SANBORN RESOURCES, LTD.
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(A DEVELOPMENT STAGE COMPANY)
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BALANCE SHEETS
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ASSETS
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March 31,
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December 31,
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2014
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2013
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Current Assets:
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Cash and cash equivalents
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$
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1,173
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$
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17,094
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|
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Total Assets
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$
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1,173
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$
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17,094
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LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities:
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Accounts payable and accrued expenses
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$
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11,386
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$
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20,539
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Notes payable - related party
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28,600
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-
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Total Current Liabilities
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39,986
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20,539
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Commitments and Contingencies
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-
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-
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Stockholders' Deficit:
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Preferred stock, par value $0.0001 per share, 20,000,000 shares
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-
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-
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authorized; no shares issued and outstanding at March 31, 2014 and
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December 31, 2013, respectively
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Common stock, par value $0.0001 per share, 1,000,000,000 shares
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authorized; 42,674,381 and 42,381,281 shares issued and
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outstanding as of March 31, 2014 and December 31, 2013, respectively
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4,531
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4,238
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Additional paid-in capital
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163,919
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152,488
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Accumulated deficit during development stage
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(207,263
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)
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(160,171
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)
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Total stockholders' deficit
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(38,813
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)
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(3,445
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)
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Total Liabilities and Stockholders' Deficit
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$
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1,173
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$
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17,094
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The accompanying notes are an integral part of the financial statements
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SANBORN RESOURCES, LTD.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF OPERATIONS
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May 17, 2011
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For the Three Months Ended
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(Inception) to
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March 31,
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March 31,
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2014
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2013
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2014
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Revenue
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$
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-
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$
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-
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$
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-
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Cost of goods sold
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-
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-
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-
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Gross profit
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-
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-
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-
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Operating Expenses:
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Professional fees
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41,259
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19,783
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353,127
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Compensation expense
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-
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15,000
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61,600
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Consulting fees
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-
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-
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24,700
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Travel
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31
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4,301
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19,951
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General and administrative
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5,802
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14,314
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44,396
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Total operating expenses
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47,092
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53,398
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503,774
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Net loss from operations
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(47,092
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)
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(53,398
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)
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(503,774
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)
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Other Expenses
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Interest expense
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-
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(4,340
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)
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(77,795
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)
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Total other expenses
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-
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(4,340
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)
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(77,795
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)
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Loss from continuing operations before provision for income taxes
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(47,092
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)
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(57,738
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)
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(581,569
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)
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Provision for Income Taxes
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-
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-
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-
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Loss from continuing operations
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(47,092
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)
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(57,738
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)
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(581,569
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)
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Gain on sale of subsidiary
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-
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-
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463,622
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Gain (loss) from discountinued operations, net of tax
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-
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-
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(89,316
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)
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Net Loss
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$
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(47,092
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)
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$
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(57,738
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)
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$
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(207,263
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)
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Basic earnings (loss) per common share:
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Net loss from continuing operations
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$
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(0.00
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)
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$
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(0.00
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)
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Net income from discontinued operations
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-
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0.00
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$
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(0.00
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)
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$
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(0.00
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)
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Weighted Average Number of Common Shares
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Outstanding - Basic and Diluted
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42,624,343
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240,000,000
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The accompanying notes are an integral part of the financial statements
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SANBORN RESOURCES, LTD.
