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EX-31.2 - 302 CFO CERTIFICATION - GOLD LAKES CORP.ex31_2cfocertification.htm
EX-32.1 - 906 CEO CERTIFICATION - GOLD LAKES CORP.ex32_1ceocertification.htm
EX-32.2 - 906 CFO CERTIFICATION - GOLD LAKES CORP.ex32_2cfocertification.htm
EXCEL - IDEA: XBRL DOCUMENT - GOLD LAKES CORP.Financial_Report.xls
EX-31.1 - 302 CEO CERTIFICATION - GOLD LAKES CORP.ex31_1ceocertification.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

       For the quarter period ended October 31, 2013

 

 (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

 

   For the transition period from                                                       to
   
       Commission File number        333-145879  

 

  SIGA RESOURCES, INC.

                                             (Exact name of registrant as specified in its charter)

 

Nevada 74-3207964
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

123 West Nye Carson City, Nevada, 89706
(Address of principal executive offices)

 

(281) 256-5417
(Registrant’s telephone number)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days.  Yes [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   [   ]                                                                                                           Accelerated filer                    [   ]

 

Non-accelerated filer     [   ]  (Do not check if a small reporting company)                           Small 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 [  ]   No   [X]

 

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court.  Yes No

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

September 6, 2013: 45,105,000 common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Page Number
PART 1. FINANCIAL INFORMATION
     
ITEM 1. Financial Statements (unaudited) 4
     
  Balance Sheet as at October 31, 2013 and July 31, 2013 5
     
 

Statement of Operations

For the three months ended October 31, 2013 and 2012 and for the period January 18, 2007 (Date of Inception) to October 31, 2013

 

 

6

     
 

Statement of Cash Flows

For the three  months ended October 31, 2013 and 2012 and for the period January 18, 2007 (Date of  Inception) to October 31, 2013

 

7

     
  Notes to the Financial Statements. 8
     
ITEM 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 14
     
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk 17
     
ITEM 4. Controls and Procedures 18
     
ITEM 4T. Controls and Procedures 19
     
PART 11. OTHER INFORMATION 19
     
ITEM 1. Legal Proceedings 19
     
ITEM 1A. Risk Factors 20
     
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
     
ITEM 3. Defaults Upon Senior Securities 23
     
ITEM 4. Submission of Matters to a Vote of Security Holders 23
     
ITEM 5. Other Information 23
     
ITEM 6. Exhibits 24
     
  SIGNATURES 25
     

 

 

 

 

 

 

 

 

 

PART 1 – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

 

The accompanying balance sheets of Siga Resources, Inc. ( an exploration stage company) at October 31, 2013 (with comparative figures as at July 31, 2013) and the statement of operations for the three months ended October 31, 2013 and 2012 and for the period from January 18, 2007 (date of incorporation) to October 31, 2013 and the statement of cash flows for the three months ended October 31, 2013 and 2012 and for the period from January 18, 2007 (date of incorporation) to October 31, 2013 have been prepared by the Company’s management in conformity with 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.

 

Operating results for the three months ended October 31, 2013 are not necessarily indicative of the results that can be expected for the year ending July 31, 2013.

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGA RESOURCES, INC.

(Exploration Stage Company)

BALANCE SHEETS

 

   (Unaudited)  (Unaudited)
   October 31, 2013  July 31, 2013
       
ASSETS          
           
CURRENT ASSETS          
           
Cash  $—     $—   
           
Total Current Assets   —      —   
           
TOTAL ASSETS  $—     $—   
           
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY          
           
CURRENT LIABILITIES          
           
Accounts payable  $174,755   $158,255 
Promissory Note Payable   26,214    25,575 
           
Total Current Liabilities   200,969    183,830 
           
TOTAL LIABILITIES          
           
STOCKHOLDERS’ DEFICIENCY          
Common stock          
500,000,000 shares authorized, at $0.001 par value;          
45,105,000  shares issued and outstanding as of October 31 and July 31, 2013   45,105    45,105 
Capital in excess of par value   506,035    502,845 
Deficit accumulated during the exploration stage   (752,109)   (731,780)
           
Total Stockholders’ Deficiency   (200,969)   (183,830)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  $—     $—   

 

 

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

 

 

 

 

 

 

 

 

 

 

 

SIGA RESOURCES, INC.

