Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2012
Commission file number 000-54666
IMPACT EXPLORATIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
78 York Street
London W1H 1DP England
(Address of principal executive offices, including zip code)
Telephone +44 207 681 1620 Facsimile +44 207 681 1620
(Telephone number, including area code)
Resident Agents of Nevada
711 S. Carson Street #4
Carson City, NV 89701
Telephone (775)882-4641 Facsimile (775)882-6818
(Name, address and telephone number of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 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 whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
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
equity, as of the latest practicable date: 6,000,000 shares as of September 14,
2012
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended July 31,
2012, prepared by the company, immediately follow.
2
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
July 31, 2012 January 31, 2012
------------- ----------------
ASSETS
CURRENT ASSETS
Cash $ 432 $ 20,461
Deposit -- --
-------- --------
TOTAL CURRENT ASSETS 432 20,461
-------- --------
TOTAL ASSETS $ 432 $ 20,461
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 5,080 $ 2,440
-------- --------
TOTAL CURRENT LIABILITIES 5,080 2,440
-------- --------
TOTAL LIABILITIES 5,080 2,440
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 6,000,000 shares issued and outstanding
as of July 31, 2012 and January 31, 2012 6,000 6,000
Additional paid-in capital 54,000 54,000
Deficit accumulated during exploration stage (64,648) (41,979)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (4,648) 18,021
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 432 $ 20,461
======== ========
See Notes to Financial Statements
3
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 6, 2010
Three Months Three Months Six Months Six Months (inception)
ended ended ended ended through
July 31, 2012 July 31, 2011 July 31, 2012 July 31, 2011 July 31, 2012
------------- ------------- ------------- ------------- -------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
EXPENSES
General and Administrative 955 491 17,670 2,383 28,448
Mineral Exploration Expense -- -- -- 10,000 14,000
Professional Fees 1,900 1,600 5,000 4,700 22,200
---------- ---------- ---------- ---------- ----------
TOTAL EXPENSES 2,855 2,091 22,670 17,083 64,648
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (2,855) $ (2,091) $ (22,670) $ (17,083) $ (64,648)
========== ========== ========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,000,000 6,000,000 6,000,000 6,000,000
========== ========== ========== ==========
See Notes to Financial Statements
4
IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 6, 2010
Six Months Six Months (inception)
ended ended through
July 31, 2012 July 31, 2011 July 31, 2012
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(22,670) $(17,083) $(64,648)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposit -- 10,000 --
Accounts Payable 2,640 590 5,080
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (20,030) (6,493) (59,568)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 60,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 60,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (20,030) (6,493) 432
CASH AT BEGINNING OF PERIOD 20,461 30,683 --
-------- -------- --------
CASH AT END OF PERIOD $ 432 $ 24,191 $ 432
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
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IMPACT EXPLORATIONS INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2012
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Impact Explorations
Inc., have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission, and should be read in conjunction with the audited
financial statements and notes thereto contained in Impact Explorations' Form
10-K filed with SEC. In the opinion of management, all adjustments, consisting
of normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for fiscal 2012 as reported in the
Form 10-K have been omitted. It is management's opinion that all adjustments
necessary for a fair statement of the results of the interim periods have been
made, and all adjustments are of a normal recurring nature.
NOTE 2. GOING CONCERN
As of July 31, 2012, Impact Explorations has not generated revenues and has
accumulated losses since inception. The continuation of Impact Explorations as a
going concern is dependent upon the continued financial support from its
shareholders, its ability to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. These factors raise
substantial doubt regarding Impact Explorations' ability to continue as a going
concern.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
RESULTS OF OPERATIONS
We are an exploration stage company and have generated no revenues since
inception (January 6, 2010) and have incurred $64,648 in expenses through July
31, 2012.
For the three months ended July 31, 2012 we incurred $2,855 in expenses. These
expenses consisted of $1,900 in professional fees and $955 in general and
administrative expenses. For the same three month period ended July 31, 2011 we
incurred $2,091 in expenses. These expenses consisted of $1,600 in professional
fees and $491 in general and administrative expenses.
For the six months ended July 31, 2012 we incurred $22,670 in expenses. These
expenses consisted of $5,000 in professional fees and $17,670 in general and
administrative expenses. For the same six month period ended July 31, 2011 we
incurred $17,083 in expenses. These expenses consisted of $4,700 in professional
fees, $2,383 in general and administrative expenses and $10,000 in exploration
expenses.
The following table provides selected financial data about our company for the
period ended July 31, 2012.
Balance Sheet Data: 7/31/12
------------------- -------
Cash $ 432
Total assets $ 432
Total liabilities $ 5,080
Shareholders' equity $(4,648)
Cash provided by financing activities since inception through July 31, 2012 was
$15,000 from the sale of 3,000,000 shares of common stock to our officer and
director in January 2010 and 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.
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LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2012 was $432, with $5,080 in outstanding
liabilities. Our plan of operation for the next twelve months is to continue our
exploration efforts, either on our current claim or possibly on another mineral
property if we are able to find one with better prospects than our current
property. During the quarter ended April, 2011 we paid the geologist $10,000 to
proceed with Phase 1 of the exploration program. In addition to the additional
$14,000 we may spend for Phase 2 of the exploration program as outlined below,
we anticipate spending an additional $7,000 on professional fees, including fees
payable in connection with complying with reporting obligations, and general
administrative costs. Total expenditures over the next 12 months are therefore
expected to be approximately $21,000 if we proceed with Phase 2. We are an
exploration stage company and have generated no revenue to date.
PLAN OF OPERATION
Our exploration target is to find exploitable minerals. Our success depends on
achieving that target. There is the likelihood of our current mineral claim
containing little or no economic mineralization or reserves of silver and other
minerals. There is the possibility that our current claim does not contain any
reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claim to production. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.
The following work program has been recommended by the consulting geologist who
prepared the geology report on our current claim.
PHASE 1
Prospecting, mapping and grid controlled soil geochemistry $10,000 (completed)
PHASE 2
A program of grid controlled ground magnetometer and very
low frequency electro magnetometer (VLF-EM) surveys should
be undertaken over the areas of interest as determined by
the Phase 1 program $14,000
-------
Total $24,000
=======
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.
We paid the geologist $10,000 for Phase 1 of the exploration program. On April
12, 2011 we received his report on his findings. Management is currently
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pursuing additional exploration assets, and may return to this project in the
future, but the results of Phase 1 were not so good that they wish to complete
phase 2 immediately.
If we decide to move on to Phase 2 of the exploration program on our current
claim, this would be done during the summer of 2012. The estimated cost of this
program is $14,000 and will take approximately 3 weeks to complete and an
additional two to three months for the consulting geologist to receive the
results from the assay lab and prepare his report. We have a verbal agreement
with James McLeod, the consulting geologist who prepared the geology report on
our claim, to retain his services for Phase 2 of the exploration program. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the exploration program if we
find mineralization.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. 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, 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 so that it may be recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, particularly during the period when this report was
being prepared.
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 ended July 31, 2012 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting
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PART II. OTHER INFORMATION
ITEM 6. 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.
September 14, 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.
September 14, 2012 Impact Explorations Inc., Registrant
By: /s/ Jenny Brown
------------------------------------------------
Jenny Brown, President, Chief Executive Officer,
Principal Accounting Officer, and
Chief Financial Officer
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