UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended October 31, 2011
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period to __________
	Commission File Number: 333-153881

 

Source Gold Corp.

(Exact name of registrant issuer as specified in its charter)

 

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

2 Toronto Street, Suite 234 Toronto, Ontario, Canada M5C 2B5

(Address of principal executive offices)

(289) 208-6664

(Issuer’s telephone number)

________________________

(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 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 [X ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer Accelerated filer	[  ]  Non-accelerated filer
[ ] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock 50,006,765, as of the latest practicable date: October 10, 2011.

 

 

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4:	Controls and Procedures	14
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	15
Item 1A:	Risk Factors	16
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3:	Defaults Upon Senior Securities	16
Item 4:	(Removed & Reserved)	16
Item 5:	Other Information	16
Item 6:	Exhibits	16

PART I - FINANCIAL INFORMATION

 

Item 1.      Financial Statements

 

Our unaudited interim consolidated financial statements included in this Form 10-Q are as follows:

 

F-1	Consolidated Balance Sheets as of October 31, 2011 and July 31, 2011
F-2	Consolidated Statements of Operations for the three months ended October 31, 2011 and 2010 and period from Inception (June 4, 2008) to October 31, 2011
F-3	Consolidated Statements of Cash Flows for the three months ended October 31, 2011 and 2010 and period from Inception (June 4, 2008) to October 31, 2011
F-4	Consolidated Statement of Stockholders’ Deficit for period from Inception (June 4, 2008) to October 31, 2011
F-6	Notes to Unaudited Consolidated Financial Statements

 

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended October 31, 2011 are not necessarily indicative of the results that can be expected for the full year.

 SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Balance Sheets

 

		October 31				July 31
ASSETS		2011				2011
		(Unaudited)				(Audited)
Current
Cash		$	27,444			$	47,106
Due from related party			994				—
Prepaid expenses			480				480
Total current assets			28,918				47,586
Total assets		$	28,918			$	47,586
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current
Accounts payable and accrued liabilities		$	120,774			$	129,748
Total current liabilities			120,774				129,748
Total liabilities			120,774				129,748
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.001 par value 20,000,000 shares authorized, none outstanding			—				—
Common stock, $0.001 par value – Note 5180,000,000 shares authorized 50,006,765 (July 31, 2011 -  49,846,765) shares issued and outstanding			50,006				49,846
Additional paid in capital			13,827,369				13,787,529
Accumulated other comprehensive loss			(628	)			(7,455	)
Deficit accumulated during the exploration stage			(13,968,603	)			(13,912,082	)
Total stockholders’ deficit			(91,856	)			(82,162	)
Total liabilities and stockholders’ deficit		$	28,918			$	47,586

 

The accompanying notes are an integral part of these financial statements.

SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Statements of Operations and Comprehensive loss

(Unaudited)

 

										From Inception (June 4, 2008)
		Three Months Ended								to
		October 31								October 31,
		2011				2010				2011
							(Restated)
Expenses
Accounting and audit fees		$	15,127			$	21,377			$	149,760
Foreign exchange loss			5,622				—				8,902
Legal fees			8,979				21,854				212,680
Management fees – Note 4			18,000				2,755,000				11,107,569
Mineral property option impairment			—				—				2,203,611
Mineral property exploration costs			—				73,613				152,629
Office expenses			8,793				7,659				85,605
Tax penalties and interest			—				—				47,847
Net loss			(56,521	)			(2,879,503	)			(13,968,603	)
Other comprehensive loss
Unrealized foreign exchange			6,827				(495	)			(628	)
Comprehensive loss		$	(49,684	)		$	(2,879,998	)		$	(13,969,231	)
Basic loss per share		$	(0.00	)		$	(0.06	)
Weighted average number of shares outstanding			49,940,678				44,836,640

 

The accompanying notes are an integral part of these financial statements.

 

SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

 

									From Inception (June 4, 2008)
	Three Months Ended								to
	October 31								October 31
	2011				2010				2011
						(Restated)
Cash flows used in operating activities
Net loss	$	(56,521	)		$	(2,879,503	)		$	(13,968,603	)
Adjustments to reconcile net loss to net cash used by     activities
Mineral property option costs		—				—				1,842
Impairment loss on mineral property option		—				—				2,199,894
Management fees from stock options		—				2,740,000				10,960,000
Changes in operating assets and liabilities
Prepaid expenses		—				24,792				(480	)
Due from related parties		(994	)			—				(994	)
Accounts payable and accrued liabilities		(8,974	)			54,058				120,774
Net cash used in operating activities		(66,489	)			(60,653	)			(687,567	)
Cash flows from investing activities
Mineral property option acquisition		—				—				(199,894	)
Cash flows from financing activities
Proceeds from sale of common stock, net cash commission		40,000				70,000				917,375
Promissory note paid		—				—				(1,842	)
Due to related party		—				(20,000	)			—
Net cash used in financing activities		40,000				50,000				915,533
Effect of foreign exchange on cash		6,827				(495	)			(628	)
Increase (decrease) in cash during the period		(19,662	)			(11,148	)			27,444
Cash, beginning of the period		47,106				52,147				—
Cash, end of the period	$	27,444			$	40,999			$	27,444
Supplementary disclosure for non-cash investing and financing activities
Shares issued for mineral property	$	—			$	—			$	2,000,000

 

The accompanying notes are an integral part of these financial statements.

 

 

SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Statement of Stockholders’ Equity (Deficit)

(Unaudited)

 

																		Deficit
														Accumulated				Accumulated
										Additional				Other				During the
		Common Shares								Paid In				Comprehensive				Exploration
		Number				Par				Capital				Loss				Stage				Total
Balance at inception (June 4, 2008)			—			$	—			$	—			$	—			$	—			$	—
Common stock issued for cash:			24,000,000				24,000				24,000				—				—				48,000
			20,400,000				20,400				51,000				—				—				71,400
Less: commission			—				—				(7,025	)			—				—				(7,025	)
Net loss			—				—				—				—				(9,089	)			(9,089	)
Balance July 31, 2008			44,400,000				44,400				67,975				—				(9,089	)			103,286
Net loss			—				—				—				—				(102,804	)			(102,804	)
Balance July 31, 2009			44,400,000				44,400				67,975				—				(111,893	)			482
Common stock issued for cash:			400,000				400				99,600				—				—				100,000
			220,000				220				219,780				—				—				220,000
			33,333				33				49,967				—				—				50,000
			105,932				106				124,894				—				—				125,000
Unrealized loss on foreign exchange			—				—				—				(2,802	)			—				(2,802	)
Capital contribution by former president – Note 5			—				—				6,967,429								—				6,967,429
Net loss			—				—				—				—				(7,495,347	)			(7,495,347	)
Balance July 31, 2010			45,159,265			$	45,159			$	7,529,645			$	(2,802	)		$	(7,607,240	)		$	(35,238	)

 

The accompanying notes are an integral part of these financial statements. 

SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Statement of Stockholders’ Equity (Deficit) – (Cont’d)

(Unaudited)

 

																		Deficit
														Accumulated				Accumulated
										Additional				Other				During the
		Common Shares								Paid In				Comprehensive				Exploration
		Number				Par				Capital				Income				Stage				Total
Balance July 31, 2010			45,159,265			$	45,159			$	7,529,645			$	(2,802	)		$	(7,607,240	)		$	(35,238	)
Common stock issued for mineral property			4,000,000				4,000				1,996,000				—				—				2,000,000
Common stock issued for cash:			100,000				100				49,900				—				—				50,000
			31,250				31				19,969				—				—				20,000
			281,250				281				89,719				—				—				90,000
			275,000				275				109,725												110,000
Unrealized loss on foreign exchange			—				—				—				(4,653	)			—				(4,653	)
Capital contribution by former president – Note 5			—				—				3,992,571				—				—				3,992,571
Net loss			—				—				—				—				(6,304,842	)			(6,304,842	)
Balance, July 31, 2011			49,846,765				49,846				13,787,529				(7,455	)			(13,912,082	)		$	(82,162	)
Common stock issued for cash:			160,000				160				39,840				—				—				40,000
Unrealized loss on foreign exchange			—				—				—				6,827				—				6,827
Net loss			—				—				—				—				(56,521	)			(56,521	)
Balance, October 31, 2011			50,006,765			$	50,006			$	13,827,369			$	(628	)		$	(13,968,603	)		$	(91,856	)

 

The accompanying notes are an integral part of these financial statements.  

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2011

(Unaudited)

 

Note 1 Basis of Presentation

 

While the information presented in the accompanying October 31, 2011 consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the Company’s July 31, 2011 audited financial statements.

 

Operating results for the three months ended October 31, 2011 are not necessarily indicative of the results that can be expected for the year ending July 31, 2012.

 

Note 2 Nature of Operations and Ability to Continue as a Going Concern

 

The Company was incorporated in the state of Nevada, United States of America on June 4, 2008. The Company is an exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties. The Company’s year-end is July 31. On August 31, 2009, the Company changed its name to Source Gold Corp. in order to reflect the current focus of the Corporation.

 

Effective September 10, 2009, the Company increased the number of authorized common shares of the Company from 90,000,000 to 180,000,000 shares and it’s authorized preferred shares from 10,000,000 to 20,000,000 shares per director’s resolution dated August 31, 2009. The Company also conducted a four to one forward stock split of the Company’s issued and outstanding common shares per director’s resolution. Following this stock split, the number of outstanding shares of the Company’s common stock increased from 11,100,000 shares to 44,400,000 shares. All share and per share information in these financial statements has been retro-actively restated for all periods presented to give effect of this stock split.

 

During the year ended July 31, 2009, the Company acquired via its subsidiary company IRC Exploration Ltd. (“IRC”), a mineral claim located in British Columbia, Canada. During the year ended July 31, 2010, the mineral property option agreement for the claim in British Columbia was abandoned.

 

During the year ended July 31, 2010, the Company acquired two additional mineral properties located in Ontario, Canada. The Company also incorporated two new subsidiary companies, Northern Bonanza Inc. (“NBI”) to hold its mineral properties located in Ontario, Canada, and Source Bonanza LLC (“SB”) to hold its mineral properties located in the USA. The Company also transferred its Ontario mineral properties to NBI during the year ended July 31, 2010.

 

On August 7, 2010, the Company acquired a 100% interest in Vulture Gold LLC, (“Vulture”) a Nevada Limited Liability Company. (Note 4)

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 2 Nature of Operations and Ability to Continue as a Going Concern - (Cont’d)

 

The Company intends on exploring its mineral properties and has not yet determined the existence of economically recoverable reserves. The recoverability of amounts incurred on its mineral properties is dependent upon the existence of economically recoverable reserves in the property, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete their development, and the attainment and maintenance of future profitable production or disposition thereof.

 

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.

 

The Company has yet to achieve profitable operations, has accumulated losses of $13,968,603 since inception, has working capital deficiency of $91,856, has no source of recurring revenues, and expects to incur further losses in the development of its business, all of which casts 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 from shareholders or other sources 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 or on acceptable terms, if at all. The 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.

 

Note 3 Summary of Significant Accounting Policies

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in US dollars. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.

 

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 3 Summary of Significant Accounting Policies – (Cont’d)

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies IRC Exploration Ltd., a company incorporated in Alberta, Canada on August 1, 2008; Northern Bonanza Inc, a company incorporated in Ontario, Canada on June 30, 2010; Source Bonanza LLC, a Limited Liability Company incorporated in Nevada, USA on June 18, 2010 and Vulture Gold LLC, a Nevada Limited Liability Company which was acquired on August 7, 2010.

 

All significant inter-company transactions and balances have been eliminated.

 

Cash and Cash Equivalents

 

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

 

Exploration Stage Company

 

The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered an exploration stage company. All losses accumulated since inception have been considered as part of the Company’s exploration stage activities.

 

Mineral Properties

 

The Company is primarily engaged in the acquisition, exploration, and development of mineral properties.

 

Mineral property acquisition costs are capitalized in accordance with FASB ASC 930-805, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.

 

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 3 Summary of Significant Accounting Policies – (Cont’d)

 

Mineral Properties – (Cont’d)

 

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.

 

Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

 

To date the Company has not established any proven or probable reserves on its mineral properties.

 

Foreign Currency Translation

 

The Company’s functional currency is the US dollar as a substantial part of the Company’s operations is based in Arizona. IRC’s and NBI’s functional currency is the Canadian dollar. The functional currency of SB and Vulture is the US dollar as its activities are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

 

Assets and liabilities denominated in a foreign currency are translated into US dollar reporting currency at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in other comprehensive loss.

 

Diluted and Basic Loss per Share

 

Basic loss per share is computed using the weighted average number of shares outstanding during the period. Diluted earnings per share are computed similar to basic income per share except that the denominator is increased to include the number of common stock equivalents. Common stock equivalents represent the dilutive effect of the assumed exercise of any outstanding stock equivalents, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

 

There are no common stock equivalents outstanding and, thus, diluted and basic loss per share is the same.

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 3 Summary of Significant Accounting Policies – (Cont’d)

 

Fair Value of Financial Instruments

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2011 and 2010. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

Stock-Based Compensation

 

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expense related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

 

Stock based compensation for non-employees is accounted for using the Stock Based Compensation Topic of the FASB ASC 505. We use the fair value method for equity instruments granted to non-employees and will use the Black-Scholes model for measuring the fair value of options, if issued. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

 

Comprehensive Loss

 

The Company is required to report comprehensive loss, which includes net loss as well as changes in equity from non-owner sources.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Newly Issued Accounting Pronouncements

 

The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 4 Related Party Transactions

 

All related party transactions have been measured at the exchange value which was the amount of consideration established and agreed to by the related parties.

On June 30, 2010, the Company purchased from the Company president 13 mineral property claims in the Thunder Bay mining division of Ontario, Canada. As consideration for the purchase the Company issued an unsecured, non-interest bearing promissory note for $20,000 due on November 30, 2010. During the period ended July 31, 2011 this promissory note was settled by payment of $20,000 cash to the president.

 

During the year ended July 31, 2010, the former president of the Company granted an option to the current president of the Company to acquire up to 20,000,000 common shares of the Company as detailed in Note 6, Capital Contribution.

During the three month period ended October 31, 2011, the Company incurred management fees of $18,000 (three month period ended October 31, 2010 - $15,000) charged by the Company’s president. In addition, as a result of the stock options granted, the Company incurred additional management fees of $nil and $2,740,000 for the three month periods ended October 31, 2011 and 2010, respectively.

