UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
Amendment
#1
[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934 |
For
the fiscal year ended July 31, 2013
[ ] |
TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transaction period from ______________ to ______________
Commission
File Number: 333-145879
SIGA
RESOURCES, INC. |
(Exact
name of registrant as specified in charter) |
Nevada
|
|
74-3207964
|
State
or other jurisdiction of incorporation or organization |
|
(I.R.S.
Employee I.D. No.) |
573
Monroe Blvd, Painesville, OH |
|
42077 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number (216) 408-9423
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each share |
Name
of each exchange on which registered |
None
|
None
|
Securities
registered pursuant to Section 12 (g) of the Act:
None
(Title
of Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act [ ] Yes
[X] No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. [X] Yes [ ]
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the 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 has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]
Yes [ ] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements
incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a 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]
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recent completed second fiscal quarter. On January 31, 2013, the market value of the 22,065,000
shares held by non-affiliates was $238,302.
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
June
4, 2015: 45,105,000 common shares Of these shares 22,065,000 are held by third parties. The market value of these shares is $63,988.
DOCUMENTS
INCORPORATED BY REFERENCE
Listed
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any
prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described
for identification purposes.
Contents
PART
I
ITEM
1. BUSINESS
History
and Organization
Siga
Resources, Inc.(“Siga”, the “company” or “we”) was incorporated in the State of Nevada on
January 18, 2007, and established a fiscal year end of July 31. We do not have any subsidiaries or affiliated companies. On April
9, 2015, the Company has entered into a Letter of Intent with Flex Mining Ltd., whereby it will pay $10,000 within six months,
and issue to Flex Mining Ltd. 1,800,000 shares of common stock of the Company, as compensation for entering into an earn-in agreement
where, by making capital expenditure of up to $1,000,000 over three years on the Big Monty Claims. Flex Mining Ltd. owns 100%
of six claims named the Big Monty Claims in the historic Abitibi Greenstone Belt. This earn-in agreement is subject to the Company
reverse splitting the shares on the basis of one new share for every 200 existing shares and changing the name of the Company
to Gold Lakes Corp. The Company is currently conducting its due diligence and the parties have agreed to enter into a Definitive
Agreement by after the reverse split. Previously, the Company had two projects one the Valolo Claim in the Philippines, and the
second a joint venture project on the Lucky Thirteen Claim.
We
engaged in the search for gold and related minerals and have not generated any operating revenues since inception. We have not
made our payments to secure our claim called the Lucky 13 Claim located in Hope, British Columbia, where we have completed exploration
and testing work to see whether or not we have an economic resource. As we have not made the scheduled property payments we are
in breach of our agreement to this claim we have defaulted on this claim.
With
respect to the Valolo Claim in the Philippines, the Claim has expired.
We
have incurred losses since inception and we must raise additional capital to fund our operations. There is no assurance we will
be able to raise this capital or that if we raise the capital that the oral agreement to extend the payment terms will be honored.
There
is no assurance that a commercially viable mineral deposit, a reserve, exists on our mineral claim or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility.
Such work could take many years of exploration and would require expenditure of very substantial amounts of capital, capital we
do not currently have and may never be able to raise.
Our
initial holding was a 100% interest in the Valolo Gold Claim located in the Republic of Fiji. Siga acquired the Valolo Claim for
the sum of $5,000.
Siga
entered into a purchase agreement with Peter Osha on January 15, 2011 to earn a 100% interest in a placer gold project near Hope,
British Columbia, Canada. Our investment is hereinafter referred to as the Lucky Thirteen Claim. Siga entered into a 50/50 joint
venture on the Lucky Thirteen Claim with Big Rock Resources Inc. on May 2011 and Siga and commenced evaluating the Lucky Thirteen
Property as the operator of the Joint Venture until February 2012 when Big Rock Resources Inc. announced that it would be unable
to complete the promised financing. Subsequent to the resignation of our previous director, Mr. Bob Hogarth, in November 2014,
we are not proceeding with the purchase agreement with Peter Osha. We have spent through the joint venture approximately $400,000
on a work program on the Luck Thirteen Claim.
As
of the date of this Form 10K, we are planning on conducting exploration activities on the Big Monty Claims.
We
have no full time employees and our management devotes a percentage of their time to the affairs of our Company. Our website is
www.sigaresourcesinc.com.
Our
administrative office is located at 573 Monroe Blvd, Painesville, OH 44077. Our telephone number is (216) 408-9423.
Presently
our outstanding share capital is 45,105,000 common shares. We have no other type of shares either authorized or issued.
Our
current auditors have expressed substantial doubt about our ability to continue as a going concern in their audit report attached
to the financial statements. We have $nil cash as at July 31, 2013 and have liabilities of $259,767. Since
our inception we have incurred accumulated losses of $638,117. We anticipate minimum operating expenses for the next
twelve months of $187,142. It is extremely unlikely we will earn any revenue for a minimum of 5 years. We
do not have any employees either full or part time.
Siga
is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such
as Form 10-K and Form 10-Qs.
The
shareholders may read and copy any material filed by Siga with the SEC at the SEC’s Public Reference Room at 100 F Street,
N.E., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other
information which Siga has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.
Planned
Business
The
following discussion should be read in conjunction with the information contained in the financial statements of Siga and the
notes, which forms an integral part of the financial statements, which are attached hereto.
The
financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United
States of America and are stated in United States dollars.
This
Form 10-K also contains forward-looking statements that involve risks and uncertainties. If any of the events or circumstances
described in the following risks actually occurs, our business, financial condition, or results of operations could be materially
adversely affected and the price of our common stock could decline on the OTC Bulletin Board (the “OTCBB”).
ITEM
1A. RISK FACTORS
Risks
Associated with our Company:
1.
|
Because
our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we
may not be able to achieve our objectives and may have to suspend or cease exploration activity. |
Our
auditors’ report on our 2013 financial statements expressed an opinion that substantial doubt exists as to whether we can
continue as an ongoing business for the next twelve months. Because our officers and directors are unwilling to commit to loan
or advance capital to us, we believe that if we do not raise additional capital through the issuance of treasury shares, we will
be unable to conduct exploration activity and may have to cease operations and go out of business.
2.
|
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 prospective properties,
the Big Monty Claims, does 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.
3.
|
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. |
We
were incorporated in 2007, have not yet conducted any exploration activities and have not generated any revenues. We have an insufficient
exploration history upon which to properly evaluate the likelihood of our future success or failure. Our net loss from inception
to July 31, 2013, the date of our most recent audited financial statements, is $638,117. Our ability to achieve and maintain 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 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 will cause us to go out of business.
4.
|
We
have no known ore reserves. Without ore reserves we cannot generate income and if we cannot generate income we will have to
cease exploration activity which will result in the loss of our shareholders’ investment. |
We
have no known ore reserves. Even if we find gold mineralization we cannot guarantee that any gold mineralization will be of sufficient
quantity so as to warrant recovery. Additionally, even if we find gold mineralization in sufficient quantity to warrant recovery,
we cannot guarantee that the ore will be recoverable. Finally, even if any gold mineralization is recoverable, we cannot guarantee
that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will mean we cannot
generate income. If we cannot generate income we will have to cease exploration activity, which will result in the loss of our
shareholders’ investment.
5.
|
If
we don’t raise enough money 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, 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 on the Big Monty Claims. 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.
6.
|
Because
we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body. Without
an ore body, we cannot generate revenues and our shareholders will lose their investment. |
Any
potential 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 engineers and geologists. Because we are small 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 including, but not limited
to:
●
|
Costs
of bringing the property into production including exploration preparation of production feasibility studies, and construction
of production facilities; |
|
|
●
|
Availability
and cost of financing; |
|
|
●
|
Ongoing
costs of production; |
|
|
●
|
Market
prices for the minerals to be produced; |
|
|
●
|
Environmental
compliance regulations and restraints; and |
|
|
●
|
Political
climate and/or governmental regulations and controls. |
Such
programs will require very substantial additional funds. 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 and our shareholders
will lose their entire investment in our Company.
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.
Competition
and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We have not attempted 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
are able to raise the requisite capital. 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.
7.
|
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
one officer, our President will be devoting only 15% of his time, approximately 24 hours per month, to our business. As a consequence
of the limited devotion of time to the affairs of our Company expected from management, our business may suffer. For example,
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 or may be periodically interrupted or suspended.
Such suspensions or interruptions may cause us to cease operations altogether and go out of business.
8. |
Because
mineral exploration and development activities are inherently risky, 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. At present, the Big Monty Claims, does not have a known body of commercial ore. Unusual or unexpected
formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability
to obtain suitable or adequate machinery, equipment or labor 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. Previous mining exploration activities
may have caused environmental damage to the Big Monty Claims. 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. If the Big Monty Claims is found to have commercial quantities of ore, we would be subject to additional risks
respecting any development and production activities. Most exploration projects do not result in the discovery of commercially
mineable deposits of ore.
9. |
No
matter how much money is spent on our Mineral Claim, the risk is that we might never identify a commercially viable ore reserve.
|
No
matter how much money is spent over the years on the Big Monty Claims, we might never be able to find a commercially viable ore
reserve. Over the coming years, we could spend a great deal of money on the Big Monty Claims without finding anything of value.
