the February 25, 2012, $30,000 on or before March 12, 2012, $30,000 on or before February 25, 2013, $40,000 on or before March 12, 2013, $40,000 on or before February 25, 2014, $50,000 on or before March 12, 2014, $175,000 on or before February 25, 2015, $60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016 and $60,000 on or before March 12, 2017.
The Company shall also be responsible for making all necessary property payments and taxes to keep the Property in good standing. The cash payments above include payments to Jack Walker ($10,000 paid) pursuant to a property option agreement which has been assigned by MinQuest to the Company as set out in the Agreement.
The Company shall complete the following exploration expenditures on the Property as follows: (i) $250,000 on or before the first anniversary of the signing of the Agreement (ii) $250,000 on or before the second anniversary of the signing of the Agreement; (iii) $300,000 on or before the third anniversary of the signing of the Agreement; (iv) $300,000 on or before the fourth anniversary of the signing of the Agreement; (v) $300,000 on or before the fifth anniversary of the signing of the Agreement; (vi) $300,000 on or before the sixth anniversary of the signing of the Agreement; and (vii) $300,000 on or before the seventh anniversary of the signing of the Agreement. The Company believes it is in compliance with all aspects of the agreement as of June 30, 2011.
In April 2010, the Company entered into a 6 month Investor Relations agreement which provides that the agreement may be renewed on the same terms and conditions. The agreement was renewed in October 1, 2010 for a further 6 month term and expires on April 1, 2011 unless renewed again. The agreement provides for payment of $4,500 per month for investor relations services. The agreement further provides that it may be terminated at any time by mutual written agreement of the parties, upon dissolution, bankruptcy or insolvency off either party, by either party giving written notice to the other party that the party is in default and such default in not cured within fifteen days of such written default. The agreement may also be terminated by the company for cause after providing written notice as it relates to any breach of duty of the contractor or breach of obligations under the agreement. The agreement was not renewed in April, 2011, but the parties are currently operating on a month to month basis.
Item 2. Management’s Discussion and Analysis and Results 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”).
8
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 Operations
Overview
We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold.
We do not anticipate going into production ourselves but instead anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies such as the Company. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. By optioning or selling a deposit found by us to these major mining companies, it would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the Company to continue operations.
The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have contain commercially exploitable reserves. Exploration for natural resource reserves is a speculative venture involving substantial risks. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.
Natural resource exploration and development requires significant capital and our assets and resources are very limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties. To date, we have one property under option and own another property.
Mineral Exploration Property - Little Butte
On March 12, 2010, the Company entered into an Option Agreement (the "Agreement") with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest granted the Company the sole and exclusive right and option to acquire an undivided 100% right, title and interest in and to the Little Butte property subject only to a royalty, being located in LaPaz County, Arizona (the "Property").
Under the terms of the Agreement, MinQuest has granted the Company the sole and exclusive option to acquire a 100% undivided interest in and to the Property by making a cash payment to MinQuest of $39,261 (US) upon signing the Agreement, $10,000 due on or before February 25, 2011 (paid), $20,000 (US) on or before March 12, 2011 (paid), $20,000 on or before the February 25, 2012, $30,000 on or before March 12, 2012, $30,000 on or before February 25, 2013, $40,000 on or before March 12, 2013, $40,000 on or before February 25, 2014, $50,000 on or before March 12, 2014, $175,000 on or before February 25, 2015, $60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016, and $60,000 on or before March 12, 2017.
9
The Company shall also be responsible for making all necessary property payments and taxes to keep the Property in good standing. The cash payments above include payments to Jack Walker pursuant to a property option agreement which has been assigned by MinQuest to the Company as set out in the Agreement.
As it relates to the above payments, Jack Walker received $5,000 upon signing the Agreement, shall receive $10,000 on or before February 25, 2011, $20,000 on or before the February 25, 2012, $30,000 on or before February 25 2013, $40,000 on or before February 25, 2014 and $175,000 on or before February 25, 2015.
The Company shall complete the following exploration expenditures on the Property as follows: (i) $250,000 on or before the first anniversary of the signing of the Agreement (ii) $250,000 on or before the second anniversary of the signing of the Agreement; (iii) $300,000 on or before the third anniversary of the signing of the Agreement; (iv) $300,000 on or before the fourth anniversary of the signing of the Agreement (v)$300,000 on or before the fifth anniversary of the signing of the Agreement; (vi) $300,000 on or before the sixth anniversary of the signing of the Agreement; and (vii) $300,000 on or before the seventh anniversary of the signing of the Agreement .
If and when the option has been exercised, a 100% right, title and interest in and to the property shall vest in the Company free and clear of all charges except for the royalty. The Company may terminate the Agreement at any time by giving 30 days notice of such termination of the Agreement.
If the Company is in default of the Agreement, MinQuest may terminate the Agreement but only if:
(a) MinQuest has first given the Company notice of the default containing particulars of the obligations which the Company has not performed, and (b) the Company has not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance
On April 27, 2010, MinQuest and the Company entered into an Option Amendment Agreement wherein the date of first payment was extended from March 12, 2010, as set out in the option agreement dated March 12, 2010 above, to April 30, 2010. On April 29, 2010, the Company made the first payment of $39,261 to MinQuest in accordance with the Agreement. In February and March 2011, $30,000 was paid.
Results of Operations for the Three Months Ended June 30, 2011 and 2010
We have not earned any revenues since our incorporation on July 26, 2007, through June 30, 2011. We do not anticipate producing revenues unless we enter into commercial production on the Little Butte mining claim, which is doubtful. We can provide no assurance that we will discover economic mineralization on the Little Butte claim, or if such minerals are discovered, that we will enter into commercial production.