 

On November 1, 2009, the Company entered into a Corporate Management Services Agreement with the President of the Company for management services. Pursuant to the agreement the President would receive a signing bonus of $7,500 (paid November 1, 2009) and $5,000 per month beginning December 1, 2009 for services rendered plus reimbursement of the Company’s expenses. The agreement may be terminated by either party upon 30 days written notice. On June 21, 2011, the Company amended the agreement by issuing a resolution to reflect a payment of $6,000 per month for services rendered.

 

During the three month period ended October 31, 2011, the Company paid expenses on behalf of the President in the amount of $994 which have been repaid in full as of November 30, 2011.

 

Note 5 Stockholders’ Deficit

 

On September 7, 2011, the Company issued 160,000 common shares at $0.25 for total proceeds of $40,000 pursuant to a private placement.

 

Capital Contribution

 

During the year ended July 31, 2010, the former president of the Company granted an option to the current president of the Company to acquire up to 20,000,000 common shares of the Company, held by the former president, at a price of $0.0025 per share effective December 20, 2010 until May 1, 2011. The Company has recorded compensation under management fees and a capital contribution of $10,960,000 using the Black-Scholes valuation model based on the following inputs; exercise price $0.0025; dividend rate Nil; current stock price of $0.55; term 1.5 years; and volatility 137.75%.

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 6 Mineral Properties

 

a) On October 26, 2009, the Company entered into a property option agreement whereby the Company was granted an option to earn up to a 50% interest in 19 mineral claims (the “KRK West” claims) located in the Thunder Bay Mining Division of Ontario. The option agreement is denominated in Canadian dollars.

 

Consideration for the option is the issuance of 2,000,000 common shares of the Company, cash payments totalling $103,718 (CDN$110,000), and aggregate exploration expenditures of $969,268 (CDN$1,000,000) as follows:

 

i)         Cash payments:

 

·         $46,640 (CDN$50,000) upon execution of the Option agreement (paid);

·         $57,078(CDN$60,000) on or before December 1, 2009 (paid)

 

ii) Exploration expenditures of $484,768 (CDN$500,000) on or before December 31, 2010, and $969,268 (CDN$1,000,000) in aggregate on or before December 31, 2011.

 

In aggregate to July 31, 2011, the Company incurred exploration expenditures aggregating $32,080 (CDN$32,836) (See below regarding status of the agreement)

 

iii) The issuance of 2,000,000 common shares (none issued) to the shareholders of the optionor, as directed by the optionor.

 

Upon earning its 50% interest in the option, the Company shall enter into a joint venture agreement to develop and operate the property.

 

Pursuant to the agreement, if commercial production has been achieved and the Company sells or otherwise disposes of metals and minerals that have been produced and removed from the KRK West properties, the Company will pay Thunder Bay a 3% Net Smelter Return royalty. In the event the Company sells or causes the sale of products other than to a smelter or refinery or otherwise causes the removal of products from the Property, the Company will pay a 2% Net Smelter Return Royalty. Alternatively, the Company can buy back the royalty right for $1,000,000 for each breccia pipe that reaches commercial production.

 

The property option agreement is stated in Canadian dollars. The US dollar equivalent is converted using the foreign exchange rate at July 31, 2010 for all future commitments.

 

During the year ended July 31, 2010, the Company learned that the optionor had allowed the underlying claims to lapse, and therefore the option agreement was null and void. The Company, and a director of the Company (The Company subsequently purchased these claims from the director), purchased the claims from persons who re-

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 7 Mineral Properties - (Cont’d)

 

staked the claims for an aggregate amount of $27,577. Subsequent to acquisition, the claims were transferred to the Company’s wholly owned subsidiary, Northern Bonanza Inc. Due to the lapse of the underlying claims the Company impaired a total

of $131,295 of acquisition cost incurred as of July 31, 2010 made up of the initial $103,718 payment and the additional payment of $27,577.

 

The original optionor represents that control of the claims remains with the optionor and that the Company has no right to further explore the property. The Company disagrees with this assertion and accordingly, ownership to the claims is in dispute. On January 6, 2011 the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims. The hearing did not occur as the other party filed for a change of venue. A determination regarding the change of venue has not yet been made and a date for rendering the decision has not yet been established. Mediation regarding the matter was deferred until late 2011 and prior to the hearing the optionor cancelled the mediation.

 

In October 2011, the Company, as a result of the cancellation of the mediation hearing with William J. Wheeler regarding the Thunder Bay claims, decided the best course of action was to file suit. Accordingly, a suit was filed against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detail the breach of the Agreement by Thunder Bay and Wheeler and request:

 

o    An order transferring an application regarding mining claims pending before the Office of the Mining and Lands Commissioner to the Ontario Superior Court of Justice to be consolidated with this action;

o    A declaration regarding our ownership and Thunder Bay and Wheeler’s ownership with respect to certain mining claims; and

o    $1,200,000 in damages from Thunder Bay and Wheeler.

 

b) During the year ended July 31, 2010, the Company entered into a property purchase agreement, which was formalized on May 4, 2010, to acquire a 100% interest in 21 mining claims located in the Northern Ontario for $50,767 (Cdn$51,800). During the year ended July 31, 2010, the Company incurred an additional $17,741 in staking costs in relation to these claims. Subsequent to acquisition the claims and exploration costs were transferred to NBI at cost.

 

During the year ended July 31, 2010, the Company made exploration advances to the operator amounting to $47,806. As at July 31, 2010 the operator had incurred exploration expenses aggregating $20,118 resulting in net advances held being $26,968. During the year ended July 31, 2011, the Company made further advances to the operator of $7,040.

 

During the year ended July 31, 2011 the operator incurred exploration expenditures of $34,008. The Company also incurred direct exploration expenditures of $47,335 during the year ended July 31, 2011.

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 7 Mineral Properties - (Cont’d)

 

As at July 31, 2011 the operator held exploration advances amounting to $nil (2010 - $26,968). Due to lack of funding, the Company has no immediate plans to explore these mines to determine resources available and consequently the costs incurred of

 

$68,599 for these mineral properties was deemed to be fully impaired as of July 31, 2010.

 

c) On August 7, 2010, the Company acquired a 100% interest in Vulture Gold LLC, (“Vulture”) a Nevada limited Liability Company. Vulture holds 27 mineral claims in Maricopa County, Arizona, known as the Vulture Mine. As consideration for the acquisition the Company issued 4,000,000 common shares with a fair value of $2,000,000.

 

This transaction has been recorded as an asset acquisition and the fair value paid has been allocated to the cost of acquisition of the mineral property.

 

During the year ended July 31, 2011, the Company incurred exploration expenditures of $2,221 on the property.

 

Due to lack of funding, the Company has no immediate plans to explore these mines to determine resources available and consequently the costs of $2,000,000 incurred for these mineral properties is deemed to be fully impaired.

 

Note 8 Commitments

 

a) The Company has an ongoing agreement with a director of the company to provide management services for $6,000 per month. Either party many terminate the agreement with one month’s written notice.

 

b)     The Company entered into a formal settlement agreement with a vendor to settle an amount due of Cdn$34,000 by monthly installments of Cdn$5,000 commencing May 15, 2011. As at October 31, 2011, Cdn$30,000 of the total amount due has been paid.