There is a high probability the Big Monty Claims do not contain any reserves so any funds spent on exploration will probably be
lost.
10. |
Even
with positive results during exploration, the Mining Claims 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
Big Monty Claims is in excess of the selling price of such minerals, we would not be able to develop the Big Monty Claims. Accordingly
even if ore reserves were found on the Big Monty Claims, without sufficient tonnage we would still not be able to economically
extract the minerals from the Big Monty Claims in which case we would have to abandon the Big Monty Claims and seek another mineral
property to develop, or cease operations altogether.
Risks
Associated with owning our Shares:
13. |
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
expect that the only way we will be able to acquire additional funds is through the sale of our common stock. This will result
in a dilution effect to our shareholders whereby their percentage ownership interest in the 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.
14. |
We
have settled liabilities of the Company by entering into Convertible Debentures and Settlement Agreements which have a significant
dilution effect on our shareholders. |
We
have entered into Convertible Debentures Agreements with our creditors which could result in the issuance of 127,600,000 additional
shares. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is
reduced. Further agreements could be entered into.
15. |
Because
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-K, it contains forward-looking statements which involve risk and uncertainties.
When used in this Form 10-K, 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 result 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-K including financial statements, attachments
and risk factors before considering an investment.
ITEM
1B. UNRESOLVED STAFF COMMENTS
There
are no unresolved staff comments outstanding at the present time.
ITEM
2. PROPERTIES
Our
mineral properties are a letter of intent to acquire the:
Big
Monty Claims
We
have entered into a letter of intent with Flex Mining Ltd. to enter into an Earn-In on Flex Mining’s Big Monty Claims.
The
Big Monty Claims consist of the following 7 mining claims in Northern Ontario:
Mining
Claim # | | |
# of 16HA
Claim Units | | |
# of
Hectares | | |
# of Acres | |
| 4256641 | | |
| 16 | | |
| 256 | | |
| 633 | |
| 4256642 | | |
| 16 | | |
| 256 | | |
| 633 | |
| 4256644 | | |
| 6 | | |
| 96 | | |
| 237 | |
| 4256645 | | |
| 9 | | |
| 144 | | |
| 356 | |
| 4256646 | | |
| 11 | | |
| 176 | | |
| 435 | |
| 4256647 | | |
| 12 | | |
| 192 | | |
| 475 | |
| | | |
| 70 | | |
| 1,120 | | |
| 2,768 | |
Location
and Access
The
Big Monty Claims is located approximately 70 kilometers (44 miles) north of Kirkland Lake, Ontario, and 68 kilometers east of
Timmins, Ontario (42 miles). It is located approximately 10 kilometers (6 miles) east of Matheson, Ontario. The area covered by
the Claim is an active mineral exploration and development region with plenty of heavy equipment and operators available for hire.
Both Kirkland Lake and Timmins can provide all necessary amenities and supplies including, fuel, helicopter services, hardware,
drilling companies and assay services. Access to our Claim is via major highway east of Matheson. No water is required for the
purposes of our planned exploration work. No electrical power is required at this stage of exploration. Any electrical power that
might be required in the foreseeable future could be supplied by gas powered portable generators.
The
claim’s terrain is rugged with mountain forests growth throughout.
Property
Geology
Bedrock
outcrops were found to be generally rare across all of the claims. This was due to vegetation and glacial till. Portions of the
claims have been logged in recent years; particularly the northern portion of claim 4256645 and claims 4256646 and 4256647. However
the logged areas have re-vegetated with first generation plants (grasses, pines, scrub oaks, sumac, etc.) making it difficult
to find bedrock exposures. Also a significant portion of the claims area is covered with a veneer of glacial till of varying thicknesses.
The till is described as a fine to medium grain arkosic sand with occasional pebble and gravel size clasts. This till dominates
claims area south of the North Branch of the Porcupine-Destor Fault. The available bedrock outcrops are primarily found on claims
4255645, 4255646 and 4255647 due to recent logging and the glacial till being locally thinner at these claims. The observed bedrock
is a massive fine-grained mafic volcanic rocks intruded with mafic rock characterized by pillow structures. Also observed was
a northwest/southeast dike on claim 4255646. The dike rock is described as a medium-grain with visible feldspars and slightly
magnetic. Finally, accessory minerals of pyrite and possible arsenopyrite were observed in several rocks. The general geochemistry
is indicating the collect rocks are mafic being rich in iron and magnesium with low silica by weight. No significant concentrations
of precious, base or rare earth elements were detected in the collected rocks. A belt of volcanic rocks, of the Savura Volcanic
Group, underlies the property. These volcanic rocks are exposed along a wide axial zone of a broad complex. The presence of these
rocks is on our property is relevant to us as gold mineralization, at the nearby (approximately 20 miles to the west of our claim)
Nasoata Gold Mine, a past producer of gold in commercial quantities, is generally concentrated within extrusive volcanic rocks
(of the Savura Volcanic Group) on the walls of large volcanic caldera.
The
Big Monty Claims are located approximately 6 miles east of the town of Matheson (2,410 population)
Previous
Exploration
On
October 28, 2013, G3 - Gauvreau GeoEnvironmental Group Inc. prepared 2013 Claims Assessment Report. The work performed as part
of the claims assessment necessary for the Big Monty Property to maintain the claims in good standing following the guidelines
set forth by the Ontario Ministry of Northern Development and Mines (MNDM). The Big Monty Property is a northwest to southeast
group of seven claims on Crown Land located west and south of Trollope Lake in Frecheville Township as illustrated on Figure 1.
The claim numbers are the following: 4256641, 4256642, 4256644, 4256645, 4256646 and 4256647.
The
assessment work for the claims is divided into three tasks:
1)
Field Study performing geologic mapping and sampling
2)
Magnetic Survey interpretation, and
3)
Georeferencing.
The
Big Monty claims were staked in September and October of 2010. These claims are geologically located in the Abitibi greenstone
province. Structurally the claims lie along the central sector of the north branch of the Porcupine-Destor Fault. This Fault divides
the claim’s lithostratographic assemblages north and south. The northern half of the claims has been mapped as Stoughton-Roquemaure
Assemblage (27.25 to 27.20 Ma) (1). The southern and up side of the Fault has been mapped as the as the Kidd-Munro Assemblage
(27.18 to 27.10 Ma) (1). The Stoughton-Roquemaure Assemblage is characterized by komatiitic basalt and low to high-Mg komatiite
intrusives. Spinifex-textured and pillowed komatiites are common (2) while the Kidd-Monro Assemblage is described as assemblage
as ultramafic and mafic, tholeiitic, metavolcanic rocks with minor high-silica rhyolite (1).
In
the 2012 assessment period, an aerial magnetic survey was conducted on the Big Monty claims. The results from aerial magnetic
survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. No corresponding
geologic interpretation of the aerial magnetic survey was completed during that assessment period.
Field
Study
A
field study was performed beginning October 7 through October 11 and October 22, 2013. The purpose of the field study, where possible,
was to complete the following:
|
● |
geological
mapping, |
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● |
grab/hand
rock sampling, |
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● |
geochemical
sampling, |
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structural
mapping (faults, joints, fractures, etc.), and |
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GPS
locating of control points including claim corner posts and claim boundaries. |
Nine
rock samples were collected from various bedrock outcrops during the field study. These samples were submitted to an Agat Laboratories
in Sudbury, Ontario for chemical analyses.
The
field geological mapping and chemical analysis data is used to tie the aerial magnetometer survey to observable and mapable bedrock
conditions along with structures the Porcupine-Destor Fault Zone.
Aerial
Magnetometer Survey Interpretation
The
interpretation of the aerial magnetic survey interpretation was conducted using the data collected in the field. The results from
aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity
map. The reader is reminded that a magnetic field has a direction or vector. Residual magnetic intensity is the remnant magnetic
field before the rock has cooled below the Curie point and the magnetic field has been removed (3). This magnetism can be in any
direction. The residual magnetic intensity is not only the magnetism from the first cooling event but the residual magnetism can
be affected but subsequent events (magmatic or hydrothermal intrusion) that will affect the magnetic minerals in that formation.
The
first vertical derivative of the residual magnetic intensity emphasizes near surface features by mathematically removing the inclination
and declination of the field from the data. The transformed data views the same geologic structures as the residual magnetic intensity
map, but with the magnetic pole’s field induced vertical. The first vertical derivative is calculated by measuring the magnetic
field simultaneously at two points vertically above each other and dividing the difference in the magnetic intensities by the
distance between the two points. Figure 3 illustrates the residual magnetic intensity. The north branch of the Porcupine-Destor
Fault is the dividing line between high and low magnetic intensity.
The
magnetic intensity decreases to the southwest of the Fault. Correspondingly, the magnetic intensity is elevated on the claims
northeast of the Fault. Interestingly, off set movement of the low magnetic intensity to the northeast is illustrated by the faults
labeled 2 and 3 movement to the northeast. The low magnetic intensity located in the southeastern part of the Big Monty claims
can be interpreted to be the lack of magnetic minerals which may possibly be due to an underlying felsic intrusive body. The mafic
dike on claim 4255646 was expected to have a clear magnetic signature especially considering the rock sample collected from the
dike was slightly magnetized and had the highest iron concentration however no geometric magnetic signature mimicking the dike
was observed.