(Exploration Stage Company)

STATEMENT OF OPERATIONS

 

For three months ended October 31, 2013 and 2012 and for the period from

January 18, 2007 (date of inception) to October 31, 2013

 

(Unaudited)

 

  

 

Three month ended

October 31, 2013

 

 

Three  months ended

October 31,   2012

  From  January 18, 2007 (date of inception)
 to October 31, 2013
          
REVENUES  $—     $—     $—   
                
EXPENSES               
Exploration costs   —      —      15,331 
Net loss in unconsolidated equity method investment   —      —      51,734 
General and administrative   20,329    22,093    685,044 
                
NET LOSS FROM  OPERATIONS  $22,093   $44,322   $752,109 
                
NET LOSS PER  COMMON SHARE               
                
Basic and diluted  $0.00   $0.00      
                
WEIGHTED AVERAGE OUTSTANDING  SHARES               
                
Basic and diluted   45,105,000    45,105,000      

 

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

 

 

 

 

 

 


 

 

 

 

 

 

 

 

SIGA RESOURCES, INC.

(Exploration Stage Company)

STATEMENT OF CASH FLOWS

For the three months ended October 31, 2013 and 2012 and for the period from

January 18, 2007 (date of inception) to October 31, 2013

(Unaudited)

   Three months ended
October 31, 2013
  Three months ended
October 31, 2012
  From January 18, 2007
(date of inception) to
October 31, 2013
          
CASH FLOWS FROM OPERATING ACTIVITIES:               
                
Net loss  $(22,093)  $(44,322)  $(752,109)
                
Adjustments to reconcile net loss to net cash provided by operating activities:               
Impairment loss on mineral properties   —      —      5,000 
Net loss in equity method investment   —      —      51,734 
Stock issued for consulting services   —      —      150,000 
Capital contributions – non-cash expense   —      —      56,550 
Changes in accounts payable   16,500    13,874    120,155 
                
Net cash (used in) operating activities   (3,829)   (8,219)   (374,070)
                
CASH FLOWS FROM INVESTING ACTIVITIES:
 
Investment in Mining Leases
   —      —      (56,734)
 
Net cash (used in) investing activities
   —      —      (56,734)
                
CASH FLOWS FROM FINANCING ACTIVITIES:   

 

 

    

 

 

      
Promissory Note   3,829    —      157,004 
Discount of settlement   —      —      158,000 
Proceeds from issuance of common stock   —      —      115,800 
                
Net cash (used in) provided by financing activities   3,829    —      430,804 
                
Net (Decrease) Increase in Cash   —      (8,219)   —   
                
Cash at Beginning of Period   —      9,923    —   
                
CASH AT END OF PERIOD  $—     $1,704   $—   

 

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCIAL ACTIVITIES

Shares issued for consulting services  $—     $—     $90,000 
Investment in joint venture  $—     $—     $(51,734)
 Capital contributions – non –cash expense  $—     $—     $51,550 

 

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

 

 

SIGA RESOURCES, INC.

(Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS (Unaudited)

October 31, 2013

 

1.           ORGANIZATION

 

The Company, Siga Resources Inc., was incorporated under the laws of the State of Nevada on January 18, 2007 with the authorized capital stock of 300,000,000 shares at $0.001 par value.  On April 30, 2008, the Secretary of State for Nevada approved an amendment to the Articles of Incorporation where the total number of shares of common stock was increased to 500,000,000 shares of common stock with a par value of $0.001 per share. The Company was organized for the purpose of acquiring and developing mineral properties.  

 

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Methods

 

The Company recognizes income and expenses based on the accrual method of accounting.

 

Dividend Policy

 

The Company has not yet adopted a policy regarding payment of dividends.

 

Basic and Diluted Net Income (loss) Per Share

 

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.   Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same. As of October 31, 2013 the Company has 313,200,000 of common stock equivalents outstanding and 2012, the Company has 116,000,000 common stock equivalents outstanding, calculated using the if-converted method.

 

Income Taxes

 

The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed.   An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

 

Foreign Currency Translations

 

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized.  The functional currency is considered to be US dollars.

 

Revenue Recognition

 

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

 

Advertising and Market Development

 

The company expenses advertising and market development costs as incurred.

 

 

Financial Instruments

 

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

 

Estimates and Assumptions

 

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.   Actual results could vary from the estimates that were assumed in preparing these financial statements.

 

Impairment of Long-lived Assets

 

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable.   When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

 

Mineral Property Acquisition Costs

 

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs

are expensed when incurred.

 

Statement of Cash Flows

 

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

 

Environmental Requirements

 

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with current period presentation.

 

Recent Accounting Pronouncements

 

The Company does not expect that the adoption of recent accounting pronouncements will have a material impact on its financial statements.