 

Note 9 Subsequent event

 

On November 29, 2011, the Company issued 250,000 common shares at $0.10 for total proceeds of $25,000 pursuant to a private placement.

 

Note 10 Restatement

 

The Company has determined that certain transactions were not correctly accounted for in the three month period ended October 31, 2010 and accordingly the results of the three month period ended October 31, 2010 have been restated for the following items:

 

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 10 Restatement - (Cont’d)

 

a) The overstatement of accruals for legal expenses at July 31, 2010

 

The Company originally over-accrued legal expenses as at July 31, 2010, and understated its legal expenses in the quarter ended October 31, 2010 by $11,931. As a result of the restatement legal expenses have increased by $11,391 and the net loss for the period increased by $11,931. There was no effect on the originally stated accumulated deficit as at October 31, 2010 as a result of this restatement as there was an offsetting adjustment reducing the opening deficit by $11,391.

 

b) Valuation of Option Granted to The Company President.

 

As a result of the review of the Company’s valuation methods relating to share based payments the Company discovered that the valuation for the option entered into between the current president and the former President had been improperly valued. On November 9, 2009, the former president of the Company granted an option to the current president of the Company to acquire up to 20,000,000 common shares of the Company, held by the former president, at a price of $0.0025 per share effective December 20, 2010 until May 1, 2011. The Option was originally determined to have a fair value of $4,960,000 and this was fully expensed in the year ended July 31, 2010. Upon review the Option has been determined to have a fair value of $10,960,000, which is to be expensed over the vesting period. The Company accordingly increased the non-cash management fee for the three month period ended October 31, 2010 by $2,740,000 resulting in the loss for the period and accumulated deficit increasing by $2,740,000. Additional paid in capital has also been increased by $2,740,000 at October 31, 2010, resulting in there being no effect on stockholders’ deficit as a result of this restatement.

 

The effect of the restatements on the results of operations and financial position as of October 31, 2010 and for the three month period ended October 31, 2010 is as follows:

 

Effect of Balance Sheet:
a)  Deficit
Deficit at July 31, 2010;		$	7,607,240
Loss for the period ended October 31, 2010
As restated – see below			2,879,998
Deficit at October 31, 2010, as restated		$	10,487,238

SOURCE GOLD CORP.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements - Continued

October 31, 2011

(Unaudited)

 

Note 10 Restatement (Cont’d)

 

 

b) Additional Paid In Capital
Balance at October 31, 2010 as originally stated		$	7,578,085
Capital contribution recorded to July 31, 2010			2,017,429
Capital contribution recorded to October 31, 2010			2,740,000
Balance as restated at October 31, 2010		$	12,335,514
c) Effect on Loss for the Three Month Period Ended October 31, 2010:
Loss as previously reported		$	128,067
Legal fees			11,931
Management fees			2,740,000
Loss, as restated		$	2,879,998

 

 

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Company Overview

 

We are an exploration stage company that intends to engage in the exploration of mineral properties.  We have acquired four mineral claims through our wholly owned subsidiaries Northern Bonanza, Inc., an Ontario corporation, (“Northern Bonanza”) and Source Bonanza, LLC, a Nevada limited liability company, (“Source Bonanza”). None of these properties possesses known mineral reserves.  Exploration of these mineral claims is required before a final determination as to their viability can be made.

 

Northern Bonanza holds or possesses an option to acquire a partial interest in the following claims in Ontario, Canada:

 

• Southern Beardmore Claims
• A group of 21 mineral claims in the Beardmore Area and the Mary Jane Lake Area, 3 km south of Beardmore, Ontario, Canada.
• KRK West Claims
• Northern Bonanza entered into an agreement that gave them the option to acquire an undivided 50% interest, in 19 mineral claims known as the KRK West Claims, located north of Thunder Bay, Ontario, Canada. The foregoing agreement is now the subject of a lawsuit between us and the other party to the agreement.

Source Bonanza owns a 100% membership interest in Vulture Gold, LLC, a Nevada limited liability company.  Vulture Gold is the owner of the mineral rights to 27 unpatented mineral claims located in Maricopa County Arizona.

 

Our Business

 

Northern Bonanza, Inc.

 

Southern Beardmore Claims.

On May 4, 2010, we acquired a group of 21 contiguous mineral claims in the Beardmore Area and the Mary Jane Lake Area, near Beardmore, Ontario for $51,800 (CDN).

Location and Means of Access to Southern Beardmore Claims.

The property consists of nineteen contiguous mineral claims.  The area of the property is 269 hectares. The northern boundary of the property is 3 kilometers south of Beardmore, Ontario on Highway11. Highway 11 transects the property. Old logging roads also cross the property.

 

Title to Southern Beardmore Claims.

We only hold the mineral rights to the Southern Beardmore Claims.  We do not possess surface rights to the property.  The claims all expire in May of 2012, subject to proper renewal. There are no royalties, back-in rights payments or other agreements and encumbrances to which the property is subject. Additionally, there are no environmental liabilities to which the property is subject or permits that must be acquired to conduct the work proposed.

 

Previous Operations on the Southern Beardmore Claims.

There have been no prior operations on these claims.

 

Present Condition of Southern Beardmore Claims.

At the moment there are no established mineralized zones, mineral resources, mineral reserves and mine workings, tailing ponds, waste deposits and important natural features and improvements, relative to the outside property boundaries.

 

Proposed and Current State of Exploration and Development on the Southern Beardmore Claims.

There has been some exploration on the property.  We conducted a fixed-wing airborne survey and had a 43-101 report produced for the property. These constituted the majority of the $47,735 in direct exploration expenditures that we incurred for the year ended July 31, 2011.

 

During the year ended July 31, 2011, we also made further advances to the operator of $7,040. During the year ended July 31, 2011 the operator incurred exploration expenditures of $34,008. As a result, the operator held no exploration advances for the year ended July 31, 2011.

 

In addition to the original purchase price paid for the property, we incurred $17,436 in staking costs in relation to these claims during the year ended July 31, 2010. 

 

During the year ended July 31, 2010, we made exploration advances to the operator amounting to $47,806. As of July 31, 2010 the operator had incurred exploration expenses aggregating $20,118 resulting in net advances held being $26,968. Our exploration expenditures during the year ended July 31, 2010 were focused on the recommended airborne survey of the Southern Beardmore property and on the preparation of a geological report on the property.

 

No Known Presence of Reserves on the Southern Beardmore Claims.

The proposed program is exploratory in nature and there are no known reserves on the property.

 

Rock Formations and Mineralization of Existing or Potential Economic Significance on the Southern Beardmore Claims.

Regionally a swath of metavolcanic-metasedimentary rocks runs from Geraldton to Beardmore. The metavolcanic rocks are host to numerous showings and former producers of gold and silver. A metasedimentary sequence consists of both clastic and chemical metasediments. These are rocks from two northeast trenching belts and occur to the northwest and southeast of the central volcanic belt. The northern belt is about 3.4 km thick; the southern belt is in excess of 5.4 km. The Northern Bonanza claim group lies entirely within the southern belt. The clastic metasediments are wacked with minor intercalated siltstone and mudstone. The chemical metasediments comprise ironstone units 1-2 m thick bedded in the metavolcanics. The metavolcanics comprise mafic to intermediate flows in a belt 2.0 to 2.5 km wide and trend northeasterly between the two metasedimentary units. The metavolcanic flows are dark green to greenish black in color and typically consist of a massive medium grained basal part, a finer middle portion and a fine-grained to aphanitic upper part, which may be pillowed, amygdaloidal and/or variolitic. Proterozoic rocks comprise diabase sills of medium grain size and massive texture and form topographic highs in outcrop. Precious metals occur (i) in quartz and quartz-carbonate veins almost exclusively in metavolcanics but also in metasediments and (ii) in quartz veins in chert-hematite-magnelite-grunerite ironstone units interlaycled with the mafic metavolcanics.