As
with the residual magnetic intensity map, areas of north of the Porcupine-Destor Fault illustrate relatively higher general magnetic
intensity than areas south of the Fault, and the southwestern portion of claim 4256641 is also an area of low magnetic intensity.
Five near circular areas of elevated magnetic intensity are interpreted along or paralleling to the Northern Branch of the Porcupine-
Destor Fault in claims 4256641, 4256642 and 4256645. These features are interpreted to be intrusions characterized by rocks with
significant magnetic minerals. The relationship of the intrusions to the Fault can be interpreted as these intrusions having been
injected into the Fault.
Georeferencing
MNDM
requires the claims to be in spatially correct location. Georeferencing was planned as part of the field study following the MNDM
guidelines. During the Field Study each claim corner was found using a GPS. Unfortunately no claims post were found at or surrounding
these GPS locations. A request for extension has been filed to complete the georeferencing and re-posting of the claims.
Proposed
Exploration Work – Plan of Operation
The
ultimate goal of the assessment work is to identify locations of where to drill for precious metals. To achieve that goal from
the available data, various assumptions must be made regarding the interpretation for the potential of mineralization. For example,
if the assumption is that gold will be associated with quartz/felsic intrusions then the southwestern corner of claim 4256640
represents a reasonable target area. If it is further assumed that mineralization is associated with fault structures then the
northeast trending Faults 3 and 4 should be focus areas for potential exploration locations.
However
if the mineralization is associated with massive sulfide intrusions then the five elevated magnetic areas associated with the
Fault are potential targets. Massive sulfides are usually associated with pyrite which is only slightly magnetic. The mineralization
may be associated with pyrhhotite and magnetite which are common in sulfide intrusives. It should be noted that two of the elevated
magnetic intensity areas are located at junction points between the Branch of the Porcupine-Destor Fault and the northeastern
trending faults. The junction locations are ideal for intrusives and are recommended drilling locations.
Consequently,
the proposed field work will be a phased exploration program to properly evaluate the potential of the Big Monty Claims.
We must conduct exploration to determine what minerals exist on our property and whether they can be economically extracted
and profitably processed. We plan to proceed with exploration of the Big Monty Claims by drilling the quartz/felsic intrusion
as well as testing further the five elevated magnetic areas associated with the fault in order to begin determining the potential
for discovering commercially exploitable deposits of gold on our claim.
We
have not discovered any ores or reserves on the Big Monty Claims. Our planned work is exploratory in nature.
The
goal of phase 1 is to utilize the current data base for the project, (an airborne mag survey and a brief geologic review done
in 2013) to develop possible drill targets seeking precious and base metals on the 7 claims comprising the Monty Project.
The
existing knowledge of geology and structure is insufficient to spot drill targets at this time. Only 9 rock samples were taken
and none found more than trace values in precious or base metals. A problem was lack of outcrop, limiting knowledge of the actual
rock types, including structure and geology. 10 outcrops were found and the geological evaluation was minimal. The report does
not indicate that rock fabric or strike and dip of features was performed.
The
Porcupine-Destor fault system is believed to run generally East-West through the property with numerous North East-South West
cross faults providing several possible intersecting structural features which could possibly host economic mineralization.
Phase
1 will revisit outcrops for mapping and recording attitudes and fabric. Outcrop exposure will be attempted by stripping moss and
vegetation from shallowly covered areas. This same effort will assess access for drill equipment, and determine if additional
geophysics, either airborne or ground, would be valuable in determining more precisely the strike and dip of the major structures.
Competitive
Factors
The
mining industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the
smallest exploration companies in existence and are an infinitely small participant in the mining business which is the cornerstone
of the founding and early stage development of the mining industry. While we generally compete with other exploration companies,
there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale
of gold. Therefore, we will likely be able to sell any gold that we are able to recover, in the event commercial quantities are
discovered on the Big Monty Claims. There is no ore body on the Big Monty Claims.
Government
Regulation
Exploration
activities are subject to various national and provincial laws which govern prospecting, development, mining, production, exports,
taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances
and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental
statutes and the regulations passed there under in Ontario and Canada.
Environmental
Regulation
Our
exploration activities are subject to various federal, provincial and local laws and regulations governing protection of the environment.
These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business
in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material
compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions
where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are
unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could
render certain exploration activities uneconomic.
Employees
Initially,
we intend to use the services of subcontractors for labor exploration work on our claim. At present, we have no employees as such
although our officer and director devotes a portion of their time to the affairs of the Company. Our officer and director does
not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar
benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.
As
indicated above we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any
of potential subcontractors. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement
of our planned exploration activities.
There
are no permanent facilities, plants, buildings or equipment on our mineral claim.
Mineralization
No
mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on
adjacent properties pass through it.
Exploration
Previous
exploration work has not included any attempt to drill the structure on Big Monty Claims. Records indicate that no detailed exploration
has been completed on the property.
Adjacent
Properties
The
adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets
to this report.
Planned
Exploration Program
Description
of Phase 1 Expenses | |
Cost | |
Air travel | |
$ | 3,000 | |
Fees for field crews for 3 weeks | |
| 25,000 | |
Transportation | |
| 2,00 | |
Equipment rental | |
| 6,000 | |
Ground transportation (ATV rental) | |
| 1,500 | |
Sampling and assaying | |
| 6,000 | |
Trenching
and possible short-hole drilling | |
| 25,000 | |
TOTAL PHASE
ONE | |
$ | 67,500 | |
If
phase 1 is successful, and time/weather is acceptable drilling can be commenced:
Description
of Phase 2 Expenses | |
Cost | |
Ground/air geophysics
over fault zones | |
$ | 30,000 | |
Fees for field crews for 2 months | |
| 48,000 | |
Drilling 3,300 meter holes if warranted | |
| 108,000 | |
TOTAL PHASE TWO | |
$ | 186,000 | |
| |
| | |
TOTAL FOR
PHASES ONE AND TWO | |
$ | 253,600 | |
There
are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.
We
intend to complete the exploration work on the Big Monty Claims. No exact date has been determined for the commencement of exploration
work on the Big Monty Claims.
Particularly
since we have a limited operating history, no reserves and no revenue, our ability to raise additional funds might be limited.
If we are unable to raise the necessary funds, we would be required to suspend Siga’s operations and liquidate our company.
There
are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.
Investment
Policies
Siga
does not have an investment policy at this time. Any excess funds it has on hand will be deposited in interest bearing notes such
as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest.
ITEM
3. LEGAL PROCEEDINGS
There
are no legal proceedings to which we are a party or to which the Big Monty Claims is subject, nor to the best of management’s
knowledge are any material legal proceedings contemplated.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
There
has been no Annual General Meeting of Stockholders since our date of inception. Management hopes to hold an Annual General Meeting
of Stockholders during 2015.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
Since
inception, we have not paid any dividends on our common stock, and we do not anticipate that it will pay dividends in the foreseeable
future. As at July 31, 2013, we had 37 shareholders; none of these shareholders are an officer and director. The Company trades
under the symbol SGAE during the years ended July 31, 2013 and 2012 as follows:
Quarter
ended | |
High | | |
Low
| | |
Volume | |
31-Oct-11 | |
$ | 2.50 | | |
$ | 0.72 | | |
| 1,073,000 | |
31-Jan-12 | |
$ | 0.750 | | |
$ | 0.1000 | | |
| 1,964,000 | |
30-Apr-12 | |
$ | 0.3000 | | |
$ | 0.1000 | | |
| 5,207,000 | |
31-Jul-12 | |
$ | 0.170 | | |
$ | 0.0051 | | |
| 5,750,000 | |
Quarter
ended | |
High | | |
Low
| | |
Volume | |
31-Oct-12 | |
$ | 0.4500 | | |
$ | 0.007 | | |
| 1,192,000 | |
31-Jan-13 | |
$ | 0.045 | | |
$ | 0.0108 | | |
| 2,858,000 | |
30-Apr-13 | |
$ | 0.0270 | | |
$ | 0.018 | | |
| 1,215,000 | |
31-Jul-13 | |
$ | 0.0140 | | |
$ | 0.0024 | | |
| 3,501,000 | |
Option
Grants and Warrants outstanding since Inception.
No
stock options have been granted since our inception.
There
are no outstanding warrants.
There
is conversion privileges on approximately $116,000 of our debt. This could result in additional shares of 116,000,000 being issued
through conversion of this debt.
ITEM
6. SELECTED FINANCIAL INFORMATION
The
following summary financial data was derived from our financial statements. This information is only a summary and does not provide
all the information contained in our financial statements and related notes thereto. You should read the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes
included elsewhere in this Form 10-K.