 

 

 

 

 

 

 

 

 

 

3.           ACQUISITION OF MINERAL CLAIM

 

On March 11, 2007, the Company acquired the Valolo Gold Claim located in the Republic of Fiji for the consideration of $5,000 including a geological report.  The Valolo Gold Claim is located 10 miles east of the town of Korovou , Fiji.  Under Fijian law, the claim remains in good standing as long as the Company has an interest in it.   There is no annual maintenance fee or minimum exploration work required on the Claim. The acquisition costs have been impaired and expensed because there has been no exploration activity nor has there been any reserve established and we cannot currently project any future cash flows or salvage value for the coming year and the acquisition costs might not be recoverable.

 

4.           INVESTMENT IN JOINT VENTURE

 

On January 16, 2011, the Company entered into a Property and Royalty Agreement with Peter Osha whereby the Company would have acquired Peter Osha’s Lucky Thirteen Placer Mining Property near Hope, British Columbia, Canada in exchange for $1.5 million Canadian plus a 3% net smelter royalty. Payments on the property are due as follows:

 

By or before January 15, 2011 *$10,000
By or before April 15, 2011 *40,000
By or before July 15, 2011 **50,000
By or before January 15, 2012 ***100,000
By or before July 15, 2012 ***100,000
By or before January 15, 2013 ***150,000
By or before July 15, 2013 ***150,000
By or before January 15, 2014 200,000
By or before July 15, 2014 200,000
By or before January 15, 2015 250,000
By or before July 15, 2015 250,000
Total $1,500,000

* Paid by the Company

** Paid by Lucky 13 Mining Company Ltd.

*** Not paid

This agreement replaces the previously disclosed agreement dated September 16, 2010 between the company and Touchstone Precious Metals Inc.

 

On May 12, 2011, the Company entered into a joint venture agreement with Big Rock Resources Inc. whereby, the Company transferred its interest (and related payments due) in the Lucky Thirteen Mining Property to Lucky 13 Mining Company Ltd. This transfer provided the Company with a 50% ownership interest in Lucky 13 Mining Company Ltd. Per the joint venture agreement, Big Rock Resources Inc. has agreed to fund Lucky 13 Mining Company Ltd. to provide financing for exploration and for its mineral lease payments. Payments due from Big Rock Resources Inc. to Lucky 13 Mining Company Ltd. are as follows:

 

     1. Payment of $400,000 for the initial work program and property payments on the Project, payable as follows:

a. $50,000 by May 14, 2011, which has been received;

b. $350,000 by May 31, 2011 which has been received;

 

     2. Payment of $8,500,000 for the cost of putting the Project into production. Lucky 13 Mining Company Ltd. is 50% owned by both Big Rock Resources Ltd. and the Company.

 

 

As indicated above, the Company transferred its interests in the Mining Claims to the Joint Venture with a cost basis of $51,734. The Company accounts for this Joint Venture using the equity method. For the time period May 12, 2011 to October 31, 2013, the joint venture reported a net loss of approximately $186,000. Accordingly, the Company recorded its share of those losses, but only up to the cost of its investment.

 

As the Company is in default with its payments to Peter Osha on the acquisition of the Lucky Thirteen Mining Claim, Mr. Osha can cancel the sale agreement which would result in the Company having no interest in the Lucky Thirteen Mining Claim. As of the date of these financial statements, Mr. Osha has not cancelled the sale.

 

Big Rock Resources Inc. has indicated that it cannot provide the $8,500,000 financing and that the joint venture between the Company and Big Rock has been cancelled.

 

5.           RELATED PARTY TRANSACTIONS

 

Under consulting agreements executed in September 2010, two of the Company’s former directors were to be paid $1,500 per month. On November 15, 2012 both of these directors resigned. As of July 31, 2013 $27,883 ($29,398 – July 31, 2012) was due to these former directors (these amounts included minor travel expenses). On November 15, 2010, 200,000 shares were issued to the two former directors under the terms and conditions of their consulting agreements. These shares were valued at $90,000, which was the market value of the shares when issued.

 

6.           CONVERTIBLE NOTES PAYABLE

 

On July 31, 2012, the Company converted $40,000 in accounts payable to a convertible promissory note. The note has a 10% per annum interest rate and a maturity date of July 31, 2013. On July 31, the Company converted $4,000 in accrued interest payable to the same convertible promissory note. The note is convertible into shares of the Company’s common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company did record a discount on the debt equal to the face value, in the amount of $40,000 in 2012 and $4,000 in 2013. This discount will be amortized to interest expense over the term of the debt, or one year.

