Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2012
Commission file number 000-54666
Impact Explorations Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 27-1614533
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
78 York Street
London W1H 1DP England
(Address of Principal Executive Offices & Zip Code)
Telephone +44 207 681 1620 Facsimile +44 207 681 1620
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]
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 (ss.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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a 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 [ ]
As of April 23, 2012, the registrant had 6,000,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of April 27, 2012.
IMPACT EXPLORATIONS INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 5
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. [Removed and Reserved] 7
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 21
Item 9A. Controls and Procedures 21
Part III
Item 10. Directors and Executive Officers 23
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 26
Item 13. Certain Relationships and Related Transactions 26
Item 14. Principal Accounting Fees and Services 26
Part IV
Item 15. Exhibits 27
Signatures 27
2
PART I
ITEM 1. BUSINESS
COMPANY INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this report. In this report, unless the context otherwise denotes, references
to "we", "us", "our", "Impact" and "Impact Exploration" are to Impact
Explorations Inc.
Impact Explorations was incorporated in the State of Nevada on January 6, 2010
to engage in the acquisition, exploration and development of natural resource
properties. We are an exploration stage company with no revenues or operating
history. The principal executive offices are located at 78 York Street, London
W1H 1DP. The telephone number is +44 207 681 1620.
We received our initial funding of $15,000 through the sale of common stock to
our officer, Ms. Jenny Brown, who purchased 3,000,000 shares of our common stock
at $0.005 per share on January 6, 2010. From inception until the date of this
filing we have had limited operating activities.
On September 14, 2010 we issued a total of 3,000,000 shares of common stock to
26 unrelated shareholders for cash at $0.015 per share for a total of $45,000
pursuant to the S-1 Registration Statement we filed with the US Securities and
Exchange Commission.
Our financial statements from inception (January 6, 2010) through the year ended
January 31, 2012 report no revenues and a net loss of $41,979. Our independent
auditor has issued an audit opinion for Impact Explorations Inc. which includes
a statement expressing substantial doubt as to our ability to continue as a
going concern.
On March 1, 2011 our shares were approved for trading on the OTCBB under the
symbol "IXPL". There is currently no active trading market for our securities.
GENERAL INFORMATION
We paid the geologist $10,000 for Phase 1 of the exploration program on our
original property, the Met 1. On April 12, 2011 we received his report on his
findings. After reviewing the report Management decided to abandon the claim and
is currently pursuing additional exploration assets.
There is no guarantee we will be able to find another resource property with our
remaining funds and if we do the property may not contain any reserves and funds
that we spend on exploration will be lost. Even if we complete an exploration
program and are successful in identifying a mineral deposit we will be required
to expend substantial funds to bring the claim to production.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from any mineral property on which we conduct exploration activities as
we always hold all interest and rights to the claim. Readily available
commodities markets exist in Canada, the U.S. and around the world for the sale
of gold, silver and other minerals. Therefore, we will likely be able to sell
any minerals that we are able to recover.
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In the future we may be subject to competition and unforeseen limited sources of
supplies in the industry in the event spot shortages arise for supplies such as
dynamite, and certain equipment such as bulldozers and excavators that we will
need to conduct exploration. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend any exploration plans
until we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in the state, province or country in which we carry out exploration activities.
PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $4,000 for the geology report and staking of the Met 1 claim.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Jenny Brown. Ms. Brown currently devotes
2-4 hours per week to company matters and after receiving funding she plans to
devote as much time as the board of directors determines is necessary to manage
the affairs of the company. There are no formal employment agreements between
the company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room in Washington, DC. The public may
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obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL
UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR
INVESTMENT.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
investment.
BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST.
The probability of an individual prospect ever having reserves is extremely
remote. In all probability the property does not contain any reserves. As such,
any funds spent on exploration will probably be lost which will result in a loss
of your investment.
WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES.