Operation
Statement Data
| |
For the year ended | | |
For the year ended | |
| |
July 31, 2013 | | |
July 31, 2012 | |
Exploration Costs | |
$ | - | | |
$ | - | |
Interest Expense | |
| 129,925 | | |
| 1,750 | |
Net loss in unconsolidated equity method investment | |
| - | | |
| - | |
General and Administrative | |
| 34,750 | | |
| 101,753 | |
Net loss | |
$ | 164,675 | | |
$ | 103,503 | |
| |
| | | |
| | |
Weighted average shares outstanding (basic and fully diluted | |
| 45,105,000 | | |
| 45,035,521 | |
Net loss per share (basic and fully diluted) | |
$ | 0.00 | | |
$ | 0.00 | |
Balance
Sheet Data
Cash and cash equivalent | |
$ | Nil
| | |
$ | 9,923 | |
Total assets | |
$ | Nil
| | |
$ | 9,923 | |
Total liabilities | |
$ | 259,767 | | |
$ | 105,015 | |
Total Stockholders’ deficiency | |
$ | (259,767 | ) | |
$ | (95,092 | ) |
Our
historical results do not necessary indicate results expected for any future periods.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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. Since our default have defaulted on payments to keep the ownership in the Lucky Thirteen
Claim intact. Consequently, we have lost our interest in the Lucky Thirteen Claim entirely.
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 a pre-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 first complete our acquisition of the Big Monty Claims or resurrect our ownership interest
in the Lucky Thirteen Claim by making the requisite payments; or we must find an alternate mining claim. We must obtain equity
or debt financing to provide the capital required 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.
Our
auditors have 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 other sources. Our only other source for cash at this time is investments by others in the Company.
To
meet our need for cash we must raise additional capital. 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 $187,142 in cash over the next twelve months. For a detailed breakdown refer to “Liquidity and
Capital Reserves”. In addition cash will be required to cover the phase one cost of completing the exploration work for
the Big Monty Claims during that period is estimated at $67,500; and, if required the phase two costs estimated at $186,000.
We
have entered into a letter of intent to acquire the following mineral properties:
Big
Monty Claims
We
have entered into a letter of intent to enter into an earn-in agreement to earn a 100% interest in the Big Monty Claims.
The
Big Monty Claims consist of the following 7 mining claims in Northern Ontario:
Mining
Claim # | | |
#
of 16HA
Claim Units | | |
#
of
Hectares | | |
#
of Acres | |
| 4256641 | | |
| 16 | | |
| 256 | | |
| 633 | |
| 4256642 | | |
| 16 | | |
| 256 | | |
| 633 | |
| 4256644 | | |
| 6 | | |
| 96 | | |
| 237 | |
| 4256645 | | |
| 9 | | |
| 144 | | |
| 356 | |
| 4256646 | | |
| 11 | | |
| 176 | | |
| 435 | |
| 4256647 | | |
| 12 | | |
| 192 | | |
| 475 | |
| | | |
| 70 | | |
| 1,120 | | |
| 2,768 | |
Location
and Access
The
Big Monty Claims is located approximately 70 kilometers (44 miles) north of Kirkland Lake, Ontario, and 68 kilometers east of
Timmins, Ontario (42 miles). It is located approximately 10 kilometers (6 miles) east of Matheson, Ontario. The area covered by
the Claim is an active mineral exploration and development region with plenty of heavy equipment and operators available for hire.
Both Kirkland Lake and Timmins can provide all necessary amenities and supplies including, fuel, helicopter services, hardware,
drilling companies and assay services. Access to our Claim is via major highway east of MathesonNo water is required for the purposes
of our planned exploration work. No electrical power is required at this stage of exploration. Any electrical power that might
be required in the foreseeable future could be supplied by gas powered portable generators.
The
claim’s terrain is rugged with mountain forests growth throughout.
Property
Geology
Bedrock
outcrops were found to be generally rare across all of the claims. This was due to vegetation and glacial till. Portions of the
claims have been logged in recent years; particularly the northern portion of claim 4256645 and claims 4256646 and 4256647. However
the logged areas have re-vegetated with first generation plants (grasses, pines, scrub oaks, sumac, etc.) making it difficult
to find bedrock exposures. Also a significant portion of the claims area is covered with a veneer of glacial till of varying thicknesses.
The till is described as a fine to medium grain arkosic sand with occasional pebble and gravel size clasts. This till dominates
claims area south of the North Branch of the Porcupine-Destor Fault. The available bedrock outcrops are primarily found on claims
4255645, 4255646 and 4255647 due to recent logging and the glacial till being locally thinner at these claims. The observed bedrock
is a massive fine-grained mafic volcanic rocks intruded with mafic rock characterized by pillow structures. Also observed was
a northwest/southeast dike on claim 4255646. The dike rock is described as a medium-grain with visible feldspars and slightly
magnetic. Finally, accessory minerals of pyrite and possible arsenopyrite were observed in several rocks. The general geochemistry
is indicating the collect rocks are mafic being rich in iron and magnesium with low silica by weight. No significant concentrations
of precious, base or rare earth elements were detected in the collected rocks. A belt of volcanic rocks, of the Savura Volcanic
Group, underlies the property. These volcanic rocks are exposed along a wide axial zone of a broad complex. The presence of these
rocks is on our property is relevant to us as gold mineralization, at the nearby (approximately 20 miles to the west of our claim)
Nasoata Gold Mine, a past producer of gold in commercial quantities, is generally concentrated within extrusive volcanic rocks
(of the Savura Volcanic Group) on the walls of large volcanic caldera.
The
Big Monty Claims are located approximately 6 miles east of the town of Matheson (2,410 population)
Previous
Exploration
On
October 28, 2013, G3 - Gauvreau GeoEnvironmental Group Inc. prepared 2013 Claims Assessment Report. The work performed as part
of the claims assessment necessary for the Big Monty Property to maintain the claims in good standing following the guidelines
set forth by the Ontario Ministry of Northern Development and Mines (MNDM). The Big Monty Property is a northwest to southeast
group of seven claims on Crown Land located west and south of Trollope Lake in Frecheville Township as illustrated on Figure 1.
The claim numbers are the following: 4256641, 4256642, 4256644, 4256645, 4256646 and 4256647.
The
assessment work for the claims is divided into three tasks:
1)
Field Study performing geologic mapping and sampling
2)
Magnetic Survey interpretation, and
3)
Georeferencing.
The
Big Monty claims were staked in September and October of 2010. These claims are geologically located in the Abitibi greenstone
province. Structurally the claims lie along the central sector of the north branch of the Porcupine-Destor Fault. This Fault divides
the claim’s lithostratographic assemblages north and south. The northern half of the claims has been mapped as Stoughton-Roquemaure
Assemblage (27.25 to 27.20 Ma) (1). The southern and up side of the Fault has been mapped as the as the Kidd-Munro Assemblage
(27.18 to 27.10 Ma) (1). The Stoughton-Roquemaure Assemblage is characterized by komatiitic basalt and low to high-Mg komatiite
intrusives. Spinifex-textured and pillowed komatiites are common (2) while the Kidd-Monro Assemblage is described as assemblage
as ultramafic and mafic, tholeiitic, metavolcanic rocks with minor high-silica rhyolite (1).
In
the 2012 assessment period, an aerial magnetic survey was conducted on the Big Monty claims. The results from aerial magnetic
survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. No corresponding
geologic interpretation of the aerial magnetic survey was completed during that assessment period.
Field
Study
A
field study was performed beginning October 7 through October 11 and October 22, 2013. The purpose of the field study, where possible,
was to complete the following:
|
● |
geological
mapping, |
|
|
|
|
● |
grab/hand
rock sampling, |
|
|
|
|
● |
geochemical
sampling, |
|
|
|
|
● |
structural
mapping (faults, joints, fractures, etc.), and |
|
|
|
|
● |
GPS
locating of control points including claim corner posts and claim boundaries. |
Nine
rock samples were collected from various bedrock outcrops during the field study. These samples were submitted to an Agat Laboratories
in Sudbury, Ontario for chemical analyses.
The
field geological mapping and chemical analysis data is used to tie the aerial magnetometer survey to observable and mapable bedrock
conditions along with structures the Porcupine-Destor Fault Zone.
Aerial
Magnetometer Survey Interpretation
The
interpretation of the aerial magnetic survey interpretation was conducted using the data collected in the field. The results from
aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity
map. The reader is reminded that a magnetic field has a direction or vector. Residual magnetic intensity is the remnant magnetic
field before the rock has cooled below the Curie point and the magnetic field has been removed (3). This magnetism can be in any
direction. The residual magnetic intensity is not only the magnetism from the first cooling event but the residual magnetism can
be affected but subsequent events (magmatic or hydrothermal intrusion) that will affect the magnetic minerals in that formation.
The
first vertical derivative of the residual magnetic intensity emphasizes near surface features by mathematically removing the inclination
and declination of the field from the data. The transformed data views the same geologic structures as the residual magnetic intensity
map, but with the magnetic pole’s field induced vertical. The first vertical derivative is calculated by measuring the magnetic
field simultaneously at two points vertically above each other and dividing the difference in the magnetic intensities by the
distance between the two points. Figure 3 illustrates the residual magnetic intensity. The north branch of the Porcupine-Destor
Fault is the dividing line between high and low magnetic intensity.