 

On July 31, 2013, the Company converted $76,000 in advances to a convertible promissory note. The note has a 10% per annum interest rate and a maturity date of July 31, 2013. On July 31, the Company converted $7,600 in accrued interest payable to the same convertible promissory note. The note is convertible into shares of the Company’s common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company did record a discount on the debt equal to the face value, in the amount of $76,000 and $7,600 in 2013. This discount will be amortized to interest expense over the term of the debt, or one year.

 

7.            SETTLEMENTS PAYABLE

 

On January 31, 2013, the Company has agreed to convert $50,000 payable to Peter Osha with shares valued at $0.001 if the Company. The invoice states that it is convertible into shares of the Company’s common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company did record a discount on the debt equal to the face value, in the amount of $50,000 in 2014. This discount will be amortized to interest expense over the term of the debt, or one year.

 

On January 31, 2013, the Company has agreed to convert $50,000 payable to Norm Newsom ha with shares valued at $0.001 if the Company. The invoice states that it is convertible into shares of the Company’s common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to

 

the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company did record a discount on the debt equal to the face value, in the amount of $50,000 in 2014. This discount will be amortized to interest expense over the term of the debt, or one year.

 

On June 30, 2013, the Company has agreed to convert $70,000 payable to Norm Newsom with shares valued at $0.001 of the Company The invoice states that it is convertible into shares of the Company’s common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company did record a discount on the debt equal to the face value, in the amount of $70,000 in 2014. This discount will be amortized to interest expense over the term of the debt, or one year. During the year, the Company has paid $12,000 on this payable, leaving the net amount convertible at $58,000.

 

8.           NOTE PAYABLE

 

The Company received $17,500 under a promissory note agreement in July 2012. Per the note agreement, interest of $1,750 was accrued through July 31, 2013. An additional $4,000 was received under this Note in 2013. Interest and principal were due on September 15, 2012. The Company is currently in default on this note. Implied interest of $2,325 has been accrued on this Note.

 

9.           CAPITAL STOCK

 

On July 28, 2011, the Company completed a private placement consisting of 1,000,000 shares for a total consideration of $60,000 and 40,000 shares for a total consideration of $10,000.

 

On June 14, 2012, the Company issued 80,000 shares of its common stock for the $20,000 cash it received under a share subscription agreement, in January 2011. The shares were issued June 13, 2012.

 

10.          GOING CONCERN

 

The Company will need additional working capital to service its debt and to develop the mineral claims acquired, which raises substantial doubt about its ability to continue as a going concern.   Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

 

 

11.           INCOME TAXES

 

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):

 

Period Ended  Estimated NOL Carry-Forward
$
  NOL expires  Estimated Tax Benefit from NOL
$
  Valuation Allowance
from NOL Benefit
$
  Net Tax Benefit
                
 2007    22,659    2027    7,704    (7,704)   —   
 2008    57,226    2028    19,456    (19,456)   —   
 2009    36,149    2029    12,291    (12,291)   —   
 2010    24,511    2030    8,334    (8,334)   —   
 2011    229,394    2031    77,994    (77,994)   —   
 2012    103,503    2032    35,191    (35,191)   —   
 2013    258,338    2033    87,835    (87,835)   —   
 Total    731,780         248,805    (248,805)   —   

 

The total valuation allowance as of July 31, 2013 was $248,805 which increased by $87,835 for the year ended July 31, 2013.

As of July 31, 2013 and 2012, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended July 31, 2013, and 2012 and no interest or penalties have been accrued as of July 31, 2013 and 2012.

 

The tax years from 2007 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Corporate Organization and History within the Last Three years

 

We were incorporated under the laws of the State of Nevada on January 18, 2007 under the name Siga Resources Inc.  We do not have any subsidiaries or affiliated companies. We have one potential project on the Lucky Thirteen Claim. The venture has to date defaulted on payments to keep the ownership in the Lucky Thirteen Claim intact. Consequently, we are at risk of losing our interests in the Lucky Thirteen Claim entirely. We have a verbal commitment by the owner of the Claim. The owner is in the position to renege on his verbal commitment without reprisal.

 

We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.    We have no intention of entering into a corporate merger or acquisition.

 

Business Development since Inception

 

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are an exploration stage company and have not generated any revenues from our exploration activities. Further, we have not generated any revenues since our formation on January 18, 2007.  We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

 

To become profitable and competitive, we must invest in the exploration of the Lucky Thirteen Claim before we can start production of any minerals we may find. We must obtain equity or debt financing to provide the capital required to fully implement our phased exploration program.   We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we will be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholders.

