UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN URANIUM CORPORATION
(Exact name of registrant as specified
in its charter)
Nevada
|
1040
|
98-0491170
|
State or other jurisdiction of
|
(Primary Standard Industrial
|
(I.R.S. Employer
|
inception or organization
|
Classification Code Number)
|
Identification No.)
|
600 17th Street, Suite 2800 South Tower
Denver, CO 80202
(303) 634-2265
(Address and telephone number of registrants principal executive offices)
Pacific Stock Transfer Company 500 E. Warm Springs Road,
Suite 240, Las Vegas NV 89119 (702) 361-3033
(Name, address and
telephone number of agent for service)
Copy of communications to:
Clark Wilson LLP
c/o Bernard I. Pinsky
Barristers and
Solicitors
Suite 800 - 885 West Georgia Street
Vancouver, British
Columbia, Canada V6C 3H1
Telephone: 604.687.5700
Fax: 604.687.6314
Approximate date of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If any securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [X]
|
CALCULATION OF REGISTRATION FEE
Title of each class
of
securities to be
registered
|
Amount to be
registered
|
Proposed maximum
offering price
per share
|
Proposed
maximum
aggregate offering
price (US$)
|
Amount of
registration
fee
(2)
|
Common Shares, with a
par value of $0.00001, to
be offered for resale by
selling shareholders
|
8,461,829
(1)
|
$1.25
(2)
|
$10,577,286.25
(2)
|
$324.72
|
Common Shares, with a
par value of $0.00001 to
be offered for resale by
selling shareholders,
underlying 8,461,829
common share purchase
warrants each for the
purchase of one half of a
share of common stock
|
4,230,914
(1)
|
$1.25
(2)
|
$5,288,642.50
(2)
|
$162.36
|
Total
|
|
$487.08
|
(1)
|
An indeterminate number of additional shares of common
stock shall be issuable pursuant to Rule 416 to prevent dilution resulting
from stock splits, stock dividends or similar transactions and in such an
event the number of shares registered shall automatically be increased to
cover the additional shares in accordance with Rule 416 under the
Securities Act.
|
|
|
(2)
|
Estimated in accordance with Rule 457(g) solely for the
purpose of computing the amount of the registration fee based on the price
at which two half warrants may be exercised to acquire one whole common
share.
|
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
2
PROSPECTUS
Subject to Completion:
August 1, 2008
AMERICAN URANIUM CORP.
A NEVADA CORPORATION
12,692,743 SHARES OF COMMON STOCK OF AMERICAN URANIUM CORP.
_________________________________
The prospectus relates to the resale to the public by certain
selling shareholders of American Uranium Corp. of up to 12,692,743 shares of our
common stock with a par value of $0.00001. 8,461,829 of these common shares have
already been issued to the Selling Shareholders and 4,230,914 of these common
shares may be issued to the Selling Shareholders upon the exercise of common
share purchase warrants. Two half common share purchase warrants may be
exercised by the Selling Shareholders at the price of $1.25 per whole common
share until August 23, 2009, the expiry date of the warrants.
After the effective date of this registration statement, the
selling shareholders may offer to sell the shares of common stock being offered
in this prospectus at fixed prices, at prevailing market prices at the time of
sale, at varying prices or at negotiated prices.
We will not receive any proceeds from the resale of shares of
our common stock by the selling shareholders. We may, however, receive up to
$5,288,642.50 in proceeds upon exercise of the share purchase warrants. Any
proceeds we receive will be used for general working capital purposes. We will
pay for expenses of this offering.
The selling shareholders may be deemed to be underwriters, as
such term is defined in the Securities Act. Our common stock is quoted on the
OTC Bulletin Board under the symbol "AUUM".
The Selling
Shareholders will receive the proceeds from the sale of the shares being registered
in this registration statement and prospectus. The Selling Shareholders are
to offer the shares at market price. Based on the closing bid price for one
share of our common stock on the OTC Bulletin Board on August 1, $0.58, the
proceeds the Selling Shareholders, including from the common shares underlying
warrants, could be expected to receive can be estimated as follows:
|
Proceeds to Selling
Shareholders
|
Per Share
|
$0.58
|
Total
|
7,361,790.94
|
Our business is subject to many risks and an investment in
our common stock will also involve a high degree of risk. You should invest in
our common stock only if you can afford to lose your entire investment. You
should carefully consider the various Risk Factors described beginning on page 6
of this prospectus before investing in our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offence.
The information in this prospectus is not complete and may be
changed. The selling shareholders may not sell or offer these securities until
this registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
3
The date of this prospectus is August
1, 2008.
The following table of contents has been designed to help you
find important information contained in this prospectus. We encourage you to
read the entire prospectus.
TABLE OF CONTENTS
4
As used in this prospectus, the terms we, us, our and
American Uranium mean American Uranium Corp. unless otherwise indicated.
All dollar amounts refer to U.S. dollars unless otherwise
indicated.
PROSPECTUS SUMMARY
This summary
highlights information contained elsewhere in this prospectus. Because this
is a summary, it may not contain all of the information that you should consider
before receiving a distribution of our common stock. You should read this entire
prospectus carefully, including the Risk Factors section, the consolidated
financial statements and the notes to the consolidated financial statements.
Our Business
We are an
Exploration Stage Company, as defined by Financial Accounting Standards Board
(FASB) Statement No.7 and Securities and Exchange Commission (SEC)
Industry Guide 7. The Companys principal business is the acquisition and
exploration of mineral property interests in the United States. We have not
presently determined whether its properties contain mineral resources that are
economically recoverable.
We were incorporated
in the State of Nevada on March 23, 2005 (Inception) under the name Alpine
Resources Corporation with an authorized capital of 5,000,000,000 shares
of common stock with a par value of $0.00001. On April 10, 2007, we changed
our name to American Uranium Corporation. We changed the name of
our company to better reflect the direction and business of our company.
On April 10,
2007, the Company effected a 50:1 forward stock split of the authorized, issued
and outstanding common stock. As a result, the authorized share capital increased
from 100,000,000 shares of common stock to 5,000,000,000 shares of common stock
with no change in par value. The issued and outstanding share capital increased
from 5,529,750 shares of common stock to 276,487,500 shares of common stock.
All share and per share amounts have been retroactively adjusted for all periods
presented.
On April 19, 2007, Robert Rich, our current President, acquired
250,000,000 common shares of our company, thereby obtaining approximately 90.4%
of our issued and outstanding shares at that time and, therefore, control of our
company. Mr. Rich was appointed as President, Secretary, Treasurer, and
Director. In relation to the acquisition of the shares by Mr. Rich, our main
office was moved from Vancouver B.C. Canada to Orleans, Massachusetts, where Mr.
Rich lives.
Effective August 20, 2007, we entered into an agreement with
Strathmore Resources (US) Ltd. (Strathmore) for an option to earn-up to a 60%
interest in the Pine Tree-Reno Creek Property located in Campbell County,
Wyoming. Under the terms of the agreement, we have issued six million shares of
common stock of our company to Strathmore and have reimbursed Strathmore 100% of
its expenditures incurred by Strathmore for the Property, in the amount of
$300,000. Pursuant to the agreement, we are required to reimburse funds spent by
Strathmore to acquire additional uranium leases (which will then form part of
the property); and incur a total of $33 million in expenditures on the Property
over a six year period.
Following our entry into the agreement with Strathmore, we
moved our principal executive offices to Denver, Colorado because we wanted to
have an office nearer our Wyoming exploration project.
On September
15, 2007, Hamish Malkin became Chief Financial Officer, Treasurer and a director.
Since our President is also frequently in Vancouver, we moved our principal
executive offices to Vancouver.
On April 7,
2008, we incorporated in Delaware, a wholly owned inactive subsidiary, American
Uranium Corporation.
On June 27,
2008, Hamish Malkin resigned as chief financial officer and treasurer of our
company and from the Board of Directors. Robert A. Rich was appointed as our
acting chief financial officer and treasurer. Our board now consists of Robert
A. Rich and Donald K. Cooper. Following the change of CFO, we changed our official
company address to 600 17
th
Street Suite 2800 South, Denver,
CO 80202 to have a presence closer to the Companys primary exploration
project in the Powder River basin of Wyoming.
5
We also hold a 100% interest in one-24 unit mineral claims in
the Nanaimo Mining Division, British Columbia, Canada. To date we have not
performed any work on the property and have determined that we will not proceed
with the exploration of the property for the foreseeable future because it is a
copper prospect and is peripheral to our core uranium business.
Our principal
executive offices are now located at 600 17th Street, Suite 2800 South Tower,
Denver, CO. Our telephone number is (303) 634-2265. The name of our transfer
agent and registrar of our common stock is Pacific Stock Transfer Company. Their
address is 500 E. Warm Springs Road, Suite 240, Las Vegas NV 89119. Their telephone
number is (702)361-3033.
We are an exploration stage company with a limited operating
history. We have not generated any revenues from our intended business
activities and we do not expect to generate revenues in the near future. We may
never generate revenues. We have incurred losses since inception.
Due to the
uncertainty of our ability to meet our current operating and capital expenses,
in their report, dated June 20, 2008, on our audited financial statements for
the year ended February 29, 2008 our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.
Our financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors.
Number of Shares Being Offered
This prospectus relates to the resale by the selling
shareholders of up to 12,692,743 shares of our common stock in connection with
the resale of:
-
Up to 8,461,829 shares of our common stock that were issued to the selling
shareholders in private placements on December 20, 2007 and September 4, 2007;
and,
-
Up to 4,230,914 shares of our common stock that are issuable to the selling
shareholders upon the exercise of 8,461,829 half common share purchase
warrants issued by us on December 20, 2007 and September 4, 2007. Two half
common share purchase warrant may be exercised to acquire one whole additional
common share at an exercise price of $1.25 per share until the expiry date,
August 23, 2009.
Upon the effectiveness of the registration statement of which
this prospectus forms a part, the selling shareholders may sell the shares of
common stock in the public market or through privately negotiated transactions
or otherwise. The selling shareholders may sell these shares of common stock
through ordinary brokerage transactions, directly to market makers or through
any other means described in the section entitled Plan of Distribution.
The 12,692,743 shares of common stock were or will be, in the
case of common shares underlying warrants, issued to the selling shareholders in
private placement transactions pursuant section 4(2) and/or Regulation S and
Regulation D of the Securities Act of 1933, which provide exemptions from the
registration requirements of the Securities Act of 1933. All of the stock owned
by the selling shareholders will be registered by the registration statement of
which this prospectus forms a part.
Number of Shares Issued and Outstanding
There were
46,207,625 shares of common stock are issued and outstanding as of August 1,
2008.
Use of Proceeds
We will not receive any of the proceeds from the sale of the
shares of our common stock being offered for sale by the selling shareholders.
We may, however, receive up to $5,288,642.50 in proceeds upon exercise of the
share purchase warrants. Two half common share purchase warrants may be
exercised at $1.25 per whole common share
6
until August 23, 2009. Any proceeds we receive will be used for
general working capital purposes and to further explore our mineral properties.
We will incur all costs associated with this registration statement and
prospectus.
RISK FACTORS
An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this prospectus in evaluating
our company and its business before purchasing shares of our companys common
stock. Our business, operating results and financial condition could be
seriously harmed due to any of the following risks. You could lose all or part
of your investment due to any of these risks.
RISKS RELATED TO OUR BUSINESS
1. Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.
Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration program that we intend to
undertake on the Pine Tree-Reno Creek Property and any additional properties
that we may acquire. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The expenditures to be made by us in
the exploration of the Pine Tree-Reno Creek Property may not result in the
discovery of uranium. Any expenditures that we may make in the exploration of
any other mineral property that we may acquire may not result in the discovery
of any commercially exploitable mineral resources. Problems such as unusual or
unexpected geological formations and other conditions are involved in all
mineral exploration and often result in unsuccessful exploration efforts. If the
results of our exploration do not reveal viable commercial mineralization, we
may decide to abandon our interests in the Pine Tree-Reno Creek Property. If
this happens, our business will likely fail.
2. Because of the speculative nature of the exploration
of mineral properties, there is no assurance that our exploration activities
will result in the discovery of any quantities of uranium on the Pine Tree-Reno
Creek Property, the only property we intend to explore at the present time, or
any other additional properties we may acquire.
We intend to continue exploration on the Pine Tree-Reno Creek
Property and we may or may not acquire additional interests in other mineral
properties. The search for minerals as a business is extremely risky. We can
provide investors with no assurance that exploration on the Pine Tree-Reno Creek
Property, or any other property that we may acquire, will establish that any
commercially exploitable quantities of minerals exist. Additional potential
problems may prevent us from discovering any minerals. These potential problems
include, but are not limited to, unanticipated problems relating to exploration
and additional costs and expenses that may exceed current estimates. If we are
unable to establish the presence of minerals on our property, our ability to
fund future exploration activities will be impeded, we will not be able to
operate profitably and investors may lose all of their investment in our
company.
3. Because of the inherent dangers involved in mineral
exploration and exploitation, there is a risk that we may incur liability or
damages as we conduct our business.
The search for minerals involves numerous hazards. As a result,
we may become subject to liability for such hazards, including pollution,
cave-ins and other hazards against which we cannot insure or against which we
may elect not to insure. At the present time we have no coverage to insure
against these hazards. The payment of such liabilities may have a material
adverse effect on our financial position.
7
4. The potential profitability of mineral ventures
depends in part upon factors beyond the control of our company and even if we
discover and exploit mineral deposits, we may never become commercially viable
and we may be forced to cease operations
.
The commercial feasibility of an exploration program on a
mineral property is dependent upon many factors beyond our control, including
the existence and size of mineral resources in the properties we explore, the
proximity and capacity of processing equipment, market fluctuations of prices,
taxes, royalties, land tenure, allowable production and environmental
regulation. These factors cannot be accurately predicted and any one or a
combination of these factors may result in our company not receiving an adequate
return on invested capital. These factors may have material and negative effects
on our financial performance and our ability to continue operations.
5. Exploration and exploitation activities are subject to
comprehensive regulation which may cause substantial delays or require capital
outlays in excess of those anticipated causing an adverse effect on our company.
Exploration and exploitation activities are subject to federal,
provincial or state, and local laws, regulations and policies, including laws
regulating the removal of natural resources from the ground and the discharge of
materials into the environment. Exploration and exploitation activities are also
subject to federal, provincial or state, and local laws and regulations which
seek to maintain health and safety standards by regulating the design and use of
drilling methods and equipment.
Environmental and other legal standards imposed by federal,
provincial or state, or local authorities may be changed and any such changes
may prevent us from conducting planned activities or increase our costs of doing
so, which would have material adverse effects on our business. Moreover,
compliance with such laws may cause substantial delays or require capital
outlays in excess of those anticipated, thus causing an adverse effect on us.
Additionally, we may be subject to liability for pollution or other
environmental damages that we may not be able to or elect not to insure against
due to prohibitive premium costs and other reasons. Any laws, regulations or
policies of any government body or regulatory agency may be changed, applied or
interpreted in a manner which will alter and negatively affect our ability to
carry on our business.
6. Uranium prices are highly volatile; even if we do
discover a deposit of uranium, if the price of uranium is too low, we would not
be able to exploit that resource.
Uranium prices
have been highly volatile, and are affected by numerous international economic
and political factors over which American Uranium has no control. The price
of uranium has varied over the last five years from a high of approximately
$138.00 per pound to a low of approximately $10.00 per pound. The price as of
August 1, 2008 was $64.50 per pound U
3
O
8
. Uranium is primarily
used for power generation in nuclear power plants, and the number of customers
is somewhat limited in comparison to other global commodities. The price of
uranium is affected by numerous factors beyond our control, including the demand
for nuclear power, increased supplies from both existing and new uranium mines,
sales of uranium from existing government stockpiles, and political and economic
conditions. The Company’s long-term success is highly dependent upon the
price of uranium, as the economic feasibility of any ore body discovered on
its properties would in large part be determined by the prevailing market price
of uranium. If a profitable market does not exist, we may have to cease operations.
RISKS ASSOCIATED WITH OUR COMPANY
7. Because the Pine Tree-Reno Creek Property may not
contain commercially exploitable uranium and because we have never made a profit
from our operations, our securities are highly speculative and investors may
lose all of their investment in our company.
Our securities
must be considered highly speculative, generally because of the nature of our
business and our early stage of operations. We currently intend to conduct an
exploration program only on our Pine Tree-Reno Creek Property. The Pine Tree-Reno
Creek Property is in the exploration stage only. We may or may not acquire additional
interests in other mineral properties and we do not have plans to acquire rights
in any specific other mineral properties as of the date of this report. Accordingly,
we have not generated any revenues nor have we realized a profit from our operations
to date and there is little likelihood that we will generate any revenues or
8
realize any profits in the short term. So, any profitability in
the future from our business will be dependent upon locating and exploiting
uranium on the Pine Tree-Reno Creek Property or mineral deposits on any
additional properties that we may acquire. It is uncertain whether any mineral
properties that we may acquire or have an interest in, including the Pine
Tree-Reno Creek Property will contain commercially exploitable mineral deposits
and any funds that we spend on exploration likely will be lost. We may never
discover commercially exploitable uranium in the Pine Tree-Reno Creek Property
or any other area, or we may do so and still not be commercially successful if
we are unable to exploit those mineral deposits profitably. We may not be able
to operate profitably and may have to cease operations, the price of our
securities may decline and investors may lose all of their investment in our
company.
8. As we face intense competition in the uranium
exploration and exploitation industry, we will have to compete with our
competitors for financing and for qualified managerial and technical employees.
If we are unable to successfully compete for properties, financing or for
qualified employees, or if our competitors are able to locate and produce
minerals at lower costs, our operations will suffer.
Our competition in this area includes large established mining
companies with substantial capabilities and with greater financial and technical
resources than we have. As a result of this competition, we may have to compete
for financing and be unable to acquire financing on terms we consider
acceptable. We may also have to compete with the other mining companies in the
region for the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for properties, financing or
for qualified employees, or if our competitors are able to locate and produce
minerals at lower costs, our operations will suffer.
9. We have a history of losses and have a deficit, which
raises substantial doubt about our ability to continue as a going
concern.
We have not
generated any revenues since our inception and we will continue to incur operating
expenses without revenues until we are in commercial deployment. Our net loss
from March 23, 2005 (Inception) to May 31, 2008 was $3,710,135. We had cash
and cash equivalents in the amount of $3,399,593 as of May 31, 2008, which is
sufficient to meet our planned cash requirements for the ensuing year but may
not be sufficient to meet unexpected or unbudgeted expenditures. We have no
income from operations. We estimate our average monthly operating expenses to
be approximately $299,667each month. We cannot provide assurances that we will
be able to successfully explore and develop our business. These circumstances
raise substantial doubt about our ability to continue as a going concern as
described in an explanatory paragraph to our independent auditors report
on our audited financial statements, dated June 20, 2008. If we are unable to
continue as a going concern, investors will likely lose all of their investments
in our company.
10. Our future is dependent upon our ability to obtain
financing. If we do not obtain such financing, we may have to cease our
exploration activities and investors could lose their entire investment.
There is no assurance that we will operate profitably or will
generate positive cash flow in the future. We will require additional financing
in order to proceed beyond the first few months of our exploration program. We
will also require additional financing for the fees we must pay to maintain our
status in relation to the rights to our properties and to pay the fees and
expenses necessary to become and operate as a public company. We will also need
more funds if the costs of the exploration of our uranium claims are greater
than we have anticipated. We will require additional financing to sustain our
business operations if we are not successful in earning revenues. We will also
need further financing if we decide to obtain additional mineral properties. We
currently do not have any arrangements for further financing and we may not be
able to obtain financing when required. Our future is dependent upon our ability
to obtain financing. If we do not obtain such financing, our business could fail
and investors could lose their entire investment.
11. Because we may never earn revenues from our
operations, our business may fail.
Prior to the completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from our
exploration for minerals, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption as to the
9
likelihood that we will prove successful, and we can provide no
assurance that we will generate any revenues or ever achieve profitability. If
we are unsuccessful in addressing these risks, our business will fail and
investors may lose all of their investment in our company.
12. We have a limited operating history and if we are not
successful in operating our business, then investors may lose all of their
investment in our company.
Our company has a limited operating history and is in the
exploration stage. The success of our company is significantly dependent on the
uncertain events of the discovery and exploitation of uranium on the Pine
Tree-Reno Creek Property. If our business plan is not successful and we are not
able to operate profitably, then our stock may become worthless and investors
may lose all of their investment in our company.
RISKS ASSOCIATED WITH OUR COMMON STOCK
13. Sales of a substantial number of shares of our common
stock into the public market by the selling shareholders may cause a reduction
in the price of our stock and purchasers who acquire shares from the selling
shareholders may lose some or all of their investment.
Sales of a substantial number of shares of our common stock in
the public market could cause a reduction in the price of our common stock.
After this registration statement is declared effective, the selling
shareholders may resell up to 26% of the issued and outstanding shares of our
common stock, which is 28% of our issued and outstanding shares that are not
held by our directors, officers or control persons. At that time, a substantial
number of our shares of common stock which have been issued may be available for
immediate resale, which could have an adverse effect on the price of our common
stock. As a result of any such decreases in the price of our common stock,
purchasers who acquire shares from the selling shareholders may lose some or all
of their investment.
Any significant downward pressure on the price of our common
stock as the selling shareholders sell the shares of our common stock could
encourage short sales by the selling shareholders or others. Any such short
sales could place further downward pressure on the price of our common stock.
14. We do not intend to pay dividends on any investment
in the shares of stock of our company.
We have never paid any cash dividends and currently do not
intend to ever pay any cash dividends. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stocks price. This may never happen and investors may lose all
of their investment in our company.
15. Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.
Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority (FINRA). Trading in stock quoted on
the OTC Bulletin Board is often thin and characterized by wide fluctuations in
trading prices due to many factors that may have little to do with our
operations or business prospects. This volatility could depress the market price
of our common stock for reasons unrelated to operating performance. Moreover,
the OTC Bulletin Board is not a stock exchange, and trading of securities on the
OTC Bulletin Board is often more sporadic than the trading of securities listed
on a quotation system like Nasdaq or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.
16. Our stock is a penny stock. Trading of our stock may
be restricted by the SECs penny stock regulations and FINRAs sales practice
requirements, which may limit a shareholders ability to buy and sell our stock.
Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny
10
stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and accredited investors. The term accredited investor refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, FINRA rules require that in recommending an
investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock and have an adverse effect on
the market for our shares.
Please read this prospectus carefully. You should rely only
on the information contained in this prospectus. We have not authorized anyone
to provide you with different information. You should not assume that the
information provided by the prospectus is accurate as of any date other than the
date on the front of this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within
the meaning of Section 27A of the
Securities Act of 1933, as amended
, and
Section 21E of the
Securities Exchange Act of 1934, as amended
. , which
involve risks and uncertainties. You can identify forward-looking statements
because they contain words such as believes, expects, may, will,
should, seeks, approximately, intends, plans, estimates, or
anticipates or similar expressions that concern our strategy, plans or
intentions. All statements we make relating to our estimated and projected
earnings, costs, expenditures, cash flows, growth rates and financial results
are forward-looking statements. In addition, we, through our senior management,
from time to time make forward-looking public statements concerning our expected
future operations and performance and other developments. These forward-looking
statements are subject to risks and uncertainties that may change at any time,
and, therefore, our actual results may differ materially from those that we
expected. We derive many of our forward-looking statements from our operating
budgets and forecasts, which are based upon many detailed assumptions. While we
believe that our assumptions are reasonable, we caution that it is very
difficult to predict the impact of known factors, and, of course, it is
impossible for us to anticipate all factors that could affect our actual
results.
Forward looking statements in this prospectus and registration
statement include that we may receive up to $5,288,642.50 in proceeds from the
exercise of the common share purchase warrants, that the Reno Creek data
obtained last year is expected to enable the Joint Venture to expedite
regulatory permitting requirements and advance the project's production
timeline, that permitting activities are now underway, that work scheduled for
2008 includes the installation of groundwater monitor wells to obtain necessary
geologic and hydrologic information, reserve analysis of the mineralized fronts,
preliminary well field design, and engineering designs of a centralized and/or
satellite in-situ recovery facility.