We were incorporated in January 2010 and have only recently started our
exploration activities. We have not, to date, realized any revenues. We have a
limited operating history upon which an evaluation of our future success or
failure can be made. Our net loss was $41,979 from inception to January 31,
2012. Our ability to achieve and maintain profitability and positive cash flow
is dependent upon:
* our ability to locate a profitable mineral property
* our ability to generate revenues
* our ability to reduce exploration costs.
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral properties. As a result, we may not generate revenues
in the future. Failure to generate revenues will cause us to suspend or cease
activities.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.
BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR
EXPLORATION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT.
Because we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In that event, an existing reserve may go
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undiscovered. Without a reserve, we cannot generate revenues and you will lose
your investment.
WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN
EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. If we cannot find the products and equipment we need, we will have
to suspend our exploration plans until we do find the products and equipment we
need.
BECAUSE OUR SOLE OFFICER AND/OR DIRECTOR DOES NOT HAVE ANY FORMAL TRAINING
SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK
OUR BUSINESS WILL FAIL.
Our sole officer and director is Jenny Brown. Ms. Brown has no formal training
as a geologist or in the technical aspects of management of a mineral
exploration company. Her prior business experiences have primarily been in
property management and development. With no direct training or experience in
these areas, our management may not be fully aware of the specific requirements
related to working within this industry. Our management's decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry.
BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL
ONLY BE DEVOTING 5 TO 10% OF HER TIME OR APPROXIMATELY TWO TO FOUR HOURS PER
WEEK TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN
PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Because our officer and director has other outside business activities and will
only be devoting 5 to 10% of her time or two to four hours per week to our
operations, our operations may be sporadic and occur at times which are
convenient to our officer and director. As a result, exploration of the property
may be periodically interrupted or suspended.
OUR SOLE OFFICER AND DIRECTOR, BENEFICIALLY OWNS 50% OF THE OUTSTANDING SHARES
OF OUR COMMON STOCK. IF SHE CHOOSES TO SELL HER SHARES IN THE FUTURE, IT MIGHT
HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Ms. Brown's share ownership in our company, if she chooses
to sell her shares in the public market, the market price of our stock could
decrease and all shareholders suffer a dilution of the value of their stock.
OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN
MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT A SHAREHOLDERS' ABILITY
TO EVER RESELL THEIR SHARES.
Our executive officer and director owns 50% of our common stock. She has a
significant influence in determining the outcome of all corporate transactions,
including the election of directors, approval of significant corporate
transactions, changes in control of the company or other matters that could
affect your ability to ever resell your shares. Her interests may differ from
the interests of the other stockholders and thus result in corporate decisions
that are disadvantageous to other shareholders.
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OUR SOLE OFFICER AND DIRECTOR LIVES OUTSIDE THE UNITED STATES, MAKING IT
DIFFICULT FOR AN INVESTOR TO ENFORCE LIABILITIES IN FOREIGN JURISDICTIONS.
We are a Nevada corporation and, as such, are subject to the jurisdiction of the
State of Nevada and the United States courts for purposes of any lawsuit, action
or proceeding by investors herein. An investor would have the ability to effect
service of process in any action on the company within the United States.
However, since our officer and director resides outside the United States,
substantially all or a portion of her assets are located outside the United
States. As a result, it may not be possible for investors to effect service of
process within the United States upon her or to enforce against her judgments
obtained in United States courts predicated upon the civil liability provisions
of the federal securities laws of the United States or any state thereof.
IF AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS
MAY BE UNABLE TO SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT.
An application for listing of our common stock on the Over the Counter Bulletin
Board (OTCBB) and on March 1, 2011 the application was approved and we were
assigned "IXPL" as our symbol. If no active trading market is ever developed for
our shares, it will be difficult for shareholders to sell their stock. In such a
case, shareholders may find that they are unable to achieve benefits from their
investment.
OUR SHARES ARE CONSIDERED PENNY STOCK WHICH LIMITS A SHAREHOLDERS' ABILITY TO
SELL THE STOCK.