 

The financial statements prepared have not been audited. Previously our auditors issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the Lucky Thirteen Claim. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in the Company.  We must raise cash to implement our planned exploration program if it is not funded by our joint venture partner and stay in business.

 

To meet our need for cash we must raise additional capital.  We have entered into a joint venture to raise the required capital to develop the Lucky Thirteen Claim. We will attempt to raise additional money through a private placement, public offering or through loans.  We have discussed this matter with our officers and directors. However, our officers and directors are unwilling to make any commitments to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash.  We require additional cash to continue operations.  Such operations could take many years of exploration and would require expenditure of very substantial amounts of money, money we do not presently have and may never be able to raise.   If we cannot raise it we will have to abandon our planned exploration activities and go out of business.

 

We estimate we will require $237,804 in cash over the next twelve months, including the cost of completing the exploration work for the Lucky Thirteen claim during that period.   For a detailed breakdown refer to “Liquidity and Capital Reserves”.

 

 

 

We may attempt to interest other companies to undertake exploration work on the Lucky Thirteen Claim through joint venture arrangement or even the sale of part of the Lucky Thirteen Claim.  Neither of these avenues has been pursued as of the date of this Form 10-Q .

 

During the quarter we have done significant exploration work on the Lucky Thirteen Claim financed by our joint venture in which the joint venture partner pays for 100% of the costs and receives 50% of the net profit.

 

Since we do not presently have the requisite funds to explore and/or develop the Valolo Claim we may decide to attempt to sell this Claim. We do not intend to hire any employees at this time. All of the work on the Lucky Thirteen Claim has been conducted by independent contractors that we have hired. The independent contractors are have been under the direction of the Joint Ventured responsible for surveying, geology, engineering, exploration, and excavation. Our presidents along with independent experts are currently evaluating the information derived from the exploration and excavation activities, and the engineers will advise us on the economic feasibility of proceeding with gold and gravel extraction.

 

Trends

 

We are in the explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future unless we place a property in production.  We are unaware of any known trends, events or  uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described  in this section or in ‘Risk Factors’ on page 5.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

 

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

 

Liquidity and Capital Resources

 

As of October 31, 2013 our total assets were $1,704 and our total liabilities were $166,455.

 

Not including the cost of completing the exploration phase of our Lucky Thirteen Claim, our non-elective expenses over the next twelve months, are expected to be as follows:

 

Expense  Ref.  Estimated
Amount
       
Accounting and audit   (i)   $65,000 
Edgar filing fees   (ii)    6,000 
Filing fees – Nevada; Securities of State   (ii)    375 
Office and general expenses   (iv)    61,000 
Estimated expenses for the next  twelve months        132,375 
           
Account payable as at October 31, 2013        166,455 
Cash required for the next twelve months       $298,830 

 

 

Should the Joint Venture partner fail to fund the Lucky 13 Joint Venture, an additional $400,000 may be required to fund its Exploration Costs and Property Acquisition.

 

(i)           Accounting and audit

 

We will have to continue to prepare consolidated financial statements for submission with the various 10-K and 10-Q as follows:

 

Period  Form  Accountant  Auditor  Amount
             
January 31, 2013   10-Q     9,000    3,000    12,000 
April 30, 2013   10-Q     9,000    3,000    12,000 
July 31, 2013   10-K     9,000    20,000    29,000 
October 31, 2013   10-Q     9,000    3,000    12,000 
Estimated total       $36,000   $29,000   $65,000 

 

(ii)           Edgar filing fees

 

We will be required to file the annual Form 10-K estimated at $250 and the three Form 10-Qs at $250 each for a total cost of $1,000. Additional Form 8-K should cost an additional $1,000. The conversion costs to XBLR is estimated at $4,000.

 

(iii)           Filing fees in Nevada

 

To maintain the Company in good standing in the State of Nevada an annual fee of approximately $375 has been paid to the Secretary of State.

 

(iv)           Office and general

 

We have estimated a cost of approximately $25,000 for photocopying, printing, fax and delivery, travel, transfer agent and entertainment. Director Fees total $3,000 per month or $36,000. Total Office and General is estimated to be $61,000.

 

Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations or income from investments. As of July 31, 2012, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.