The
magnetic intensity decreases to the southwest of the Fault. Correspondingly, the magnetic intensity is elevated on the claims
northeast of the Fault. Interestingly, off set movement of the low magnetic intensity to the northeast is illustrated by the faults
labeled 2 and 3 movement to the northeast. The low magnetic intensity located in the southeastern part of the Big Monty claims
can be interpreted to be the lack of magnetic minerals which may possibly be due to an underlying felsic intrusive body. The mafic
dike on claim 4255646 was expected to have a clear magnetic signature especially considering the rock sample collected from the
dike was slightly magnetized and had the highest iron concentration however no geometric magnetic signature mimicking the dike
was observed.
As
with the residual magnetic intensity map, areas of north of the Porcupine-Destor Fault illustrate relatively higher general magnetic
intensity than areas south of the Fault, and the southwestern portion of claim 4256641 is also an area of low magnetic intensity.
Five near circular areas of elevated magnetic intensity are interpreted along or paralleling to the Northern Branch of the Porcupine-
Destor Fault in claims 4256641, 4256642 and 4256645. These features are interpreted to be intrusions characterized by rocks with
significant magnetic minerals. The relationship of the intrusions to the Fault can be interpreted as these intrusions having been
injected into the Fault.
Georeferencing
MNDM
requires the claims to be in spatially correct location. Georeferencing was planned as part of the field study following the MNDM
guidelines. During the Field Study each claim corner was found using a GPS. Unfortunately no claims post were found at or surrounding
these GPS locations. A request for extension has been filed to complete the georeferencing and re-posting of the claims.
Proposed
Exploration Work – Plan of Operation
The
ultimate goal of the assessment work is to identify locations of where to drill for precious metals. To achieve that goal from
the available data, various assumptions must be made regarding the interpretation for the potential of mineralization. For example,
if the assumption is that gold will be associated with quartz/felsic intrusions then the southwestern corner of claim 4256640
represents a reasonable target area. If it is further assumed that mineralization is associated with fault structures then the
northeast trending Faults 3 and 4 should be focus areas for potential exploration locations.
However
if the mineralization is associated with massive sulfide intrusions then the five elevated magnetic areas associated with the
Fault are potential targets. Massive sulfides are usually associated with pyrite which is only slightly magnetic. The mineralization
may be associated with pyrhhotite and magnetite which are common in sulfide intrusives. It should be noted that two of the elevated
magnetic intensity areas are located at junction points between the Branch of the Porcupine-Destor Fault and the northeastern
trending faults. The junction locations are ideal for intrusives and are recommended drilling locations.
Consequently,
the proposed field work will be a phased exploration program to properly evaluate the potential of the Big Monty Claims.
We must conduct exploration to determine what minerals exist on our property and whether they can be economically extracted
and profitably processed. We plan to proceed with exploration of the Big Monty Claims by drilling the quartz/felsic intrusion
as well as testing further the five elevated magnetic areas associated with the fault in order to begin determining the potential
for discovering commercially exploitable deposits of gold on our claim.
We
have not discovered any ores or reserves on the Big Monty Claims. Our planned work is exploratory in nature.
The
goal of phase 1 is to utilize the current data base for the project, (an airborne mag survey and a brief geologic review done
in 2013) to develop possible drill targets seeking precious and base metals on the 7 claims comprising the Monty Project.
The
existing knowledge of geology and structure is insufficient to spot drill targets at this time. Only 9 rock samples were taken
and none found more than trace values in precious or base metals. A problem was lack of outcrop, limiting knowledge of the actual
rock types, including structure and geology. 10 outcrops were found and the geological evaluation was minimal. The report does
not indicate that rock fabric or strike and dip of features was performed.
The
Porcupine-Destor fault system is believed to run generally East-West through the property with numerous North East-South West
cross faults providing several possible intersecting structural features which could possibly host economic mineralization.
Phase
1 will revisit outcrops for mapping and recording attitudes and fabric. Outcrop exposure will be attempted by stripping moss and
vegetation from shallowly covered areas. This same effort will assess access for drill equipment, and determine if additional
geophysics, either airborne or ground, would be valuable in determining more precisely the strike and dip of the major structures.
Competitive
Factors
The
mining industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the
smallest exploration companies in existence and are an infinitely small participant in the mining business which is the cornerstone
of the founding and early stage development of the mining industry. While we generally compete with other exploration companies,
there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale
of gold. Therefore, we will likely be able to sell any gold that we are able to recover, in the event commercial quantities are
discovered on the Big Monty Claims. There is no ore body on the Big Monty Claims.
Government
Regulation
Exploration
activities are subject to various national and provincial laws which govern prospecting, development, mining, production, exports,
taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances
and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental
statutes and the regulations passed there under in Ontario and Canada.
Environmental
Regulation
Our
exploration activities are subject to various federal, provincial and local laws and regulations governing protection of the environment.
These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business
in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material
compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions
where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are
unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could
render certain exploration activities uneconomic.
Employees
Initially,
we intend to use the services of subcontractors for labor exploration work on our claim. At present, we have no employees as such
although our officer and director devotes a portion of their time to the affairs of the Company. Our officer and director does
not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar
benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.
As
indicated above we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any
of potential subcontractors. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement
of our planned exploration activities.
There
are no permanent facilities, plants, buildings or equipment on our mineral claim.
Mineralization
No
mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on
adjacent properties pass through it.
Exploration
Previous
exploration work has not included any attempt to drill the structure on Big Monty Claims. Records indicate that no detailed exploration
has been completed on the property.
Adjacent
Properties
The
adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets
to this report.
Planned
Exploration Program
Description
of Phase 1 Expenses | |
Cost | |
Air travel | |
$ | 3,000 | |
Fees for field crews for 3 weeks | |
| 25,000 | |
Transportation | |
| 2,00 | |
Equipment rental | |
| 6,000 | |
Ground transportation (ATV rental) | |
| 1,500 | |
Sampling and assaying | |
| 6,000 | |
Trenching
and possible short-hole drilling | |
| 25,000 | |
TOTAL PHASE
ONE | |
$ | 67,500 | |
If
phase 1 is successful, and time/weather is acceptable drilling can be commenced:
Description
of Phase 2 Expenses | |
Cost | |
Ground/air geophysics
over fault zones | |
$ | 30,000 | |
Fees for field crews for 2 months | |
| 48,000 | |
Drilling 3,300 meter holes if warranted | |
| 108,000 | |
TOTAL PHASE TWO | |
$ | 186,000 | |
| |
| | |
TOTAL FOR
PHASES ONE AND TWO | |
$ | 253,600 | |
There
are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.
We
intend to complete the exploration work on the Big Monty Claims. No exact date has been determined for the commencement of exploration
work on the Big Monty Claims.
Particularly
since we have a limited operating history, no reserves and no revenue, our ability to raise additional funds might be limited.
If we are unable to raise the necessary funds, we would be required to suspend Siga’s operations and liquidate our company.
There
are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.
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 July 31, 2013 our total assets were $Nil and our total liabilities were $259,767.
Not
including the cost of completing the exploration phase of our Big Monty Claims, our non-elective expenses over the next twelve
months, are expected to be as follows:
Expense | |
Ref. | |
Estimated Amount | |
| |
| |
| |
Accounting and audit | |
(i) | |
$ | 15,500 | |
Edgar filing fees | |
(ii) | |
| 6,000 | |
Filing fees – Nevada; Securities of State | |
(ii) | |
| 375 | |
Office and general expenses | |
(iv) | |
| 43,000 | |
Estimated expenses for the next twelve months | |
| |
| 64,875 | |
| |
| |
| | |
Account payable as at July 31, 2013 | |
| |
| 122,267 | |
Cash required for the next twelve months | |
| |
$ | 187,142 |
(i) |
Accounting
and audit |
|
|
|
We
will have to continue to prepare financial statements for submission with the various 10-K and 10-Q as follows: |
Period | |
Form | |
Accountant | | |
Auditor | | |
Amount | |
| |
| |
| | |
| | |
| |
October 31, 2013 | |
10-Q | |
| 1,500 | | |
| 1,500
| | |
| 3,000 | |
January 31, 2014 | |
10-Q | |
| 1,500 | | |
| 1,500
| | |
| 3,000 | |
April 30, 2014 | |
10-Q | |
| 1,500 | | |
| 1,500
| | |
| 3,000 | |
July 31, 2014 | |
10-K | |
| 3,000 | | |
| 3,500
| | |
| 6,500 | |
Estimated total | |
| |
$ | 7,500 | | |
$ | 8,000
| | |
$ | 15,500 | |
|
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. |
|
We
have estimated a cost of approximately $25,000 for photocopying, printing, fax and delivery, travel, transfer agent and entertainment.
Director Fees total $1,500 per month or $18,000. Total Office and General is estimated to be $43,000. |
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, 2013, 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.