 

Impairment of the Southern Beardsmore Claims.

Although we possess a plan of exploration for the Southern Beadsmore Claims, we do not possess the resources to execute on that plan. Additionally, while it is our goal to raise capital to finance the exploration, there is no assurance of additional funding being available or on acceptable terms, if at all. Consequently the costs incurred of $68,599 for these mineral properties was deemed to be fully impaired as of July 31, 2010.

The KRK West Claims

 

Location and Means of Access to KRK West Claims.  The property consists of 19 claims covering 15 square miles.  It is located north of Thunder Bay in the Beardmore area of Northwestern Ontario, Canada.  The nearest townships to the property are Pifher, Sandra, and Meade.   The property can be accessed via Hwy 11 through the Village of Beardmore to Hwy 801.

 

Title to KRK West Claims.

 

Option Agreement

On October 26, 2009, we entered into an agreement with Thunder Bay Minerals, Inc. (the “Agreement” and “Thunder Bay”, respectively) under which we were granted an option to acquire an undivided 50% interest in 19 mineral claims known as the KRK West Claim, located north of Thunder Bay, Ontario, Canada.  We are currently in a dispute with Thunder Bay regarding the ownership of the claims.  The dispute is discussed more fully in the following section titled “Separate Purchase of KRK West Claims” and in Part II Item 1 Legal Proceedings.

 

Detailed below are the payments we have made to date and the payments we will be obligated to make in the future if the dispute with Thunder Bay is not resolved in our favor.

 

  

·	Pay $110,000 (CDN) to Thunder Bay with $50,000 (CDN) of that amount due upon execution of the Agreement before commencing due diligence of the claims (paid) and the balance of $60,000 (CDN) on or before December 1, 2009 (paid);

·	Incur $500,000 (CDN) in expenditures on the claims before December 31, 2010 and $500,000 in expenditures on the claims before December 31, 2011; and

·	Issue 2,000,000 shares of our common stock to the shareholders of Thunder Bay within 30 days of closing the transaction.

  

Under the agreement, Thunder Bay will act as operator and define the nature of and execute all exploration programs and subsequent phases of development on the claims.

 

If we are able to pay the consideration for the claims (as set forth above), we will be entitled to a 50% interest in the claims, which are currently subject to a 3% Net Smelter Royalty in favor of James Wheeler, President of Thunder Bay. In the event we acquire an interest in the claims, we and Thunder Bay have further agreed to enter into a joint venture agreement for further exploration and development of the claims.

 

Separate Purchase of KRK West Claims.

During the year ended July 31, 2010, we learned that the optionor had allowed the KRK West Claims to lapse, and therefore the option agreement was null and void.  All 19 of the KRK West Claims were re-staked by a third party.  Together with our President, Lauren Notar, we were able to purchase 13 of the 19 KRK West Claims from the third party who re-staked the claims.  Ms. Notar contributed $20,000 toward the purchase and we contributed $7,578 in cash. The 13 claims were initially transferred to Ms. Notar.  Then, on June 30, 2010, Ms. Notar transferred the 13 claims to us in exchange for an unsecured non-interest bearing promissory note for $20,000 which was settled during the period ended July 31, 2011.   Our total purchase price for the 13 re-staked claims was therefore $27,578.  We also incurred exploration expenditures of $555 in relation to these claims.  Subsequent to our acquisition of the claims, they were transferred to our subsidiary Northern Bonanza.

 

The original optionor currently maintains that control of the KRK West Claims remains with the optionor and that we have no right to further explore the property.  We disagree with this assertion and accordingly ownership to the claims is in dispute.  

 

On January 6, 2011 the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims. The hearing did not occur as the other party filed for a change of venue and mediation regarding the matter was scheduled. Two days prior to the scheduled mediation, William J. Wheeler (“Wheeler”), the principal of Thunder Bay, cancelled the mediation.

 

As a result of the cancellation, we decided the best course of action was to file suit. Accordingly, we filed an action against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detail the breach of the Agreement by Thunder Bay and Wheeler and request:

 

o    An order transferring an application regarding mining claims to Ontario Superior Court to be consolidated with this action;

o    A declaration regarding our ownership and Thunder Bay and Wheeler’s ownership with respect to certain mining claims; and

o    $1,200,000 in damages from Thunder Bay and Wheeler.

 

Impairment of the KRK West Claims.

Due to the lapse of the underlying claims we impaired a total of $131,295 of acquisition cost incurred as of July 31, 2010 made up of the initial $103,718 payment and the additional payment of $27,577.

 

Previous Operations on the KRK West Claims.

The KRK West property encompasses many previous prospects and occurrences that, since 1930, have been the subject of many prospecting, geophysics, and diamond drilling as well as high grading conducted by operators dating back between 1930-1950 where copper and gold mineralization was identified.

 

Present Condition of KRK West Claims.

At the moment there are no established mineralized zones, mineral resources, mineral reserves and mine workings, tailing ponds, waste deposits and important natural features and improvements, relative to the outside property boundaries.

 

Work Completed on the Claims and Proposed and Current State of Exploration and Development on the Claims.

We have undertaken an initial trenching, sampling, and geological mapping program on the KRK West Claims. The samples are being assayed by Accurassay Laboratories in Thunder Bay, Ontario, Canada.

 

Based upon the initial exploration program of trenching, channel sampling, geological mapping and a TEM survey covering our claim group on over 15 square miles of the KRK West Property, we have identified three main areas of interest.

 

The first area of interest is the Little Brother Claim Group, where a number of samples were taken from an area along a northern grandiorite with intermediate volcanics, which yielded visible gold occurrences.

 

The second area of interest is close to the eastern portion of the property east of Peddle Lake. This area is the most active on the property where a number of drill collars belonging to a previous operator were drilled during the 1970's. The ground observations in the trenches and historical assessment have indicated a large disrupted zone carrying the potential for significant gold and silver values.

 

The third area of interest is the most westerly area of the property near Musca Lake, along a continuous shear zone. The Musca Lake zone consists of a quartz flooded shear which pinches and swells along its strike length.

 

Although we have not established an overall exploration budget for the KRK West claims at this time, we intend to continue with an exploration program centered on the major fault lines and areas of interest which traverse the KRK West mineral claims. Accurassay Laboratories is currently processing more than 250 trench samples from our three main areas of interest on the KRK West Property.

 

No Known Presence of Reserves on the KRK West Claims.

The proposed program is exploratory in nature and there are no established reserves on the property.

 

Rock Formations and Mineralization of Existing or Potential Economic Significance on the KRK West Claims.