11
Important factors that could cause actual results to differ
materially from our expectations are disclosed under Risk Factors, beginning
on page 6 of this prospectus, including, without limitation, in conjunction with
the forward-looking statements included in this prospectus under the heading
Risk Factors. All subsequent written and oral forward-looking statements
attributable to us, or persons acting on our behalf, are expressly qualified in
their entirety by the Risk Factors. Some of the factors that we believe could
affect our results include the misinterpretation of data; that we may not be
able to keep our qualified personnel; that funds expected to be received may not
be; uncertainties involved in the interpretation of drilling results and other
tests and the estimation of resources; that we may not be able to get equipment
or labor as we need it; that we may not be able to raise sufficient funds to
complete our intended exploration, purchase, lease or option payments; that our
applications to drill may be denied; that weather, logistical problems or
hazards may prevent us from exploration; that analysis of data cannot be done
accurately and at depth; that results which we have found in any particular
location are not necessarily indicative of larger areas of our property; and
that despite encouraging data there may be no commercially exploitable
mineralization on our properties.
We caution you that the foregoing list of important factors may
not contain all of the material factors that are important to you. In addition,
in light of these risks and uncertainties, the matters referred to in the
forward-looking statements contained in this prospectus may not in fact occur.
We undertake no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as
otherwise required by law.
Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
In this prospectus, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.
As used in this prospectus, the terms "we", "us", "our", and
"American Uranium" mean American Uranium Corporation, unless the context clearly
requires otherwise.
THE OFFERING
This prospectus relates to the resale by the selling
shareholders of up to 12,692,743 shares of our common stock in connection with
the resale of:
-
Up to 8,461,829 shares of our common stock that were issued to the selling
shareholders in private placements on December 20, 2007 and September 4, 2007;
and,
-
Up to 4,230,914 shares of our common stock that are issuable to the selling
shareholders upon the exercise of 8,461,829 half common share purchase
warrants issued by us on December 20, 2007 and September 4, 2007. Two half
common share purchase warrant may be exercised to acquire one whole common
share at an exercise price of $1.25 per share until the expiry date, August
23, 2009.
The selling shareholders may sell the shares of common stock
being offered in this prospectus at fixed prices, at prevailing market prices at
the time of sale, at varying prices or at negotiated prices. We will not receive
any proceeds from the resale of shares of our common stock by the selling
shareholders. We may, however, receive up to $5,288,642.50 in proceeds from the
exercise of the common share purchase warrants.
USE OF PROCEEDS
The shares of common stock offered by this prospectus are being
registered for the account of the selling shareholders named in this prospectus.
As a result, all proceeds from the sales of the common stock will go to the
selling shareholders and we will not receive any proceeds from the resale of the
common stock by the selling shareholders. We will, however, incur all costs
associated with this registration statement and prospectus.
Assuming that all of the warrants for which the underlying
shares of our common stock that are covered by this prospectus are exercised, we
will receive cash proceeds in the amount of approximately $5,288,642.50 from the
12
exercise of the 4,230,914 warrants. We will use these proceeds
for our general working capital purposes and to further explore our mineral
properties.
The 8,461,829 half common share purchase warrants are
exercisable at an exercise price of $1.25 per whole common share until the
expiry date on August 23, 2009. Two half common share purchase warrants are
required for one whole share of common stock.
DIVIDEND POLICY
We have not declared or paid any cash dividends since
inception. We do not intend to pay any cash dividends in the foreseeable future.
Although there are no restrictions that limit our ability to pay dividends on
our common stock, we intend to retain future earnings for use in our operations
and the expansion of our business. Our future dividend policy will be determined
from time to time by our Board of Directors.
Because we do not intend to declare dividends, any gain on an
investment in our company will need to come through an increase in the stocks
price. This may never happen and investors may lose all of their investment in
our company.
SELLING SHAREHOLDERS
The selling shareholders may offer and sell, from time to time,
any or all of our common stock issued to them. Because the selling shareholders
may offer all or only some portion of the 12,692,743 shares of common stock to
be registered, no exact number can be given as to the amount or percentage of
these shares of common stock that will be held by the selling shareholders upon
termination of the offering. We can only make estimates and assumptions. The
table found below sets forth certain information regarding the beneficial
ownership of shares of common stock by the selling shareholders as of July 3,
2008 and the number of shares of common stock covered by this prospectus. The
number of shares listed in the category entitled Number of Shares Owned by
Selling Shareholder After Offering and Percent of Total Issued and Outstanding
represent an estimate of the number of shares of common stock that will be held
by the selling shareholders after the offering. To arrive at this estimate, we
have assumed that the selling shareholders will sell all of the shares to be
registered pursuant to this offering.
None of the selling shareholders had or have any material or
contractual relationship with our company or any of its affiliates within the
past three years, other than the private placement purchase through which they
purchased their shares and warrants. None of the selling shareholders is a
broker-dealer or an affiliate of a broker-dealer.
We may require the selling shareholders to suspend the sales of
the securities offered by this prospectus upon the occurrence of any event that
makes any statement in this prospectus or the related registration statement
untrue in any material respect or that requires the changing of statements in
these documents in order to make statements in those documents not misleading.
Name of Selling
Shareholder and
Position, Office or Material
Relationship with American Uranium*
|
Common
Shares owned by
the
Selling
Shareholder
(1)
|
Total
Shares to be
Registered
Pursuant to this
Offering
|
Number of Shares Owned by
Selling
Shareholder After
Offering and Percent of Total
Issued and Outstanding
(2)
|
# of
Shares
(3)
|
% of
Class
(3)
|
Belltown Capital Partners LLP
(41)
|
150,000
(4)
|
150,000
|
0
|
0
|
Philip Howard
|
37,500
(5)
|
37,500
|
0
|
0
|
Haywood Securities Inc. ITF HBS
Financial Planning
(6)
|
37,500
(5)
|
37,500
|
0
|
0
|
Robert Gaskin
|
37,500
(5)
|
37,500
|
0
|
0
|
I.
Fleming
|
37,500
(5)
|
37,500
|
0
|
0
|
R.J. Kenworthy
|
37,500
(5)
|
37,500
|
0
|
0
|
13
Name of Selling
Shareholder and
Position, Office or Material
Relationship with American Uranium*
|
Common
Shares owned by
the
Selling
Shareholder
(1)
|
Total
Shares to be
Registered
Pursuant to this
Offering
|
Number of Shares Owned by
Selling
Shareholder After
Offering and Percent of Total
Issued and Outstanding
(2)
|
# of
Shares
(3)
|
% of
Class
(3)
|
C.
Braithwaite
|
37,500
(5)
|
37,500
|
0
|
0
|
L.
Cornthwaite
|
37,500
(5)
|
37,500
|
0
|
0
|
M.J. Kenyon
|
75,000
(7)
|
75,000
|
0
|
0
|
Andrew Stevenson
|
37,500
(5)
|
37,500
|
0
|
0
|
P.
Thomson
|
37,500
(5)
|
37,500
|
0
|
0
|
Falstaff Holdings Ltd.
(9)
|
150,000
(4)
|
150,000
|
0
|
0
|
William Lowe
|
300,000
(10)
|
300,000
|
0
|
0
|
Blur Investments Ltd.
(42)
|
100,500
(11)
|
100,500
|
0
|
0
|
Brian D. Hicks
|
75,000
(7)
|
75,000
|
0
|
0
|
Rick Langer
|
150,000
(4)
|
150,000
|
0
|
0
|
Brian Cole
|
30,000
(12)
|
30,000
|
0
|
0
|
Chad Renshaw
|
30,000
(12)
|
30,000
|
0
|
0
|
Bide Dheenshaw
|
22,500
(13)
|
22,500
|
0
|
0
|
Thomas W. Monkman
|
30,000
(12)
|
30,000
|
0
|
0
|
Vasilios John Kerasiotis
|
30,000
(12)
|
30,000
|
0
|
0
|
Pushpinder Randhawa
|
24,000
(14)
|
24,000
|
0
|
0
|
Ryan Lamont
|
30,000
(12)
|
30,000
|
0
|
0
|
David Doherty
|
75,000
(7)
|
75,000
|
0
|
0
|
Carson Seabolt
|
60,000
(15)
|
60,000
|
0
|
0
|
Jasvir Kaloti
|
15,000
(16)
|
15,000
|
0
|
0
|
Kyle Stevenson
|
75,000
(7)
|
75,000
|
0
|
0
|
Francis Peet
|
45,000
(17)
|
45,000
|
0
|
0
|
Erin Norman
|
150,000
(4)
|
150,000
|
0
|
0
|
Robert Quartermain
|
75,000
(7)
|
75,000
|
0
|
0
|
Robert Bishop
|
150,000
(4)
|
150,000
|
0
|
0
|
Sherman Dahl
|
150,000
(4)
|
150,000
|
0
|
0
|
Judith Halvorson
|
37,500
(5)
|
37,500
|
0
|
0
|
Michael H. Halvorson
|
150,000
(4)
|
150,000
|
0
|
0
|
Stanley Case
|
112,500
(25)
|
112,500
|
0
|
0
|
Michael E. Shewchuk Prof. Corp.
(43)
|
75,000
(7)
|
75,000
|
0
|
0
|
Maureen F. Latter
|
75,000
(7)
|
75,000
|
0
|
0
|
Paroda Investments Ltd.
(44)
|
75,000
(7)
|
75,000
|
0
|
0
|
R.C. Bruntjen Professional Corp.
(45)
|
75,000
(7)
|
75,000
|
0
|
0
|
Ivan Matousek
|
30,000
(12)
|
30,000
|
0
|
0
|
Yulia Nesterchuk
|
150,000
(4)
|
150,000
|
0
|
0
|
Protskiv Dzvenyslava
|
150,000
(4)
|
150,000
|
0
|
0
|
Garry Lothar Reichert
|
30,000
(12)
|
30,000
|
0
|
0
|
Michael Baybak
|
1,200,000
(26)
|
1,200,000
|
0
|
0
|
George Duggan
|
99,999
(27)
|
99,999
|
0
|
0
|
Gyratron Developments Ltd.
(46)
|
15,000
(16)
|
15,000
|
0
|
0
|
Ron French Films Inc.
(47)
|
99,999
(27)
|
99,999
|
0
|
0
|
Bernie Penner
|
37,500
(5)
|
37,500
|
0
|
0
|
Graham Harris
|
150,000
(4)
|
150,000
|
0
|
0
|
Paul H. Benson
|
37,500
(5)
|
37,500
|
0
|
0
|
Gary Thiessen
|
15,000
(16)
|
15,000
|
0
|
0
|
Sam T. Reimer
|
30,000
(12)
|
30,000
|
0
|
0
|
Brad Malcolm
|
27,000
(28)
|
27,000
|
0
|
0
|
William Marsh
|
22,500
(13)
|
22,500
|
0
|
0
|
L.M.E. Holding Company Ltd.
(48)
|
99,996
(29)
|
99,996
|
0
|
0
|
Leora A. Splett
|
15,000
(16)
|
15,000
|
0
|
0
|
14
Name of Selling
Shareholder and
Position, Office or Material
Relationship with American Uranium*
|
Common
Shares owned by
the
Selling
Shareholder
(1)
|
Total
Shares to be
Registered
Pursuant to this
Offering
|
Number of Shares Owned by
Selling
Shareholder After
Offering and Percent of Total
Issued and Outstanding
(2)
|
# of
Shares
(3)
|
% of
Class
(3)
|
Charles Supapodok
(38)
|
169,500
(30)
|
169,500
|
0
|
0
|
Yoshimi Horie
|
19,999
(31)
|
19,999
|
0
|
0
|
Thomas E. Oppenheim
|
150,000
(4)
|
150,000
|
0
|
0
|
Charles Supapodok, Sr.
(69)
|
97,500
(32)
|
97,500
|
0
|
0
|
Mark Bloom
|
600,000
(33)
|
600,000
|
0
|
0
|
Trevor Archard
|
70,500
(34)
|
70,500
|
0
|
0
|
William Douglas Goodfellow
|
1,500,000
(35)
|
1,500,000
|
0
|
0
|
Ralph W. Kettell, II
|
300,000
(10)
|
300,000
|
0
|
0
|
321Gold, Ltd.
|
150,000
(4)
|
150,000
|
0
|
0
|
Munday-Maxwell & Gaylene
Association
(49)
|
450,000
(36)
|
450,000
|
0
|
0
|
Greg McCoach
|
48,750
(24)
|
48,750
|
0
|
0
|
Gibralt Capital Corporation
(50)
|
375,000
(37)
|
375,000
|
0
|
0
|
David Greenway
|
45,000
(17)
|
45,000
|
0
|
0
|
William Matlack
|
150,000
(4)
|
150,000
|
0
|
0
|
Robert Gallagher
|
37,500
(5)
|
37,500
|
0
|
0
|
Black Cordyline Pty. Ltd.
(51)
|
15,000
(16)
|
15,000
|
0
|
0
|
Billy Ho
|
15,000
(16)
|
15,000
|
0
|
0
|
Dominic Goh
|
15,000
(16)
|
15,000
|
0
|
0
|
Ronald James McElligott
|
30,000
(12)
|
30,000
|
0
|
0
|
John Percival & Josephine Gregan
|
180,000
(4)(39)
|
180,000
|
0
|
0
|
R.
G. Brown
|
37,500
(5)
|
37,500
|
0
|
0
|
Derick R.J. Wightman
|
37,500
(5)
|
37,500
|
0
|
0
|
Valerie Hardacre
|
37,500
(5)
|
37,500
|
0
|
0
|
Eric A. Thurston
|
37,500
(5)
|
37,500
|
0
|
0
|
Adele Rawcliffe Coles
|
37,500
(5)
|
37,500
|
0
|
0
|
Roger Lawrence Pilkington
|
37,500
(5)
|
37,500
|
0
|
0
|
Gillian Lesley Ainsworth
|
37,500
(5)
|
37,500
|
0
|
0
|
Leonard Rawcliffe
|
37,500
(5)
|
37,500
|
0
|
0
|
James Lawrence Hunt
|
37,500
(5)
|
37,500
|
0
|
0
|
J.A. Charland
|
30,000
(12)
|
30,000
|
0
|
0
|
William J. McCluskey
|
225,000
(21)
|
225,000
|
0
|
0
|
Trustees of Blackpool Trim Shops
Retirement & Death Benefit Scheme
(52)
|
37,500
(5)
|
37,500
|
0
|
0
|
Stephen K. Butterfield
|
37,500
(5)
|
37,500
|
0
|
0
|
Martin Beverley Brown
|
37,500
(5)
|
37,500
|
0
|
0
|
Mark H. Hamilton
|
37,500
(5)
|
37,500
|
0
|
0
|
P.S. Holgate
|
37,500
(5)
|
37,500
|
0
|
0
|
R.
Heath
|
37,500
(5)
|
37,500
|
0
|
0
|
Ian Cooper
(67)
|
37,500
(5)
|
37,500
|
0
|
0
|
Duncan Clement Brand
|
15,000
(16)
|
15,000
|
0
|
0
|
Allan James Hubbard
|
15,000
(16)
|
15,000
|
0
|
0
|
Linda Benson
|
15,000
(16)
|
15,000
|
0
|
0
|
Eugene Chen
|
15,000
(16)
|
15,000
|
0
|
0
|
Traci Benson-Migliarese
|
37,500
(5)
|
37,500
|
0
|
0
|
Jay Quan
|
22,500
(13)
|
22,500
|
0
|
0
|
Stephen M. Potts
|
15,000
(16)
|
15,000
|
0
|
0
|
1088295 Alberta Ltd.
(53)
|
19,500
(19)
|
19,500
|
0
|
0
|
Pratima Pandit
|
60,000
(15)
|
60,000
|
0
|
0
|
David Berg
|
45,000
(17)
|
45,000
|
0
|
0
|
Arun Abbi
|
30,000
(12)
|
30,000
|
0
|
0
|
15
Name of Selling
Shareholder and
Position, Office or Material
Relationship with American Uranium*
|
Common
Shares owned by
the
Selling
Shareholder
(1)
|
Total
Shares to be
Registered
Pursuant to this
Offering
|
Number of Shares Owned by
Selling
Shareholder After
Offering and Percent of Total
Issued and Outstanding
(2)
|
# of
Shares
(3)
|
% of
Class
(3)
|
Kenneth Bagan
|
30,000
(12)
|
30,000
|
0
|
0
|
Michael Kelly
|
30,000
(12)
|
30,000
|
0
|
0
|
Laura Mattucci
|
15,000
(16)
|
15,000
|
0
|
0
|
Michael Johnson
|
22,500
(13)
|
22,500
|
0
|
0
|
927051 Alberta Ltd.
(54)
|
30,000
(12)
|
30,000
|
0
|
0
|
954866 Alberta Inc.
(55)
|
15,000
(16)
|
15,000
|
0
|
0
|
Matthew Lombardi
|
15,000
(16)
|
15,000
|
0
|
0
|
Monika Meshkati
|
30,000
(12)
|
30,000
|
0
|
0
|
Daniel Migliarese
|
10,500
(20)
|
10,500
|
0
|
0
|
Len Wong
|
22,500
(13)
|
22,500
|
0
|
0
|
Wayne Wong
|
45,000
(17)
|
45,000
|
0
|
0
|
Bank of Ireland
SIPP T.L. Pilkington
A.J. Bell (PP) Trustees Ltd.
(56)
|
37,500
(5)
|
37,500
|
0
|
0
|
Thomas Tuggle
|
15,000
(16)
|
15,000
|
0
|
0
|
James Vance
|
37,500
(5)
|
37,500
|
0
|
0
|
Jean Williams
|
30,000
(12)
|
30,000
|
0
|
0
|
Datmix Investments Ltd.
(57)
|
60,000
(15)
|
60,000
|
0
|
0
|
Dragon Equities Ltd.
(58)
|
75,000
(7)
|
75,000
|
0
|
0
|
Argentaurus Capital Ltd.
(59)
|
150,000
(4)
|
150,000
|
0
|
0
|
Platoro Investments Ltd.
(60)
|
60,000
(15)
|
60,000
|
0
|
0
|
Andrew Williams
|
75,000
(7)
|
75,000
|
0
|
0
|
Millerd Holdings Ltd.
|
225,000
(21)
|
225,000
|
0
|
0
|
Laurence Guichon
|
75,000
(7)
|
75,000
|
0
|
0
|
Terry Evancio
|
75,000
(7)
|
75,000
|
0
|
0
|
John Day
|
30,000
(12)
|
30,000
|
0
|
0
|
Timothy Turyk
|
30,000
(12)
|
30,000
|
0
|
0
|
Trafalgar 1805 Ltd.
(61)
|
37,500
(5)
|
37,500
|
0
|
0
|
Warwick Smith
|
15,000
(16)
|
15,000
|
0
|
0
|
Laura Staude
|
7,500
(22)
|
7,500
|
0
|
0
|
0707677 BC Ltd.
(62)(40)
|
37,500
(5)
|
37,500
|
0
|
0
|
David Phipps
|
15,000
(16)
|
15,000
|
0
|
0
|
Remap Management Ltd.
(63)
|
37,500
(5)
|
37,500
|
0
|
0
|
Chris De Groot
(40)
|
37,500
(5)
|
37,500
|
0
|
0
|
Bernie De Groot
(68)
|
37,500
(5)
|
37,500
|
0
|
0
|
Aeneas Mackay Millennium Trust
(64)
|
22,500
(13)
|
22,500
|
0
|
0
|
Matthew Clarke
|
22,500
(13)
|
22,500
|
0
|
0
|
Green Belt Estates Ltd.
(65)
|
37,500
(5)
|
37,500
|
0
|
0
|
Ed
McKim
|
37,500
(5)
|
37,500
|
0
|
0
|
William McNaughton
|
37,500
(5)
|
37,500
|
0
|
0
|
Giles Clarke
|
37,500
(5)
|
37,500
|
0
|
0
|
Nancy Girling
|
37,500
(5)
|
37,500
|
0
|
0
|
Batell Investments Ltd.
(66)
|
37,500
(5)
|
37,500
|
0
|
0
|
David Elliott
|
75,000
(7)
|
75,000
|
0
|
0
|
David Shepherd
|
75,000
(7)
|
75,000
|
0
|
0
|
Craig Steinke
|
18,750
(23)
|
18,750
|
0
|
0
|
Dana Prince
|
37,500
(5)
|
37,500
|
0
|
0
|
Alexander Wurm
|
48,750
(24)
|
48,750
|
0
|
0
|
Total
|
12,692,743
|
12,692,743
|
0
|
0
|
16
*
Includes any material relationship which the
selling shareholder has had within the past three years with the registrant or
any of its predecessors or affiliates
(1)
|
Beneficial ownership is determined in accordance with SEC
rules and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options, warrants and
convertible preferred stock currently exercisable or convertible, or
exercisable or convertible within sixty (60) days, would be counted as
outstanding for computing the percentage of the person holding such
options or warrants but not counted as outstanding for computing the
percentage of any other person.
|
(2)
|
Based on 46,207,625 shares outstanding as of August
1, 2008.
|
(3)
|
To arrive at these estimates, we have assumed that the
selling shareholders will sell all of the shares to be registered pursuant
to this offering.
|
(4)
|
Consists of 100,000 common shares and 50,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009 held in the names of John
Percival and Josephine Gregan, 10,000 common shares and 5,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009 held in the name of Erica
Gregan and 10,000 common shares and 5,000 whole common share purchase
warrants with an exercise price of $1.25 per whole common share and an
expiry date of August 23, 2009 held in the name of John Patrick
Gregan.
|
(5)
|
Consists of 25,000 common shares and 12,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(6)
|
Roger Hardaker exercises the sole right to vote or
dispose of the shares to be offered by Haywood Securities Inc. ITF HBS
Financial Planning.
|
(7)
|
Consists of 50,000 common shares and 25,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(8)
|
Consists of 100,000 common shares and 50,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(9)
|
David Fraser exercises the sole right to vote or dispose
of the shares to be offered by Falstaff Holdings Ltd.
|
(10)
|
Consists of 200,000 common shares and 100,000 whole
common share purchase warrants with an exercise price of $1.25 per whole
common share and an expiry date of August 23, 2009.
|
(11)
|
Consists of 67,000 common shares and 33,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(12)
|
Consists of 20,000 common shares and 10,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(13)
|
Consists of 15,000 common shares and 7,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(14)
|
Consists of 16,000 common shares and 8,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(15)
|
Consists of 40,000 common shares and 20,000whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(16)
|
Consists of 10,000 common shares and 5,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(17)
|
Consists of 30,000 common shares and 15,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(19)
|
Consists of 13,000 common shares and 13,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(20)
|
Consists of 7,000 common shares and 3,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(21)
|
Consists of 150,000 common shares and 75,000 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(22)
|
Consists of 5,000 common shares and 2,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(23)
|
Consists of 12,500 common shares and 6,250 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(24)
|
Consists of 32,500 common shares and 16,250 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(25)
|
Consists of 75,000 common shares and 37,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
17
(26)
|
Consists of 800,000 common shares and 400,000 whole
common share purchase warrants with an exercise price of $1.25 per whole
common share and an expiry date of August 23, 2009.
|
(27)
|
Consists of 66,666 common shares and 33,333 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(28)
|
Consists of 18,000 common shares and 9,000whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(29)
|
Consists of 66,664 common shares and 33,332 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(30)
|
Consists of 113,000 common shares and 56,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(31)
|
Consists of 13,333 common shares and 66,666 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(32)
|
Consists of 65,000 common shares and 32,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(33)
|
Consists of 400,000 common shares and 200,000 whole
common share purchase warrants with an exercise price of $1.25 per whole
common share and an expiry date of August 23, 2009.
|
(34)
|
Consists of 47,000 common shares and 23,500 whole common
share purchase warrants with an exercise price of $1.25 per whole common
share and an expiry date of August 23, 2009.
|
(35)
|
Consists of 1,000,000 common shares and 500,000 whole
common share purchase warrants with an exercise price of $1.25 per whole
common share and an expiry date of August 23, 2009.
|
(36)
|
Consists of 300,000 common shares and 150,000 whole
common share purchase warrants with an exercise price of $1.25 per whole
common share and an expiry date of August 23, 2009.
|
(37)
|
Consists of 250,000 common shares and 125,000 whole
common share purchase warrants with an exercise price of $1.25 per whole
common share and an expiry date of August 23, 2009.
|
(38)
|
Charles Supapodok exercises the sole right to vote or
dispose of the shares..
|
(39)
|
John Percival exercises the sole right to vote or dispose
of the shares held by Erica Gregan, his daughter, Josephine Gregan, his
wife and John Patrick Gregan, his son.
|
(40)
|
Chris De Groot exercises the sole right to vote or
dispose of the shares.
|
(41)
|
Bill Tarangelo exercises the sole right to vote or
dispose of the shares to be offered by Belltown Capital Partners
LLP.
|
(42)
|
Murray Atkins exercises the sole right to vote or dispose
of the shares to be offered by Blur Investments Ltd.
|
(43)
|
Michael E. Shewchuk exercises the sole right to vote or
dispose of the shares to be offered by Michael E. Shewchuk Prof.