 

Three months ended October 31, 2013 and 2012

Expense  Reference  3 months ended
Oct. 31, 2013
  3 months ended
Oct. 31, 2012
Accounting and auditing   (i)    12,550    13,575 
Bank charges and interest        96    143 
Filing fees        —      1,000 
Legal   (ii)    —      2,817 
Management fees   (iii)    9,000    9,000 
News Releases   (iv)    260    4,445 
Office        187    203 
Transfer agent’s fees        —      305 
Travel   (v)    —      12,834 
TOTAL EXPENSES        22,093    44,322 

 

 

(i)           Audit and Accounting

 

Auditing and accounting expense represents the cost of the preparation of the financial statements for the year ended July 31, 2013 and 2012, were expensed in Q1.

 

(ii) Legal

 

Legal costs were for opinions on the Lucky 13 joint venture in 2012

 

(iii)           Management fees

 

In accordance with the consulting agreements entered into by the Company with its directors, Monthly consulting fees were paid at the rate of $1,500 per month for each director.

 

(iv)  News Releases

 

Several news releases were issued during the last year at a cost of $4,445.

 

 (v)           Travel

 

The travel fees increased to $12,834 in Q1 2012. This increase was due to exploration activities by Lucky Thirteen incurring during the quarter near Hope British Columbia. No travel costs in 2013  

 

Balance Sheets

 

Total cash and cash equivalents, as of October 31, 2013 was $1,704 and $12,940 as at July 31, 2013.  Our working capital deficiency as at October 31, 2013 was a $164,751 and as of July 31, 2013, $117,589.

 

Total stockholders’ deficiency as of October 31, 2013 was $117,186 and $95,092 as at July 31, 2013. Total shares outstanding as at October 31, 2013 and July 31, 2013 was 45,105,000.

 

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

 

Market Information

 

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.

 

The number of shares subject to Rule 144 is 23,625,000   Share certificates representing these shares have the appropriate legend affixed on them.

 

There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.

   

While our shares are traded on the OTCBB.  Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K.  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 filing during that time.

 

In the future our common stock trading price might be volatile with wide fluctuations.  Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

 

 

our variations in our operations results, either quarterly or annually;
   
trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;
   
the exploration results on the Valolo claim and/or Lucky Thirteen claim, and
   
other events which we have no control over.

   

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies.  These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance.  In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company.  Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

 

Trends

 

We are in the exploration stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or  uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, as more fully described under ‘Risk Factors’.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

 

Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, being Bob Hogarth. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

 

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

 

Internal controls are mechanisms that are there to help the Company manage risks to success.

 

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

 

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

 

As of October 31, 2013, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Management concluded, during the

 

 

quarter ended October 31, 2013, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.  Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

 

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

 

●              The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee,

 

●              The Company has limited segregation of duties which is not consistent with good internal control procedures.

 

●              The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future.  This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.

 

●              There are no effective controls instituted over financial disclosure and the reporting processes.

 

Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

 

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so.   By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee.   With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management.  By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

 

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

ITEM 4T.  CONTROLS AND PROCEDURES

 

There were no changes in Siga’s internal controls over financial reporting during the three months period  ending October 31, 2013 that have materially affected, or are reasonably likely to material affect, Siga’s internal control over financial reporting.

 

PART 11 – OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

 

There are no legal proceedings to which Siga is a party or to which the Valolo Gold Claim or the Lucky Thirteen Claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

 

 

ITEM 1A.  RISK FACTORS

 

An investment in our common stock involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding Siga contained in this Form 10-Q, you should consider many important factors in determining whether to purchase the shares in our Company.  The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares.

 

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 exploration activity or cease operations.

 

While we were incorporated in 2007, we have not yet conducted any exploration activities.  We have not generated any revenues. We have no exploration history upon which you can evaluate the likelihood of our future success or failure.  Our net loss from inception to October 31, 2013, the date of our most recent financial statements is $414,261.  Our ability to achieve profitability and positive cash flow in the future is dependent upon

 

  * our ability to locate a profitable mineral property
  * our ability to locate an economic ore reserve
  * our ability to develop and profitably mine a 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 property. We cannot guarantee we will be successful in generating revenues in the future. Failure to generate revenues may cause us to go out of business.

 

We have no known ore reserves and we cannot guarantee we will find any gold and/or silver mineralization or, if we find gold and/or silver mineralization, that it may be economically extracted. If we fail to find any gold and/or silver mineralization or if we are unable to find gold and/or silver mineralization that may be economically extracted, we will have to cease operations.

 

We have no known ore reserves. Even if we find gold and/or silver   mineralization   we cannot guarantee that any gold and/or silver mineralization   will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold and/or silver mineralization   in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold and/or silver   mineralization   is recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will cause us to cease operations.