The property is located within the Northern Felsic Metavolcanic Belt. Intermediate crystal-lithic tuff is the dominant rock type and underlies most of the property. These tuffs consist of intermixed units of crystal tuffs containing feldspar crystals and lithic tuffs containing fragments of felsic to intermediate composition. Felsic crystal tuffs are easily identified by the presence of quartz-eyes within a light gray crystal tuff. The rock weathers to a very distinctive porcellaneous buff-white color. The felsic crystal tuff forms two prominent east-west trending horizons within the intermediate crystal-lithic tuff in the southern half of the western portion of the property and can be traced to the western boundary. The felsic horizons vary in width from 25 to 120 meters, and can be traced for a length of 2.8 kilometers.

 

Gold occurs on the property associated with white quartz veins and pyritic horizons within felsic crystal tuffs and quartz-feldspar porphyry. Earlier exploration identified quartz veins and mineralized shear zones within felsic and mafic intrusions. Base and precious metals are found all over the property. The KRK West property encompasses many previous well known prospects and occurrences that since 1930 have been the subject of many prospecting, geophysics, and diamond drilling as well as high grading conducted by operators dating back between 1930-1950 where copper and gold mineralization was identified.

 

Source Bonanza, LLC.

 

Vulture Peak Property and Gold Point Claim Group.

On August 7, 2010, we entered into an agreement with Vulture Gold LLC (“Vulture”), to purchase 100% of Vulture’s outstanding membership interests in consideration for 4 million shares of our common stock. Vulture is the owner of the mineral rights to unpatented mineral claims located in Maricopa County Arizona known collectively as the Vulture Claims.  

 

Location and Means of Access to Vulture Claims.

The property is located approximately 15 km to 17 km southwest of Wickenburg in Maricopa County, Arizona. It consists of 27 claims located in Section(s) 23, 24, 25, 26, 35 and 36, T.6N., R.GW., and in Section(s) 3D, T.6N., R.5W., Maricopa County, Arizona. Each claim is approximately 20.7 acres with a total property area of 476.1 acres, configured in three separate blocks.

 

The property can be accessed from Wickenburg through Vulture Mine Road south from State Highway 60. Wickenburg is located 85 km (53 miles) NW of Phoenix; 98 km (61 miles) S of Prescott; and 206 km (128 miles) SE of Kingman. Wickenburg is connected with Phoenix through State Highway 60 south; and to Prescott and Kingman through State Highways 89 and 93 respectively. Wickenburg is one of the railway stations for Prescott-Phoenix branch of Santa Fe Railway. From Vulture Mine Road various gravel roads traverse through different areas of the property providing access to almost all the mineral claims.

 

Title to Vulture Claims.

The Vulture Claims are owned by Vulture Gold, LLC, which is owned 100% by Source Bonanza. The following claim maintenance fees are applicable for the property:

 

·	Bureau of Land Management Claim Maintenance Fee equals $125 per claim per year ($3,625 each year, due on or before September 1)

·	Maricopa County Recorder "Notice of Intent to Hold" Fee = $104 per year (due on or before November 1).

 

A "Mineral Exploration Permit" application will be required to get a permit for the proposed exploration work to be carried out on the property. A minimum bond required is $3,000 but the actual bond amount is based upon the type of exploration and the degree of disturbance. The department responsible for issuing this is the Minerals Section of the Arizona State Land Department.  Additionally, the Arizona State Land Commissioner, at his discretion, may also change the amount of the damage and restoration bond when warranted by any changes in the Plan of Operation.

 

Previous Operations on the Vulture Claims.

The Vulture Claims were part of the historical Red Cloud Mine, Vulture Mine, Vulture Mine Extension, and Mohawk Mines. The first prospecting party to explore the mountains of north-central Arizona was guided by Pauline Veaver, a pioneer trapper and Indian Scout of the period. Henry Wickenburg, one of the party members, while prospecting south of Wickenburg located the Vulture lode in 1863. He established a camp on the Hassayampa River six miles east of the location, and for the next three years worked the richer parts of the outcrop ore. No records are available for his production.

 

In November 1, 1866, the Vulture Claims and adjoining area was acquired from Wickenburg by the Vulture Company of New York. This company established a camp at the mine, and built a forty stamp amalgamation and concentration mill at Wickenburg. This pioneer company operated steadily from 1867 to July 1872. Chinese miners were employed. Concentrates were stored, and the production was in gold bullion saved on the plates. The property was closed due to excessive transportation costs and to the apparent pinching of the ore at water level.

 

In 1870 a new corporation was formed to operate the Vulture and Vulture Extension of Taylor and Smith. This company was known as the Arizona Central Mining Company. Vulture Extension property was reportedly located to the north of the Vulture Mine and is believed to be located on claim 27 and 28, an area staked by Gold Point LLC.  An 80 stamp mill was built at the mine, and water was pumped from Hassayampa at Seymour, through a seven mile pipe line. Power was supplied by woodburning boilers. Work was continued by this company for nine years on a large scale. A great deal of very low grade ore was treated. No exact figures are available on the production but scattered estimates of the Art one Daily Star and U.S. Mint reports indicate a probable gross of 3,000,000 ounces. The mine was worked down about 300 feet to a fault which cut off the ore body.

 

In 1908 the property was acquired by the Vulture Mines Company. This company at first used 20 stamps of the Arizona Central Company mill. In 1910 a new 20 stamp mill was erected driven by a gasoline engine, which treated from 100 to 120 tons a day of ore. This company operated the mine up to 1917. The gross output of this company which worked on the faulted segment of ore was $1,839,375, 30 percent of which was concentrates and 70 percent bullion.

 

In 1927 D.R. Finlayson acquired the property and organized the Vulture Mining and Milling Company. A 5-stamp amalgamation mill was built at the mine using water pumped from the mine, power being supplied by a diesel engine. Old pillars were treated.

 

In 1929, a diamond drill campaign was started, after a careful geological study, to prospect for the second faulted segment of the ore. Vein matter carrying free gold was encountered. Financial help was enlisted from the United Verde Extension Mining Company of Jerome. In 1930 and 1931 an 800 foot shaft was sunk to prospect the ground cut by the drill. A large vein was encountered. After six months lateral work and a little drilling, work was abandoned.

 

Present Condition of Vulture Claims.

 

There are several areas of past producing mines and old workings located on the property. Detailed below are some of the old workings on the property.

 

 

·	Red Cloud Mine
·		This shaft is located at 0329733 E, 3745506 N at an elevation of 2,222 ft (692 m). The shaft area is fenced. Mine dump material is lying in the immediate surrounding area. Groundwater was observed in the shaft by throwing a piece of rock in the shaft and is estimated to be at a depth of 60 to 80 m below ground surface. Three old trenches were observed; two on the west and one on the east side along strike of this shaft.
·	Red Cloud Mill and Shaft
·		An old shaft, foundations of a stamp mill and an approximately 30 m long trench was observed at this location. A small dump of old milling material was also observed.
·	Vulture Mine Extension
·		This area is marked by the presence of a shaft, an abandoned mill site with remnants of hoist, head frame, ball mills, generator, etc. This area is located on Vulture claim at 0330263 E, 3744219 N with an elevation of 2162 ft (659 m). The shaft is fenced and was observed to be plugged with rock material at 6 to 7 m depth.
·	Mohawk
·		Gold Point claims 27-29 located immediately to the west of Vulture Mine private property were historically called Mohawk group of claims reportedly located 2 miles (3 km) to the west of historical Vulture and Black Hawk mines. Historical work done in this area included a shaft down to about 48 feet which passed through 24 feet of ledge matter.