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(A DEVELOPMENT STAGE COMPANY)
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STATEMENTS OF CASH FLOWS
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May 17, 2011
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For the Three Months Ended
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(Inception) to
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|
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March 31,
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March 31,
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2014
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2013
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2014
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$
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(47,092
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)
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$
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(57,738
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)
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$
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(207,263
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)
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Adjustments to reconcile net loss to net cash
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provided by (used in) by operating activities:
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Depreciation and amortization
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-
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21,926
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Shares issued for services
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8,000
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-
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47,380
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Loss on foreign currency
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-
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-
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4,124
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Gain from sale of discontinued operations
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-
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-
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(463,622
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)
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Changes in net assets and liabilities:
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Trade and other receivables
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-
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-
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9,353
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Deferred offering costs
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|
-
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|
|
|
-
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|
-
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Prepaid expenses
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|
-
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|
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|
(18,095
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)
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|
767
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|
Accrued interest payable
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|
-
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4,340
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|
|
|
-
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|
Accounts payable and accrued expenses
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|
(5,429
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)
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|
599
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64,606
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|
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|
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|
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Net Cash Used in Operating Activities
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(44,521
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)
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(70,894
|
)
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(522,729
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)
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CASH FLOWS FROM INVESTING ACTIVITIES:
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|
|
|
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|
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Issuance of note receivable
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|
-
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|
(10,000
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)
|
|
|
(10,000
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)
|
Payment received on note receivable
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|
-
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|
|
|
-
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|
10,000
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|
Cash acquired in acquisition
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|
-
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|
|
|
-
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|
|
|
-
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|
Cash used in acquisition
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|
|
-
|
|
|
|
-
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|
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|
(700,000
|
)
|
|
|
|
|
|
|
|
|
|
|
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Net Cash Used in Investing Activities
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|
|
-
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|
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|
(10,000
|
)
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|
|
(700,000
|
)
|
|
|
|
|
|
|
|
|
|
|
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CASH FLOWS FROM FINANCING ACTIVITIES:
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|
|
|
|
|
|
|
|
|
|
|
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Proceeds from notes payable
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|
28,600
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|
|
|
100,000
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|
|
|
1,093,600
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|
Proceeds from notes payable - related party
|
|
|
-
|
|
|
|
-
|
|
|
|
12,956
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|
Proceeds from loans
|
|
|
-
|
|
|
|
-
|
|
|
|
48,093
|
|
Contributed capital
|
|
|
-
|
|
|
|
-
|
|
|
|
18,753
|
|
Proceeds from the sale of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
50,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
28,600
|
|
|
|
100,000
|
|
|
|
1,223,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (decrease) in Cash
|
|
|
(15,921
|
)
|
|
|
19,106
|
|
|
|
1,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - Beginning of Year
|
|
|
17,094
|
|
|
|
2,346
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - End of Year
|
|
$
|
1,173
|
|
|
$
|
21,452
|
|
|
$
|
1,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
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Cash paid during the period for:
|
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|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for services
|
|
$
|
8,000
|
|
|
$
|
-
|
|
|
$
|
47,380
|
|
Common stock issued for conversion of accounts payable
|
|
$
|
3,724
|
|
|
$
|
-
|
|
|
$
|
3,724
|
|
Common stock issued for conversion of note payable
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
48,093
|
|
Notes payable assumed in connection with sale of subsidiary
|
|
$
|
1,065,000
|
|
|
$
|
-
|
|
|
$
|
2,130,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the financial statements
|
|
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Sanborn Resources, Ltd., formerly Universal Tech Corp. (the Company), was incorporated under the laws of the State of Delaware on May 17, 2011. The Companys business was in the field of direct marketing and sale of art.
On March 4, 2013, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to, among other things, (1) effect a one hundred for one (100:1) forward split of the Companys common stock, (2) change the name of the Company to Sanborn Resources, Ltd. and (iii) change the authorized stock to one billion (1,000,000,000) shares of common stock and twenty million (20,000,000) shares of preferred stock. All share and per share values for all periods presented in the accompanying financial statements are retroactively restated for the effect of the forward split.
On April 17, 2013 and effective on April 3, 2013, Inti Holdings Limited (Inti Holdings), a corporation incorporated on January 8, 2013 pursuant to the laws of the Cayman Islands (Inti Holdings), and a newly formed wholly owned subsidiary of the Company, purchased 100% of the outstanding capital stock of Rae Wallace Peru S.A.C., a corporation formed under the laws of Peru (Rae Wallace), pursuant to the terms of a Share Purchase Agreement by and among Inti Holdings, Rae Wallace and Rae-Wallace Mining Company and George Cole, the sole shareholders of Rae Wallace (the Rae Wallace Shareholders, and the agreement, the Share Purchase Agreement). In consideration for the acquisition of Rae Wallace, Inti Holdings paid the Rae Wallace Shareholders an aggregate purchase price of $700,000. Rae Wallace is the owner of certain properties and mineral rights located in Peru. Certain of these properties are subject to third party royalty payments from the sale or disposition of all minerals produced by such covered properties. Following the acquisition, the Company discontinued its marketing and sale of art business and had intended to focus its efforts on mining and minerals in Peru.