 

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.

 

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our properties, the Valolo Claim and the Lucky Thirteen Claim, do not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of our shareholders’ investment.


  Although some of our officers and directors have technical training and experience in starting, and operating an exploration company and in managing a public company, we will still have to hire qualified personnel to fulfill these additional functions. If we lack funds to retain such personnel, or cannot locate qualified personnel, we may have to suspend or cease exploration activity or cease operations which will result in the loss of your investment.

 

If we don't raise enough capital for exploration, we will have to delay exploration or go out of business, which will result in the loss of our shareholders’ investment.

 

 

We estimate that, with funding committed by our management combined with our cash on hand, we do not have sufficient cash to continue operations for twelve months even if we only carry out Phase I of our planned exploration activity.  We are in the Exploration stage.  We need to raise additional capital to undertake Phase I.  We may not be able to raise additional funds.  If that occurs we will have to delay exploration or cease our exploration activity and go out of business which will result in the loss of our shareholders’ entire investment in our Company.

 

Since we are small and have limited capital, we must limit our exploration and as a result may not find an ore body . Without an ore body, we cannot generate revenues.

 

The possibility of development of and production from our exploration property depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified professional engineers and geologists.  We are a small company and do not have much capital.  We must limit our exploration activity unless and until we raise additional capital.  Any decision to expand our operations on our exploration property will involve the consideration and evaluation of several significant factors beyond our control.  These factors include, but are not limited to:

 

Market prices for the minerals to be produced;
Costs of bringing the Valolo and or the Lucky Thirteen Claims into production including exploration preparation of production feasibility studies and construction of production facilities;
Political climate and/or governmental regulations and controls;
Ongoing cost of production;
Availability and cost of financing; and
Environmental compliance regulations and restraints.

 

These types of programs require substantial capital. Because we may have to limit our exploration, we may not find an ore body, even though our property may contain mineralized material. Without an ore body, we cannot generate revenues.

 

  Because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic which may result in periodic interruptions or suspensions of exploration .

 

Our President devotes 90% of his available working time, approximately 50 hours per month, to our business.   Because our officers and directors have other outside business activities and may not be in a position to devote all their time to our exploration activity, our exploration activity may be sporadic or may be periodically interrupted or suspended.   Such suspensions or interruptions may cause us to cease operations altogether and go out of business.

 

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 exploration activity.

 

We have made no attempt to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we begin to undertake exploration activity, expected later this year. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of equipment and/or supplies we need to conduct our planned exploration work.  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.

 

No matter how much money is spent on the Valolo Claim or the Lucky Thirteen, the risk is that we might never identify a commercially viable ore reserve.

 

Over the coming years, we might expend considerable capital on exploration of the Valolo Claim or the Lucky Thirteen Claim without finding anything of value.  It is very likely the Valolo Claim and the Lucky Thirteen Claim do not contain any reserves so any funds spent on exploration will probably be lost.  No matter how much money is spent on these Claims, we might never be able to find a commercially viable ore reserve.

 

 

 

Even if our property were found to contain a deposit, since we have not put a mineral deposit into production before, we will have to acquire outside expertise. If we are unable to acquire such expertise we may be unable to put our property into production and our shareholders will lose their entire investment.

 

Our ability in placing mineral deposit properties into production will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that we will have available to us the necessary expertise when and if we place a mineral deposit into production.

 

Mineral exploration and development activities are inherently risky and we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of your investment.

 

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production.  Most exploration projects do not result in the discovery of commercially mineable deposits of ore.  The Valolo Claim and the Lucky Thirteen Claim, do not have a known body of commercial ore. Should our mineral claim be found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Unusual or unexpected formations, formation pressures, fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. There are also physical risks to the exploration personnel working in the rugged terrain of our claim. Previous mining exploration activities may have caused environmental damage to the Valolo Claim or the Lucky Thirteen Claim. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective.

 

 Even with positive results during exploration, the Valolo Claim or the Lucky Thirteen Claim, might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.

 

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible.  If the cost of extracting any minerals that might be found on the is in excess of the selling price of such minerals, we would not be able to develop the claim.  Accordingly even if ore reserves were found, without sufficient tonnage we would still not be able to economically extract the minerals from the claim in which case we would have to abandon the Valolo Claim or the Lucky Thirteen and seek another mineral property to develop, or cease operations altogether.

 

Risks Associated with our Shares:

 

Our officers and directors own a substantial amount of our common stock and will have substantial influence over our operations.