Twelve
months ended July 31, 2013 and 2012
Expense | |
Reference | |
Year
ended July
31, 2013 | | |
Year
ended July
31, 2012 | | |
Change | |
Accounting and auditing | |
| |
| 25,050 | | |
| 22,080 | | |
| 2,970 | |
Bank charges and interest | |
| |
| 205 | | |
| 532 | | |
| (327 | ) |
Consulting | |
| |
| - | | |
| 9,000 | | |
| (9,000 | ) |
Management fees | |
(i) | |
| 9,000
| | |
| 36,000 | | |
| (27,000 | ) |
Legal | |
| |
| - | | |
| 6,817 | | |
| (6,817 | ) |
Filing fees | |
| |
| - | | |
| 5,548 | | |
| (45,548 | ) |
News Releases | |
| |
| 370 | | |
| 6,080 | | |
| (5,710 | ) |
Office | |
| |
| - | | |
| 430 | | |
| (430 | ) |
Telephone | |
| |
| 125 | | |
| 337 | | |
| (149 | ) |
Interest | |
(ii) | |
| 129,925 | | |
| 1,750 | | |
| 128,175 | |
Transfer agent’s fees | |
| |
| - | | |
| 770 | | |
| (770 | ) |
Travel | |
| |
| - | | |
| 14,159 | | |
| (14,159 | ) |
TOTAL EXPENSES | |
| |
| 164,675 | | |
| 103,503 | | |
| 61,172 | |
(i)
|
Management
fees |
|
|
|
The
previous Directors of the Company were paid $1,500 per month each during the 2012 year
end until they resigned late in 2012. Consequently director fees reduced by $27,000 from
2013 over 2012.
|
(ii) |
Interest |
|
|
|
Interest
increased to $129,925 due to the interest earned on the Convertible Notes of $11,600
the balance was for the interest on the note payable, and the amortization of the discount
on the Convertible Notes of $116,000.
|
Balance
Sheets
Total
cash and cash equivalents, as of July 31, 2013 was $Nil and $9,923 as at July 31, 2012. Our working capital deficiency as at July
31, 2013 was a $259,767 and as of July 31, 2012, $95,092.
Total
stockholders’ deficiency as of July 31, 2013 was $259,767 and $95,092 as at July 31, 2012. Total shares outstanding as at
July 31, 2013 and 2012 was 45,105,000.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT 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 23,925,000
Presently,
there are no shares being offered to the public and no shares have been offered pursuant to an employee benefit plan or dividend
reinvestment plan.
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 Big Monty Claims, 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.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
financial statements attached to this Form 10-K for the year ended July 31, 2013 have been examined by our independent accountants,
ZBS Group, LLP and attached hereto.
ITEM
9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are no disagreements with accountants
on accounting and financial disclosure. During the year the Company changed its auditors from Sadler, Gibb & Associates, LLC.,
the auditors for the year ended December 31, 2012, to ZBS Group, LLP.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
carried out an evaluation, under the supervision and with the participation of our management, including our principal executive
officer and principal financial officer, of the effectiveness of the design of our disclosure controls and procedures (as defined
by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of July 31, 2013 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation,
our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not
effective as of July 31, 2013 as a result of material weaknesses in internal controls over financial reporting. A material weakness
is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected
on a timely basis. 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 were under the supervision of the Company’s Chief Executive
Officer, being Bob Hogarth as President and Director. 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.
Management’s
Report on Internal Control over Financial Reporting
As
of July 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 year ended July 31, 2012, 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.
Changes
in Internal Control over Financial Reporting
There
were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures
subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring
corrective actions.
ITEM
9A (T). CONTROLS AND PROCEDURES
There
were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures
subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring
corrective actions.
ITEM
9 B. OTHER INFORMATION
There are
no matters required to be reported upon under this Item.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Each
of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors
to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The
Board of Directors has no nominating or compensation committees.
The name,
address, age and position of our officers and directors is set forth below:
Name
and Address |
|
Position(s
) |
|
Age
|
|
|
|
|
|
Christopher
P. Vallos
573
Monroe Blvd
Painesville
OH 42077 |
|
Chief
Executive Officer, Chief Financial Officer, President and Director (1) |
|
35 |
|
(1)
|
Christopher
Vallos, was appointed as the sole director by the Shareholders on September 3, 2014. Bob Hogarth and Richard W Markle were
appointed as directors on November 7, 2012 as, President and the Chief Executive Officer, and Secretary Treasurer, respectively
on the same day. Mr. Markle has subsequently resigned. Mr. Hogarth was not reappointed by the Shareholders as a Director.
Effective September 3, 2014, Christopher Vallos was appointed Chief Executive Officer, Chief Financial Officer, President,
and Secretary-Treasurer of the Company. |
The
percentage of common shares beneficially owned, directly or indirectly, or over which control or direction are exercised by the
directors and officers of our Company, collectively, is nil.
Background
of officers and directors
CHRISTOPHER
VALLOS was appointed as sole director of the Company on September 3, 2014, and subsequently made the Chief Executive Officer,
Chief Financial Officer, President, and Secretary-Treasurer of the Company on that date.
Mr.
Vallos has been the Director of Finance and Marketing for NYC Marketing since 2010. NYC Marketing is a national investor relation
and marketing firm that provides comprehensive customized services for publicly traded companies. Mr. Vallos responsibilities
included corporate finance, budgeting, forecasting, and business analysis. Prior to joining NYC Marketing, Mr. Vallos was a product
manager at Steris Corporation for 3 years.
Board
of Directors
Below
is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors
sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor
the Company’s accounting and reporting processes and the audits of the Company’s financial statements.
Our
audit committee is comprised of Christopher Vallos, our President and Chairman of the Audit Committee whom is not independent.
Christopher Vallos cannot be considered an “audit committee financial expert” as defined in Item 401 of Regulation
S-B.
Apart
from the Audit Committee, the Company has no other Board committees.
Since
inception on January 18, 2007, our Board has conducted its business entirely by consent resolutions and has not met, as such.
Significant
Employees
We
have not paid employees as such. Our Officers and Directors fulfill many of the functions that would otherwise require Siga to
hire employees or outside consultants.
We
will have to engage the services of certain consultants to assist in continuation of the exploration of our previous mineral claims
and to prepare a report on the Lucky Thirteen Claim. Such consultant will responsible for hiring and supervising, the exploration
work on the Company’s claims in the near future. This individual will be responsible for the completion of the geological
work and, therefore, will be an integral part of our operations although he or she will not be considered an employee either on
a full time or part time basis. This is because our exploration programs will not last more than a few weeks and once completed
this individual will no longer be required. We have not identified any individual who would work as a consultant for us.
Family
Relationships
None
Involvement
in Certain Legal Proceedings
To
the knowledge of the Company, during the past five years, none of our directors or executive officers:
(1)
|
has
filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar
officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner
at or within two years before the time of such filings; |
|
|
(2) |
was
convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other
minor offenses); |
|
|
(3) |
was
the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the following activities: |
(i)
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing
any conduct or practice in connection with such activity;
(ii)
engaging in any type of business practice; or
(iii)
engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodities laws;
(4)
|
was
the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described
above under this Item, or to be associated with persons engaged in any such activities; |
|
|
(5) |
was
found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.
|
|
|
(6) |
was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated. |
ITEM
11. EXECUTIVE COMPENSATION
Compensation
to our directors and officers was paid as follows:
Summary
Compensation Table
| |
| | |
| | |
| | |
Long
Term Compensation | |
| |
Annual
Compensation | | |
Awards | | |
Payouts | |
(a) | |
(b) | | |
(c) | | |
(e) | | |
(f) | | |
(g) | | |
(h) | | |
(i) | |
Name
and Principal position | |
Year | | |
Salary | | |
Other
annual Comp. ($) | | |
Restricted
stock awards ($) | | |
Options/
SAR (#) | | |
LTIP
payouts ($) | | |
All
other compensation ($) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Bob
Hogarth | |
| 2012 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| | |
| |
| 2012 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Richard
W. Markle | |
| 2012 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| |
| 2013 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Edwin
G. | |
| 2011 | | |
| -0- | | |
| 16,500 | | |
| 45,000 | | |
| -0- | | |
| -0- | | |
| -0- | |
Morrow
President, | |
| 2012 | | |
| -0- | | |
| 16,000 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
CEO
and Director | |
| 2013 | | |
| -0- | | |
| 4,500 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert
Malasek | |
| 2011 | | |
| -0- | | |
| 16,500 | | |
| 45,000 | | |
| -0- | | |
| -0- | | |
| -0- | |
Secretary
Treasurer, | |
| 2012 | | |
| -0- | | |
| 16,000 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
CFO
and Director | |
| 2013 | | |
| -0- | | |
| 4,500 | | |
| -0- | | |
| -0- | | |
| -0- | | |
| -0- | |
Compensation
of Directors
We
have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid
for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
Consulting
Agreements with Executive Officers and Directors
There
is no consulting agreement with the Company’s director. There were consulting agreements with both of the previous officers
or directors. Under their respective agreements with Ed Morrow and Richard Malasek, the directors were to be paid $1,500 per month
each and each received 100,000 shares upon entering into these agreements.
Stock
Option Plan
We
have never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not
have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.
Bonuses
and Deferred Compensation
None
Compensation
Pursuant to Plans
None
Pension
Table
None
Termination
of Employment
There
are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in Summary
of Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement,
or other termination of such person’s employment with us, or any change in control of us, or a change in the person’s
responsibilities following a change in control of us.
Compliance
with Section 16 (a) of the Exchange Act
We
know of no director or officer, (“Reporting Person”) that failed to file any reports required to be furnished pursuant
to Section 16(a). We do not know whether the beneficial owner of more than ten percent of any class of equity securities of our
stock registered pursuant to Section 12 (“Reporting Person”) has filed any reports required to be furnished pursuant
to Section 16(a)
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth, as at May 31, 2015, the total number of shares owned beneficially by each of our directors, officers
and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders
listed below have direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.