 Work Completed on the Vulture Claims.

During the year ended July 31, 2011, we incurred exploration expenditures of $2,221 on the property.

 

Proposed State of Exploration and Development on the Vulture Claims and Impairment of Vulture Claims. We have not carried out any exploration work on the property. However, on March 13, 2008 Gold Point LLC, the party that staked the current Vulture Claims, contracted Fred B. Brost, P.E. to carry out rock sampling on Red Cloud, Red Rock, and Vulture claims. A total of six samples were collected during this work at various locations. The samples were analyzed at Jacobs Assay Office in Tucson. Following receipt of the assay results, we retained a geologist to conduct a study and produce a report on the exploration potential of the property.  He recommended the following two stage exploration program:

 

Phase 1- Data Compilation, Geological Mapping, Trenching and Sampling

 

·

This work should be completed in two stages. The first stage should include compilation of all the historical geological data available for property and putting it into a data base to generate several layers of maps in GIS format for further interpretation. This work will also include geo-referencing historical geological maps, sampling and trenching data, and collecting available historical production records from shafts and mines.

·

In the second stage, the geological fieldwork program should be carried out. This program should include, geological mapping 1:5,000 scale, conducting systematic rock sampling on each claim, and trenching at selected locations. All the accessible old shafts should be studied and sampled in detail to understand the local mineralization trend and to get an insight into the type of ore historically mined. The intent of this work should be to define ground geophysical surveying targets for Phase 2 work Program.

 

 

The estimated cost of this program is $132,500, which would be expended as follows:

 

PHASE 1 BUDGET – GEOLOGICAL MAPPING, TRENCHING AND SAMPLING

 

Item		No. of Units				Rate				Total
Bonds and Permitting			1			$	5,000			$	5,000
Data Compilation			10			$	500			$	5,000
Maps production			1			$	1,000			$	1,000
Geological mapping (2 geologists)			21			$	1,100			$	23,100
Prospecting (Prospectors 2)			21			$	900			$	18,900
Assaying rock samples			500			$	40			$	20,000
Soil Samples			300			$	40			$	12,000
Excavator			10			$	1,500			$	15,000
Accommodation and Meals			50 Man days			$	200			$	10,000
Vehicles: 1			25			$	100			$	2,500
Supplies, Blasting Equipment and Rentals			Lump Sum			$	10,000			$	10,000
Reports			Lump Sum			$	10,000			$	10,000
TOTAL (CANADIAN DOLLARS)										$	132,500

 

Phase 2 - Ground Geophysical Surveying, Diamond Drilling

 

Based on the results of the Phase 1 program, the following ground geophysical surveys should be carried out at suitable locations: 3D Induced Polarization (IP), Magnetometer Survey, and Electromagnetic (EM) - VLF Survey

 

·	The IP technique will help in measuring the amount of disseminated metallic sulphides in the underlying porphyritic rocks and quartz veins.  This technique energizes the ground surface with an alternating square wave pulsar via a pair of current electrodes and the IP effect is measured as a time diminishing voltage at the receiver electrodes.
·	The very-low frequency (VLF) EM method will help to detect any subsurface conducting zone by utilizing radio signals in the 15 to 30 kilohertz (kH) range that are used for military communications.
·	Magnetometer survey measures the earth's magnetic field which can be influenced due to presence of magnetic or relatively non-magnetic rocks in the survey area. This survey will be helpful in identifying gold bearing zones associated with pyrrhotite or magnetite depleted porphyry type copper-gold mineralization. In some property areas with potential for porphyry copper-gold type ore bodies, the mineralizing fluids might have destroyed the magnetite associated with the original intrusive or volcanic rocks. Magnetic surveys would outline positive magnetic anomalies over the unaltered rock formations. The exploration target would be the relatively magnetic lows within these formations where magnetite has altered to a non-magnetic mineral, such as pyrite.
·	The geophysical survey is initially recommended to be carried out at 50 m x 50 m grid on selected areas within the following claim blocks: Red Cloud, Vulture Extension Mohawk.
·	The type of geophysical survey on each claim would depend on the style of mineralization. This work will help to define the trends and continuity of the anomalous surface mineralization and locate targets for drilling. A 10 to 15 drill hole program for up to 2,000 m diamond drilling is proposed which will be contingent upon the findings of Phase 1 program and geophysical surveys.

 

Estimated cost of Phase 2 work program is $522,600, which would be expended as follows:

 

PHASE 2 BUDGET – GROUND GEOPHYSICAL SURVEYING, DIAMOND DRILLING

 

Item			No. of Units				Rate				Total
Bond and permitting			1			$	10,000			$	10,000
Geologist			10			$	600			$	6,000
Geophysical Survey Induced Polarization			42			$	2,000			$	84,000
Magnetometer, EM-VLF Survey Crew			28			$	1,200			$	33,600
Diamond Core Drilling (m), if warranted			2,000			$	150			$	300,000
Accommodation and Meals			200			$	200			$	40,000
Vehicles: 2 – 4x4 truck			20			$	200			$	4,000
Supplies and Rentals			Lump Sum			$	10,000			$	10,000
Data Interpretation			Lump Sum			$	20,000			$	20,000
Reports			Lump Sum			$	15,000			$	15,000
TOTAL (CANADIAN DOLLARS)										$	522,600

 

No Known Presence of Reserves on the Vulture Claims.  The proposed program is exploratory in nature and there are no known reserves on the property.

 

Rock Formations and Mineralization of Existing or Potential Economic Significance on the Vulture Claims. Mineralization on the claims and adjoining areas can be classified into three types: i) mineralized veins, ii) porphyritic masses of rock, iii) mixed deposits in which veins and porphyry are both present.

 

Mineralized Veins.  Fractures, filled with quartz and other veining material were observed at places on the claims but no strong or regular veins were located. Most of the veins are at the contact of volcanics and metasediments. Gold, silver, and other metals may concentrate in quartz veins and in silicified and altered rocks. Some irregular quartz veins were observed in schistose rocks where vein filling occur mainly along the cleavage of schist.

 

Porphyritic Masses of Rock. At many places quartz monzonite volcanic dykes were observed containing pyrite in disseminated crystalline grains with in porphyritic masses of rocks. The distribution of this sulphide looks like independent of fractures or fracture filling. Moderate to severe alteration of dykes and wall rocks has converted feldspar and mafic minerals to a fine grained sericite, hematite, and clay minerals. Altered dyke rocks commonly consist of quartz "eyes" in a fine-grained matrix of alteration minerals. Conceptual restoration of the rocks of the Vulture mine area to their pre-rotations orientation reveals that the mineralization and alteration originally occurred along a north-northeast-trending subvertical dyke that projected upward from the structural top of a Cretaceous granitoid pluton. The association of gold with dyke and gradation of the dyke into the granitic rocks of the pluton indicate that gold mineralization was intimately related to Cretaceous magmatism and dyke emplacement. Later erosion and subsequent burial by lower Miocene volcanic rocks was followed by structural dismemberment and tilting and eventual uncovering by late Cenozoic erosion. 

 

 

Mixed Mineralization. Combined veining and porphyritic style of mineralization was observed to be a common feature especially on Gold Point Vulture claim and Gold Point claims 27-29 located in the southwestern part of the property. Granitoid rocks are intersected by porphyritic volcanic rocks in these areas. Hematitic alteration is common and covers large areas at the contact of granite and volcanic dykes.