Corp.
|
(44)
|
Joe R. Fenrich exercises the sole right to vote or
dispose of the shares to be offered by Paroda Investments Ltd.
|
(45)
|
Roger C. Bruntjen exercises the sole right to vote or
dispose of the shares to be offered by R.C. Bruntjen Professional
Corp.
|
(46)
|
Mir Huculak exercises the sole right to vote or dispose
of the shares to be offered by Gyratron Developments Ltd.
|
(47)
|
Ron French exercises the sole right to vote or dispose of
the shares to be offered by Ron French Films Inc.
|
(48)
|
Linda Edftrom exercises the sole right to vote or dispose
of the shares to be offered by L.M.E. Holding Company Ltd.
|
(49)
|
Maxwell Munday exercises the sole right to vote or
dispose of the shares to be offered by Munday-Maxwell & Gaylene
Association. Maxwell Munday disclaims beneficial ownership of the
shares.
|
(50)
|
Samuel Belzberg exercises the sole right to vote or
dispose of the shares to be offered by Gibralt Capital
Corporation.
|
(51)
|
Robert Mrozowski exercises the sole right to vote or
dispose of the shares to be offered by Black Cordyline Pty. Ltd.
|
(52)
|
Robert Taylor exercises the sole right to vote or dispose
of the shares to be offered by Trustees of Blackpool Trim Shops Retirement
& Death Benefit Scheme.
|
(53)
|
Jeff & Cindy Mead exercises the sole right to vote or
dispose of the shares to be offered by 1088295 Alberta Ltd.
|
(54)
|
Neil Devchand exercises the sole right to vote or dispose
of the shares to be offered by 927051 Alberta Ltd.
|
(55)
|
William Scott Harkness exercises the sole right to vote
or dispose of the shares to be offered by 954866 Alberta Inc.
|
(56)
|
T.L. Pilkington and A.J. Bell exercises the shared right
to vote or dispose of the shares to be offered by Bank of Ireland SIPP
T.L. Pilkington A.J. Bell (PP) Trustees Ltd.
|
(57)
|
Margrith Burer & Wohlwend Patrick exercise the shared
right to vote or dispose of the shares to be offered by Datmix Investments
Ltd.
|
(58)
|
Anthony J. Williams exercises the sole right to vote or
dispose of the shares to be offered by Dragon Equities
Ltd.
|
18
(59)
|
Paul Hickey, Jordan Eliseo and Benjamin Lee exercise the
shared right to vote or dispose of the shares to be offered by Argentaurus
Capital Ltd.
|
(60)
|
Jordan Eliseo and Benjamin Lee exercise the shared right
to vote or dispose of the shares to be offered by Platoro Investments
Ltd.
|
(61)
|
John Henry Clarke exercises the sole right to vote or
dispose of the shares to be offered by Trafalgar 1805 Ltd.
|
(62)
|
Marcel De Groot exercises the sole right to vote or
dispose of the shares to be offered by 0707677 BC Ltd.
|
(63)
|
Robert Saunders exercises the sole right to vote or
dispose of the shares to be offered by Remap Management Ltd.
|
(64)
|
Aeneas S. Mackay exercises the sole right to vote or
dispose of the shares to be offered by Aeneas Mackay Millennium
Trust.
|
(65)
|
Douglas Dean Rochon exercises the sole right to vote or
dispose of the shares to be offered by Green Belt Estates Ltd.
|
(66)
|
David Elliot exercises the sole right to vote or dispose
of the shares to be offered by Batell Investments Ltd.
|
(67)
|
Ian Cooper is not related to our director Donald Cooper.
Ian Cooper exercises the sole right to vote or dispose of his
shares.
|
(68)
|
Bernie De Groot exercises the sole right to vote or
dispose of the shares.
|
(69)
|
Charles Supapodok, Sr. exercises the sole right to vote
or dispose of the shares.
|
PLAN OF DISTRIBUTION
The selling shareholders may, from time to time, sell all or a
portion of the shares of common stock on any market upon which the common stock
may be quoted (currently the OTC Bulletin Board), in privately negotiated
transactions or otherwise. Such sales may be at fixed prices prevailing at the
time of sale, at prices related to the market prices or at negotiated prices.
The shares of common stock being offered for resale by this prospectus may be
sold by the selling shareholders by one or more of the following methods,
without limitation:
|
(a)
|
block trades in which the broker or dealer so engaged
will attempt to sell the shares of common stock as agent but may position
and resell a portion of the block as principal to facilitate the
transaction;
|
|
(b)
|
purchases by broker or dealer as principal and resale by
the broker or dealer for its account pursuant to this
prospectus;
|
|
(c)
|
an exchange distribution in accordance with the rules of
the exchange;
|
|
(d)
|
ordinary brokerage transactions and transactions in which
the broker solicits purchasers;
|
|
(e)
|
privately negotiated transactions;
|
|
(f)
|
market sales (both long and short to the extent permitted
under the federal securities laws);
|
|
(g)
|
at the market to or through market makers or into an
existing market for the shares;
|
|
(h)
|
through transactions in options, swaps or other
derivatives (whether exchange listed or otherwise);
|
|
(i)
|
a combination of any aforementioned methods of sale;
and,
|
|
(j)
|
any other method permitted pursuant to applicable
law.
|
In the event of the transfer by any selling shareholder of his
or her shares to any pledgee, donee or other transferee, we will amend this
prospectus and the registration statement of which this prospectus forms a part
by the filing of a post-effective amendment in order to have the pledgee, donee
or other transferee in place of the selling shareholder who has transferred his
or her shares.
In effecting sales, brokers and dealers engaged by the selling
shareholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the selling shareholders or,
if any of the broker-dealers act as an agent for the purchaser of such shares,
from the purchaser in amounts to be negotiated which are not expected to exceed
those customary in the types of transactions involved. Broker-dealers may agree
with the selling shareholders to sell a specified number of the shares of common
stock at a stipulated price per share. Such an agreement may also require the
broker-dealer to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling
shareholders if such broker-dealer is unable to sell the shares on behalf of the
selling shareholders. Broker-dealers who acquire shares of common stock as
principal may thereafter resell the shares of common stock from time to time in
transactions which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. Such sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices
19
related to the then-current market price or in negotiated
transactions. In connection with such resales, the broker-dealer may pay to or
receive from the purchasers of the shares, commissions as described above.
The selling shareholders and any broker-dealers or agents that
participate with the selling shareholders in the sale of the shares of common
stock may be deemed to be underwriters within the meaning of the Securities
Act in connection with these sales. In that event, any commissions received by
the broker-dealers or agents and any profit on the resale of the shares of
common stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
Any sales of shares may be effected through the OTC Bulletin
Board, in private transactions or otherwise, and the shares may be sold at
market price prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
The selling shareholders may also engage in short sales against
the box, puts and calls and other transactions in our securities or derivatives
of our securities and may sell or deliver shares in connection with these
trades. From time to time, the selling shareholders may pledge their shares of
common stock pursuant to the margin provisions of their customer agreements with
their brokers. Upon a default by a selling shareholder, the broker may offer and
sell the pledged shares of common stock from time to time. Upon a sale of the
shares of common stock, the selling shareholders intend to comply with the
prospectus delivery requirements, under the Securities Act, by delivering a
prospectus to each purchaser in the transaction. We intend to file any
amendments or other necessary documents in compliance with the Securities Act
which may be required in the event any selling shareholder defaults under any
customer agreement with brokers.
To the extent required under the Securities Act, a post
effective amendment to this registration statement will be filed, disclosing the
name of any broker-dealers, the number of shares of common stock involved, the
price at which the common stock is to be sold, the commissions paid or discounts
or concessions allowed to such broker-dealers, where applicable, that such
broker-dealers did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus and other facts material to
the transaction.
We and the selling shareholders will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended, and the rules and
regulations under it, including, without limitation, Rule 10b-5 and, insofar as
the selling shareholders are distribution participants and we, under certain
circumstances, may be a distribution participant, under Regulation M. All of the
foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not
limited to, legal, accounting, printing and mailing fees are and will be borne
by us. Any commissions, discounts or other fees payable to brokers or dealers in
connection with any sale of the shares of common stock will be borne by the
selling shareholders, the purchasers participating in such transaction, or both.
We have agreed to indemnify certain selling shareholders and certain other
persons against certain liabilities, including liabilities under the Securities
Act of 1933, as amended, or to contribute to payments to which such selling
shareholders or their respective pledgees, donees, transferees or other
successors in interest may be required to make in respect thereof.
Any shares of common stock covered by this prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may
be sold under Rule 144 rather than pursuant to this prospectus.
DESCRIPTION OF SECURITIES
Common Stock
: We are authorized to issue 5,000,000,000
shares of common stock with a par value of $0.00001 per share. As at August
1, 2008 we had 46,207,625 shares of common stock outstanding. Upon liquidation,
dissolution or winding up of the corporation, the holders of common stock are
entitled to share ratably in all net assets available for distribution to shareholders
after payment to creditors. The common stock is not convertible or redeemable
and has no pre-emptive, subscription or conversion rights. There are no conversion,
redemption, sinking fund or similar provisions regarding the common stock. Each
outstanding share of common stock is entitled to one vote on all matters submitted
to a vote of shareholders. There are no cumulative voting rights.
20
Each shareholder is entitled to receive the dividends as may be
declared by our board of directors out of funds legally available for dividends
and, in the event of liquidation, to share pro rata in any distribution of our
assets after payment of liabilities. Our board of directors is not obligated to
declare a dividend. Any future dividends will be subject to the discretion of
our board of directors and will depend upon, among other things, future
earnings, the operating and financial condition of our company, its capital
requirements, general business conditions and other pertinent factors. It is not
anticipated that dividends will be paid in the foreseeable future.
There are no provisions in our Articles of Incorporation or our
Bylaws that would delay, defer or prevent a change in control of our company.
Preferred Stock:
We are not authorized to issue preferred
stock. As at August 1, 2008 ,
there were no shares of preferred stock outstanding.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having
prepared or certified any part of this prospectus or having given an opinion
upon the validity of the securities being registered or upon other legal matters
in connection with the registration or offering of the common stock was employed
on a contingency basis or had, or is to receive, in connection with the
offering, a substantial interest, directly or indirectly, in the registrant. Nor
was any such person connected with the registrant as a promoter, managing or
principal underwriter, voting trustee, director, officer or employee.
The financial
statements of American Uranium for year ended February 28, 2007 included in
this registration statement have been audited by Telford Sadovnik P.L.L.C.,
to the extent and for the period set forth in their report (which contains an
explanatory paragraph regarding our companys ability to continue as a
going concern) appearing elsewhere in the registration statement, and are included
in reliance upon such report given upon the authority of said firm as experts
in auditing and accounting.
The financial
statements of American Uranium for year ended February 29, 2008 included in
this registration statement have been audited by Davidson & Company LLP,
Chartered Accountants., to the extent and for the period set forth in their
report (which contains an explanatory paragraph regarding our companys
ability to continue as a going concern) appearing elsewhere in the registration
statement, and are included in reliance upon such report given upon the authority
of said firm as experts in auditing and accounting.
TRANSFER AGENT AND REGISTRAR
The name of our transfer agent and registrar of our common
stock is Pacific Stock Transfer Company. Their address is 500 E. Warm Springs
Road, Suite 240, Las Vegas NV 89119. Their telephone number is (702)
361-3033.
INFORMATION WITH RESPECT TO THE REGISTRANT
DESCRIPTION OF BUSINESS
We are an
Exploration Stage Company, as defined by Financial Accounting Standards Board
(FASB) Statement No.7 and Securities and Exchange Commission (SEC)
Industry Guide 7. Our principle business is the acquisition and exploration
of mineral property interests in the United States. We have not presently determined
whether its properties contain mineral resources that are economically recoverable.
These statements have been prepared on a going concern basis, which implies
the Company will continue to meet its obligations and continue its operations
for the next fiscal year. Realization values may be substantially different
from carrying values as shown and these financial statements do not include
any adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company
be unable to continue as a going concern. As at August 1, 2008, the Company
has not generated revenues and has accumulated losses of $3,955,958 since inception.
The continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue
21
operations,
and the attainment of profitable operations. These factors raise substantial
doubt regarding the Companys ability to continue as a going concern. To
mitigate this risk, management plans to obtain additional equity financing if
possible, or to curtail operations, thereby conserving cash resources.
We were incorporated
in the State of Nevada on March 23, 2005 (Inception) under the name Alpine
Resources Corporation with an authorized capital of 100,000,000 shares
of common stock with a par value of $0.00001. On April 10, 2007, we changed
our name to American Uranium Corporation. We effected this name
change by merging with our wholly owned subsidiary, named American Uranium
Corporation, a Nevada corporation that we formed specifically for this
purpose. We changed the name of our company to better reflect the direction
and business of our company.
On March 23, 2005 we acquired a 100% interest in one-24 unit
mineral claims in the Nanaimo Mining Division, British Columbia, Canada, in
consideration for $1,750. The claims on that property are registered in the name
of the former President of our Company, who has executed a trust agreement
whereby the former President agrees to hold the claims in trust on our behalf.
We do not intend to explore this property in the foreseeable future.
On May 12, 2007 we signed a non-binding Letter of Intent
(LOI) with Strathmore Resources (US) Ltd. (Strathmore). Pursuant to the LOI,
American Uranium has an option to earn-in a 60% interest in Strathmores
Pinetree-Reno Creek uranium properties (the Property) located in Campbell
County, Wyoming.
On April 10,
2007, the Company effected a 50:1 forward stock split of the authorized, issued
and outstanding common stock. As a result, the authorized share capital increased
from 100,000,000 shares of common stock to 5,000,000,000 shares of common stock
with no change in par value. The issued and outstanding share capital increased
from 5,529,750 shares of common stock to 276,487,500 shares of common stock.
All share and per share amounts have been retroactively adjusted for all periods
presented.
On April 19, 2007, Robert Rich, our current President, acquired
250,000,000 common shares of our company, thereby obtaining approximately 90.4%
of our issued and outstanding shares at that time and, therefore, control of our
company. Mr. Rich was appointed as President, Secretary, Treasurer, and
Director. In relation to the acquisition of the shares by Mr. Rich, our main
office was moved from Vancouver B.C. Canada to Orleans, Massachusetts, where Mr.
Rich lives.
On June 1,
2007, Robert Rich, our President, returned 245,000,000 post-split shares of
common stock to treasury for cancellation for no consideration.
Effective August 20, 2007, the Company entered into an option
and joint venture agreement with Strathmore Resources (US) Ltd. (Strathmore)
for an option to earn-up to a 60% interest in the Pine Tree-Reno Creek Property
located in Campbell County, Wyoming.
Following our entry into the agreement with Strathmore, we
moved our principal executive offices to Denver, Colorado because we wanted to
have an office nearer our Wyoming exploration project.
On September
15, 2007, Hamish Malkin became Chief Financial Officer, Treasurer and a director.
Since our President is also frequently in Vancouver, we decided to move our
principal executive offices to Vancouver.
Effective December 31, 2007, we entered into an amendment to
our option and joint venture agreement with Strathmore Resources (US) Ltd. (Strathmore)
through which we have the option to earn-in a 60% interest in Strathmores
Pine Tree-Reno Creek Property located in Campbell County, Wyoming.
On March 6,
2008, Strathmore and American Uranium entered into a Limited Liability Company
Operating Agreement dated effective January 3, 2008 and formed a limited liability
company under the Delaware Limited Liability Company Act, 6 Del. C. 18-101,
et seq. to own and conduct the operations on the Property.
22
On April 7,
2008, we incorporated in Delaware, a wholly owned inactive subsidiary, American
Uranium Corporation.
On June 27,
2008, Hamish Malkin resigned as chief financial officer and treasurer of our
company and from the Board of Directors. Robert A. Rich was appointed as our
interim chief financial officer and treasurer. Our board now consists of Robert
A. Rich and Donald K. Cooper. As a result, we moved our principal executive
offices to Denver.
Strathmore
Our Company had no pre-existing affiliation with Strathmore or
its affiliates prior to our August 20, 2007 option and joint venture agreement
with Strathmore.
Our joint venture operator, Strathmore Minerals, is responsible
for maintaining/retaining all property held by the JV, including federal mining
claims, State land and private leases.
Strathmore, as joint venture operator, maintains all agreements
and documents covering property held by the JV. Payments due for federal mining
claims and State land are a matter of public record; private lease terms are
proprietary.
The claims of our Pintree-Reno Creek Property are found in the
areas called the West Reno Property, the Pine Tree Property and the Four Mile
Creek Property. On the West Reno Property, our claims rune from WR-1 to WR- 80,
BFR 1 to BFR 38 and SC 1 to SC 45. On the Pine Tree Property, our claims run
from PT-1 to PT-33, WM1 to WM27. On the Four Mile Creek Property, our claims run
from FMC-1 to FMC-112, ANC 1 to ANC 45, SANC 1 to SANC 80, SWD -1 to SWD - 60.
The Lease descriptions held by our joint venture are as
follows:
Wyoming State Leases
Lease No.
|
Property District
|
Acreage
|
Section
|
Township
|
Range
|
Due
Date
|
Lessee
|
0-40864
|
Pine Tree-Reno Creek
|
640
|
16
|
42N
|
73W
|
June 2
|
Miller
|
0-40865
|
Pine Tree-Reno Creek
|
640
|
16
|
42N
|
74W
|
June 2
|
Miller
|
0-40866
|
Pine Tree-Reno Creek
|
640
|
16
|
43N
|
74W
|
June 2
|
Miller
|
0-40866
|
Pine Tree-Reno Creek
|
640
|
36
|
43N
|
74W
|
June 2
|
Miller
|
0-40867
|
Pine Tree-Reno Creek
|
640
|
36
|
44N
|
75W
|
June 2
|
Miller
|
Private Leases
Name
|
Subdivision
|
Section
|
Township
|
Range
|
Acreage
|
Bin
|
SE
|
30
|
43N
|
74W
|
160
|
Bin
|
NE
|
31
|
43N
|
74W
|
160
|
Reichmuth
|
NW,S2
|
31
|
43N
|
73W
|
480
|
In January 2008, the original agreement was amended to remove
Strathmores right to retain or earn back the 11% interest in the properties.
Under the terms of our option and joint venture agreement with
Strathmore, as amended, the Company has:
23
-
Issued 6,000,000
shares of common stock to Strathmore; and,
-
Reimbursed Strathmore $300,000, which represents 100% of the expenditures
incurred by Strathmore for the property.
Under the terms of the agreement, as amended, the Company
intends to:
-
Incur a total of $33,000,000 in expenditures on the property over a six
year period, of which $1,500,000 must be incurred in the first year; and,
-
Reimburse Strathmore 100% of any funds spent by Strathmore to acquire
additional uranium leases (which will then form part of the property).
Pursuant to the agreement, if we incur $12,375,000 in
expenditures, we will earn a 22.5% interest in the property and at that point
will become a joint venture partner with Strathmore. The remaining 37.5%
interest will be earned upon incurring the balance of $20,625,000 in required
expenditures. The subsequent amendment in January, 2008 resulted in the deletion
of Strathmores right to earn back an 11% interest in the property for
$14,000,000 within 90 days of the delivery of a feasibility report. Strathmore
will be the operator until the Company earns a 60% interest in the property.
Maps of the
Pine Tree-Reno Creek Property are included below under the section entitled
Location and Description of the Property. There is no assurance
that any commercially viable uranium or any other type of mineral deposits exist
on the any of our properties. We acquired an option to earn an interest in the
Pine Tree-Reno Creek Property at an imputed cost of $8,160,000 represented by
$300,000 and the issuance of 6,000,000 shares with a fair market value of $7,860,000.
Mineral property exploration is typically conducted in phases.
Each subsequent phase of exploration work is recommended by a geologist based on
the results from the most recent phase of exploration. In 2008, we will commence
the initial phase of exploration on our property. Once we complete each phase of
exploration, we will make a decision as to whether or not we proceed with each
successive phase based upon the analysis of the results of that program. Our
board of directors will make these decisions based upon the recommendations of
the independent geologist who oversees the program and records the results.
Our plan of operation is to carry out the agreement that we
entered into, effective August 20, 2007, with Strathmore Resources (US) Ltd.
That agreement provides for an option for our company to earn-up to a 60%
interest in the Pine Tree-Reno Creek Property located in Campbell County,
Wyoming.
Our plan of operations over the next 12 months involves
carrying out the terms of the joint venture agreement with Strathmore Resources
(US) Ltd. We intend to acquire, integrate and analyze existing drill data for
the joint venture property and add fill-in properties to the joint venture lands
in order to increase our resource base.
The Company
implemented a program of exploration in May 2008. The program involves data
analysis, environmental studies and permitting work.
Planned work for 2008 includes:
-
Obtain permit to drill hydrologic test wells from Wyomings State
Engineers Office and State Department of Environmental Quality, Land Quality
Division;
-
Begin environmental and related work need for State and Federal
permits/licenses; and,
-
Acquire additional property.
Under the terms of the agreement with Strathmore Resources (US)
Ltd., we have issued 6,000,000 shares of common stock to Strathmore, as the
first part of our obligations under the agreement.
24
Under the terms of the agreement with Strathmore Resources (US)
Ltd., we have agreed to reimburse Strathmore 100% of its expenditures incurred
for the property, up to a maximum of $300,000, plus any funds spent by
Strathmore to acquire additional uranium leases, which will then form part of
the property; and, incur a total of $33,000,000 in expenditures on the property
over a six year period, of which $1,500,000 must be incurred in the first
year.
The agreement provides that we will earn a 22.5% interest in
the Pine Tree-Reno Creek Property once we have incurred $12,375,000 of the
required $33,000,000 expenditures. The remaining 37.5% interest will be earned
upon incurring the balance of $20,625,000 in required expenditures. Strathmore
will be the operator until the Company earns the 60% interest in the property.
Over the next 12 months we intend to continue to integrate and
analyze existing drill data Geologic Data related to our Reno Creek prospect
that we acquired on October 10, 2007 through a Purchase Agreement with Power
Resources, Inc. in exchange for consideration of $950,000.
Even if we complete all of the steps under the agreement and we
are successful in finding economically recoverable uranium, we may not be able
to pay our expenses or achieve profitable operations.
The Pine Tree-Reno Creek Property is comprised of 123
unpatented mining claims. Many of the claims on the property are on split-title
lands. This means that the surface of the land is owned by private landowners
and the underlying minerals are owned by the federal government and administered
by the U.S. Department of Interiors Bureau of Land Management (BLM). The
remainder of the property is comprised of claims held through state and private
leases.
Our principal executive offices are located at 600 17th Street,
Suite 2800 South Tower, Denver, CO 80202. Our telephone number is (303)
634-8865. The name of our transfer agent and registrar of our common stock is
Pacific Stock Transfer Company. Their address is 500 E. Warm Springs Road, Suite
240, Las Vegas NV 89119. Their telephone number is (702) 361-3033.
Due to the
uncertainty of our ability to meet our current operating and capital expenses,
in their report, dated June 20, 2008, on our audited financial statements for
the year ended February 29, 2008 our independent auditors included an explanatory
paragraph regarding concerns about our ability to continue as a going concern.
Our financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors.
On April 10, 2007, we completed a 50:1 forward stock split of
our authorized, issued and outstanding common stock. As a result, our authorized
share capital increased from 100,000,000 shares of common stock to 5,000,000,000
shares of common stock with no change in par value. Our issued and outstanding
share capital increased from 5,529,750 shares of common stock to 276,487,500
shares of common stock. All
share and per share amounts have been retroactively adjusted for all periods
presented.
On June 1, 2007, Robert Rich, our President, returned
245,000,000 post-split shares of common stock to treasury for cancellation for
no consideration.
Since the forward stock split, we have issued 8,720,125 shares
of our common stock in private placements:
On September 4, 2007, issued a total of 8,345,125 shares
On December 20, 2007, issued a total of 375,000
We have, as of August
1, 2008 , a total of 46,207,625 shares of our common stock issued and
outstanding.
Pine Tree-Reno Creek Property
Effective August 20, 2007 we entered into an option and joint
venture agreement with Strathmore Resources (US) Ltd. Pursuant to the agreement,
we have an option to earn-in a 60% interest in Strathmores Pinetree-Reno Creek
uranium properties located in Campbell County, Wyoming. The property is located
in the central Powder River Basin, within the Pumpkin Buttes Uranium District,
and encompasses approximately 16,000 acres. Under the terms
25
of the agreement, we have issued six million shares of common
stock of our company to Strathmore and have reimbursed Strathmore 100% of its
expenditures incurred by Strathmore for the Property, in the amount of $300,000.