Our shares constitute penny stock under the Exchange Act. The shares will remain
penny stock for the foreseeable future. The classification of penny stock makes
it more difficult for a broker-dealer to sell the stock into a secondary market,
thus limiting investment liquidity. Any broker-dealer engaged by the purchaser
for the purpose of selling his or her shares in our company will be subject to
rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to
comply with those rules, some broker-dealers will refuse to attempt to sell
penny stock.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
To be eligible for quotation on FINRA's Over the Counter Bulletin Board, we must
remain current in our filings with the Securities and Exchange Commission. In
order for us to remain in compliance we will require future revenues to cover
the cost of these filings, which could comprise a substantial portion of our
available cash resources. If we are unable to generate sufficient revenues to
remain in compliance it may be difficult for a shareholder to resell any shares,
if at all.
ITEM 2. PROPERTIES
We do not currently own any property. Our offices are located at 78 York Street,
London, W1H 1DP, which are the offices of our president and are provided to us
free of charge. The telephone number is +44 207 681 1620. Management believes
the current premises are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and are not aware of any
pending or potential actions.
ITEM 4. REMOVED AND RESERVED
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our shares have been quoted on the OTC Electronic Bulletin Board (OTCBB) under
the symbol "IXPL" since March 1, 2011. The OTCBB is a regulated quotation
service that displays real-time quotes, last sale prices and volume information
in over-the-counter (OTC) securities. The OTCBB is not an issuer listing
service, market or exchange. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC or applicable regulatory authority.
Market Makers are not permitted to begin quotation of a security whose issuer
does not meet this filing requirement. Securities already quoted on the OTCBB
that become delinquent in their required filings will be removed following a 30
or 60 day grace period if they do not make their required filing during that
time. We cannot guarantee that our application will be accepted or approved and
our stock listed and quoted for sale. As of the date of this filing, there have
been no discussions or understandings between Impact Explorations with any
market maker regarding participation in a future trading market for our
securities.
As of the date of this filing, there has been no public trading of our
securities, and, therefore, no high and low bid pricing. As of the date of this
report Impact Explorations had 27 shareholders of record. We have paid no cash
dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
Our shares are considered penny stock which limits the ability to sell the
stock. The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
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- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
SHARES AVAILABLE UNDER RULE 144
There are currently 3,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
3,000,000 shares are held by our officer and director. In general, under Rule
144 as amended, a person who has beneficially owned and held restricted
securities for at least six months, including affiliates, may sell publicly
without registration under the Securities Act, within any three-month period,
assuming compliance with other provisions of the Rule, a number of shares that
do not exceed the greater of(i) one percent of the common stock then outstanding
or, (ii) the average weekly trading volume in the common stock during the four
calendar weeks preceding such sale.
HOLDERS
As of January 31, 2012, we have 6,000,000 Shares of $0.001 par value common
stock issued and outstanding held by 27 shareholders of record.
The stock transfer agent for our securities is Holladay Stock Transfer, 2939
North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.
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DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Summary for years ending January 31, 2012 and 2011
Year Ended January 31,
2012 2011
-------- --------
Revenue $ Nil $ Nil
Operating Expenses $ 22,662 $ 18,507
Net Loss $ 22,662 $ 18,507
EXPENSES
Our operating expenses for the years ended January 31, 2012 and 2011 are
outlined in the table below:
Year Ended January 31,
2012 2011
-------- --------
General and administrative $ 4,762 $ 5,207
Professional fees $ 10,000 $ 9,300
Mineral Exploration Expense $ 7,900 $ 4,000
REVENUE
We have not earned any revenues since our inception and we do not anticipate
earning revenues in the upcoming quarter.
EQUITY COMPENSATION
We currently do not have any stock option or equity compensation plans or
arrangements.