 

Our previous directors and officers currently own 26,250,000 shares of common stock representing approximately 60% of our outstanding shares.  Our previous directors and officers have registered for resale under an effective registration statement 2,625,000 of their shares.  Assuming that such directors and officers sell their 2,625,000 shares, they will still own 23,625,000 shares of common stock representing approximately 54% of our outstanding shares.  As a result, they will have substantial influence over our operations and can effect certain corporate transactions without further shareholder approval.  This concentration of ownership may also have the effect of delaying or preventing a change in control.

 

We anticipate the need to sell additional treasury shares in the future meaning that there will be a dilution to our existing shareholders resulting in their percentage ownership in the Company being reduced accordingly.

 

 

We may seek additional funds through the sale of our common stock.  This will result in a dilution effect to our shareholders whereby their percentage ownership interest in our Company is reduced.  The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.

 

Since our securities are subject to penny stock rules, you may have difficulty reselling your shares .

 

Our shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

 

Forward Looking Statements

 

In addition to the other information contained in this Form 10-Q, it contains forward-looking statements which involve risk and uncertainties.  When used in this prospectus, the words “may”, “will”, “expect”, “anticipate”, “continue”, “estimate”, “project”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect our future plan of operations, business strategy, operating results and financial position.  Readers are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results  could differ materially from the results expressed in or implied by these forward-looking statements as a result of various factors, many of which are beyond our control.  Any reader should review in detail this entire Form 10-Q including financial statements, attachments and risk factors before considering an investment.

 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There has been no change in our securities since the fiscal year ended July 31, 2013.

 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

There have been no matters brought forth to the securities holders to vote upon during this quarter.

 

ITEM 5.  OTHER INFORMATION

 

None

 

 

ITEM 6.  EXHIBITS

 

Exhibits

 

The following exhibits are included as part of this report by reference:

3   Corporate Charter (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
3(i)   Articles of Incorporation (incorporated by reference from Siga’s registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
3(ii)   By-laws (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
4   Stock Specimen (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration
10.1   Transfer Agent and Registrar Agreement (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
10.2   Corporate Acquisition Agreement between Siga, Touchstone Ventures Ltd, and Touchstone Precious Metals,  Inc  dated September 24, 2010 (incorporated by reference from Siga’s Form 10K for the year ended July 31, 2010)
10.3   Letter Agreement dated May 15, 2010 between Peter Osha and Touchstone Precious Metals, Inc. regarding the Option to Purchase the Lucky Thirteen Claim from Peter Osha. (incorporated by reference from Siga’s Form 10K for the year ended July 31, 2010)
10.4   Extension Agreement dated October 14, 2010 between Peter Osha, Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Siga Resources Inc. (incorporated by reference from Siga’s Form 10Q for the Quarter ended October 31, 2010)
10.5   Property Acquisition and Royalty Agreement dated January 16, 2011 between Siga Resources Inc. and Peter Osha   (incorporated by reference from Siga’s Form 10Q for the Quarter ended January 31, 2011)
10.6   Joint Venture Agreement dated May 12, 2011 between Big Rock Resources Ltd. and Siga Resources Inc.  regarding the development of the Lucky Thirteen Claim. (incorporated by reference from Siga’s Form 8K filed May 14, 2011)
10.7   Letter of Intent dated June 14, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga’s Form 8K filed June20, 2011).
10.8   Revised Acquisition Agreement dated July 7, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga’s Form 8K filed July 12, 2011).
10.9   Joint Venture Agreement dated July 22, 2011 between Bentall Fairview Resources Ltd.. and Siga Resources Inc.  regarding the development of the Big Bear Claims. (incorporated by reference from Siga’s Form 8K filed July 22, 2011).
10.10   Property Acquisition and Royalty Agreement dated September 20, 2011 between Siga Resources Inc. and Laguna Finance Ltd. regarding the acquisition of the Moutauban Gold Tailing Claims located in near Quebec City, Canada (incorporated by reference from Siga’s Form 8K filed September 28, 2011)
31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Bob Hogarth
31.2  

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Bob Hogarth

32.1   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bob Hogarth
32.2   Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Bob Hogarth
33-0   XBRL Report No. (333-145879)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  SIGA RESOURCES, INC.
       (Registrant)
   
   
Date:  January 6, 2014 BOB HOGARTH                                                                 
  Chief Executive Officer, President and Director
 

Chief Financial Officer, Chief Accounting

Officer, Secretary and Director