We are required to reimburse funds spent by Strathmore to acquire additional
uranium leases (which will then form part of the property); and incur a total of
$33,000,000 in expenditures on the Property over a six year period of which
$1,500,000 must be incurred in the first year, $1,500,000 in the second year,
$2,000,000 in the third year and $28,000,000 before the end of the sixth
year.
Pursuant to the agreement, if we incur $12,375,000 in
expenditures, we will earn a 22.5% interest in the property and at that point
will become a joint venture partner with Strathmore. Until we have earned our
60% interest in the property, Strathmore will be the operator. We had no
pre-existing affiliation with Strathmore Resources.
On March 23, 2005 we acquired a 100% interest in one-24 unit
mineral claims in the Nanaimo Mining Division, British Columbia, Canada, in
consideration for $1,750. The claims on that property are registered in the name
of the former President of our Company, who has executed a trust agreement
whereby the former President agrees to hold the claims in trust on our behalf.
We do not believe that this property is material to our company and we do not
intend to explore this property in the foreseeable future.
Effective August 20, 2007, the Company entered into an
agreement with Strathmore Resources (US) Ltd. (Strathmore) for an option to
earn-up to a 60% interest in the Pine Tree-Reno Creek Property located in
Campbell County, Wyoming. the Pine Tree-Reno Creek Property, the only property
we currently intend to explore, is without known reserves and our proposed
program is exploratory in nature.
Effective December 31, 2007, we entered into an amendment to
our option and joint venture agreement with Strathmore Resources (US) Ltd.
(Strathmore) through which we have the option to earn-in a 60% interest in
Strathmores Pine Tree-Reno Creek Property located in Campbell County, Wyoming.
Under the terms of the agreement, Strathmore had a right to
retain or earn back an 11% interest in the properties. In January 2008, the
original agreement was amended to remove Strathmores right to retain or earn
back the 11% interest in the properties.
Under the terms of the agreement, as amended, the Company has:
-
Issued 6,000,000 shares of common stock to Strathmore (issued);
-
Reimbursed Strathmore 100% of the expenditures incurred by Strathmore for
the property, up to a maximum of $300,000 (paid), plus any funds spent by
Strathmore to acquire additional uranium leases (which will then form part of
the property); and
Under the terms of the agreement, as amended, the Company
intends to:
-
Incur a total of $33,000,000 in expenditures on the property over a six
year period, of which $1,500,000 must be incurred in the first year.
Pursuant to the agreement, if we incur $12,375,000 in
expenditures, we will earn a 22.5% interest in the property and at that point
will become a joint venture partner with Strathmore. The remaining 37.5%
interest will be earned upon incurring the balance of $20,625,000 in required
expenditures. The subsequent amendment in January, 2008 resulted in the deletion
of Strathmores right to earn back an 11% interest in the property for
$14,000,000 within 90 days of the delivery of a feasibility report. Strathmore
will be the operator until the Company earns a 60% interest in the property.
Maps of the
Pine Tree-Reno Creek Property are included below under the section entitled
Location and Description of the Property. There is no assurance
that any commercially viable uranium or any other type of mineral deposits exist
on the any of our properties. We acquired an option to earn an interest in the
Pine Tree-Reno Creek Property at an imputed cost of $8,160,000 represented by
$300,000 and the issuance of 6,000,000 shares with a fair market value of $7,860,000.
26
Mineral property exploration is typically conducted in phases.
Each subsequent phase of exploration work is recommended by a geologist based on
the results from the most recent phase of exploration. In 2008, we will commence
the initial phase of exploration on our property. Once we complete each phase of
exploration, we will make a decision as to whether or not we proceed with each
successive phase based upon the analysis of the results of that program. Our
board of directors will make these decisions based upon the recommendations of
the independent geologist who oversees the program and records the results.
Our plan of operation is to carry out the agreement that we
entered into, effective August 20, 2007, with Strathmore Resources (US) Ltd.
That agreement provides for an option for our company to earn-up to a 60%
interest in the Pine Tree-Reno Creek Property located in Campbell County,
Wyoming.
Our plan of operations over the next 12 months involves
carrying out the terms of the joint venture agreement with Strathmore Resources
(US) Ltd. We intend to acquire, integrate and analyze existing drill data for
the joint venture property and add fill-in properties to the joint venture lands
in order to increase our resource base.
The Company
implemented a program of exploration in May 2008. The program involves data
analysis, environmental studies and permitting work.
Planned work for 2008 includes:
-
Obtain permit to drill hydrologic test wells from Wyomings State
Engineers Office and State Department of Environmental Quality, Land Quality
Division;
-
Begin environmental and related work need for State and Federal
permits/licenses; and,
-
Acquire additional property.
Under the terms of the agreement with Strathmore Resources (US)
Ltd., we have issued 6,000,000 shares of common stock to Strathmore, as the
first part of our obligations under the agreement.
Under the terms of the agreement with Strathmore Resources (US)
Ltd., we have agreed to reimburse Strathmore 100% of its expenditures incurred
for the property, up to a maximum of $300,000, plus any funds spent by
Strathmore to acquire additional uranium leases, which will then form part of
the property; and, incur a total of $33,000,000 in expenditures on the property
over a six year period, of which $1,500,000 must be incurred in the first
year.
The agreement provides that we will earn a 22.5% interest in
the Pine Tree-Reno Creek Property once we have incurred $12,375,000 of the
required $33,000,000 expenditures. The remaining 37.5% interest will be earned
upon incurring the balance of $20,625,000 in required expenditures. Strathmore
will be the operator until the Company earns the 60% interest in the property.
Over the next 12 months we intend to continue to integrate and
analyze existing drill data Geologic Data related to our Reno Creek prospect
that we acquired on October 10, 2007 through a Purchase Agreement with Power
Resources, Inc. in exchange for consideration of $950,000.
Even if we complete all of the steps under the agreement and we
are successful in finding economically recoverable uranium, we may not be able
to pay our expenses or achieve profitable operations.
The Pine Tree-Reno Creek Property is comprised of 123 unpatented
mining claims. Many of the claims on the property are on split-title lands.
This means that the surface of the land is owned by private landowners and the
underlying minerals are owned by the federal government and administered by
the U.S. Department of Interiors Bureau of Land Management (BLM). The
remainder of the property is comprised of claims held through state and private
leases.
27
Location and Description of the Pine Tree-Reno Creek Property
The Pine Tree-Reno Creek Property is located in Wyoming's Powder
River basin in the Pumpkin Buttes District. The region of the Pine Tree-Reno
Creek Property has been designated by the U.S. Department of Agriculture as
part of the Northern Rolling High Plains of the Western Great Plains Range and
Irrigated Region. The property is generally covered by sagebrush and grasslands
with scattered intermittent drainages. The drainages sometimes produce steep
channel walls.
Land use in the Reno Creek vicinity is dominated by cattle and
sheep ranching. Crops are limited to hay and forage. Oil and gas exploration and
coal and coal-bed methane extraction occurs in the area and there is significant
infrastructure in place that may be of assistance to the exploration of the Pine
Tree-Reno Creek property.
Climate
The Pine Tree-Reno Creek uranium propertys climate is
semi-arid and receives an annual precipitation of approximately 12-15 inches,
the most falling in the form of late autumnal to early spring snows. The summer
months are usually hot, dry and clear except for infrequent heavy rains. Because
of the dry climate, all streams in the area are intermittent, with no perennial
streams near the prospect. The annual mean temperature is 58.3°F; with the
January mean being 24.8°F and the July mean of 70.5°F. Temperature extremes
range from -30°F to over 100°F.
Seasonality
The Company operates year-round. Although field exploration
work tends to be conducted only during the temperate months, American Uranium is
not a seasonal business.
Access to Property
The Pine Tree-Reno Creek Property is accessible via paved or
dirt roads.
The Property is located approximately 80 highway miles
northeast of Casper, Wyoming 40 miles south of Gillette, Wyoming and 9 highway
miles west of Wright, Wyoming. Access to the project area is very good, with
Wyoming Highway 387 passing through the Property boundary. Well-maintained,
graveled county and gas-oil field roads in conjunction with ranchers two-track
trails provide good access for drilling locations.
Source of Power and Water
The Pine Tree-Reno Creek area has long had oil, gas, and
coal-bed methane activities, so there is abundant electric power and water for
use in our exploration activities.
Exploration History
The Pine Tree-Reno Creek area has been extensively explored
since the 1950's. During the 1980's and 1990s, Rocky Mountain Energy Corp.,
Energy Fuels Inc. and International Uranium Corp. (Denison) carried out In-Situ
Recovery testing on the Pine Tree and Reno Creek properties.
During the late 1990s, International Uranium Corp nearly
completed all required State and Federal permitting of the Reno Creek In-Situ
Recovery mine and processing facility, including US Nuclear Regulatory
Commission license. The property was subsequently held by Rio Algom and Power
Resources, which abandoned it in 2003. Strathmore Minerals Corp. obtained Reno
Creek in 2004 and we formed our joint venture with them in 2007.
During the late 1990s, International Uranium Corp nearly
completed all required State and Federal permitting of the Reno Creek In-Situ
Recovery mine and processing facility, including US Nuclear Regulatory
Commission license. The property was subsequently held by Rio Algom and Power
Resources, which abandoned it in 2003. Strathmore Minerals Corp. obtained Reno
Creek in 2004 and we formed our joint venture with them in 2007.
28
Figure 2 Reno Creek Property: Claim Location Map from
Technical Report on the
29
Figure 3 State of Wyoming: Physiography
Mineralization of the Reno Creek Property
The Pine Tree-Reno Creek Property is comprised of two sections:
(1) the Pine Tree Property and (2) the Reno Creek Property.
The earth at the Pine Tree-Reno Creek Property is sandstone,
known as the lower Wasatch Formation of Eocene age. The Wasatch Formation is a
fluvial sedimentary sequence that was deposited during a period of wet,
subtropical climatic conditions. The major source of the sands was from
highlands to the south and southwest that were uplifted by the shifting of
tectonic plates and the formation of mountains. Sediments were deposited by
meandering streams which deposited channel and point bar sediments that fine
upwards through the sequence. In addition to the medium grained sands, there are
smaller amounts of clay and siltstones, carbonaceous shale and thin coal seams.
The sandstone on the claims shows signs of being altered, in places, by
oxidization, exhibiting hematitic alteration colors, which are shades of pink,
light red, brownish-red and orange-red, and limonitic colors, which are shades
of yellow, yellowish-orange, yellowish-brown and reddish-orange. The alteration
colors are easily distinguished from the unaltered medium-bluish gray sands.
Feldspar alteration, which gives a bleached appearance to the sands from the
chemical alteration of feldspars into clay minerals, is also present.
Carbon trash is occasionally present in both the altered and
reduced sands. In general, the unaltered sands have a greater percentage of
organic carbon (~0.2%) than the altered sands (0.13%) in selected cores
(historical data) analyzed. Carbon in unaltered sands is shiny; while it is dull
and flaky in the altered sands.
The Pine Tree-Reno Creek Property is located on private lands
and State Leases wherein the underlying minerals are respectively by the federal
and state governments. The federal mineral rights are administered by the U.S.
Department of Interiors Bureau of Land Management. As part of the Stock Raising
Homestead Act of 1916, lands that were not suitable for cultivation but were
suitable for stock grazing were patented with the mineral rights retained by the
government of the United States. This act allows for the locating of mining
claims atop federal
30
minerals on privately held lands. The lands on which the Pine
Tree-Reno Creek claims lie were patented under the Stock Raising Homestead Act
of 1916. Management believes that the proper notices have been filed and
delivered and we intend to ensure that the status is maintained during our
exploration program or longer, depending on the interests of our company.
The Pine TreeReno Creek Property currently has a mostly
natural appearance in spite of on-going oil, gas and coal bed methane
activities. There is little evidence of previous uranium exploration activity.
Work Conducted By American Uranium
No work has yet been conducted by American Uranium on the Pine
Tree-Reno Creek Property. We plan to begin a program of exploration in the
second calendar quarter of 2008.
As of May 31, 2008, we have spent a total of $1,700,000 on the
Pine Tree-Reno Creek Property. This total includes a cash advance of $409,000
and will cover our expected exploration costs through June 30, 2008.
Expenditures beyond June 30, 2008 are subject to a budget approval process.
Current State of Exploration
We have not yet begun our exploration program on the Pine
Tree-Reno Creek Property. We have not determined whether any of the known
uranium deposits on the Pine Tree-Reno Creek Property will be economically
exploitable or whether additional uranium will be found.
American Uranium Proposed Program of Exploration
Our plan of operations over the next 12 months involves
carrying out the terms of the joint venture agreement with Strathmore Resources
(US) Ltd. We intend to acquire, integrate and analyze existing drill data for
the joint venture property and add fill-in properties to the joint venture lands
in order to increase our resource base.
The Company
implemented a program of exploration in May 2008. The program involves data
analysis, environmental studies and permitting work.
Planned work for 2008 includes:
-
Obtain permit to drill hydrologic test wells from Wyomings State
Engineers Office and State Department of Environmental Quality, Land Quality
Division;
-
Begin environmental and related work need for State and Federal
permits/licenses; and,
-
Acquire additional property.
Under the terms of the agreement with Strathmore Resources (US)
Ltd., we have issued 6,000,000 shares of common stock to Strathmore, as the
first part of our obligations under the agreement.
Under the terms of the agreement with Strathmore Resources (US)
Ltd., we have agreed to reimburse Strathmore 100% of its expenditures incurred
for the property, up to a maximum of $300,000, plus any funds spent by
Strathmore to acquire additional uranium leases, which will then form part of
the property; and, incur a total of $33,000,000 in expenditures on the property
over a six year period, of which $1,500,000 must be incurred in the first
year.
The agreement provides that we will earn a 22.5% interest in
the Pine Tree-Reno Creek Property if we incur $12,375,000 of the required
$33,000,000 expenditures. The remaining 37.5% interest will be earned upon
incurring the balance of $20,625,000 in required expenditures. Strathmore will
be the operator until the Company earns the 60% interest in the property.
Over the next 12 months we intend to continue to integrate and
analyze existing drill data Geologic Data related to our Reno Creek prospect
that we acquired on October 10, 2007 through a Purchase Agreement with Power
Resources, Inc. in exchange for consideration of $950,000.
31
Even if we complete all of the steps under the agreement and we
are successful in finding economically recoverable uranium, we may not be able
to pay our expenses or achieve profitable operations.
Holding costs of the unpatented lode mining claims include a
claim maintenance fee of $125.00 per claim payable to the U.S. Department of
Interiors Bureau of Land Management on or before September 1 of each calendar
year and those for recording an affidavit and Notice of Intent to hold with the
Office of the Clerk, Campbell County Wyoming. County filing fees for documents
is $8.00 for the first page and $3.00 per page thereafter, with up to 10
sections of land noted per document. The above Bureau of Land Management
maintenance fees will be due again before September 1, 2008, and each year
thereafter, the affidavit and Notice of Intent fees will be due again before
December 31, 2008, and each year thereafter.
Property in British Columbia, Canada
We also hold a 100% interest in one, 24-unit mineral claim in
the Nanaimo Mining Division, British Columbia, Canada. The claims are registered
in the name of our former President, who has executed a trust agreement whereby
he agrees to hold the claims in trust on our behalf. Management has determined
that this property is not material to us and we will not conduct an exploration
program on this property in the foreseeable future.
Compliance with Government Regulation
We will secure all necessary permits for exploration and, if
development is warranted on the Pine Tree-Reno Creek Property, we will file
final plans of operation before we start any mining operations. We anticipate no
discharge of water into active stream, creek, river, lake or any other body of
water regulated by environmental law or regulation. No endangered species will
be disturbed. If we ever abandon the Pine Tree-Reno Creek Property, we plan to
seal or fill in all holes and pits that we have created. It is difficult to
estimate the cost of compliance with environmental laws since the full nature
and extent of our proposed activities cannot be determined until we start our
operations and know what that will involve from an environmental standpoint.
DESCRIPTION OF PROPERTY
Our executive
and head office is located at 600 17th Street, Suite 2800 South Tower, Denver,
CO. We have an agreement for the use of this property, which is attached as
an exhibit to the registration statement of which this prospectus forms a part.
Pursuant to the agreement, we pay a minimum of US$180.00 per month for the provision
of the office and related services. We do feel that the arrangement will be
suitable for the next twelve months.
The description of our mineral claims is under the section
entitled Description of Business.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
prospectus. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this prospectus and registration statement.
Our audited
and interim financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting Principles.
We are an exploration stage company. We have commenced very
limited operations and we currently have no business revenue. Our assets consist
of cash and cash equivalents, prepaid expenses, nominal equipment and mineral
property interests. There can be no assurance that we will generate revenues in
the future or that we will be able to operate profitably in the future, if at
all. We have incurred net losses in each fiscal year since inception of our
32
operations. Our company has never declared bankruptcy, it has
never been in receivership, and it has never been involved in any legal action
or proceedings.
Current Status of Exploration Projects
American Uranium Corporation has announced an exploration
program at its cornerstone Reno Creek deposit in Wyoming. Analysis of historical
data (including 1,100 drill hole logs) acquired from Power Resources Inc.
convinced American that no more exploration drilling will be needed at the Reno
Creek deposit. We anticipate moving this property toward future operation as
expeditiously as is feasible given the time required of the permitting process.
Anticipated Cash Requirements
We estimate
that our total expenditures over the next 12 months will be approximately $3,596,000.
Our plan of operations for the next 12 months is to complete the following objectives:
Consulting fees
|
$
|
80,000
|
|
General and administrative
|
|
200,000
|
|
Investor relations
|
|
124,000
|
|
Legal and audit
|
|
72,000
|
|
Management fees
|
|
280,000
|
|
Mineral property exploration costs
|
|
2,113,000
|
|
Shareholder Penalty
|
|
762,000
|
|
Interest income
|
|
(35,000
|
)
|
TOTAL
|
$
|
3,596,000
|
|
Our estimated mineral property exploration costs are comprised
of the following:
Our Pinetree-Reno Creek estimated mineral property exploration
costs are $2,113,000
-
Claim maintenance: $100,000
-
Travel expenses: $20,000
-
Acquisition and maintenance of new mineral exploration claims: $1,098,000
-
Data acquisition: $70,000
-
Assignment of permits: $25,000
-
Environmental/Permitting: $560,000
-
Geological: $240,000
At May 31, 2008 we had cash resources of approximately
$3,399,593. We believe that we will require additional funds to implement our
growth strategy in exploration operations over the next 12 months ending May 31,
2009. These funds may be raised through equity financing, debt financing, or
other sources, which may result in further dilution in the equity ownership of
our shares. If we need and are unable to obtain additional financing, we could
be forced to scale down or cease operations and investors could lose their
entire investment in our common stock. We may continue to be unprofitable
Critical Accounting Policies
Going Concern
These financial
statements have been prepared on a going concern basis, which implies the Company
will continue to meet its obligations and continue its operations for the next
fiscal year. Realization values may be substantially different from carrying
values as shown and these financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern. As at February 28, 2007, our company has accumulated losses
of $59,785 since inception. As at February 28, 2008, our company had accumulated
losses of $ 2,955,958 since inception. As of May 31, 2008, our company has accumulated
losses of $3,710,135 since inception. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders,
the ability of the Company to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. These factors raise
substantial doubt regarding the Companys ability to
33
continue as
a going concern. To mitigate this risk, management plans to obtain additional
equity financing if possible, or to curtail operations, thereby conserving cash
resources.
Although we estimate that we have sufficient funds for planned
operations until February 28, 2009, we may be required to raise additional funds
for operations before or soon after that date if our estimate for expenses is
not sufficient. These financial statements do not include any adjustments to
the recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should our company be unable to continue
as a going concern.
The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.
Future Financings
We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned activities.
Exploration Stage Activities
We have been in the exploration stage since our formation and
have not yet realized any revenues from our planned operations. We are an
exploration stage company as defined in the SEC Industry Guide No. 7.
Liquidity And Capital Resources
Our financial
condition for the period ended May 31, 2008, the year ended February 29, 2008
and February 28, 2007 and the changes between those periods for the respective
items are summarized as follows:
Working Capital
Working Capital
|
|
May 31, 2008
|
|
|
February 29, 2008
|
|
|
February 28, 2007
|
|
Current Assets
|
$
|
3,580,491
|
|
$
|
4,379,596
|
|
$
|
27,128
|
|
Current
Liabilities
|
|
886,085
|
|
|
1,055,860
|
|
|
16,683
|
|
Working Capital
|
$
|
2,694,406
|
|
$
|
3,323,736
|
|
$
|
10,445
|
|
As of May
31, 2008, we had cash of $3,399,593 and working capital of $2,694,406, compared
to cash of $4,104,596 and working capital of $3,323,736 as of February 29, 2008
and $10,445 as of February 28, 2007.
The increase in our working capital from $10,445 as at February
28, 2007 to $3,323,736 as at February 29, 2008 was primarily due to the money we
received from the sale of shares in private placements during that period. At
February 29, 2008, we had $4,104,596, which was remaining from the $6,062,926 in
proceeds that we received from private placements in August 2007 and January
2008.
The decrease
in our working capital from $3,323,736 as at February 29, 2008 to $2,694,406
as at May 31, 2008 was primarily due to $61,875 payment of finder fees accrued
from last year, payment of $54,816 in legal fees, $311,773 in mineral exploration
expenditures, $109,945 in investor relation, and $61,238 in management fee.
Our current liabilities as of February 29, 2008 totaled
$1,055,860 and were comprised of $897,278 that we owed in accounts payable and
accrued liabilities and $158,582 due to Strathmore Resources (US) Ltd. pursuant
to our option
34
agreement with that company. The accrued liabilities include
financing penalty of $ 761,565, $61,875 finder fee and $35,000 accounting fee.
The finder fee was paid out for the period ending May 31, 2008.
Our current
liabilities as of May 31, 2008 totaled $886,085 and were comprised of $886,085
that we owed in accounts payable and accrued liabilities. The accrued liabilities
include a financing penalty of $761,565, $60,000 accounting fee, and $30,000
legal fee.
Cash Flows
|
|
Year Ended
|
|
|
|
|
|
|
|
|
|
|
February 29
|
|
|
February 28
|
|
|
|
2008
|
|
|
2007
|
|
Cash flows used in operating activities
|
$
|
(1,674,466
|
)
|
$
|
(25,821
|
)
|
Cash flows used in investing activities
|
|
(310,992
|
)
|
|
-
|
|
Cash flows provided by financing activities
|
|
6,062,926
|
|
|
52,930
|
|
Net increase (decrease) in cash during period
|
$
|
4,077,468
|
|
$
|
27,109
|
|
Cash Flows
|
|
Three months Ended
|
|
|
|
31-May
|
|
|
|
2008
|
|
|
2007
|
|
Cash flow from operating activities
|
$
|
(705,003
|
)
|
$
|
(14,977
|
)
|
Cash flow used in investing activities
|
|
-
|
|
|
(10,992
|
)
|
Cash provided by financing activities
|
|
-
|
|
|
150,000
|
|
Net increase
(decrease) in cash
|
$
|
(705,003
|
)
|
$
|
124,031
|
|
Cash Used In Operating Activities
During the year ended February 28, 2007 we spent $25,821 in our
operating activities, $7,000 of this was spent to acquire a mineral property in
Nanaimo B.C. Subsequently, we have determined that this property is not material
to us and we will not conduct an exploration program on this property in the
foreseeable future. The remaining $18,821 was spent as follows: $6,000 on
Management fees, $5,295 was spent on general and administrative fees and $18,169
was spent on legal and audit fees.
During the year ended February 29, 2008 we used net cash in
operating activities in the amount of $1,674,466 compared to $25,821 that we
used in the year ended February 29, 2007. The cash used in the year ended
February 29, 2008 by our operating activities is primarily represented by
mineral property expenditures of $1,204,528 on the Reno Creek property pursuant
to our option agreement with Strathmore. The $1,204,528 includes $950,000 that
we spent to purchase drill data pursuant to our agreement with Power Resources,
Inc., dated October 10, 2007, which is filed as an exhibit to this registration
statement.
The significant difference between Cash Flows for the year
ended Feb 29, 2008 and those of the year ended Feb 28, 2007 were that we
increased our operations. We raised more than $6 million in a private placement
to advance exploration activities at the Pinetree-Reno Creek Project, resulting
in $1,204,528 of mineral property expenditures in the year ended Feb 29, 2008.
Our costs of share issuance for the year ended Feb 29, 2008 were $283,444. Our
activities greatly increased the amount of cash that we acquired and used in
order to carry out the operations of our business.