Effective December 30, 2013, the Company entered into a Stock Purchase Agreement (the Agreement) whereby the Company transferred all of its shareholdings of its wholly owned subsidiary, Inti Holdings, to Tuscan Capital, Ltd., a corporation formed under the laws of the Cayman Islands (
Tuscan
). Pursuant to the Agreement, as partial consideration for the Companys transfer of all of the issued and outstanding shares of common stock of Inti Holdings, Tuscan consented to the assignment and assumption of all obligations and amounts due pursuant to three promissory notes in which the Company borrowed a total of $150,000. All of the note holders have signed consents to such assignments to Tuscan, and therefore, the Company is no longer indebted for such amounts due thereunder. Additionally, as consideration of the transfer of all of the issued and outstanding shares of common stock of Inti Holdings to Tuscan, Tuscan has released and cancelled three promissory notes in which Tuscan had loaned the Company a total of $915,000. As a result, promissory notes in an aggregate amount of $1,065,000 have been cancelled and the Company has satisfied its obligations under these notes. Consequently, on December 30, 2013, Inti Holdings is no longer a subsidiary of the Company and no longer holds any ownership interest in Rae Wallace. The Company intends to discontinue its efforts on mining and mineral business.
Nature of operations
The Company recently sold off its wholly owned subsidiary and is contemplating a change in business direction.
SANBORN RESOURCES, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Basis of presentation
The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information.
The unaudited interim financial statements should be read in conjunction with the Companys Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended December 31, 2013.
Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the three months ended March 31, 2014 are not necessarily indicative of results for the full fiscal year.
Year end
The Companys year end is December 31.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
Revenue recognition
We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.
Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
SANBORN RESOURCES, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based compensation
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, bank overdraft and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Level 1:
The preferred inputs to valuation efforts are quoted prices in active markets for identical assets or liabilities, with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
Level 2
:
FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as unobservable, and limits their use by saying they shall be used to measure fair value to the extent that observable inputs are not available. This category allows for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Earlier in the standard, FASB explains that observable inputs are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
Recent pronouncements
The Company has evaluated the recent accounting pronouncements through May 2014 and believes that none of them will have a material effect on the companys financial statements.
NOTE 2 GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss from continuing operations for the three months ended March 31, 2014 of $42,092. As of March 31, 2014, the accumulated deficit was $207,263. In addition, the Companys activities during the six months ended September 30, 2013 have been financially sustained through equity financing.
SANBORN RESOURCES, LTD.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2 GOING CONCERN (CONTINUED)
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 3 RELATED PARTY TRASACTIONS
During the three months ended March 31, 2014, the Company received a loan from a shareholder of the Company totaling $28,600. The loan is due in one year and has a stated interest rate of 0% per annum. The Company analyzed the imputed interest on this loan and has determined that it is immaterial and no interest has been recorded.
NOTE 4 STOCKHOLDERS EQUITY
The Company is authorized to issue 20,000,000 shares of its $0.0001 par value preferred stock and 1,000,000,000 shares of its $0.0001 par value common stock.
Common stock
In January 2014, the Company issued 93,100 shares of common stock in exchange for the settlement of accounts payable totaling $3,724.
In January 2014, the Company issued 200,000 shares of common stock in exchange for legal services totaling $8,000.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
Our Business and Recent Events
Sanborn Resources, Ltd. (formerly Universal Tech Corp.) was incorporated under the laws of the State of Delaware on May 17, 2011.
On March 4, 2013, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to, among other things, (1) effect a one hundred for one (100:1) forward split of our common stock, (2) change the name of the Company to Sanborn Resources, Ltd. from Universal Tech Corp. and (iii) change our authorized stock to one billion (1,000,000,000) shares of common stock, par value $0.0001 per share, and twenty million (20,000,000) shares of preferred stock, par value $0.0001 per share. In May of 2013, we cancelled 199,750,000 shares of our common stock owned by James Davidson.
Rae Wallace
On April 17, 2013, Inti Holdings Limited, a corporation incorporated pursuant to the laws of the Cayman Islands (Inti Holdings), and a newly formed wholly owned subsidiary of the Company, purchased, effective April 3, 2013, 100% of the outstanding capital stock of Rae Wallace Peru S.A.C., a corporation formed under the laws of Peru (Rae Wallace), pursuant to the terms of a Share Purchase Agreement by and among Inti Holdings, Rae Wallace and Rae-Wallace Mining Company and George Cole, the sole shareholders of Rae Wallace (the Rae Wallace Shareholders, and the agreement, the Share Purchase Agreement). In consideration for the acquisition of Rae Wallace, Inti Holdings paid the Rae Wallace Shareholders an aggregate purchase price of $700,000. Rae Wallace is the owner of certain properties and mineral rights located in Peru. Certain of these properties are subject to third party royalty payments from the sale or disposition of all minerals produced by such covered properties. Following the acquisition, we intended to focus our efforts on mining and minerals in Peru.