Title
or Class | |
Name
and Address of
Beneficial Owner (1) | |
Amount
of Beneficial
Ownership (2) | | |
Percent
of Class | |
| |
| |
| | |
| |
Common
Stock | |
NMM
Consulting, Ltd.(2) 400-116 Cambie Street, Vancouver, BC
V6B 2M8 Canada | |
| 23,625,000 | | |
| 52.4 | % |
| |
| |
| | | |
| | |
Common
Stock | |
Greater
than 5% shareholders as a Group (1 person) | |
| 23,625,000 | | |
| 52.4 | % |
(1)
|
Unless
otherwise noted, the security ownership disclosed in this table is of record and beneficial. |
|
|
(2) |
Beneficially
owned by Tyler Powell, of the same address |
|
|
(3) |
Under
Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant
to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage
of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing
the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges
outstanding. |
We
do not know of any other shareholder who has more than 5 percent of the issued shares.
The
number of shares under Rule 144 is 23,925,000.
Our
largest shareholders, NMM Consulting Ltd, own, 23,625,000 issued and outstanding shares of our common stock. All of these shares
are “restricted shares” as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act. Under Rule 144, shares can be publicly sold, subject to volume restrictions and restrictions on the manner
of sale, commencing one year after their acquisition.
There
are no voting trusts or similar arrangements known to us whereby voting power is held by another party not named herein. We know
of no trusts, proxies, power of attorney, pooling arrangements, direct or indirect, or any other contract arrangement or device
with the purpose or effect of divesting such person or persons of beneficial ownership of our common shares or preventing the
vesting of such beneficial ownership.
Description
of Our Securities
We
have only common shares authorized and there are no preferred shares or other forms of shares. Our authorized common stock consists
of 500,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:
● |
have
equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by our Board of Directors;
|
|
|
● |
are
entitled to share ratably in all of our assets available for distribution upon winding up of our affairs; and |
|
|
● |
do
not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
|
|
|
● |
are
entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders.
|
The
shares of common stock do not have any of the following rights:
● |
preference
as to dividends or interest; |
|
|
● |
preemptive
rights to purchase in new issues of shares; |
|
|
● |
preference
upon liquidation; or |
|
|
● |
any
other special rights or preferences. |
All
our shares of common stock now issued and outstanding are fully paid and non-assessable.
Convertible
Securities
There
are two promissory notes for the amount of $116,000 which are convertible on demand into 116,000,000 shares of the Company.
Non-Cumulative
Voting.
The
holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of such
outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In
such event, the holders of the remaining shares will not be able to elect any of our directors.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions
with Management and Others
Except
as indicated below, there were no material transactions, or series of similar transactions, since our inception, or any currently
proposed transactions, or series of similar transactions, to which Siga was or is to be a party, in which the amount involved
exceeds $120,000, and in which any director or executive officer, or any security holder who is known by Siga to own of record
or beneficially more than 5% of any class of Siga’s common stock, or any member of the immediate family of any of the foregoing
persons, has an interest.
Indebtedness
of Management
There
were no material transactions, or series of similar transactions, since our inception, or any currently proposed transactions,
or series of similar transactions, to which we are or are to be a part, in which the amount involved exceeded $120,000 and in
which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than
5% of the common shares of our capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.
Conflicts
of Interest
None
of our officers and directors is a director or officer of any other company involved in the gold mining industry. However, there
can be no assurance such involvement in other companies in the mining industry will not occur in the future. Such potential future
involvement could create a conflict of interest.
To
ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on January 19, 2007, a Code
of Ethics for the Board of Directors (the “Code”). Our Code embodies our commitment to such ethical principles and
sets forth the responsibilities of us and its officers and directors to its shareholders, employees, customers, lenders and other
organizations. Our Code addresses general business ethical principles and other relevant issues.
Transactions
with Promoters
We
do not have promoters and have no transactions with any promoters.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1)
Audit Fees
The
aggregate fees billed by the independent registered accountants for the period ended July 31, 2013 for professional services for
the review of the quarterly financial statements as at October 31, 2012; January 31, 2013; and April 30, 2013, and services that
are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those period years
were as follows: $2,000 for each of the quarters ended October 31, 2012 and January 31, 2013; and $1,550 for the quarter ended
April 30, 2013; and a $3,000 for the audit of July 31, 2013. The aggregate paid for the year ended July 31, 2012 was $11,580.
(2)
Audit-Related Fees
The
aggregate fees billed in each of the two periods mentioned above for assurance and related services by the principal accountants
that are reasonably related to the performance of the audit or review of Siga’s financial statements and are not reported
under Item 9 (e)(1) of Schedule 14A was NIL.
(3)
Tax Fees
The
aggregate fees billed in July 31, 2013 and 2012 for professional services rendered by the principal accountants for tax compliance,
tax advice, and tax planning was NIL.
(4)
All Other Fees
During
the period from inceptions to July 31, 2013 and 2012 there were no other fees charged by the principal accountants other than
those disclosed in (1) and (3) above.
(5)
Audit Committee’s Pre-approval Policies
At
the present time, there are not sufficient directors, officers and employees involved with us to make any pre-approval policies
meaningful. Once we have elected more directors and appointed directors and non-directors to the Audit Committee it will have
meetings and function in a meaningful manner.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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
No. 333-145879) |
|
|
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 |
Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 for Christopher Vallos |
|
|
32 |
Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 for Christopher Vallos |
|
|
33-0
|
XBRL
Report |
Financial
Statements. The following financial statements are included in this report:
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGA
RESOURCES, INC. |
|
(Registrant)
|
|
|
|
|
By: |
CHRISTOPHER
VALLOS |
|
|
Christopher Vallos |
|
|
Chief
Executive Officer Chief Financial Officer, President and Director |
|
|
Date:
June 19, 2015 |
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of Siga Resources, Inc.
We
have audited the accompanying balance sheets of Siga Resources, Inc. as of July 31, 2013, and the related statements of operations,
stockholders’ equity, and cash flows for the year ended July 31, 2013. Siga Resources Inc.’s management is responsible
for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Siga
Resources, Inc. as of July 31, 2013, and the results of its operations and its cash flows for period ended July 31, 2013, in conformity
with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed
in Note 8 to the financial statements, the company is an early stage company with limited operations and resources, which raises
substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also
described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Plainview,
NY
May
27, 2015
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board
of Directors and shareholders’ of
Siga Resources,
Inc.
We
have audited the accompanying balance sheet of Siga Resources, Inc. (the Company) as of July 31, 2012 and the related statements
of operations, stockholders’ equity(deficit) and cash flows for the year then ended. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based
on our audit.
We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provide a reasonable basis for our opinion.
In
our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Siga
Resources, Inc. as of July 31, 2012, and the results of its operations and cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/
Sadler, Gibb & Associates, LLC | |
Salt Lake
City, UT
March 13,
2013
SIGA
RESOURCES, INC.
BALANCE
SHEETS
| |
July
31, 2013 | | |
July
31, 2012 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
CURRENT
ASSETS | |
| | | |
| | |
Cash | |
$ | - | | |
$ | 9,923 | |
TOTAL
CURRENT ASSETS | |
| - | | |
| 9,923 | |
| |
| | | |
| | |
TOTAL
ASSETS | |
$ | - | | |
$ | 9,923 | |
| |
| | | |
| | |
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY | |
| | | |
| | |
| |
| | | |
| | |
CURRENT
LIABILITIES | |
| | | |
| | |
| |
| | | |
| | |
Accounts payable (including related party amounts of
$29,398 and $27,883) | |
$ | 122,267 | | |
$ | 85,765 | |
Note payable | |
| 21,500 | | |
| 19,250 | |
Convertible notes payable, net
of discounts of $0 and $116,000, respectively | |
| 116,000 | | |
| - | |
| |
| | | |
| | |
Total Current Liabilities | |
| 259,767 | | |
| 105,015 | |
| |
| | | |
| | |
STOCKHOLDERS’
DEFICIENCY | |
| | | |
| | |
Common stock 500,000,000 shares authorized, at $0.001
par value; 45,105,000 shares issued and outstanding as of July 31, 2013 and 2012 | |
| 45,105 | | |
| 45,105 | |
Capital in excess of par value | |
| 333,245 | | |
| 333,245 | |
Accumulated
Deficit | |
| (638,117 | ) | |
| (473,442 | ) |
| |
| | | |
| | |
Total Stockholders’ Deficiency | |
| (259,767 | ) | |
| (95,092 | ) |
| |
| | | |
| | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | |
$ | - | | |
$ | 9,923 | |
The
accompanying notes are an integral part of these financial statements.
SIGA
RESOURCES, INC.