During the
three months ended May 31, 2008 we used net cash in operating activities in
the amount of $705,003. The cash used in quarter ended May 31, 2008 by our operating
activities is primarily represented by mineral
35
property expenditures,
administrative expenses and investor relations net of interest income comprise
the balance. For the prior year the cash used in operating activities is represented
solely by administrative expenses.
Cash Flows Used in Investing Activities
During the year ended February 29, 2008 we used $310,992 in
investing activities. This was comprised of invested in mineral rights in the
Pinetree-Reno Creek Project, the cash payment amounting to $300,000 and we
purchased equipment totaling $10,992.
There are
no investing activities for the period ended May 31, 2008.
Cash Flows Provided by Financing Activities
Our Cash Flows provided
by financing activities was $6,062,926 during the year ended February
29, 2008. We received $6,346,370 in gross proceeds from private placement issuances
of shares of our common stock during that period and spent $283,444 on the costs
of the share issuances for those private placements. We sold 8,720,125 units
of our common stock during this period in order to fund and expand our operations.
Each Unit was sold at a price of $0.57 per unit and consisted of one common
share and one half common share purchase warrant, two half common share purchase
warrants are exercisable into one additional common share at a price of US $1.25
per whole share until the expiry date, which is two years after the purchase
of the unit.
During the year ended February 28, 2007, our Cash Flows
provided by financing activities was $52,930, also because of proceeds received
from private placements.
There are no financing activities for the period ended May 31,
2008.
Results of Operations
The following summary of our results of operations should be
read in conjunction with our audited financial statements for the year ended
February 29, 2008 which are included herein.
Our operating results for the year ended February 29, 2008, for
the period from our inception on March 23, 2005 through to February 29, 2008 and
the changes between those periods for the respective items are summarized as
follows:
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
2008
|
|
|
2007
|
|
Consulting fees
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
Financing costs
|
|
761,565
|
|
|
--
|
|
General and administrative
|
|
42,517
|
|
|
5,295
|
|
Investor relations
|
|
147,369
|
|
|
--
|
|
Legal and audit
|
$
|
198,231
|
|
$
|
18,169
|
|
Management fees
|
|
573,609
|
|
|
6,000
|
|
Mineral property expenditures
|
|
1,204,528
|
|
|
7,000
|
|
Loss before other income
|
$
|
(3,002,700
|
)
|
$
|
(36,464
|
)
|
Interest income
|
|
106,527
|
|
|
--
|
|
Net Loss
|
|
(2,896,173
|
)
|
|
(36,464
|
)
|
36
Revenues
We have had no operating revenues since our inception on March
23, 2005 through to the period ended February 29, 2008. We anticipate that we
will not generate any revenues for so long as we are an exploration stage
company.
General and Administrative
The increase in our general and administrative expenses for the
year ended February 29, 2008 was due to costs incurred to manage the
administration of our Reno Creek project, including the establishment of a
corporate office.
Legal and Audit
The increase in legal and audit fees for the year ended
February 29, 2008 was due expanded scope of operations. Our accounting and
auditing expenses were incurred in connection with the preparation of our
audited financial statements and unaudited interim financial statements. Our
legal expenses represent amounts paid to legal counsel in connection with our
corporate activities and the preparation or review of our reports and other
disclosure filed with the SEC. Legal and audit expenses will be ongoing during
fiscal 2008 as we are subject to the reporting obligations of the Securities
Exchange Act of 1934.
Financing Costs
The Company agreed to use its best efforts to register the
August 2007 and January 2008 private placement common shares for resale by the
purchasers within 180 days of issue. The Company also agreed, if the shares had
not been registered by that date, to pay as a penalty to each purchaser an
amount equal to 2% of the amount invested for each month that the shares
remained unregistered, to a maximum of 6 months. At February 29, 2008, the
shares had not been registered for resale and, as a consequence, the Company has
accrued in accounts payable the full penalty as a financing cost in the amount
of $761,565.
Management Fees
Management fees for the year ended February 29, 2008 include
fees paid to the Companys new president and chief financial officer and
stock-based compensation of $414,184. Management fees for the year ended
February 28, 2007 represent services donated by the Companys former president.
Our current President has been paid a salary of $15,000 per
month beginning with the month of June 2007. Since his appointment in September
2007, our CFO has been paid at the rate of $3,000-5,000 per month (depending on
work load) for his part time services to the Company.
Mineral Property Exploration Costs
During the year ended February 29, 2008 we expended $1,204,528
on our Reno Creek project, which we spent as follows:
a. $99,407 was spent on claim maintenance;
b. $699 was spent on camp and field supplies;
c. $86,321 was spent on environmental and permitting;
d. $950,000 was spent on our purchase of drill log data for
approximately 1,100 Reno Creek drill holes that was made pursuant to an October
9, 2007 Contract with Power Resources, Inc., which is attached as an exhibit to
this registration statement
e. $52,161 was spent on geological and geophysical information
and services; and,
f. $15,940 was spent on travel and accommodation.
37
We believe that these expenses were justified because we are
attempting to learn more about the property and prepare to conduct exploration
on the program legally and in an environmentally conscientious manner. We
believe that the region where our project is found has a good history for
uranium mining and we intend to explore for uranium deposits.
Until we have earned our controlling 60% share of the project,
all exploration activities will be conducted by the owner and Project Operator
Strathmore Minerals. Strathmore is a company with long-demonstrated experience
and expertise in uranium exploration.
Strathmore began environmental and permitting monitoring field
work in June 2008. Drilling of 18 hydrologic test wells and related activities
are planned to begin August-September 2008. This work will provide the data
needed to apply for state and federal permits/licenses for possible future mine
development and production. We expect the permitting/licensing and project
design activities will continue until 2011. These expenditures will be funded by
currently available cash and new money expected to be raised by American Uranium
later in 2008. We do not have a phased exploration program planned at the
moment.
During the year ended February 28, 2007 we expended $7,000 on
exploration on our mineral property to acquire a mineral property in Nanaimo
B.C. The mineral property was subsequently written off. Management has
determined that this property is not material to us and we will not conduct an
exploration program on this property in the foreseeable future.
The following
summary of our results of operations should be read in conjunction with our
audited financial statements for the three months ended May 31, 2008 which are
included herein.
In the table
below shows our operating results for the three months ended May 31, 2008 and
our operating results for the three months ended May 31, 2008.
|
|
Three Months Ended
|
|
|
|
31-May
|
|
|
|
2008
|
|
|
2007
|
|
Consulting fees
|
$
|
43,628
|
|
$
|
-
|
|
Depreciation
|
|
517
|
|
|
270
|
|
Financing costs
|
|
-
|
|
|
-
|
|
General and administrative
|
|
45,902
|
|
|
2,357
|
|
Investor relations
|
|
109,945
|
|
|
-
|
|
Legal and audit
|
|
100,141
|
|
|
32,925
|
|
Management fees
|
|
161,238
|
|
|
1,500
|
|
Mineral property expenditures
|
|
311,773
|
|
|
-
|
|
Interest income
|
|
(18,967
|
)
|
|
-
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
754,177
|
|
$
|
37,052
|
|
Revenues
We have had no operating revenues since our inception on March
23, 2005 through to the period ended May 31, 2008. We anticipate that we will
not generate any revenues for so long as we are an exploration stage
company.
General and Administrative
The increase in our general and administrative expenses for the
three months ended May 31, 2008 was due to the increase in travel and
entertainment cost.
38
Legal and Audit
The increase in legal and audit fees for the three months ended
May 31, 2008 was due expanded scope of operations. Our accounting and auditing
expenses were incurred in connection with the preparation of our audited
financial statements and unaudited interim financial statements. Our legal
expenses represent amounts paid to legal counsel in connection with our
corporate activities and the preparation or review of our reports and other
disclosure filed with the SEC. Legal and audit expenses will be ongoing during
fiscal 2008 as we are subject to the reporting obligations of the Securities
Exchange Act of 1934.
Management Fees
Management fees for the three months ended May 31, 2008 include
fees paid to the Companys president and chief financial officer and stock-based
compensation of $124,330. Management fees for the three months ended May 31,
2007 represent services donated by the Companys former president.
Mineral Property Exploration Costs
During the three months ended May 31, 2008 we expended $311,773
on our Reno Creek project, of which $154,165 was spent to environmental and
permitting activities. $108,790 was expended on geological and geophysical. The
rest was expended on new data and property acquisition, travel and
administrative activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
N/A
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is quoted on the OTC Bulletin Board under the
symbol AUUM. The following table sets forth, for the periods indicated, the
high and low sales prices for our common stock on the OTC Bulletin Board.
Quarter Ended
|
Bid High
|
Bid Low
|
05/31/2006
|
$0.00
|
$0.00
|
08/31/2006
|
$0.00
|
$0.00
|
11/30/2006
|
$0.00
|
$0.00
|
02/28/2007
|
$0.00
|
$0.00
|
05/31/2007
|
$1.89
|
$0.00
|
08/31/2007
|
$1.70
|
$1.02
|
11/30/2007
|
$1.57
|
$1.02
|
02/28/2008
|
$1.20
|
$0.75
|
03/31/2008
|
$0.85
|
$0.85
|
06/30/2008
|
$0.80
|
$0.20
|
(1)
|
Such over-the-counter market quotations reflect inter-
dealer prices, without retail mark-up, mark down or commission and may not
necessarily represent actual transactions.
|
(2)
|
Our shares were first quoted on the OTC Bulletin Board on
May 21, 2007.
|
39
Our common stock is issued in registered form. The name of our
transfer agent and registrar of our common stock is Pacific Stock Transfer
Company. Their address is 500 E. Warm Springs Road, Suite 240, Las Vegas NV
89119. Their telephone number is (702) 361-3033.
Robert A. Rich, our President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer and a director owns 5,000,000 common
shares of our company. Donald Cooper, a director, owns no shares of our company.
As of July 3, 2008, there are one hundred seventy four (174) active shareholders
of record of our common stock and zero (o) shareholders of any other class of
our stock. The last closing
sale price for our common stock, which was on August 1, 2008, as reported on
the OTC Bulletin Board, was $0.58
We have not declared any dividends on our common stock since
the inception of our company. There is no restriction in our articles of
incorporation and bylaws that will limit our ability to pay dividends on our
common stock. However, we do not anticipate declaring and paying dividends to
our shareholders in the near future.
Shares of our common stock are subject to rules adopted by the
Securities and Exchange Commission that regulate broker-dealer practices in
connection with transactions in penny stocks. Penny stock is defined to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. If we establish a trading market for our common stock, our common
stock will most likely be covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
All directors of our company hold office until the next annual
meeting of the shareholders or until their successors have been elected and
qualified. The officers of our company are appointed by our Board of Directors
and hold office until their death, resignation or removal from office. Our
directors and executive officers ages, positions held, and dates first
appointed, are as follows:
As at the date of this report, our directors and executive
officers, their ages, positions held, and duration of such, are as follows:
40
Name
|
Position Held with
our Company
|
Age
|
Date First
Elected or
Appointed
|
Robert A. Rich
|
President, CEO, CFO, Secretary,
Treasurer and
Director
|
61
|
April 19, 2007
|
Donald K. Cooper
|
Director
|
63
|
February 14, 2008
|
Business Experience
The following is a brief account of the education and business
experience of our directors and executive officers during at least the past five
years, indicating their business experience, principal occupations during the
period, and the names and principal businesses of the organizations by which
they were employed.
Robert A. Rich
From 1988 to the present Dr. Rich has been the President of
Rich Associates, Inc. in Orleans, Massachusetts where he provides marketing
& sales, contracting procurement, market analysis and company/property
evaluation services in the areas of nuclear power and nuclear fuel
commodities.
From 1985-1987 Dr. Rich was the Executive Vice President of
Edlow International Company in Washington, DC in which he managed the day-to-day
business of a company specializing in nuclear transport management, nuclear fuel
consulting, information and sales representative services.
From 1976-1984 Dr. Rich was a Uranium Geologist and a Manager
in Framingham, Massachusetts for Yankee Atomic Electric Company. During this
time he developed and managed uranium exploration projects in northeast US from
conception through drilling and data interpretation as well as evaluated
numerous US and Canadian exploration/development acquisition or joint venture
proposals. He was also responsible for negotiating joint venture agreements,
mineral leases and for managing a group responsible for buying uranium,
conversion, enrichment and spent fuel disposal services for nuclear power plants
and nuclear transportation.
Dr. Rich received a PhD and MA is Geological Sciences from
Harvard University in 1975 and 1970 respectively.
Donald K. Cooper
From 2000 until his retirement in late 2007, Donald K. Cooper
served as President of Behre Dolbear & Company (USA), Inc., an
internationally known and respected mineral industry consulting firm. Since
1996, he has also served as the Global Director of Coal Services for that firms
parent company, Behre Dolbear & Company, Inc. He is currently a senior
associate, a principal and a director of the parent company. Mr. Cooper has no
previous public company experience as a director or officer.
From 1977 through 1996, Mr. Cooper served as the senior sales
and marketing officer for a group of privately-held eastern U.S. coal mining
companies, including Amvest Corporation, Hawks Nest Mining, Inc., Winchester
Coals, Inc., and Princess Susan Coal Company. In those positions, he had
extensive dealings with the regions major electric power generating utilities.
He was also responsible for relationships with international industrial and
steel-manufacturing customers.
From 1966 through 1976, Mr. Cooper held various engineering,
operating and technical services positions with the Raw Materials Group of
United States Steel Corporation and with North American Coal Corporation. During
that period, he served on various governmental advisory committees with respect
to development and implementation of the Federal Clean Air Act and the Federal
Clean Water Act.
Mr. Cooper received a BS in Mineral Preparation Engineering
from The Pennsylvania State University in 1966 and did graduate level work at in
Mineral Economics at West Virginia University during 1967 and 1968.
41
Family Relationships
There are no family relationships among our directors or
officers.
Involvement in Certain Legal Proceedings
Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:
1.
|
any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that
time;
|
|
|
2.
|
any conviction in a criminal proceeding or being subject
to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
|
|
|
3.
|
being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; or,
|
|
|
4.
|
being found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state securities
or commodities law unless the judgment has subsequently been reversed,
suspended, or vacated.
|
Audit Committee and Audit Committee Financial Expert
We do not have a standing audit committee at the present time.
Our board of directors has not yet determined whether we have a board member
that qualifies as an audit committee financial expert as defined in Item 407
of Regulation S-K or a board member that qualifies as independent as the term
is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.
We intend to create an audit committee within the next twelve
months and intend to expand the board of directors to include independent
members. In the meantime, we believe that our board of directors is capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. The board of directors of our
company does not believe that it is necessary to have an audit committee at this
time because we believe that the functions of an audit committee can be
adequately performed by the board of directors. In addition, we believe that, at
this time, retaining an independent director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any revenues from operations to date.
Ethics Committee
We do not have an Ethics Committee nor have we adopted a Code
of Ethics but we intend to do so in the near future.
Other Committees
We do not have standing nominating or compensation committees,
or committees performing similar functions. Our board of directors believe that
it is not necessary to have a standing compensation committee at this time
because the functions of such committee are adequately performed by our board of
directors.
Our board of directors also is of the view that it is
appropriate for us not to have a standing nominating committee because our board
of directors has performed and will perform adequately the functions of a
nominating committee. Our board of directors has not adopted a charter for the
nomination committee. There has not been any defined policy or procedure
requirements for stockholders to submit recommendations or nomination for
directors. Our board of directors does not believe that a defined policy with
regard to the consideration of candidates recommended by stockholders is
necessary at this time because we believe that, given the early stages of our
development, a specific nominating policy would be premature and of little
assistance until our business operations are at a more
42
advanced level. There are no specific, minimum qualifications
that our board of directors believes must be met by a candidate recommended by
our board of directors. The process of identifying and evaluating nominees for
director typically begins with our board of directors soliciting professional
firms with whom we have an existing business relationship, such as law firms,
accounting firms or financial advisory firms, for suitable candidates to serve
as directors. It is followed by our board of directors review of the
candidates resumes and interview of candidates. Based on the information
gathered, our board of directors then makes a decision on whether to recommend
the candidates as nominees for director. We do not pay any fee to any third
party or parties to identify or evaluate or assist in identifying or evaluating
potential nominee.
Committees of the Board
All proceedings of our board of directors for the year ended
February 29, 2008
were conducted by resolutions consented to in writing by our directors and filed
with the minutes of the proceedings of the board of directors. Our company currently
does not have nominating, compensation or audit committees or committees performing
similar functions nor does our company have a written nominating, compensation
or audit committee charter. Our board of directors believes that it is not necessary
to have such committees, at this time, because they can adequately perform the
functions of such committees.
Our company does not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for
directors. Our directors believes that, given the stage of our development, a
specific nominating policy would be premature and of little assistance until our
business operations develop to a more advanced level. Our company does not
currently have any specific or minimum criteria for the election of nominees to
the Board of Directors and we do not have any specific process or procedure for
evaluating such nominees. Our board of directors will assess all candidates,
whether submitted by management or shareholders, and make recommendations for
election or appointment.
A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our President,
Robert A. Rich, at the address appearing on the first page of this prospectus.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
In the following table, we have determined the number and
percentage of shares beneficially owned in accordance with Rule 13d-3 of the
Exchange Act based on information provided to us by our controlling shareholder,
executive officers and directors, and this information does not necessarily
indicate beneficial ownership for any other purpose. In determining the number
of shares of our common stock beneficially owned by a person and the percentage
ownership of that person, we include any shares as to which the person has sole
or shared voting power or investment power, as well as any shares subject to
warrants or options held by that person that are currently exercisable or
exercisable within 60 days.
Title of Class
|
Name and Address of Shareholder
and
Position, Office or Material Relationship
with
American Uranium Corp.
|
Amount
and
Nature of
Beneficial
Ownership
(1)
|
Percent of
Class
(2)
|
common
|
Robert A. Rich, President, CEO,
CFO,
Secretary, Treasurer and Director
5 Locust Road
Orleans
MA 02653
|
5,075,000
(3)
sole
voting and investment
power
|
10.97%
|
common
|
Donald Cooper,
Director
95050 Barclay Place - Villa No. 5
Amelia Island, FL
32034 USA
|
75,000
(4)
sole voting
and investment power
|
0.16%
|
Common
Shares
|
Directors and Officers as a group
|
5,150,000
|
11.2%
|
(1)
|
Beneficial ownership is determined in accordance with SEC
rules and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options, warrants and
convertible preferred stock currently
|
43
|
exercisable or convertible, or exercisable or convertible
within 60 days, would be counted as outstanding for computing the
percentage of the person holding such options or warrants but not counted
as outstanding for computing the percentage of any other person.
|
(2)
|
Based on 46,207,625 shares outstanding as of July 3, 2008
plus the shares of common stock subject to options, warrants and
convertible preferred stock currently exercisable or convertible, or
exercisable or convertible within 60 days, for the persons holding such
options or warrants but not counted as outstanding for computing the
percentage of any other persons.
|
(3)
|
Includes 5,000,000 common shares and 75,000 common share
purchase options exercisable within 60 days.
|
(4)
|
Includes no common shares and 75,000 common share
purchase options.
|
Change in Control
We are unaware of any contract, or other arrangement or
provision of our Articles of Incorporation or Bylaws, the operation of which may
at a subsequent date result in a change of control of our company.
44
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
We engaged the firm of Telford Sadovnik P.L.L.C., to audit our
financial statements for the year ended February
28, 2007 . Effective October 6, 2007, Telford Sadovnick, P.L.L.C. resigned
as our companys auditors.
During the year ended February
28, 2007 , the period from inception (March 23, 2005) to February 28,
2007, and the interim period, there have been no disagreements with Telford
Sadovnik P.L.L.C., on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope procedure.
Telford Sadovnick stated that they were resigning as our
independent auditor due to the fact that they had withdrawn their registration
with the Public Company Accountability Oversight Board and are no longer able to
audit U.S. issuers.
Telford Sadovnicks reports on the financial statements
of our Company for the year ended February 28, 2007 and the period from inception
(March 23, 2005) to February
28, 2007 did not contain an adverse opinion or disclaimer of opinion,
nor were they modified or qualified as to uncertainty, audit scope or accounting
principles with the exception of a statement regarding the uncertainty of our
companys ability to continue as a going concern.
During this period and the subsequent interim periods through
August 31, 2007, there were no disagreements with Telford Sadovnick on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements if not resolved to Telford
Sadovnicks satisfaction would have caused Telford Sadovnick to make reference
to the subject matter of the disagreement in connection with their report for
the financial statements for the past year.
On January 7, 2008, our board of directors appointed Davidson
& Company LLP, Chartered Accountants as our companys new independent
registered public accounting firm following the resignation of Telford Sadovnick
. Prior to Davidson & Company LLPs appointment as our independent
accountants, our company did not consult Davidson & Company LLP on the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our financial statements. Prior to Davidson & Company LLPs appointment as
our independent accountants, no written report or oral advice was provided to us
that Davidson & Company LLP concluded was an important factor considered by
us in reaching a decision as to an accounting, auditing or financial reporting
issue. Prior to Davidson & Company LLPs appointment as our independent
accountants, there was no matter that was either the subject of a disagreement
or a reportable event as described in Regulation S-K, Item 304, paragraph
(a)(1)(v).
Davidson &
Company LLP, Chartered Accountants reports on the financial statements
of our Company for the year ended February 29, 2008 and the period from inception
(March 23, 2005) to February 29, 2008 did not contain an adverse opinion or
disclaimer of opinion, nor were they modified or qualified as to uncertainty,
audit scope or accounting principles with the exception of a statement regarding
the uncertainty of our companys ability to continue as a going concern.
During this
period and the subsequent interim periods through August 31, 2007, there were
no disagreements with Telford Davidson & Company LLP, Chartered Accountants
on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved to Davidson
& Company LLP, Chartered Accountants satisfaction would have caused
Davidson & Company LLP, Chartered Accountants to make reference to the subject
matter of the disagreement in connection with their report for the financial
statements for the past year.
45
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Our Bylaws provide that we have the power to indemnify, to the
greatest allowable extent permitted under the General Corporate Laws of Nevada,
directors or officers of our company for any duties or obligations arising out
of any acts or conduct of the officer or director performed for or on behalf of
our company. We will reimburse each such person for all legal and other expenses
reasonably incurred by him in connection with any such claim or liability,
including power to defend such persons from all suits or claims as provided for
under the provisions of the General Corporate Law of Nevada.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of our company under Nevada law or otherwise, our company has been advised that
the opinion of the Securities and Exchange Commission is that such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the
twelve months ending July 30, 2009.
Employees
We currently
have one full-time employee: Our full-time employee is our president, acting
chief financial officer, treasurer, secretary and a director. We have entered
into a consulting agreement with a part-time employee, which is incorporated
by reference as an exhibit to the registration statement of which this prospectus
forms a part. We do not expect any material changes in the number of employees
over the next twelve month period. We do and will continue to outsource contract
employment as needed.
Future Operations
Presently, our revenues are not sufficient to meet operating
and capital expenses and we have incurred operating losses since inception,
which are likely to continue for the foreseeable future. We
anticipate
that we will have negative cash flows during the year ended February
29, 2009 . Management anticipates the need to raise additional capital
to fund operations over the next twelve months. We intend to raise the capital
required to satisfy our needs primarily through the sale of our equity securities
or debt. We will attempt to minimize costs until more cash is available through
financing or operating activities.
Due to the
uncertainty of our ability to meet our current operating and capital expenses,
in their report on the annual financial statements for the year ended February
29, 2008 our independent registered public accounting firm included an explanatory
paragraph regarding concerns about our ability to continue as a going concern
in their audit report.
There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further financing, discovering uranium resources on our properties and, finally,
achieving a profitable level of operations either through exploiting deposits of
uranium resources that we find or by selling the rights to do so to others.
The issuance of additional equity securities by us could result
in a significant dilution in the equity interests of our current shareholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further
funds required for our continued operations. We plan to pursue various financing
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will be forced to scale down or perhaps even cease the operation of our
business.
46
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our significant
accounting policies are summarized in Note 2 to our financial statements. The
following describes our critical accounting policies and estimates:
Use of Estimates
The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported and disclosed in
the financial statements and the accompanying notes. Actual results could differ
materially from these estimates.These estimates and assumptions are affected
by managements application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the following
aspects of our financial statements is critical to an understanding of our financials.
Going Concern
Basis
The audited
financial statements and unaudited interim consolidated financial statements
included with this prospectus have been prepared on the going concern basis
which assumes that adequate sources of financing will be obtained as required
and that our assets will be realized and liabilities settled in the ordinary
course of business. Accordingly, the audited financial statements do not include
any adjustments related to the recoverability of assets and classification of
assets and liabilities that might be necessary should we be unable to continue
as a going concern.