 

Impairment of the Vulture Claims.

Although we possess a plan of exploration for the Vulture Claims, we do not possess the resources to execute on that plan. Additionally, while it is our goal to raise capital to finance the exploration, there is no assurance of additional funding being available or on acceptable terms, if at all. As a result, we have fully impaired the value of the Vulture Claims.

 

Results of Operations for the Three Months Ended October 31, 2011 and 2010 and Period from Inception (June 4, 2008) until October 31, 2011

 

We generated no revenue for the period from Inception (June 4, 2008) until October 31, 2011. We do not anticipate earning revenues until such time that we enter into commercial production of our claims. 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, or if such resources are discovered, that we will enter into commercial production.

 

We incurred operating expenses in the amount of $56,521 for the three months ended October 31, 2011, compared with $2,879,503 for the three months ended October 31, 2010 and $13,968,603 for the period from Inception (June 4, 2008) through October 31, 2011.

 

Operating expenses for the three months ended October 31, 2011 consisted of management fees of $18,000, accounting and audit expenses of $15,127, legal fees of $8,979 and office expenses of $8,793.

 

Operating expenses for the three months ended October 31, 2010 consisted of management fees of $2,755,000, mineral property exploration costs of $73,613, legal fees of $21,854, accounting and audit expenses of $21,377 and office expenses of $7,659. The overwhelming amount of the operating expense attributable to management fees was an expense incurred as a result of options to purchase common stock granted from our former president to our current president.   

 

Operating expenses for the period from Inception (June 4, 2008) through October 31, 2011 consisted primarily of management fees of $11,107,569, mineral property option impairment of $2,203,611, legal fees of $212,680, mineral property exploration costs of $152,629, accounting and audit expenses of $149,760 and office expenses of $85,605.  

 

With respect to our Management Fees, on November 6, 2009, our former president granted an option to our current president to acquire up to 20,000,000 shares of our common stock, held by our former president, at a price of $0.0025 per share effective December 20, 2010 until May 1, 2011. The Option was originally determined to have a fair value of $4,960,000 and this was fully expensed in the year ended July 31, 2010. Upon review, the Option has been determined to have a fair value of $10,960,000, which is to be expensed over the vesting period. We have accordingly increased the non-cash management fee for the three month period ended October 31, 2010 by $2,740,000 resulting in the loss for the period and accumulated deficit increasing by $2,740,000. Additional paid in capital has also been increased by $2,740,000 at October 31, 2010, resulting in there being no effect on stockholders’ deficit as a result of this restatement

 

Liquidity and Capital Resources

 

As of October 31, 2011, we had total current assets of $28,918 as compared to $47,586 for the year ended July 31, 2011. We had $120,774 in current liabilities as of October 31, 2011 as compared to $129,748 for the year ended July 31, 2011. Thus, we had working capital deficit of $91,856 as of October 31, 2011 as compared to $82,162 as of July 31, 2011.

 

 

Net cash used in operating activities was $66,489 and $60,653 for the three months ended October 31, 2011 and October 31, 2010, respectively, and $687,567 for the period from Inception (June 4, 2008) to October 31, 2011. Our main source of cash was from the sale of our common stocks which generated $40,000, $70,000 and $917,375 for the three months ended October 31, 2011 and October 31, 2010 and for the period from Inception (June 4, 2008) to October 31, 2011, respectively.

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities beyond those planned for the current fiscal year. For these reasons, our auditors stated in their report to our audited financial statements for the period from Inception (June 4, 2008) to July 31, 2011 that they have substantial doubt we will be able to continue as a going concern.

 

Off Balance Sheet Arrangements

 

As of October 31, 2011, there were no off balance sheet arrangements.

 

Going Concern

 

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that we will be able to meet our obligations and continue our operations for the next fiscal year. Realization values may be substantially different from carrying values as shown. At October 31, 2011, we had working capital which will not be sufficient to sustain operations and conduct exploration activities over the next twelve months. We have yet to achieve profitable operations, have accumulated losses of $13,968,603 since our inception, have a working capital deficiency of $91,856, have no source of recurring revenues, and expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they come due.

 

Management has no formal plan in place to address this concern but considers that we 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 or on acceptable terms, if at all

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4.     Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, being October 31, 2011. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report.

 

Limitations on the Effectiveness of Internal Controls.

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations 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 the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

PART II – OTHER INFORMATION

 

Item 1.     Legal Proceedings

 

On October 26, 2009, we entered into an agreement with Thunder Bay Minerals, Inc. (the “Agreement” and “Thunder Bay”, respectively) under which we were granted an option to acquire an undivided 50% interest in 19 mineral claims known as the KRK West Claim, located north of Thunder Bay, Ontario, Canada.  During the year ended July 31, 2010, we learned that Thunder Bay had allowed the KRK West Claims to lapse, and therefore the option agreement was null and void.  As discussed above, we were able to re-purchase 13 of the 19 KRK West Claims from persons who re-staked the claims for an aggregate amount of $27,578.  We also incurred exploration expenditures of $555 in relation to these claims.  Subsequent to acquisition of the claims they were transferred to our wholly owned subsidiary, Northern Bonanza, Inc.

 

Thunder Bay currently maintains that control of the KRK West Claims remains with it and that we have no right to further explore the property.  We disagree with this assertion and accordingly ownership to the claims is in dispute.  

 

On January 6, 2011 the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims. The hearing did not occur as the other party filed for a change of venue and mediation regarding the matter was scheduled. Two days prior to the scheduled mediation, William J. Wheeler (“Wheeler”), the principal of Thunder Bay, cancelled the mediation.

 

 

As a result of the cancellation, we decided the best course of action was to file suit. Accordingly, we filed an action against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detail the breach of the Agreement by Thunder Bay and Wheeler and request:

 

o    An order transferring an application regarding mining claims to Ontario Superior Court to be consolidated with this action;

o    A declaration regarding our ownership and Thunder Bay and Wheeler’s ownership with respect to certain mining claims; and

o    $1,200,000 in damages from Thunder Bay and Wheeler.

 

The Company entered into a formal settlement agreement with a vendor to settle an amount due of Cdn$34,000 by monthly instalments of Cdn$5,000 commencing May 15, 2011. As of October 31, 2011, Cdn$30,000 of the total amount due has been paid.

 

Other than the foregoing, we are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

 

·	On September 7, 2011, we issued 160,000 common shares at $0.25 per share to FTS Financial Investments for total proceeds of $40,000 pursuant to a private placement. We completed this offering pursuant Regulation S of the Securities Act of 1933.

·

On November 29, 2011, subsequent to the end of the quarter ended October 30, 2011, we issued 250,000 common shares at $0.10 per share to Greenshoe Investments, Ltd., for total proceeds of $25,000 pursuant to a private placement. We completed this offering pursuant Regulation S of the Securities Act of 1933.

 

Item 3.     Defaults upon Senior Securities

 

None

 

Item 4.     (Removed and Reserved)

 

Item 5.     Other Information

 

(a) None.

 

(b) None.

 

Item 6.      Exhibits

 

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

SIGNATURES

 

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Source Gold Corp.
Date:	December 12, 2011
	By: /s/ Lauren Notar Lauren Notar Title:    Chief Executive Officer and Director