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LIQUIDITY AND FINANCIAL CONDITION
WORKING CAPITAL
At At Percentage
January 31, January 31, Increase/
2012 2011 Decrease
-------- -------- --------
Current Assets $ 20,461 $ 40,683 -51%
Current Liabilities $ 2,440 $ 0 +100%
Working Capital (deficit) $ 18,021 $ 40,683 -55%
CASH FLOWS
Year Ended Year Ended
January 31, January 31,
2012 2011
-------- --------
Net Cash Used in Operating Activities $(10,222) $(29,297)
Net Cash Provided by Investing Activities $ 0 $ 0
Net Cash Provided by Financing Activities $ 0 $ 45,000
INCREASE (DECREASE) IN CASH DURING THE YEAR $(10,222) $ 15,703
We have generated no revenue since inception and have incurred $74,979 in
expenses through January 31, 2012. We had a net loss of $22,662 and $18,507 for
the years ended January 31, 2012 and 2011, respectively. These expenses
consisted of professional fees, administrative expenses and exploration
expenses.
Our cash in the bank at January 31, 2012 was $20,461, with $2,440 in outstanding
liabilities. Cash provided by financing activities since inception is as
follows:
1. On January 6, 2010, a total of 3,000,000 shares of Common Stock were
issued to Jenny Brown, a director, in exchange for cash in the amount
of $15,000, or $.005 per share.
2. On September 14, 2010 the Company issued a total of 3,000,000 shares
of common stock to 26 unrelated sharholders for cash at $0.15 per
share for a total of $45,000 pursuant to an S-1 registration
statement.
GOING CONCERN
We are an exploration stage company and currently have no operations. Our
independent auditor has issued an audit opinion for the company which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
PLAN OF OPERATION
We are now investigating other properties on which exploration could be
conducted and other business opportunities to enhance shareholder value. If we
are unable to find another property or business opportunity, our shareholders
will lose some or all of their investment and our business will likely fail.
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ITEM 8. FINANCIAL STATEMENTS
GEORGE STEWART, CPA
316 17TH AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Impact Explorations Inc.
I have audited the accompanying balance sheets of Impact Explorations Inc. (An
Exploration Stage Company) as of January 31, 2012 and 2011, and the related
statements of operations, stockholders' equity and cash flows for the years
ended January 31, 2012 and 2011 and for the period from January 6, 2010
(inception), to January 31, 2012. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Impact Explorations Inc., (An
Exploration Stage Company) as of January 31, 2012 and 2011, and the results of
its operations and cash flows for the years ended January 31, 2012 and 2011 and
the period from January 6, 2010 (inception), to January 31, 2012 in conformity
with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
-------------------------------
Seattle, Washington
April 5, 2012
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IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
January 31, January 31,
2012 2011
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 20,461 $ 30,683
Deposits -- 10,000
-------- --------
TOTAL CURRENT ASSETS 20,461 40,683
-------- --------
TOTAL ASSETS $ 20,461 $ 40,683
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 2,440 $ --
-------- --------
TOTAL CURRENT LIABILITIES 2,440 --
-------- --------
TOTAL LIABILITIES 2,440 --
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares authorized;
6,000,000 and 3,000,000 shares issued and outstanding
as of January 31, 2012 and January 31, 2011 6,000 6,000
Additional paid-in capital 54,000 54,000
Deficit accumulated during exploration stage (41,979) (19,317)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 18,021 40,683
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 20,461 $ 40,683
======== ========
See Notes to Financial Statements
13
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 6, 2010
(inception)
Year ended Year ended through
January 31, January 31, January 31,
2012 2011 2012
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
EXPENSES
General and Administrative 4,762 5,207 10,779
Mineral Exploration Expense 10,000 4,000 14,000
Professional Fees 7,900 9,300 17,200
---------- ---------- ----------
TOTAL EXPENSES 22,662 18,507 41,979
---------- ---------- ----------
NET INCOME (LOSS) $ (22,662) $ (18,507) $ (41,979)
========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,000,000 4,150,685
========== ==========
See Notes to Financial Statements
14
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From January 6, 2010 (Inception) through January 31, 2012
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JANUARY 6, 2010 -- $ -- $ -- $ -- $ --
Stock issued for cash on January 6, 2010
@ $0.005 per share 3,000,000 3,000 12,000 15,000
Net loss, January 31, 2010 (810) (810)
---------- ------- -------- --------- --------
BALANCE, JANUARY 31, 2010 3,000,000 $ 3,000 $ 12,000 $ (810) $ 14,190
========== ======= ======== ========= ========
Stock issued for cash on September 14, 2010
@ $0.015 per share 3,000,000 3,000 42,000 45,000
Net loss, January 31, 2011 (18,507) (18,507)
---------- ------- -------- --------- --------
BALANCE, JANUARY 31, 2011 6,000,000 $ 6,000 $ 54,000 $ (19,317) $ 40,683