In order to
continue as a going concern, we require additional financing. There can be no
assurance that additional financing will be available to us when needed or,
if available, that it can be obtained on commercially reasonable terms. If we
are not able to continue as a going concern, we would likely be unable to realize
the carrying value of our assets reflected in the balances set out in the preparation
of the financial statements.
New accounting
pronouncements
In September
2006, FASB issued SFAS No. 157, Fair Value Measurements. Among other
requirements, SFAS 157 defines fair value and establishes a framework for measuring
fair value and also expands disclosure about the use of fair value to measure
assets and liabilities. SFAS 157 is effective for fiscal years beginning after
November 15, 2007. We adopted the guidance effective March 1, 2008, without
any material impact on our consolidated financial statements.
In February
2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, including an amendment of FASB Statement
No. 115. This pronouncement permits entities to choose to measure eligible financial
instruments at fair value as of specified dates. Such election, which may be
applied on an instrument by instrument basis, is typically irrevocable once
elected. SFAS 159 is effective for fiscal years beginning November 15, 2007,
and early application is allowed under certain circumstances. We adopted the
guidance effective March 1, 2008, without any material impact on our consolidated
financial statements.
In December
2007, the FASB issued SFAS No. 141R, Business Combinations which
changes how business acquisitions are accounted. SFAS 141R requires the acquiring
entity in a business combination to recognize all (and only) the assets acquired
and liabilities assumed in the transaction and establishes the acquisition-date
fair value as the measurement objective for all assets acquired and liabilities
assumed in a business combination. Certain provisions of this standard will,
among other things, impact the determination of acquisition-date fair value
of consideration paid in a business combination (including contingent considerations);
exclude transaction costs from acquisition accounting; and change accounting
practices for acquired contingencies, acquisition- related restructuring costs,
in-process research and development, indemnification assets and tax benefits.
SFAS No. 141R is effective for business combinations and adjustments to an acquired
entitys deferred tax asset and liability balances occurring after December
31, 2008, without any material impact expected on our consolidated financial
statements.
47
In December
2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated
Financial Statement, an amendment of ARB No. 51, which establishes new
standards governing the accounting for and reporting of noncontrolling interests
(NCI) in partially owned consolidated subsidiaries and the loss of control of
subsidiaries. Certain provisions of this standard indicate, among other things,
that NCIs (previously referred to as minority interests) be treated as a separate
component of equity, not as a liability; that increases and decreases in the
parents ownership interest that leave control intact be treated as equity
transactions, rather than as step acquisitions or dilution gains or losses;
and that losses of a partially owned consolidated subsidiary be allocated to
the NCI even when such allocation might result in a deficit balance. This standard
also requires changes to certain presentation and disclosure requirements. SFAS
No. 160 is effective beginning January 1, 2009. The provisions of the standard
are to be applied to all NCIs prospectively, except for the presentation
and disclosure requirements, which are to be applied retrospectively to all
periods presented, without any material impact expected on our consolidated
financial statements.
In March 2008,
the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133." Constituents have
expressed concerns that the existing disclosure requirements in FASB Statement
No. 133, Accounting for Derivative Instruments and Hedging Activities, do not
provide adequate information about how derivative and hedging activities affect
an entity's financial position, financial performance, and cash flows. SFAS
No. 161 requires enhanced disclosures about an entity's derivative and hedging
activities and thereby improves the transparency of financial reporting. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application encouraged.
This Statement encourages, but does not require, comparative disclosures for
earlier periods at initial adoption. The adoption of FASB 161 is not expected
to have a material impact on the Company's financial position.
In May 2008,
the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting
Principles." The current GAAP hierarchy, as set forth in the American Institute
of Certified Public Accountants (AICPA) Statement on Auditing Standards No.
69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles, has been criticized because (1) it is directed to the auditor rather
than the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial
Accounting Concepts. The FASB believes that the GAAP hierarchy should be directed
to entities because it is the entity (not its auditor) that is responsible for
selecting accounting principles for financial statements that are presented
in conformity with GAAP. Accordingly, the FASB concluded that the GAAP hierarchy
should reside in the accounting literature established by the FASB and is issuing
this Statement to achieve that result. This Statement is effective 60 days following
the SEC's approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles. The adoption of FASB 162 is not expected to
have a material impact on the Company's financial position.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as listed below, we have not entered into or
participated in any transactions or a series of similar transactions, wherein
the amount involved exceeded $120,000 or one percent of our total assets at year
end for the last three completed fiscal years, in which any of our officers,
directors, persons nominated for these positions, beneficial owners of 5% or
more of our common stock, family members of these persons or any related person
of our company had a direct or indirect material interest.
None
Our board of directors and executive officers are our
promoters.
EXECUTIVE COMPENSATION
The following table summarizes the compensation of our executive
officers during the period
ending May 31, 2008 , the fiscal years ended February 29, 2008 and February
28, 2007 and 2006. No other officers or directors received annual compensation
in excess of $100,000 during the last three fiscal years.
48
SUMMARY COMPENSATION TABLE
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonu
s
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Robert A.
Rich
(1)
|
2008
2007
2006
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
248,335
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
125,000
Nil
Nil
|
373,335
Nil
Nil
|
Hamish
Malkin
(2)
|
2008
2007
2006
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
498,949
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
20,500
Nil
Nil
|
519,449
Nil
Nil
|
Devinder
Randhawa
(3)
|
2008
2007
2006
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
299,646
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
299,646
Nil
Nil
|
Donald
Cooper
(4)
|
2008
2007
2006
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
210,813
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
210,813
Nil
Nil
|
Mir
Huculak
(5)
|
2008
2007
2006
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
Nil
6,000
5,500
|
Nil
$6,000
$5,500
|
(1)
|
Robert A. Rich was appointed as our President, CEO,
Secretary, Treasurer and a director on April 19, 2007. He resigned as
Treasurer on September 15, 2007. He was appointed as our CFO and Treasurer
on June 27, 2008.
|
(2)
|
Hamish Malkin was appointed as our Chief Financial
Officer, Treasurer and a director on September 15, 2007 and resigned from
all positions as director or officer on June 27, 2008.
|
(3)
|
Devinder Randhawa was appointed as a director on
September 20, 2007 and resigned on February 12, 2008.
|
(4)
|
Donald Cooper was appointed as a director on February 14,
2008.
|
(5)
|
Mir Huculak was appointed as our president, principal
executive officer, principal financial officer, secretary, treasurer and a
director on March 23, 2005, he resigned as our President on April 19, 2007
and as principal executive officer, principal financial officer,
secretary, treasurer and a director on May 29,
2007.
|
(o)
Smaller reporting companiesNarrative disclosure to
summary compensation table.
Provide a narrative description of any material
factors necessary to an understanding of the information disclosed in the Table
required by paragraph (n) of this Item. Examples of such factors may include, in
given cases, among other things:
(1) The material terms of each named executive officer's
employment agreement or arrangement, whether written or unwritten;
(2) If at any time during the last fiscal year, any outstanding
option or other equity-based award was repriced or otherwise materially modified
(such as by extension of exercise periods, the change of vesting or forfeiture
conditions, the change or elimination of applicable performance criteria, or the
change of the bases upon which returns are determined), a description of each
such repricing or other material modification;
(3) The waiver or modification of any specified performance
target, goal or condition to payout with respect to any amount included in
non-stock incentive plan compensation or payouts reported in column (g) to the
Summary Compensation Table required by paragraph (n) of this Item, stating
whether the waiver or modification applied to one or more specified named
executive officers or to all compensation subject to the target, goal or
condition;
(4) The material terms of each grant, including but not limited
to the date of exercisability, any conditions to exercisability, any tandem
feature, any reload feature, any tax-reimbursement feature, and any provision
that could cause the exercise price to be lowered;
49
(5) The material terms of any non-equity incentive plan award
made to a named executive officer during the last completed fiscal year,
including a general description of the formula or criteria to be applied in
determining the amounts payable and vesting schedule;
(6) The method of calculating earnings on nonqualified deferred
compensation plans including nonqualified defined contribution plans; and
(7) An identification to the extent material of any item
included under All Other Compensation (column (i)) in the Summary Compensation
Table. Identification of an item shall not be considered material if it does not
exceed the greater of $25,000 or 10% of all items included in the specified
category in question set forth in paragraph (n)(2)(ix) of this Item. All items
of compensation are required to be included in the Summary Compensation Table
without regard to whether such items are required to be identified.
Instruction to Item 402(o).
The disclosure required by
paragraph (o)(2) of this Item would not apply to any repricing that occurs
through a pre-existing formula or mechanism in the plan or award that results in
the periodic adjustment of the option or SAR exercise or base price, an
antidilution provision in a plan or award, or a recapitalization or similar
transaction equally affecting all holders of the class of securities underlying
the options or SARs.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name
|
Options Awards
|
Stock Awards
|
Number
of
Securities
Underlyin
g
Unexercise
d
Options
(#)
Exercisabl
e
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisab
le
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Robert A.
Rich
(1)
|
75,000
|
225,000
|
Nil
|
1.00
|
January 15,
2013
|
Nil
|
n/a
|
Nil
|
n/a
|
Hamish
Malkin
(2)
|
125,000
|
375,000
|
Nil
|
1.20
|
Sept 15,
2012
|
Nil
|
n/a
|
Nil
|
n/a
|
Donald
Cooper
(3)
|
75,000
|
225,000
|
Nil
|
0.85
|
Feb 14 ,
2013
|
Nil
|
n/a
|
Nil
|
n/a
|
Devinder
Randhawa
(4)
|
75,000
|
225,000
|
Nil
|
1.20
|
Sept 20,
2012
|
Nil
|
n/a
|
Nil
|
n/a
|
Mir
Huculak
(5)
|
Nil
|
Nil
|
Nil
|
n/a
|
n/a
|
Nil
|
n/a
|
Nil
|
n/a
|
(1)
|
Robert A. Rich was appointed as our President, Secretary,
Treasurer and a director on April 19, 2007. He resigned as Treasurer on
September 15, 2007. He was appointed as our CFO and Treasurer on June 27,
2008.
|
(2)
|
Hamish Malkin was appointed as our Chief Financial
Officer, Treasurer and a director on September 15, 2007 and resigned from
all positions as director or officer on June 27, 2008.
|
(3)
|
Donald Cooper was appointed as a director on February 14,
2008.
|
(4)
|
Devinder Randhawa was appointed as a director on
September 20, 2007 and resigned on February 12, 2008.
|
(5)
|
Mir Huculak was appointed as our president, principal
executive officer, principal financial officer, secretary, treasurer and a
director on March 23, 2005, he resigned as our President on April 19, 2007
and as principal executive officer, principal financial officer,
secretary, treasurer and a director on May 29,
2007.
|
50
(p)
Smaller reporting companiesOutstanding equity awards at
fiscal year-end table.
(1) Provide the information specified in paragraph
(p)(2) of this Item, concerning unexercised options; stock that has not vested;
and equity incentive plan awards for each named executive officer outstanding as
of the end of the smaller reporting company's last completed fiscal year in the
following tabular format:
(q)
Smaller reporting companiesAdditional narrative
disclosure.
Provide a narrative description of the following to the extent
material:
(1) The material terms of each plan that provides for the
payment of retirement benefits, or benefits that will be paid primarily
following retirement, including but not limited to tax-qualified defined benefit
plans, supplemental executive retirement plans, tax-qualified defined
contribution plans and nonqualified defined contribution plans.
(2) The material terms of each contract, agreement, plan or
arrangement, whether written or unwritten, that provides for payment(s) to a
named executive officer at, following, or in connection with the resignation,
retirement or other termination of a named executive officer, or a change in
control of the smaller reporting company or a change in the named executive
officer's responsibilities following a change in control, with respect to each
named executive officer.
Compensation of Directors
Our board of directors has received no compensation to date and
there are no plans to compensate them in the near future, unless and until we
begin to realize revenues and become profitable in our business operations.
Employment Contracts and Termination of Employment and
Change in Control Arrangements
Other than as described below, we have not entered into an
employment agreement or consulting agreement with our board of directors and
executive officer:
Dated effective September 15, 2007, we had a consulting
agreement with Hamish Malkin, who was then our Chief Financial Officer and
Treasurer and member of our board of directors. On June 27, 2008. Mr. Malkin
resigned from all positions as a director and officer with our company. The
stock option agreement that we had with Mr. Malkin, and the related stock
options, terminated on June 27, 2008 because of the resignation.
Director Compensation
Name
|
Fees
earned or
paid
in
cash
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive
plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All other
compensation
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
Robert A.
Rich
1
|
$15,000 per
month
|
Nil
|
$300,000
|
Nil
|
Nil
|
Nil
|
Donald K.
Cooper
2
|
Nil
|
Nil
|
$255,000
|
Nil
|
Nil
|
Nil
|
(1)
|
Robert A. Rich was appointed as our President, Secretary,
Treasurer and a director on April 19, 2007. He resigned as Treasurer on
September 15, 2007. He was appointed as our CFO and Treasurer on June
27, 2008.
|
(3)
|
Donald Cooper was appointed as a director on February
14, 2008.
|
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
51
compensation is or may be paid to our directors or executive
officers, except that stock options may be granted at the discretion of the
Board of Directors or a committee thereof.
We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.
REPORTS TO SHAREHOLDERS AND WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC a Registration Statement on Form
S-1, under the Securities Act with respect to the securities offered under this
prospectus. This prospectus, which forms a part of that Registration Statement,
does not contain all information included in the Registration Statement. Certain
information is omitted and you should refer to the Registration Statement and
its exhibits. You may review a copy of the Registration Statement at the SECs
public reference room. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference room. The SEC maintains an
internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The
internet address of the site is http://www.sec.gov.
We are required to file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission. Following such time, our Securities and Exchange Commission filings
will be available to the public over the internet at the Securities and Exchange
Commissions website at http://www.sec.gov.
You may also read and copy any materials we file with the
Securities and Exchange Commission at the Securities and Exchange Commissions
public reference room at 100 F Street, N.E. Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-732-0330 for further information
on the operation of the public reference rooms.
No finder, dealer, sales-person or other person has been
authorized to give any information or to make any representation in connection
with this offering other than those contained in this prospectus and, if given
or made, such information or representation must not be relied upon as having
been authorized by us. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby by anyone
in any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or
to any person to whom it is unlawful to make such offer or solicitation.
52
FINANCIAL STATEMENTS
Our financial statements are stated in United States Dollars
(US$) and are prepared in conformity with generally accepted accounting
principles of the United States of America.
The following
Audited financial statements pertaining to American Uranium
are filed as part of this registration statement:
|
|
Report of Independent Chartered
Accountants dated June 20, 2008
|
|
Report of Independent
Chartered Accountants dated April 4, 2007
|
|
Balance Sheets as at February
29, 2008 and February 28, 2007
|
|
Statements of Operations
from March 23, 2005 (Inception) to February 29, 2008
|
|
Statements of Cash Flows
from March 23, 2005 (Inception) to February 29, 2008
|
|
Statements of Stockholders
Equity from March 23, 2005 (Inception) to February 29, 2008
|
|
Notes to the Consolidated
Financial Statements
|
53
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States dollars)
February 29, 2008
54
DAVIDSON & COMPANY LLP
|
|
|
A Partnership of Incorporated Professionals
|
|
Chartered Accountants
|
|
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Directors and the Stockholders of
American Uranium Corporation
(An Exploration Stage Company)
We have audited the accompanying balance sheet of American Uranium
Corporation (An Exploration Stage Company, formerly known as Alpine Resources
Corporation) as at February 29, 2008 and the related statements of operations,
stockholders' equity and cash flows for the year then ended We have also audited
the statements of operations, stockholders equity and cash flows for the
period from inception (March 23, 2005) to February 29, 2008, except that we
did not audit these financial statements for the period from inception (March
23, 2005) through February 28, 2007; those statements were audited by other
auditors whose report dated April 4, 2007 expressed an unqualified opinion on
those statements. 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. Our opinion, insofar as it relates to the amounts for the
period from inception (March 23, 2005) through February 28, 2007, is based solely
on the report of the other auditors.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States of America). 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 Companys internal
control over financial reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, based on our audit and the report of other auditors,
the financial statements referred to above present fairly, in all material respects,
the financial position of American Uranium Corporation as at February 29, 2008
and the results of its operations and its cash flows for the year then ended
and for the period from inception (March 23, 2005) to February 29, 2008 in conformity
with generally accepted accounting principles in the United States of America.
As described in Note 8 to the financial statements, the Company
adopted Financial Accounting Standards Board Interpretation No. 48 Accounting
for Uncertainty in Income Taxes an Interpretation of FASB Statement No.
109, on March 1, 2007
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company is an exploration stage company, has no
established sources of revenue and is dependant on its ability to raise capital
from stockholders or other sources to sustain operations.. These matters raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regards to these matters are discussed in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
|
DAVIDSON & COMPANY LLP
|
Vancouver, Canada
|
Chartered Accountants
|
June 20, 2008
|
|
1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver,
BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
55
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
American Uranium Corporation
(formerly Alpine Resources Corporation)
(An Exploration Stage Company)
We have audited the accompanying balance sheet of
American
Uranium Corporation (formerly Alpine Resources Corporation)
(the Company)
(an Exploration Stage Company) as of February 28, 2007, the related statements
of operations, stockholders equity (deficit) and cash flows for the year
then ended, and for the period from inception on March 23, 2005 to February
28, 2007. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audit in accordance with 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.
In our opinion, based on our audit, the financial statements
referred to above present fairly, in all material respects, the financial position
of
American Uranium Corporation (formerly Alpine Resources Corporation)
(an
Exploration Stage Company) as at February 28, 2007, the results of its operations
and its cash flows for the year then ended, and for the period from inception
on March 23, 2005 to February 28, 2007, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses and net cash
outflows from operations since inception. These factors raise substantial doubt
about the Companys ability to continue as a going concern. Managements
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/
TELFORD SADOVNICK, P.L.L.C.
TELFORD SADOVNICK, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Bellingham, Washington
April 4, 2007
56
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
|
|
February 29,
|
|
|
February 28,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
4,104,596
|
|
$
|
27,128
|
|
Prepaid expenses
(Note 3)
|
|
275,000
|
|
|
-
|
|
Total current assets
|
|
4,379,596
|
|
|
27,128
|
|
|
|
|
|
|
|
|
Equipment (Note 4)
|
|
8,960
|
|
|
-
|
|
|
|
|
|
|
|
|
Mineral property interests
(Note 5)
|
|
8,160,000
|
|
|
-
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
12,548,556
|
|
$
|
27,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities (Note 6)
|
$
|
897,278
|
|
$
|
1,500
|
|
Due to related party (Note
7)
|
|
-
|
|
|
15,183
|
|
Due to Strathmore
Resources (US) Ltd. (Note 5)
|
|
158,582
|
|
|
-
|
|
|
|
1,055,860
|
|
|
16,683
|
|
Commitments
(Note 11)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock,
5,000,000,000 shares authorized with a par value
|
|
462
|
|
|
2,765
|
|
of $0.00001
(issued: February 29, 2008 - 46,207,625;
|
|
|
|
|
|
|
February 28, 2007 - 276,487,500)
|
|
|
|
|
|
|
Additional paid-in capital
|
|
14,426,442
|
|
|
50,215
|
|
Donated capital
(Note 7)
|
|
21,750
|
|
|
17,250
|
|
Deficit accumulated during
exploration stage
|
|
(2,955,958
|
)
|
|
(59,785
|
)
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
11,492,696
|
|
|
10,445
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders' equity
|
$
|
12,548,556
|
|
$
|
27,128
|
|
|
|
|
|
|
|
|
Nature and continuance of operations (Note 1)
|
|
|
|
|
|
|
Subsequent events (Note 12)
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
57
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
|
|
|
|
|
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
(March 23,
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
2005) to
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
February 29,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
(Note 6)
|
$
|
72,849
|
|
$
|
-
|
|
$
|
72,849
|
|
Depreciation
|
|
2,032
|
|
|
-
|
|
|
2,032
|
|
Financing costs
(Note 6)
|
|
761,565
|
|
|
-
|
|
|
761,565
|
|
General and administrative
|
|
42,517
|
|
|
5,295
|
|
|
50,883
|
|
Investor relations
|
|
147,369
|
|
|
-
|
|
|
147,369
|
|
Legal and audit
|
|
198,231
|
|
|
18,169
|
|
|
229,400
|
|
Management fees
(Notes 6 and 7)
|
|
573,609
|
|
|
6,000
|
|
|
585,109
|
|
Mineral property expenditures (Note 5)
|
|
1,204,528
|
|
|
7,000
|
|
|
1,213,278
|
|
|
|
|
|
|
|
|
|
|
|
Loss before other item
|
|
(3,002,700
|
)
|
|
(36,464
|
)
|
|
(3,062,485
|
)
|
Interest income
|
|
106,527
|
|
|
-
|
|
|
106,527
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
$
|
(2,896,173
|
)
|
$
|
(36,464
|
)
|
$
|
(2,955,958
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted
loss per share
|
$
|
(0.03
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number
|
|
|
|
|
|
|
|
|
|
of shares outstanding
|
|
100,404,282
|
|
|
258,090,727
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
58
AMERICAN
URANIUM
CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY
(Expressed in United States Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the
|
|
|
Total
|
|
|
|
Number of
|
|
|
|
|
|
Additional
|
|
|
Donated
|
|
|
Exploration
|
|
|
Stockholders'
|
|
|
|
common shares
|
|
|
Par Value
|
|
|
Paid-in Capital
|
|
|
Capital
|
|
|
Stage
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 23, 2005
|
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
(date of inception)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial capitalization
|
|
250,000,000
|
|
|
2,500
|
|
|
(2,450
|
)
|
|
-
|
|
|
-
|
|
|
50
|
|
Donated services
|
|
-
|
|
|
-
|
|
|
-
|
|
|
8,250
|
|
|
-
|
|
|
8,250
|
|
Net loss for the period
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(23,321
|
)
|
|
(23,321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, February 28, 2006
|
|
250,000,000
|
|
|
2,500
|
|
|
(2,450
|
)
|
|
8,250
|
|
|
(23,321
|
)
|
|
(15,021
|
)
|
Shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement
|
|
26,487,500
|
|
|
265
|
|
|
52,665
|
|
|
-
|
|
|
-
|
|
|
52,930
|
|
Donated services
|
|
-
|
|
|
-
|
|
|
-
|
|
|
9,000
|
|
|
-
|
|
|
9,000
|
|
Net loss for the year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
(36,464
|
)
|
|
(36,464
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, February 28, 2007
|
|
276,487,500
|
|
|
2,765
|
|
|
50,215
|
|
|
17,250
|
|
|
(59,785
|
)
|
|
10,445
|
|
Shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placements
|
|
8,461,829
|
|
|
85
|
|
|
6,346,285
|
|
|
-
|
|
|
-
|
|
|
6,346,370
|
|
For purchase of
mineral rights
|
|
6,000,000
|
|
|
60
|
|
|
7,859,940
|
|
|
-
|
|
|
-
|
|
|
7,860,000
|
|
Common stock subscribed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Shares returned to treasury
|
|
(245,000,000
|
)
|
|
(2,450
|
)
|
|
2,450
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Share issue costs
|
|
-
|
|
|
-
|
|
|
(283,444
|
)
|
|
-
|
|
|
-
|
|
|
(283,444
|
)
|
Finders' fee
|
|
258,296
|
|
|
2
|
|
|
(2
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
Donated services
|
|
-
|
|
|
-
|
|
|
-
|
|
|
4,500
|
|
|
-
|
|
|
4,500
|
|
Stock-based compensation
|
|
-
|
|
|
-
|
|
|
450,998
|
|
|
-
|
|
|
-
|
|
|
450,998
|
|
Net loss
for the year
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(2,896,173
|
)
|
|
(2,896,173
|
)
|
Balance, February 29, 2008
|
|
46,207,625
|
|
$
|
462
|
|
$
|
14,426,442
|
|
$
|
21,750
|
|
$
|
(2,955,958
|
)
|
$
|
11,492,696
|
|
On April 10, 2007, the Company effected a 50:1 forward stock
split of the authorized, issued and outstanding common stock (Note 6). All share
and per share amounts have been retroactively adjusted for all periods presented.
The accompanying notes are an integral part of these financial
statements.