Effective December 30, 2013, we entered into a Stock Purchase Agreement, as filed with the SEC on January 13, 2014, in which, in exchange for the consideration as detailed below, we transferred all of our shareholdings of our holly owned subsidiary Inti Holdings Limited, a corporation formed under the laws of the Cayman Islands (
Inti
) to Tuscan Capital, Ltd., a corporation formed under the laws of the Cayman Islands (
Tuscan
).
Pursuant to the Agreement, as partial consideration for the Corporations transfer of all of the issued and outstanding shares of common stock of Inti, Tuscan consented to the assignment and assumption of all obligations and amounts due pursuant to three promissory notes in which the Corporation borrowed a total of $150,000 USD. All of the note holders have signed consents to such assignments to Tuscan, and therefore, the Corporation is no longer indebted for such amounts due thereunder. Additionally, as consideration of the transfer of all of the issued and outstanding shares of common stock of Inti to Tuscan, Tuscan has released and cancelled three promissory notes in which Tuscan had loaned the Corporation a total of $915,000 USD.
As reported with the Securities and Exchange Commission in a Current Report on Form 8-K on April 23, 2013, Inti, a wholly owned subsidiary of the Corporation, through a Share Purchase Agreement, purchased 100% of the outstanding capital stock of Rae Wallace Peru S.A.C., a corporation formed under the laws of Peru (
Rae Wallace
). Rae Wallace is the owner of certain properties and mineral rights located in Peru. Certain of these properties are subject to third party royalty payments from the sale or disposition of all minerals produced by such covered properties.
Additional Equity Raises
As of March 31, 2014, we had approximately $1,173 in cash. As a result, we are investigating alternative business opportunities.
During the three months ended March 31, 2014, the Company received a loan from a shareholder of the Company totaling $28,600. The loan is due in one year and has a stated interest rate of 0% per annum. The Company analyzed the imputed interest on this loan and has determined that it is immaterial and no interest has been recorded.
Critical Accounting Policies and Estimates
While our significant accounting policies are more fully described in Note 1 to our financial statements for the three months ended March 31, 2014, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated 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. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.
Development Stage Company
We are presented as a development stage company. Activities during the development stage include organizing the business and raising capital. We are a development stage company with insignificant revenues and no profits. The Company has not commenced significant operations and, in accordance with ASC Topic 915 Development Stage Entities, is considered a development stage company.
Principles of Consolidation
The unaudited consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America and present the financial statements of the Company and our wholly-owned subsidiaries. In the preparation of our unaudited consolidated financial statements, intercompany transactions and balances are eliminated.
Long-Lived Assets
We review for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets. An impairment is considered to exist when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the assets estimated fair value and its carrying amount.
Results of Operations
For the three months ended March 31, 2014 and 2013, operating expenses were $47,092 and $53,398, respectively.
Operating expenses were $47,092 for the three months ended March 31, 2014, as compared to $53,398 for the three months ended March 31, 2013. The decrease in expenses was primarily attributable to an change in business direction
For the three months ended March 31, 2014 and 2013, we incurred a net loss of $47,092 and $57,738, respectively. Our cumulative net loss during the period from May 17, 2011 (inception) through March 31, 2014 was $207,263.
Liquidity and Capital Resources
As of March 31, 2014, our current assets were $1,173 and our current liabilities were $39,986, resulting in working capital deficit of $38,813. We have been funding our operations through debt from a related party.
Operating Activities
For the three
months ended March 31, 2014
, net cash flows used in operating activities was $44,521 and was primarily attributable to our net loss of $47,092 add back by total changes in assets and liabilities of $5,429 due to a decrease in accounts payable of $5,429 and stock issued for services of $8,000. For the three
months ended March 31, 2013
, net cash flows provided by operating activities was $70,894 and was primarily attributable to our net loss of $57,738 add back by total changes in assets and liabilities of $13,156.
Investing Activities
Net cash flows used in investing activities were $0 for the three months ended March 31, 2014.
Financing Activities
Net cash flows provided by financing activities were $28,600 for the three months ended March 31, 2014. We received net proceeds from a loan;For the three months ended March 31, 2013, net cash provided by financing activities was $10,000 which was received from a loan.
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern in their audit opinion for the year ended December 31, 2013. We estimate that based on current plans and assumptions, that our available cash is insufficient to satisfy our cash requirements for the next 12 months. We presently have no other alternative source of working capital. We may not have sufficient working capital to provide working capital necessary for our ongoing operations and obligations for the next 12 months. As of March 31, 2014, we had $1,173 available in cash.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.