Mineral Exploration. During the three months ended June 30, 2011, the Company incurred $130,445 in mineral exploration costs compared to $120,784 during the three month period June 30, 2010, an increase of approximately 7.9%. These mineral exploration costs were comprised of mining exploration testing and evaluation of its claims.
General and Administrative Expenses. During the three month period ended June 30, 2011, the Company incurred $78,094 of general and administrative expenses compared to $86,733 during the three month period ended June 30, 2010, a decrease of approximately 9.5%. The general and administrative costs were comprised of accounting fees, legal fees, filing of SEC reports, and other administrative expenses.
Net Loss. The Company incurred a net loss of $208,539 during the three month period ended June 30, 2011, compared to a net loss of $207,517 during the 3 month period ended June 30, 2010, approximately a 0.5% increase in net loss.
10
Comparison of Nine Months Ended June 30, 2011 and 2010
During the nine months ended June 30, 2011, the Company incurred general and administrative expenses of $284,291 compared to $121,906 during the nine month period ended June 30, 2010, an increase of approximately 133%. The Company realized an increase in general and administrative expenses as a result of an increase in legal fees, accounting fees, and consulting services.
Mineral Exploration. During the nine months ended June 30, 2011, the Company incurred $262,374 in mineral exploration costs compared to $120,784 during the nine months ended June 30, 2010, an increase of 117%.
During the nine months ended June 30, 2011, the Company realized a net loss of $546,665 compared to a net loss of $242,690 during the nine month period ended June 30, 2010, an increase of 125%. The increase in net loss was attributable primarily to the increases in its general administrative expenses, consulting fees, and other costs.
Liquidity and Capital Resources
Since inception, we have financed our cash requirements from cash generated from the sale of common stock and advances from related parties.
Since inception through to and including June 30, 2011, we have raised $1,183,900 through private placements of our common stock and received $55,631 in cash advances from shareholders.
On April 26, 2010, the Company closed a private placement of 2,000,000 units at $0.25 per unit for a total offering price of $500,000. The units were offered by the Company pursuant to an exemption from registration under Regulation S under the Securities Act of 1933, as amended. Each unit consists of one common share of the common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.375 per share commencing April 26, 2010, and expire on April 26, 2012. The private placement was fully subscribed to by a non-U.S. corporation.
In the first quarter of fiscal 2011, the Company closed a private placement of 1,000,000 units at $0.15 per unit for a total offering price of $150,000. The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.25 per share and expire on November 5, 2012. The private placement was fully subscribed to by a non-U.S. corporation and the shares were issued on January 14, 2011.
On February 9, 2011, the Company closed a private placement of 1,066,668 common shares at $.1875 per share for a total offering price of $200,000. The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement was fully subscribed to by a non-U.S. corporation.
On April 8, 2011, the Company closed a private placement of 1,500,000 units at $.20 per unit for a total offering price of $300,000. The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.25 per share and expire on April 15, 2013. The private placement was fully subscribed to by a non-U.S. corporation and the shares were issued on May 11, 2011.
There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue the plan of operations, then we will not be able to continue our exploration of our mineral claims and our venture will fail.
Off-Balance Sheet Arrangements
We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.
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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.
Item 4. Controls and Procedures
Management’s Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; and
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company ’ s assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Our management evaluated the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting as of the end of June 30, 2011. This evaluation was conducted by George Dory, our Chief Executive Officer, President, and principal financial and 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
This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this quarterly report.
Conclusion
Based upon his evaluation of our controls, our Chief Executive Officer and principal financial and accounting officer has concluded that, subject to the limitations noted above, the disclosure controls and financial reporting controls are effective 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 period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.
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PART II
OTHER INFORMATION
ITEM 1A. RISK FACTORS
N/A
On April 8, 2011, the Company closed a private placement of 1,500,000 units at $.20 per unit for a total offering price of $300,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $.25 per share and expire on April 15, 2013. The private placement was fully subscribed to by a non-U.S. corporation.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
On March 18, 2011, the Company filed a Certificate of Change with the Secretary of State of the State of Nevada to change the total number of authorized shares of the common stock of the Company from 75,000,000 shares to 300,000,000 shares.
Thereafter, the Company authorized a stock dividend with a record date of March 24, 2011, which increased the authorized number of issued and outstanding shares of common stock from 59,876,667 shares to 239,506,668 shares.
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3.
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Certificate of Change filed with the Secretary of State of the State of Nevada regarding its Articles of Incorporation is incorporated herein by reference to Exhibit 1.1 to the Form 8-K current report of the Company filed on March 25, 2011.
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10.1
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Warrant Agreement covering 1,500,000 shares of the common stock of the Companyexercisable at $.25 per share incorporated by reference to Exhibit 10.1 to the Form 8-K current report of the Company filed on April 11, 2011.
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31.1
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Certification of George Dory - Director, Chief Executive Office, President, Treasurer,chief financial officer and principal accounting officer of the Company
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32.1
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Certification of George Dory - Director, Chief Executive Office, President, Treasurer,chief financial officer and principal accounting officer of the Company
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
July 28, 2011
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TUFFNELL LTD.
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By:
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/s/ George Dory | |
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George Dory
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Director, Chief Executive Office, President,
Treasurer, Chief Financial Officer and
principal accounting officer
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Exhibit
No. |
Description
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31.1
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Certification of George Dory
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32.1
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Certification of George Dory
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