59
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
|
|
|
|
|
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
(March 23,
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
2005) to
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
February 29,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(2,896,173
|
)
|
$
|
(36,464
|
)
|
$
|
(2,955,958
|
)
|
Items not affecting cash:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
2,032
|
|
|
-
|
|
|
2,032
|
|
Donated rent
and services
|
|
4,500
|
|
|
9,000
|
|
|
21,750
|
|
Stock-based compensation
|
|
450,998
|
|
|
-
|
|
|
450,998
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
(275,000
|
)
|
|
-
|
|
|
(275,000
|
)
|
Due to Strathmore
Resources (US) Ltd.
|
|
158,582
|
|
|
-
|
|
|
158,582
|
|
Due to related party
|
|
(15,183
|
)
|
|
3,143
|
|
|
-
|
|
Accounts
payable and accrued liabilities
|
|
895,778
|
|
|
(1,500
|
)
|
|
897,278
|
|
Net cash used in operating activities
|
|
(1,674,466
|
)
|
|
(25,821
|
)
|
|
(1,700,318
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance
of capital stock
|
|
6,346,370
|
|
|
52,930
|
|
|
6,399,350
|
|
Cost of share issuance
|
|
(283,444
|
)
|
|
-
|
|
|
(283,444
|
)
|
Net cash provided by financing
activities
|
|
6,062,926
|
|
|
52,930
|
|
|
6,115,906
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Acquisition of mineral rights
|
|
(300,000
|
)
|
|
-
|
|
|
(300,000
|
)
|
Purchase of equipment
|
|
(10,992
|
)
|
|
-
|
|
|
(10,992
|
)
|
Net cash used in investing activities
|
|
(310,992
|
)
|
|
-
|
|
|
(310,992
|
)
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
during the period
|
|
4,077,468
|
|
|
27,109
|
|
|
4,104,596
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period
|
|
27,128
|
|
|
19
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period
|
$
|
4,104,596
|
|
$
|
27,128
|
|
$
|
4,104,596
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest during the period
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes during the period
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure with respect to
cash flows (Note 10)
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
60
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
1.
|
NATURE AND CONTINUANCE OF OPERATIONS
|
|
|
|
American Uranium Corporation (the Company)
was incorporated in the State of Nevada on March 23, 2005 under the name
Alpine Resources Corporation. On April 10, 2007, the Company changed its
name to American Uranium Corporation by merging with its wholly
owned subsidiary named American Uranium Corporation, a Nevada
Corporation formed specifically for that purpose. On April 10, 2007, the
Company effected a 50:1 forward stock split of the authorized, issued
and outstanding common stock. As a result, the authorized share capital
increased from 100,000,000 shares of common stock to 5,000,000,000 shares
of common stock with no change in par value. The issued and outstanding
share capital increased from 5,529,750 shares of common stock to 276,487,500
shares of common stock. All share and per share amounts have been retroactively
adjusted for all periods presented.
|
|
|
|
The Company is an Exploration Stage Company, as defined
by Financial Accounting Standards Board (FASB) Statement No.7
and Securities and Exchange Commission (SEC) Industry Guide
7. The Companys principal business is the acquisition and exploration
of mineral property interests in the United States. The Company has not
presently determined whether its properties contain mineral reserves that
are economically recoverable.
|
|
|
|
These financial statements have been prepared on a going
concern basis, which implies the Company will continue to meet its obligations
and continue its operations for the next fiscal year. Realization values
may be substantially different from carrying values as shown and these
financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a
going concern. As at February 29, 2008, the Company has not generated
revenues and has accumulated losses of $2,955,958 since inception. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to
obtain necessary equity financing to continue operations, and the attainment
of profitable operations. These factors raise substantial doubt regarding
the Companys ability to continue as a going concern. To mitigate
this risk, management plans to obtain additional equity financing if possible,
or to curtail operations, thereby conserving cash resources.
|
|
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
|
|
These financial statements have been prepared in conformity
with generally accepted accounting principles in the United States of
America.
|
|
|
|
Use of estimates
|
|
|
|
The preparation of financial statements in accordance
with United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of revenues
and expenses during the reporting period. The Company regularly evaluates
estimates and assumptions related to deferred income tax asset valuation
allowances, asset impairment, stock- based compensation and loss contingencies.
The Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the other sources. The actual results experienced by the
Company may differ materially and adversely from the Companys estimates.
To the extent there are material differences between estimates and the
actual results, future results of operations will be affected.
|
61
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
2.
|
SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
|
|
|
Cash and cash equivalents
|
|
|
|
Cash and cash equivalents include cash in banks, money
market funds, and certificates of term deposits with maturities of less
than three months from inception, which are readily convertible to known
amounts of cash and which, in the opinion of management, are subject to
an insignificant risk of loss in value. Cash and cash equivalents consist
entirely of cash on deposit with high quality major financial institutions.
|
|
|
|
Equipment
|
|
|
|
Equipment, consisting of office and computer equipment,
is recorded at cost less accumulated depreciation. Depreciation is recorded
on a declining balance basis at rates ranging from 20% to 30% per annum.
|
|
|
|
Mineral property interests
|
|
|
|
The Company follows a policy of expensing exploration
expenditures until a production decision is made in respect of the project
and the Company is reasonably assured that it will receive regulatory
approval to permit mining operations, which may include the receipt of
a legally binding project approval certificate. Such expenditures include
exploration and administration expenditures. Mineral property acquisition
costs are capitalized when incurred and are classified as tangible assets
and are evaluated for impairment and written down as required.
|
|
|
|
Management periodically reviews the carrying value of
its investments in mineral leases and claims with internal and external
mining related professionals. A decision to abandon, reduce or expand
a specific project is based upon many factors including general and specific
assessments of mineral deposits, anticipated future mineral prices, anticipated
future costs of exploring, developing and operating a production mine,
the expiration term and ongoing expenses of maintaining mineral properties
and the general likelihood that the Company will continue exploration
on such project. The Company does not set a pre-determined holding period
for properties with unproven deposits, however, properties which have
not demonstrated suitable metal concentrations at the conclusion of each
phase of an exploration program are re-evaluated to determine if future
exploration is warranted, whether there has been any impairment in value
and that their carrying values are appropriate.
|
|
|
|
If an area of interest is abandoned or it is determined
that its carrying value cannot be supported by future production or sale,
the related costs are charged against operations in the year of abandonment
or determination of value. The amounts recorded as mineral leases and
claims represent costs to date and do not necessarily reflect present
or future values.
|
|
|
|
The Companys exploration activities and proposed
mine development are subject to various laws and regulations governing
the protection of the environment. These laws are continually changing,
generally becoming more restrictive. The Company has made, and expects
to make in the future, expenditures to comply with such laws and regulations.
|
|
|
|
The accumulated costs of properties that are developed
on the stage of commercial production will be amortized to operations
through unit-of-production depletion.
|
|
|
|
Asset retirement obligation
|
|
|
|
The Company records the fair value of the liability
for closure and removal costs associated with the legal obligations upon
retirement or removal of any tangible long-lived assets in accordance
with Statements of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations". The initial recognition of any liability
will be capitalized as part of the asset cost and depreciated over its
estimated useful life. To date, the Company has not incurred any asset
retirement obligations.
|
62
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
2.
|
SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
|
|
|
Impairment of long-lived assets
|
|
|
|
Long-lived assets are continually reviewed for impairment
whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of
an asset to future net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of the assets exceeds
the fair value of the assets.
|
|
|
|
Stock-based compensation
|
|
|
|
Effective March 1, 2007, the Company adopted SFAS No.
123(revised), Share-Based Payment (SFAS 123(R))
utilizing the modified prospective approach. The Company records stock-based
compensation in accordance with SFAS No. 123R Accounting for Stock-based
Compensation (SFAS 123R), and applies the recommendations
of this standard using the modified prospective method. Under this application,
the Company is required to record compensation expense, based on the fair
value of the awards, for all awards granted after the date of the adoption
and for the unvested portion of previously granted awards that remain
outstanding as at the date of adoption. Prior to the adoption of SAFS
123R, the Company did not issue any compensation awards.
|
|
|
|
Income taxes
|
|
|
|
The Company follows the asset and liability method of
accounting for income taxes in accordance with Statements of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". Under this
method, deferred income taxes are recognized for the deferred income tax
consequences attributable to differences between the financial statement
carrying values of existing assets and liabilities and their respective
income tax bases (temporary differences). Deferred income tax assets and
liabilities are measured using enacted income tax rates expected to apply
to taxable income in the years in which temporary differences are expected
to be recovered or settled. The effect on future income tax assets and
liabilities of a change in tax rates is included in income in the period
in which the change occurs.
|
|
|
|
The amount of future income tax assets recognized is
limited to the amount that is more likely than not to be realized.
|
|
|
|
In June 2006, the FASB issued Interpretation No.48,
Accounting for Uncertainty in Income Taxes an interpretation
of FASB Statement 109 (FIN 48). This interpretation
clarifies the recognition threshold and measurement of a tax position
taken or expected to be taken on a tax return, and requires expanded disclosure
with respect to the uncertainty in income taxes. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting
in interim periods, disclosures and transition. The Company adopted the
provisions of FIN 48 on March 1, 2007 (Note 8).
|
|
|
|
Foreign currency transactions
|
|
|
|
The functional currency of the Company is the United
States dollar. Accordingly, monetary assets and liabilities denominated
in a foreign currency are translated at the exchange rate in effect at
the balance sheet date while non-monetary assets and liabilities denominated
in a foreign currency are translated at historical rates. Revenue and
expense items denominated in a foreign currency are translated at exchange
rates prevailing when such items are recognized in the statement of operations.
Exchange gains or losses arising on translation of foreign currency items
are included in the statement of operations.
|
63
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
2.
|
SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
|
|
|
Comprehensive loss
|
|
|
|
SFAS No. 130,
Reporting Comprehensive Income
establishes standards for the reporting of comprehensive loss and its
components in the financial statements. As at February 29, 2008 and February
28, 2007, the Company has no items that represent a comprehensive loss
and, therefore, has not included a schedule of comprehensive loss in the
financial statements.
|
|
|
|
Financial Instruments
|
|
|
|
Financial instruments which include cash, accrued liabilities
and due to Strathmore Resources (US) Ltd. were estimated to approximate
their carrying values due to the immediate short-term maturity of these
financial instruments. Some of the Companys operations are in Canada,
which results in exposure to market risks from changes in foreign currency
rates. The financial risk is the risk to the Companys operations
that arise from fluctuations in foreign currency exchange rates and the
degree of volatility of those rates. Currently the Company does not use
derivative instruments to reduce its exposure to foreign currency risk.
|
|
|
|
Net loss per share
|
|
|
|
Basic net loss per share is computed by dividing the
net loss for the period attributable to common stockholders by the weighted
average number of shares of common stock outstanding during the period.
Diluted net loss per share takes into consideration shares of common stock
outstanding (computed under basic loss per share) and potentially dilutive
shares of common stock. Diluted net loss per share is not presented separately
from basic net loss per share as the conversion of outstanding stock options
and warrants into common shares would be anti-dilutive. At February 29,
2008, the total number of potentially dilutive shares of common stock
excluded from basic net loss per share was 5,630,915 (February 28, 2007
Nil).
|
|
|
|
Recent accounting pronouncements
|
|
|
|
In September 2006, FASB issued SFAS No. 157, Fair
Value Measurements. Among other requirements, SFAS 157 defines fair
value and establishes a framework for measuring fair value and also expands
disclosure about the use of fair value to measure assets and liabilities.
SFAS 157 is effective for fiscal years beginning after November 15, 2007.
|
|
|
|
In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities,
including an amendment of FASB Statement No. 115. This pronouncement permits
entities to choose to measure eligible financial instruments at fair value
as of specified dates. Such election, which may be applied on an instrument
by instrument basis, is typically irrevocable once elected. SFAS 159 is
effective for fiscal years beginning November 15, 2007, and early application
is allowed under certain circumstances.
|
|
|
|
In December 2007, the FASB issued SFAS No. 141R, Business
Combinations which changes how business acquisitions are accounted.
SFAS 141R requires the acquiring entity in a business combination to recognize
all (and only) the assets acquired and liabilities assumed in the transaction
and establishes the acquisition-date fair value as the measurement objective
for all assets acquired and liabilities assumed in a business combination.
Certain provisions of this standard will, among other things, impact the
determination of acquisition-date fair value of consideration paid in
a business combination (including contingent considerations); exclude
transaction costs from acquisition accounting; and change accounting practices
for acquired contingencies, acquisition- related restructuring costs,
in-process research and development, indemnification assets and tax benefits.
SFAS No. 141R is effective for business combinations and adjustments to
an acquired entitys deferred tax asset and liability balances occurring
after December 31, 2008.
|
64
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
2.
|
SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
|
|
|
In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statement, an amendment of ARB No.
51, which establishes new standards governing the accounting for
and reporting of noncontrolling interests (NCI) in partially owned consolidated
subsidiaries and the loss of control of subsidiaries. Certain provisions
of this standard indicate, among other things, that NCIs (previously referred
to as minority interests) be treated as a separate component of equity,
not as a liability; that increases and decreases in the parents
ownership interest that leave control intact be treated as equity transactions,
rather than as step acquisitions or dilution gains or losses; and that
losses of a partially owned consolidated subsidiary be allocated to the
NCI even when such allocation might result in a deficit balance. This
standard also requires changes to certain presentation and disclosure
requirements. SFAS No. 160 is effective beginning January 1, 2009. The
provisions of the standard are to be applied to all NCIs prospectively,
except for the presentation and disclosure requirements, which are to
be applied retrospectively to all periods presented.
|
|
|
|
The adoption of these new pronouncements is not expected
to have a material effect on the Companys financial position or
results of operations.
|
|
|
3.
|
PREPAID EXPENSES
|
|
|
|
At February 29, 2008, the Company advanced $275,000
to an investor relations consultant for services to take place in March
and April 2008. The Company subsequently cancelled the contract and received
a refund of $200,488 after deduction of costs incurred and services performed
subsequent to February 29, 2008.
|
|
|
4.
|
EQUIPMENT
|
|
|
|
|
|
|
February 29,
|
|
|
|
|
|
February 28,
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
Net Book
|
|
|
|
|
Cost
|
|
|
Depreciation
|
|
|
Value
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office equipment
|
$
|
3,153
|
|
$
|
379
|
|
$
|
2,774
|
|
$
|
-
|
|
|
Computer equipment
|
|
7,839
|
|
|
1,653
|
|
|
6,186
|
|
|
-
|
|
|
|
$
|
10,992
|
|
$
|
2,032
|
|
$
|
8,960
|
|
$
|
-
|
|
5.
|
MINERAL PROPERTY INTERESTS
|
|
|
|
|
a)
|
On March 23, 2005 the Company acquired a 100% interest
in certain mineral claims in the Nanaimo Mining Division, British Columbia,
Canada, in consideration for $1,750. The claims are registered in the
name of former President of the Company, who executed a trust agreement
whereby the former President agreed to hold the claims in trust on behalf
of the Company. The Company had not determined whether the mineral claim
contains mineralized material and consequently wrote off all mineral right
acquisition costs to operations in 2006 fiscal period.
|
|
|
|
|
b)
|
Effective August 20, 2007, the Company entered into
an option agreement with Strathmore Resources (US) Ltd (Strathmore)
to earn up to a 60% interest in the Pinetree-Reno Creek uranium properties
located in Campbell County, Wyoming. The properties are held by AUC, LLC,
wholly-owned by Strathmore, and the Company will effectively earn an interest
in the properties by earning an interest in the LLC. To earn its interest,
the Company will:
|
|
•
|
Issue 6,000,000 shares of common stock (issued
at a value of $7,860,000);
|
65
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
5.
|
MINERAL PROPERTY INTERESTS
(continued)
|
|
|
|
|
•
|
Reimburse Strathmore 100% of the expenditures incurred
by Strathmore for the property, up to a maximum of $300,000 (paid), plus
any funds spent by Strathmore to acquire additional uranium leases (which
will then form part of the property); and
|
|
|
|
|
•
|
Contribute a total of $33,000,000 in expenditures on
the property over a six year period, of which $1,500,000 must be incurred
in the first year, $1,500,000 in the second year, $2,000,000 in the third
year , and $28,000,000 before the end of the sixth year.
|
|
|
|
|
The Company will have earned a 22.5% interest
once $12,375,000 of the required expenditures has been incurred. The remaining
37.5% interest will be earned upon incurring the balance of $20,625,000
in required expenditures. Strathmore is the operator of the property until
the Company has earned a 60% interest. As at February 29, 2008, the Company
owes Strathmore, as operator, $158,582 towards exploration work on the
property.
|
|
|
|
|
Subsequent to the agreement with Strathmore,
a director of Strathmore became a director of the Company. In January
2008, that director resigned as a director of the Company.
|
|
|
|
|
Mineral property interests are summarized
as follows:
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Pinetree/Reno Creek
|
|
|
|
|
|
|
|
Balance, beginning of year
|
$
|
-
|
|
$
|
-
|
|
|
Issuance of 6,000,000 common shares
|
|
7,860,000
|
|
|
-
|
|
|
Payment to optionor
|
|
300,000
|
|
|
-
|
|
|
Balance, end of year
|
$
|
8,160,000
|
|
$
|
-
|
|
Mineral property expenditures are summarized
as follows:
|
|
|
|
|
|
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
(March 23,
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
2005) to
|
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
February 29,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinetree/Reno Creck
|
|
|
|
|
|
|
|
|
|
|
Claim maintenance
|
$
|
99,407
|
|
$
|
-
|
|
$
|
99,407
|
|
|
Camp and field supplies
|
|
699
|
|
|
-
|
|
|
699
|
|
|
Environmental & permitting
|
|
86,321
|
|
|
|
|
|
86,321
|
|
|
Geological and geophysical (1)
|
|
1,002,161
|
|
|
-
|
|
|
1,002,161
|
|
|
Travel and accommodation
|
|
15,940
|
|
|
-
|
|
|
15,940
|
|
|
|
|
1,204,528
|
|
|
-
|
|
|
1,204,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
-
|
|
|
7,000
|
|
|
8,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,204,528
|
|
$
|
7,000
|
|
$
|
1,213,278
|
|
66
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
5.
|
MINERAL PROPERTY INTERESTS
(continued)
|
|
|
|
|
(1)
|
In October, 2007, the Company purchased certain drill
data for its mineral property interest at Reno Creek. The data for the
property was acquired for $950,000 pursuant to a data purchase agreement
with Power Resources, Inc.
|
|
|
|
6.
|
COMMON STOCK
|
|
|
|
|
On April 10, 2007, the Company effected a
50:1 forward stock split of the authorized, issued and outstanding common
stock. As a result, the authorized share capital increased from 100,000,000
shares of common stock to 5,000,000,000 shares of common stock with no
change in par value. All share and per share amounts have been retroactively
adjusted for all periods presented.
|
|
|
|
|
Share issuances
|
|
|
|
|
On March 23, 2005, the Company issued 250,000,000
founder shares (post split) to the former President of the Company at
a price of $0.0000002 per share for cash proceeds of $50.
|
|
|
|
|
On September 8, 2006, the Company issued 26,487,500
shares of common stock (post split) at a price of $0.0019983 per share
for proceeds of $52,930.
|
|
|
|
|
On June 1, 2007, the current President of
the Company returned, for no consideration, 245,000,000 post-split shares
of common stock to treasury for cancellation.
|
|
|
|
|
On August 24, 2007, the Company issued 6,000,000
shares of common stock with a value of $7,860,000 pursuant to an option
agreement with Strathmore (Note 5).
|
|
|
|
|
In August 2007, the Company completed a private
placement consisting of 8,086,829 units at a price of $0.75 per unit for
aggregate proceeds of $6,065,125. Each unit consisted of one common share
and one-half of one share purchase warrant, One whole warrant is exercisable
into one additional common share at a price of US $1.25 per share until
August 23, 2009. The Company agreed to issue finders fees to various
finders regarding all investors at a rate of 7.5%, up to half to be issued
in stock and the remainder in cash.
|
|
|
|
|
In September 2007, the Company issued 258,296
common shares for finders fees with a value of $348,700 of which
$2 was credited to common stock and $348,698 was credited to additional
paid-in capital. The fair value of $348,700 was also charged to additional
paid-in capital as a cost of share issuance. The cash portion of finders
fees paid amounted to $283,444 and was also charged to additional paid-in
capital as a cost of share issuance.
|
|
|
|
|
In January 2008, the Company completed a private
placement consisting of 375,000 units at a price of $0.75 per unit for
aggregate proceeds of $281,250. Each unit consisted of one common share
and one-half of one share purchase warrant, One whole warrant is exercisable
into one additional common share at a price of $1.25 per share until August
23, 2009. The Company agreed to issue finders fees to various finders
regarding all investors at a rate of 7.5%, up to half to be issued in
stock and the remainder in cash.
|
|
|
|
|
The Company agreed to use its best efforts
to register the August 2007 and January 2008 private placement common
shares for resale by the purchasers within 180 days of issue. The Company
also agreed, if the shares had not been registered by that date, to pay
as a penalty to each purchaser an amount equal to 2% of the amount invested
for each month that the shares remained unregistered, to a maximum of
6 months. At February 29, 2008, the shares had not been registered for
resale and, as a consequence, the Company has accrued in accounts payable
the full penalty as a financing cost in the amount of $761,565.
|
67
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
6.
|
COMMON STOCK
(continued)
Share purchase warrants
|
|
|
|
Share purchase warrant transactions are summarized as
follows:
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
|
|
Warrants
|
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
Balance at February 28, 2007
|
|
-
|
|
$
|
-
|
|
|
Issued
|
|
4,230,915
|
|
|
1.25
|
|
|
Balance at February 29, 2008
|
|
4,230,915
|
|
$
|
1.25
|
|
At February 29, 2008, the following share
purchase warrants were outstanding:
|
Exercise
|
|
Number of Warrants
|
Price
|
Expiry Date
|
|
|
|
4,230,915
|
$
1.25
|
August
23, 2009
|
Stock options
The Company adopted a Stock Option Plan
dated September 15, 2007 under which the Company is authorized to grant stock
options to acquire up to a total of 5,000,000 shares of common stock. At February
29, 2008, the Company had 3,525,000 shares of common stock available to be issued
under the Plan.
As disclosed in the Summary of Significant
Accounting Policies, the Company adopted SFAS No.123R commencing on August 1,
2006. Effective with the adoption SFAS No.123R, the Company has elected to use
the Black-Scholes option pricing model to determine the fair value of stock
options granted. In accordance with SFAS No. 123R for employees, the compensation
expense is amortized on a straight-line basis over the requisite service period
which approximates the vesting period. Compensation expense for stock options
granted to non-employees is amortized over the contract services period or,
if none exists, from the date of grant until the options vest. Compensation
associated with unvested options granted to non-employees is re-measured on
each balance sheet date using the Black-Scholes option pricing model.
The Company uses historical data to estimate
option exercise, forfeiture and employee termination within the valuation model.
For non-employees, the expected term of the options approximates the full term
of the options. The risk-free interest rate is based on a treasury instrument
whose term is consistent with the expected term of the stock options. The Company
has not paid and does not anticipate paying dividends on its common stock; therefore,
the expected dividend yield is assumed to be zero. In addition, SFAS No. 123R
requires companies to utilize an estimated forfeiture rate when calculating
the expense for the reporting period. Based on the best estimate, management
applied the estimated forfeiture rate of Nil in determining the expense recorded
in the accompanying Statements of Operations.
68
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
6.
|
COMMON STOCK
(continued)
|
|
|
|
Stock option transactions are summarized as follows:
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
Number of
|
|
|
|
|
|
Average
|
|
|
|
|
Options
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at February 28, 2007
|
|
-
|
|
|
|
|
$
|
-
|
|
|
Granted
|
|
1,475,000
|
|
|
|
|
$
|
1.10
|
|
|
Cancelled
|
|
(75,000
|
)
|
|
|
|
$
|
1.50
|
|
|
Balance at February
29, 2008
|
|
1,400,000
|
|
|
|
|
$
|
1.08
|
|
The weighted average fair value per stock
option granted during the year ended February 29, 2008 was $0.92 ( 2007 - $Nil).
At February 29, 2008, the following stock
options were outstanding and exercisable:
|
|
Exerciseable at
|
|
|
Exercise
|
|
|
|
|
|
|
|
Number of Options
|
|
February 29, 2008
|
|
|
Price
|
|
|
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
125,000
|
|
$
|
1.20
|
|
|
|
|
|
September 15, 2012
|
|
300,000
|
|
75,000
|
|
|
1.20
|
|
|
|
|
|
September 20, 2012
|
|
300,000
|
|
75,000
|
|
|
1.00
|
|
|
|
|
|
January 15, 2013
|
|
300,000
|
|
75,000
|
|
|
0.85
|
|
|
|
|
|
February 14, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,400,000
|
|
350,000
|
|
|
|
|
|
|
|
|
|
|
As at February 29, 2008, the total number
of in-the-money options was Nil and the aggregate intrinsic value was $Nil.