========== ======= ======== ========= ========
Net loss, January 31, 2012 (22,662) (22,662)
---------- ------- -------- --------- --------
BALANCE, JANUARY 31, 2012 6,000,000 $ 6,000 $ 54,000 $ (41,979) $ 18,021
========== ======= ======== ========= ========
See Notes to Financial Statements
15
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 6, 2010
(inception)
Year ended Year ended through
January 31, January 31, January 31,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(22,662) $(18,507) $(41,979)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposits 10,000 (10,000) --
Accounts Payable 2,440 (790) 2,440
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (10,222) (29,297) (39,539)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 45,000 60,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 45,000 60,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (10,222) 15,703 20,461
CASH AT BEGINNING OF PERIOD 30,683 14,980 --
-------- -------- --------
CASH AT END OF YEAR $ 20,461 $ 30,683 $ 20,461
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
16
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Impact Explorations Inc. (the Company) was incorporated under the laws of the
State of Nevada on January 6, 2010. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan
and recently initiated exploration activities.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
17
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
H. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the company's financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from January 6, 2010
(inception) to January 31, 2012 and generated a net loss of $41,979. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Management does not believe that the company's current cash of
$20,461 is sufficient to cover the expenses they will incur during the next
twelve months.
18
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. The sole
officer and director of the Company is involved in other business activities and
may, in the future, become involved in other business opportunities as they
become available.
Thus she may face a conflict in selecting between the Company and her other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 6. INCOME TAXES
As of January 31, 2012
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 41,979
Other 0
--------
Gross deferred tax assets 14,273
Valuation allowance (14,273)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. NET OPERATING LOSSES
As of January 31, 2012, the Company has a net operating loss carryforwards of
approximately $41,979. Net operating loss carryforwards expires twenty years
from the date the loss was incurred.
19
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2012
--------------------------------------------------------------------------------
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
On January 6, 2010 the Company issued a total of 3,000,000 shares of common
stock to one director for cash at $0.005 per share for a total of $15,000.
On September 14, 2010 the Company issued a total of 3,000,000 shares of common
stock to 26 unrelated shareholders for cash at $.015 per share for a total of
$45,000 pursuant to a S-1 registration statement.
As of January 31, 2012 the Company had 6,000,000 shares of common stock issued
and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2012:
* Common stock, $ 0.001 par value: 75,000,000 shares authorized;
6,000,000 shares issued and outstanding.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after January 31,
2012 up through the date the Company issued these financial statements. During
this period, the Company did not have any material recognizable subsequent
events.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements. Management recognizes that there
are inherent limitations in the effectiveness of any system of internal control,
and accordingly, even effective internal control can provide only reasonable
assurance with respect to financial statement preparation and may not prevent or
detect material misstatements. In addition, effective internal control at a
point in time may become ineffective in future periods because of changes in
conditions or due to deterioration in the degree of compliance with our
established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of January 31, 2012, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
21
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended January 31,
2012 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
22
PART III
ITEM 10. DIRECTOR AND EXECUTIVE OFFICER
The officer and director of Impact Explorations, whose one year terms will
expire 1/31/13, or at such a time as their successor(s) shall be elected and
qualified are as follows:
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
Jenny Brown 25 President, 1/6/10 1/31/13
78 York Street Secretary,
London, England Treasurer,
W1H 1DP CFO, CEO &
Director
The foregoing person is a promoter of Impact Explorations Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. Directors are elected to serve until the next annual
meeting of stockholders and until their successors have been elected and
qualified. Officers are appointed to serve until the meeting of the board of
directors following the next annual meeting of stockholders and until their
successors have been elected and qualified.