STATEMENTS
OF OPERATIONS
For
the years ended July 31, 2013 and 2012
| |
Year
ended | |
| |
31
July 2013 | | |
31
July 2012 | |
| |
| | |
| |
REVENUES | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
EXPENSES | |
| | | |
| | |
General and administrative | |
| 34,750 | | |
| 101,753 | |
TOTAL
EXPENSES | |
| 34,750 | | |
| 101,753 | |
OTHER
EXPENSE | |
| | | |
| | |
Interest expense | |
| 129,925 | | |
| 1,750 | |
| |
| | | |
| | |
NET
LOSS | |
$ | (164,675 | ) | |
$ | (103,503 | ) |
NET LOSS PER
COMMON SHARE | |
| | | |
| | |
Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
WEIGHTED AVERAGE
OUTSTANDING SHARES | |
| | | |
| | |
Basic and diluted | |
| 45,105,000 | | |
| 45,035,521 | |
The
accompanying notes are an integral part of these financial statements.
SIGA
RESOURCES, INC.
STATEMENT
OF STOCKHOLDERS’ DEFICIENCY
For
the years ended July 31, 2013 and 2012
| |
Common
Shares Issued | | |
Subscriptions
Received | | |
Common
stock Amount | | |
Capital
in
Excess of
Par Value | | |
Deficit | | |
Total | |
Balance as at July 31, 2011 | |
| 45,025,000 | | |
$ | 20,000 | | |
$ | 45,025 | | |
$ | 197,325 | | |
$ | (369,939 | ) | |
$ | (107,589 | ) |
Shares issued for subscriptions received | |
| 80,000 | | |
| (20,000 | ) | |
| 80 | | |
| 19,920 | | |
| - | | |
| - | |
Debt discounts related to beneficial conversion features | |
| - | | |
| - | | |
| - | | |
| 116,000 | | |
| - | | |
| 116,000 | |
Net loss July 31, 2012 | |
| | | |
| | | |
| | | |
| | | |
| (103,503 | ) | |
| (103,503 | ) |
Balance as at July 31, 2012 | |
| 45,105,000 | | |
$ | - | | |
$ | 45,105 | | |
$ | 333,245 | | |
$ | (473,442 | ) | |
$ | (95,092 | ) |
Net loss for the year ended
July 31, 2013 | |
| | | |
| | | |
| | | |
| | | |
| (164,675 | ) | |
| (164,675 | ) |
Balance as at July 31, 2013 | |
| 45,105,000 | | |
$ | - | | |
$ | 45,105 | | |
$ | 333,245 | | |
$ | (638,117 | ) | |
$ | (259,767 | ) |
The
accompanying notes are an integral part of these financial statements.
SIGA
RESOURCES, INC.
STATEMENTS
OF CASH FLOWS
For
the years ended July 31, 2013 and 2012
| |
Year
ended | | |
Year
ended | |
| |
31
July 2013 | | |
31
July 2012 | |
CASH
FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (164,675 | ) | |
$ | (103,503 | ) |
Adjustments to reconcile net loss to net cash used
in operating activities: | |
| | | |
| | |
Amortization of discount on convertible notes | |
| 116,000 | | |
| - | |
Changes in accounts payable | |
| 36,502 | | |
| 6,986 | |
Net Cash Used in Operating Activities | |
| (12,173 | ) | |
| (96,517 | ) |
| |
| | | |
| | |
CASH
FLOWS FROM INVESTING ACTIVITIES: | |
| - | | |
| - | |
| |
| | | |
| | |
CASH
FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Promissory Notes | |
| 2,250 | | |
| 93,500 | |
Proceeds from issuance of common
stock | |
| - | | |
| - | |
Net Cash Provided by Financing | |
| 2,250 | | |
| 93,500 | |
Net Increase (Decrease) in Cash | |
| (9,923 | ) | |
| (3,017 | ) |
Cash at Beginning of Period | |
| 9,923 | | |
| 12,940 | |
CASH
AT END OF PERIOD | |
$ | - | | |
$ | 9,923 | |
| |
| | | |
| | |
SUPPLEMENTAL
DISCLOSURE OF NONCASH FINANCING ACTIVITIES: | |
| | | |
| | |
Accounts payable converted to
notes payable | |
$ | - | | |
$ | 40,000 | |
Accrued
interest converted to notes payable
| |
$ | - | | |
$ | 1,750 | |
Capital contributions –
non-cash expenses | |
$ | - | | |
$ | - | |
The
accompanying notes are an integral part of these financial statements.
SIGA
RESOURCES, INC.
(Exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
July
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 July 31, 2013 and July 31, 2012, the Company has 116,000,000 of 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
and Exploration 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
In
June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial
reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments
in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement
for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder
equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the
entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other
entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted
this standard.
In
May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition
standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard
eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based
approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting
periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted
for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this
pronouncement, however it believes that there will be no material effect on the consolidated financial statements.
In
June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting
for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service
Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service
period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation —
Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation
cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.
The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods.
Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner
consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.
We
have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof
that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new
pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles
will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability
of any standard is subject to the formal review of our financial management and certain standards are under consideration.
3. ACQUISITION
OF MINERAL CLAIMS
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. The Company has abandoned this
claim.
On
January 16, 2011, the Company entered into a Property Acquisition and Royalty Agreement with Peter Osha to acquired Peter Osha’s
Lucky Thirteen Placer Mining Property (“Lucky Thirteen”) near Hope, British Columbia, Canada in exchange for $1.5
million Canadian plus a 3% net smelter royalty. Payments on the property were 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
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 on the Project, payable as follows:
a.
$50,000 by May 14, 2011, which was received;
b.
$350,000 by May 31, 2011 which was 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 Black
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 July 31, 2011, the joint
venture reported a net loss of approximately $143,000. Accordingly, the Company recorded its share of those losses, but only up
to the cost of its investment.
The
Company is in default with its payments to Peter Osha on the acquisition of the Lucky Thirteen Mining Claim and it effectively
terminated the agreement of July 31, 2012. Big Rock Resources Inc. could not provide the $8,500,000 financing and that the joint
venture between the Company and Big Rock was also cancelled.
4.
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 and 2012 $29,398 and $27,883 respectively, was due
to these former directors (these amounts included minor travel expenses).
5.
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. 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. This discount has been amortized to interest expense over the year.
On
July 31, 2012, 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. 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 in 2012. This discount has been amortized to interest expense over the year.
6.
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. Interest of $4,075 has been accrued on this Note.
7.
CAPITAL STOCK
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.
There
were no changes to capital stock during the year ended July 31, 2013.
8.
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.
9. 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 | | |
| 34,750 | | |
| 2033 | | |
| 11,815 | | |
| (11,815 | ) | |
| - | |
Total | | |
| 508,192 | | |
| | | |
| 172,785 | | |
| (172,785 | ) | |
| - | |
The
total valuation allowance as of July 31, 2013 was $172,785 which increased by $11,815
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 2009 and forward have not been filed and 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.
10.
SUBSEQUENT EVENTS
On
April 6, 2015, the Company has entered into a Letter of Intent whereby it will sign a definitive agreement to acquire 100% of
Flex Mining through the issuance of 2,000,000 restricted shares, a $10,000 promissory note payable within six months to the owners
of Flex Mining Ltd., and by a capital expenditure of up to $1,000,000 over three years on the Big Monty Claims. Flex Mining Ltd.
owns 100% of six claims named the Big Monty Claims in the historic Abitibi Greenstone Belt. This earn-in agreement is subject
to the Company reverse splitting the shares on the basis of one new share for every 200 existing shares and changing the name
of the Company to Gold Lakes Corp.
Exhibit
31.1 and 31.2
Rule
13a-14(a) 15(d)-14(a) Certification
By
Chief Executive Officer and Chief Financial Officer
I, Christopher
Vallos, certify that:
1. |
I
have reviewed this Form 10-K of Siga Resources, Inc. (the “small business issuer”); |
|
|
2. |
Based
on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary
to make the statements made, in the light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
|
|
3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for,
the periods presented in this report; |
|
|
4. |
The
small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: |
|
|
|
|
(a)
|
Designed
such disclosure controls and procedures, or cause such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
(c)
|
Evaluated
the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as the end of the period covered by this report
based on such evaluation; and |
|
|
|
|
(d)
|
Disclosed
in this report any changes in the small business issuer’s internal control over financial reporting that occurred during
the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s
internal control over the financial reporting; and |
|
|
|
5. |
The
small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financing reporting, to the small business issuer’s auditors and the audit committee of the small business
issuer’s board of directors (or persons performing the equivalent functions): |
|
|
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report
financial information; and |
|
|
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the small business
issuer’s internal control over financial reporting. |
Date:
June 19, 2015 |
|
|
|
|
By: |
CHRISTOPHER
VALLOS |
|
|
Christopher Vallos |
|
|
Chief
Executive Officer Chief Financial Officer, President and Director |
Exhibit
32.1 and 32.2
CERTIFICATE
PURSUANT TO
18
U.S.C. SECTION 1350
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report (the “Report”) on the Form 10-K of Siga Resources, Inc. (the “Company”)
for the year ended July 31, 2013, as filed with the Securities and Exchange Commission on the date hereof, I, Christopher Vallos,
Chief Executive Officer, Chief Financial Officer, President and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
a.
The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934, as amended;
and
b.
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operation
of the Company.
Date:
June 19, 2015 |
|
|
|
|
By: |
CHRISTOPHER
VALLOS |
|
|
Christopher Vallos |
|
|
Chief
Executive Officer Chief Financial Officer, President and Director |