Jenny Brown currently devotes 2-4 hours per week to company matters, in the
future she intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
Background Information
JENNY BROWN has been the President, Secretary, Treasurer and a Director of
Impact Explorations since January 6, 2010.
EDUCATION
September 2003 - June 2005 University of Sheffield, Yorkshire, UK
Studied Bachelor of Science, Biomedical Science
Degree not gained just 2 years study completed
January 2009 - Present University of Essex, Essex, UK
Bachelor of Arts, Degree in Business and Management
First Class Honours, January 2009 - March 2011
Association for Residential Letting Agents
Qualifications Warwick, UK
23
October 2007 ARLA PRINCIPLES OF DAMAGES AND DISPUTES
December 2007 ARLA PRACTICAL APPROACH TO RESIDENTIAL MANAGEMENT
April 2008 ARLA RESIDENTIAL PROPERTY PRACTICE
July 2008 ARLA LEGAL APECTS PART A
September 2008 ARLA LEGAL ASPECTS PART B
EMPLOYMENT
Aug 08 - Present Property Developer, London, UK, managing the
design, build and development of a clients family
home.
April 07- Present Property Manager
Douglas and Gordon, Estate Agent, 37
Ixworth place, Chelsea, London, UK
Managed 250 properties between
(pound)250,000 and (pound)17,000,000
worth in South Kensington, Chelsea
and Notting Hill London
May 06 - April 07 Property Manager
Saxton Mee, Estate Agent, Campo House, 54 Campo
Lane, Sheffield, UK S1 2EG
Managed 100 properties between (pound)50,000 and
(pound)1,000,000 worth In Sheffield
June 05 - April 06 Property Developer, Sheffield, UK, managing the
design, build and development of a clients project.
Renovating a dilapidated building into a commercial
rental property.
ITEM 11. EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Jenny Brown.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Jenny Brown, 2012 0 0 0 0 0 0 0 0
President, 2011 0 0 0 0 0 0 0 0
CFO & CEO 2010 0 0 0 0 0 0 0 0
24
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Jenny 0 0 0 0 0 0 0 0 0
Brown,
CEO & CFO
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Jenny Brown, 0 0 0 0 0 0 0
Director
There are no current employment agreements between the company and its executive
officer.
In January 2010 Jenny Brown purchased 3,000,000 shares of our common stock at
$0.005 per share. The terms of these stock issuances were as fair to the
company, in the opinion of the board of directors, as could have been made with
an unaffiliated third party.
Ms. Brown currently devotes approximately 2-4 hours per week to manage the
affairs of the company. She has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Impact
Explorations' voting securities by officers, directors and major shareholders as
well as those who own beneficially more than five percent of our common stock as
of the date of this report:
Name of No. of Percentage
Beneficial Owner(1) Shares of Ownership
------------------- ------ ------------
Jenny Brown 3,000,000 50%
78 York Street
London, England
W1H 1DP
All Officers and
Directors as a Group 3,000,000 50%
----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided free of charge
by Ms. Brown, the officer and director of the corporation.
In January 2010 Ms. Brown purchased 3,000,000 shares of our common stock at
$0.005 per share. All of such shares are "restricted" securities, as that term
is defined by the Securities Act of 1933, as amended, and are held by the
officer and director of the Company. (See "Principal Stockholders".)
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $7,900, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended January 31, 2012.
The total fees charged to the company for audit services were $7,800, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended January 31, 2011.
26
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-165365, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
April 27, 2012 Impact Explorations Inc., Registrant
By: /s/ Jenny Brown
---------------------------------------
Jenny Brown, President, Chief Executive
Officer, Principal Accounting Officer,
and Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
April 27, 2012 Impact Explorations Inc., Registrant
By: /s/ Jenny Brown
---------------------------------------
Jenny Brown, President, Chief Executive
Officer, Principal Accounting Officer,
and Chief Financial Officer
2