Stock-based compensation
The fair value of stock options granted
during the year ended February 29, 2008 was $1,351,409 (2007 - $Nil). The fair
value of stock options granted is being recognized over the options vesting
periods as stock-based compensation which has been recorded in the statements
of operations as follows with a corresponding credit to additional paid-in capital:
|
|
|
|
|
|
|
|
|
Inception
|
|
|
|
|
|
|
|
|
|
|
(March 23,
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
2005) to
|
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
February 29,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
$
|
36,814
|
|
$
|
-
|
|
$
|
36,814
|
|
|
Management
fees
|
|
414,184
|
|
|
-
|
|
|
414,184
|
|
|
|
$
|
450,998
|
|
$
|
-
|
|
$
|
450,998
|
|
69
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
6.
|
COMMON STOCK
(continued)
|
|
|
|
The following weighted-average assumptions were used
for the Black-Scholes valuation of stock options granted:
|
|
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate
|
|
3.29%
|
|
|
-
|
|
|
Expected life of options (years)
|
|
5.0
|
|
|
-
|
|
|
Annualized volatility
|
|
118%
|
|
|
-
|
|
|
Dividend rate
|
|
0%
|
|
|
-
|
|
|
|
|
|
|
|
|
|
7.
|
RELATED PARTY TRANSACTIONS
|
|
|
|
The Company entered into the following transactions
with related parties during the year ended February 29, 2008:
|
|
|
|
Paid or accrued management fees of $159,425 (2007 -
$Nil) to directors and officers of the Company.
|
|
|
|
Recognized a total of $3,000 (2007 - $6,000) for donated
services and $1,500 (2007 - $3,000) for donated rent provided by the former
President and Director of the Company.
|
|
|
|
As at February 28, 2007, the Company owed the former
President and Director of the Company $15,183 for expenses paid on behalf
of the Company.
|
|
|
|
These transactions were in the normal course of operations
and were measured at the exchange amount which represented the amount
of consideration established and agreed to by the related parties.
|
|
|
8.
|
INCOME TAXES
|
|
|
|
The significant components of the Company's future income
tax assets are as follows:
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Future income tax assets:
|
|
|
|
|
|
|
|
Operating loss carry forwards
|
$
|
421,820
|
|
$
|
10,018
|
|
|
Resource expenditures
|
|
410,230
|
|
|
-
|
|
|
Valuation allowance
|
|
(832,050
|
)
|
|
(10,018
|
)
|
|
Net future income tax assets
|
$
|
-
|
|
|
-
|
|
70
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
8.
|
INCOME TAXES
(continued)
|
|
|
|
A reconciliation of income taxes at statutory rates
with the reported taxes is as follows:
|
|
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
$
|
(2,896,173
|
)
|
$
|
(36,464
|
)
|
|
Statutory rate
|
|
34%
|
|
|
34%
|
|
|
Expected income tax recovery
|
|
984,699
|
|
|
12,398
|
|
|
Items not deductible for tax purposes
|
|
(154,030
|
)
|
|
0
|
|
|
Unrecognized benefits of operating losses
|
|
(830,669
|
)
|
|
(12,398
|
)
|
|
Total income taxes
|
$
|
-
|
|
|
-
|
|
|
The Company has available for deduction against future
taxable income non-capital losses of approximately $1,200,000 in the United
States of America. These losses, if not utilized, will expire through
2028. Future tax benefits which may arise as a result of these tax assets
have been offset in these financial statements by a valuation allowance.
|
|
|
|
The Company adopted the provisions of FIN 48 on March
1, 2007. No cumulative effect adjustment to the March 1, 2007 balance
of the Companys deficit was required upon the implementation of
FIN 48. The Company recognizes interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses.
As of February 29, 2008, there was no accrued interest or accrued penalties.
The Company files income tax returns in the United States of America.
The Companys United States income tax returns are open from 2006
through 2008.
|
|
|
9
.
|
SEGMENT INFORMATION
|
|
|
|
The Company operates in one business segment being the
exploration of mineral property interests.
|
|
|
|
Geographic information is as follows:
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
|
|
|
|
|
|
Canada
|
$
|
4,104,596
|
|
$
|
-
|
|
|
United States
|
|
8,443,960
|
|
|
27,128
|
|
|
|
$
|
12,548,556
|
|
$
|
27,128
|
|
71
AMERICAN URANIUM CORPORATION
(Formerly Alpine Resources Corporation)
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 29, 2008
(Expressed in United States Dollars)
9
.
|
SEGMENT INFORMATION
(continued)
|
|
|
|
Year
Ended
|
|
|
Year
Ended
|
|
|
|
|
February 29,
|
|
|
February 28,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
|
|
|
|
|
Canada
|
$
|
1,316,976
|
|
$
|
-
|
|
|
United States
|
|
1,579,197
|
|
|
36,464
|
|
|
|
$
|
2,896,173
|
|
$
|
36,464
|
|
10.
|
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO
CASH FLOWS
|
|
|
|
|
The significant non-cash transaction for the
year ended February 29, 2008 consisted of:
|
|
|
|
|
a)
|
the issuance of 6,000,000 common shares in payment of
mineral property interests with an estimated fair value of $7,860,000
(Note 5) and
|
|
|
|
|
b)
|
the issuance of 258,296 common shares for finders
fees with an estimated fair value of $193,722 (Note 6)
|
|
|
|
|
Cash and cash equivalents consist entirely
of cash on deposit.
|
|
|
|
11.
|
COMMITMENTS
|
|
|
|
|
In August 2007, the Company entered into a
contract with an investor relations consultant. The fees for services
were $7,000 per month and the issuance of 800,000 stock options exercisable
at $1.25 per share for a five year term. In the event of termination,
there is a ninety day period to exercise the options. At February 29,
2008, the stock options had not been granted. In May 2008, the Company
gave the consultant notice of termination of the contract. To date, the
Company has not issued the options to the consultant.
|
|
|
|
12.
|
SUBSEQUENT EVENTS
|
|
|
|
|
On March 14, 2008, the Company granted to
a consultant 250,000 stock options at an exercise price of $0.80 per share,
exercisable until March 14, 2012.
|
72
CONSOLIDATED FINANCIAL STATEMENTS
Our financial statements are stated in United States Dollars (US$) and are
prepared in conformity with generally accepted accounting principles of the
United States of America.
The following
73
AMERICAN URANIUM CORPORATION
|
|
|
|
|
|
|
(An Exploration Stage Company)
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
(Expressed in United States Dollars)
|
|
|
|
|
|
|
(Unaudited - Prepared
by Management)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31
|
|
|
February 29
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
3,399,593
|
|
$
|
4,104,596
|
|
Prepaid expenses
|
|
-
|
|
|
275,000
|
|
Exploration advances
to Strathmore Resources (US) Ltd. (Note 4)
|
|
180,898
|
|
|
-
|
|
Total current assets
|
|
3,580,491
|
|
|
4,379,596
|
|
|
|
|
|
|
|
|
Equipment (Note 3)
|
|
8,443
|
|
|
8,960
|
|
|
|
|
|
|
|
|
Mineral property interests
(Note 4)
|
|
8,160,000
|
|
|
8,160,000
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
11,748,934
|
|
$
|
12,548,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
$
|
872,196
|
|
$
|
897,278
|
|
Due to related party (Note 6)
|
|
13,889
|
|
|
-
|
|
Due to Strathmore
Resources (US) Ltd. (Note 4)
|
|
-
|
|
|
158,582
|
|
|
|
886,085
|
|
|
1,055,860
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, 5,000,000,000 shares
authorized with a par value
|
|
462
|
|
|
462
|
|
of
$0.00001 (issued: May 31, 2008 - 46,207,625;
|
|
|
|
|
|
|
February
29, 2008 - 46,207,625)
|
|
|
|
|
|
|
Additional paid-in
capital
|
|
14,550,772
|
|
|
14,426,442
|
|
Donated capital
|
|
21,750
|
|
|
21,750
|
|
Deficit accumulated
during exploration stage
|
|
(3,710,135
|
)
|
|
(2,955,958
|
)
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
10,862,849
|
|
|
11,492,696
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity
|
$
|
11,748,934
|
|
$
|
12,548,556
|
|
|
|
|
|
|
|
|
Nature and continuance of operations (Note
1)
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
74
AMERICAN URANIUM CORPORATION
|
|
|
|
|
|
|
|
|
|
(An Exploration Stage Company)
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
(Expressed in United
States Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
Inception
|
|
|
|
May 31
|
|
|
March 23, 2005 to
|
|
|
|
2008
|
|
|
2007
|
|
|
May 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
$
|
43,628
|
|
$
|
-
|
|
$
|
116,477
|
|
Depreciation
|
|
517
|
|
|
270
|
|
|
2,549
|
|
Financing costs
|
|
-
|
|
|
-
|
|
|
761,565
|
|
General and administrative (Note
6)
|
|
45,902
|
|
|
2,357
|
|
|
96,785
|
|
Investor relations
|
|
109,945
|
|
|
-
|
|
|
257,314
|
|
Legal and audit
|
|
100,141
|
|
|
32,925
|
|
|
329,541
|
|
Management fees
(Note 6)
|
|
161,238
|
|
|
1,500
|
|
|
746,347
|
|
Mineral property expenditures (Note
4)
|
|
311,773
|
|
|
-
|
|
|
1,525,051
|
|
|
|
|
|
|
|
|
|
|
|
Loss before other item
|
|
(773,144
|
)
|
|
(37,052
|
)
|
|
(3,835,629
|
)
|
Interest income
|
|
18,967
|
|
|
-
|
|
|
125,494
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
$
|
(754,177
|
)
|
$
|
(37,052
|
)
|
$
|
(3,710,135
|
)
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share
|
$
|
(0.02
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number
|
|
|
|
|
|
|
|
|
|
of shares outstanding
|
|
46,207,625
|
|
|
276,487,500
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
75
AMERICAN URANIUM CORPORATION
|
|
|
|
|
|
|
|
|
|
(An Exploration Stage Company)
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inception
|
|
|
|
Three months ended
|
|
|
March 23, 2005
|
|
|
|
May 31
|
|
|
to
|
|
|
|
2008
|
|
|
2007
|
|
|
May 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(754,177
|
)
|
$
|
(37,052
|
)
|
$
|
(3,676,385
|
)
|
Items not affecting cash:
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
517
|
|
|
270
|
|
|
2,549
|
|
Donated rent and services
|
|
-
|
|
|
2,250
|
|
|
21,750
|
|
Stock-based compensation
|
|
124,330
|
|
|
-
|
|
|
575,328
|
|
Changes in assets and liabilities:
|
|
|
|
|
-
|
|
|
-
|
|
Prepaid expenses
|
|
275,000
|
|
|
-
|
|
|
-
|
|
Exploration advances to Strathmore
Resources (US) Ltd.
|
|
(339,480
|
)
|
|
-
|
|
|
(180,898
|
)
|
Due to related party
|
|
13,889
|
|
|
(14,191
|
)
|
|
13,889
|
|
Accounts payable and accrued liabilities
|
|
(25,082
|
)
|
|
33,746
|
|
|
776,571
|
|
Net cash used in operating activities
|
|
(705,003
|
)
|
|
(14,977
|
)
|
|
(2,467,196
|
)
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of capital stock
|
|
-
|
|
|
150,000
|
|
|
6,399,355
|
|
Cost of share issuance
|
|
-
|
|
|
-
|
|
|
(221,574
|
)
|
Net cash provided by financing activities
|
|
-
|
|
|
150,000
|
|
|
6,177,781
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Acquisition of mineral rights
|
|
-
|
|
|
-
|
|
|
(300,000
|
)
|
Purchase of equipment
|
|
-
|
|
|
(10,992
|
)
|
|
(10,992
|
)
|
Net cash used in investing activities
|
|
-
|
|
|
(10,992
|
)
|
|
(310,992
|
)
|
|
|
|
|
|
|
|
|
|
|
Change in cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
during the period
|
|
(705,003
|
)
|
|
124,031
|
|
|
3,399,593
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents,
beginning of period
|
|
4,104,596
|
|
|
27,128
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents,
end of period
|
$
|
3,399,593
|
|
$
|
151,159
|
|
$
|
3,399,593
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
during the period
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income
taxes during the period
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
Interests paid
|
|
-
|
|
|
-
|
|
|
|
|
Income taxes paid .
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
Cash on deposit
|
$
|
3,399,593
|
|
|
151,159
|
|
|
|
|
The accompanying notes are an integral part of these financial
statements.
76
AMERICAN URANIUM CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Formerly Alpine Resources Corporation)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(An Exploration Stage Company)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Additional
|
|
|
|
|
|
During the
|
|
|
Total
|
|
|
common
|
|
|
|
|
|
Paid-in
|
|
|
Donated
|
|
|
Exploration
|
|
|
Stockholders'
|
|
|
shares
|
|
|
Par Value
|
|
|
Capital
|
|
|
Capital
|
|
|
Stage
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 23, 2005
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
(date of inception)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial capitalization
|
250,000,000
|
|
|
2,500
|
|
|
(2,450
|
)
|
|
-
|
|
|
-
|
|
|
50
|
|
Donated services
|
-
|
|
|
-
|
|
|
-
|
|
|
8,250
|
|
|
-
|
|
|
8,250
|
|
Net loss
for the period
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(23,321
|
)
|
|
(23,321
|
)
|
Balance, February 28, 2006
|
250,000,000
|
|
|
2,500
|
|
|
(2,450
|
)
|
|
8,250
|
|
|
(23,321
|
)
|
|
(15,021
|
)
|
Shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placement
|
26,487,500
|
|
|
265
|
|
|
52,665
|
|
|
-
|
|
|
-
|
|
|
52,930
|
|
Donated services
|
-
|
|
|
-
|
|
|
-
|
|
|
9,000
|
|
|
-
|
|
|
9,000
|
|
Net loss for the year
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
(36,464
|
)
|
|
(36,464
|
)
|
Balance, February
28, 2007
|
276,487,500
|
|
|
2,765
|
|
|
50,215
|
|
|
17,250
|
|
|
(59,785
|
)
|
|
10,445
|
|
Shares issued:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private placements
|
8,461,829
|
|
|
85
|
|
|
6,346,285
|
|
|
-
|
|
|
-
|
|
|
6,346,370
|
|
For purchase of
mineral rights
|
6,000,000
|
|
|
60
|
|
|
7,859,940
|
|
|
-
|
|
|
-
|
|
|
7,860,000
|
|
Common stock subscribed
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Shares returned to treasury
|
(245,000,000
|
)
|
|
(2,450
|
)
|
|
2,450
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Share issue costs
|
-
|
|
|
-
|
|
|
(283,444
|
)
|
|
-
|
|
|
-
|
|
|
(283,444
|
)
|
Finders' fee
|
258,296
|
|
|
2
|
|
|
(2
|
)
|
|
-
|
|
|
-
|
|
|
-
|
|
Donated services
|
-
|
|
|
-
|
|
|
-
|
|
|
4,500
|
|
|
-
|
|
|
4,500
|
|
Stock-based compensation
|
-
|
|
|
-
|
|
|
450,998
|
|
|
-
|
|
|
-
|
|
|
450,998
|
|
Net loss
for the year
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(2,896,173
|
)
|
|
(2,896,173
|
)
|
Balance, February 29, 2008
|
46,207,625
|
|
|
462
|
|
|
14,426,442
|
|
|
21,750
|
|
|
(2,955,958
|
)
|
|
11,492,696
|
|
Stock-based compensation
|
-
|
|
|
-
|
|
|
124,330
|
|
|
-
|
|
|
-
|
|
|
124,330
|
|
Net loss for the period
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(754,177
|
)
|
|
(754,177
|
)
|
Balance, May 31,
2008
|
46,207,625
|
|
$
|
462
|
|
$
|
14,550,772
|
|
$
|
21,750
|
|
$
|
(3,710,135
|
)
|
$
|
10,862,849
|
|
77
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
1.
|
NATURE AND CONTINUANCE OF OPERATIONS
|
|
|
|
American Uranium Corporation (the Company)
was incorporated in the State of Nevada on March 23, 2005 under the name
Alpine Resources Corporation. On April 10, 2007, the Company changed its
name to American Uranium Corporation by merging with its wholly
owned subsidiary named American Uranium Corporation, a Nevada
Corporation formed specifically for that purpose. On April 10, 2007, the
Company effected a 50:1 forward stock split of the authorized, issued
and outstanding common stock. As a result, the authorized share capital
increased from 100,000,000 shares of common stock to 5,000,000,000 shares
of common stock with no change in par value. The issued and outstanding
share capital increased from 5,529,750 shares of common stock to 276,487,500
shares of common stock. All share and per share amounts have been retroactively
adjusted for all periods presented.
|
|
|
|
The Company is an Exploration Stage Company, as defined
by Financial Accounting Standards Board (FASB) Statement No.7
and Securities and Exchange Commission (SEC) Industry Guide
7. The Companys principal business is the acquisition and exploration
of mineral property interests in the United States. The Company has not
presently determined whether its properties contain mineral resources
that are economically recoverable.
|
|
|
|
These financial statements have been prepared on a going
concern basis, which implies the Company will continue to meet its obligations
and continue its operations for the next fiscal year. Realization values
may be substantially different from carrying values as shown and these
financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a
going concern. As at May 31, 2008, the Company has not generated revenues
and has accumulated losses of $3,710,135 since inception. The continuation
of the Company as a going concern is dependent upon the continued financial
support from its shareholders, the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of profitable
operations. These factors raise substantial doubt regarding the Companys
ability to continue as a going concern. To mitigate this risk, management
plans to obtain additional equity financing if possible, or to curtail
operations, thereby conserving cash resources.
|
|
|
|
The interim period financial statements have been prepared
by the Company in conformity with generally accepted accounting principles
in the United States of America . The preparation of financial data is
based on accounting principles and practices consistent with those used
in the preparation of annual financial statements, and in the opinion
of management these financial statements contain all adjustments necessary
(consisting of normally recurring adjustments) to present fairly the financial
information contained therein. Certain information and footnote disclosure
normally included in the financial statements prepared in conformity with
generally accepted accounting principles in the United States of America
have been condensed or omitted. These interim period statements should
be read together with the most recent audited financial statements and
the accompanying notes for the year ended February 29, 2008. The results
of operations for the three month period ended May 31, 2008 are not necessarily
indicative of the results to be expected for the year ending February
28, 2009.
|
|
|
|
During the current period, the Company incorporated
in Delaware, a wholly owned inactive subsidiary, American Uranium Corporation.
|
78
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
|
|
|
These consolidated financial statements follow the same
significant accounting principles as those outlined in the notes to the
audited consolidated financial statements for the year ended February
29, 2008.
|
|
|
|
New accounting pronouncements
|
|
|
|
In September 2006, FASB issued SFAS No. 157, Fair
Value Measurements. Among other requirements, SFAS 157 defines fair
value and establishes a framework for measuring fair value and also expands
disclosure about the use of fair value to measure assets and liabilities.
SFAS 157 is effective for fiscal years beginning after November 15, 2007.
We adopted the guidance effective March 1, 2008, without any material
impact on our consolidated financial statements.
|
|
|
|
In February 2007, the FASB issued SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities,
including an amendment of FASB Statement No. 115. This pronouncement permits
entities to choose to measure eligible financial instruments at fair value
as of specified dates. Such election, which may be applied on an instrument
by instrument basis, is typically irrevocable once elected. SFAS 159 is
effective for fiscal years beginning November 15, 2007, and early application
is allowed under certain circumstances. We adopted the guidance effective
March 1, 2008, without any material impact on our consolidated financial
statements.
|
|
|
|
In December 2007, the FASB issued SFAS No. 141R, “Business
Combinations” which changes how business acquisitions are accounted.
SFAS 141R requires the acquiring entity in a business combination to recognize
all (and only) the assets acquired and liabilities assumed in the transaction
and establishes the acquisition-date fair value as the measurement objective
for all assets acquired and liabilities assumed in a business combination.
Certain provisions of this standard will, among other things, impact the
determination of acquisition-date fair value of consideration paid in
a business combination (including contingent considerations); exclude
transaction costs from acquisition accounting; and change accounting practices
for acquired contingencies, acquisition- related restructuring costs,
in-process research and development, indemnification assets and tax benefits.
SFAS No. 141R is effective for business combinations and adjustments to
an acquired entity’s deferred tax asset and liability balances occurring
after December 31, 2008, without any material impact expected on our consolidated
financial statements.
|
|
|
|
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statement, an amendment of ARB No.
51,” which establishes new standards governing the accounting for
and reporting of noncontrolling interests (NCI) in partially owned consolidated
subsidiaries and the loss of control of subsidiaries. Certain provisions
of this standard indicate, among other things, that NCIs (previously referred
to as minority interests) be treated as a separate component of equity,
not as a liability; that increases and decreases in the parent’s
ownership interest that leave control intact be treated as equity transactions,
rather than as step acquisitions or dilution gains or losses; and that
losses of a partially owned consolidated subsidiary be allocated to the
NCI even when such allocation might result in a deficit balance. This
standard also requires changes to certain presentation and disclosure
requirements. SFAS No. 160 is effective beginning January 1, 2009. The
provisions of the standard are to be applied to all NCI’s prospectively,
except for the presentation and disclosure requirements, which are to
be applied retrospectively to all periods presented, without any material
impact expected on our consolidated financial statements.
|
79
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
(continued)
|
|
|
|
In March 2008, the FASB issued SFAS No. 161, "Disclosures
about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133." Constituents have expressed concerns that the existing
disclosure requirements in FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities, do not provide adequate information
about how derivative and hedging activities affect an entity's financial
position, financial performance, and cash flows. SFAS No. 161 requires
enhanced disclosures about an entity's derivative and hedging activities
and thereby improves the transparency of financial reporting. This Statement
is effective for financial statements issued for fiscal years and interim
periods beginning after November 15, 2008, with early application encouraged.
This Statement encourages, but does not require, comparative disclosures
for earlier periods at initial adoption. The adoption of FASB 161 is not
expected to have a material impact on the Company's financial position.
|
|
|
|
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy
of Generally Accepted Accounting Principles." The current GAAP hierarchy,
as set forth in the American Institute of Certified Public Accountants
(AICPA) Statement on Auditing Standards No. 69, The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles, has
been criticized because (1) it is directed to the auditor rather than
the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial
Accounting Concepts. The FASB believes that the GAAP hierarchy should
be directed to entities because it is the entity (not its auditor) that
is responsible for selecting accounting principles for financial statements
that are presented in conformity with GAAP. Accordingly, the FASB concluded
that the GAAP hierarchy should reside in the accounting literature established
by the FASB and is issuing this Statement to achieve that result. This
Statement is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning
of Present Fairly in Conformity With Generally Accepted Accounting Principles.
The adoption of FASB 162 is not expected to have a material impact on
the Company's financial position.
|
|
|
3.
|
EQUIPMENT
|
|
|
|
May 31, 2008
|
|
|
February 29, 2008
|
|
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
|
|
Accumulated
|
|
|
Net Book
|
|
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
|
Cost
|
|
|
Amortization
|
|
|
Value
|
|
|
Office equipment
|
$
|
3,153
|
|
$
|
587
|
|
|
2,567
|
|
$
|
3,153
|
|
$
|
379
|
|
$
|
2,774
|
|
|
Computer equipment
|
|
7,839
|
|
|
1,963
|
|
|
5,876
|
|
|
7,839
|
|
|
1,653
|
|
|
6,186
|
|
|
|
$
|
10,992
|
|
$
|
2,550
|
|
$
|
8,443
|
|
$
|
10,992
|
|
$
|
2,032
|
|
$
|
8,960
|
|
4.
|
MINERAL PROPERTY INTERESTS
|
|
|
|
|
a)
|
On March 23, 2005 the Company acquired a 100% interest
in certain mineral claims in the Nanaimo Mining Division, British Columbia,
Canada, in consideration for $1,750. The claims are registered in the
name of former President of the Company, who executed a trust agreement
whereby the former President agreed to hold the claims in trust on behalf
of the Company. The Company had not determined whether the mineral claim
contains mineralized material and consequently wrote off all mineral right
acquisition costs to operations in 2006 fiscal period.
|
|
|
|
|
b)
|
Effective August 20, 2007, the Company entered into
an option agreement with Strathmore Resources (US) Ltd (Strathmore)
to earn up to a 60% interest in the Pinetree-Reno Creek uranium properties
located in Campbell County, Wyoming. The properties are held by AUC, LLC,
|
80
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
4.
|
MINERAL PROPERTY INTERESTS
(continued)
|
|
|
|
wholly-owned by Strathmore, and the Company will effectively
earn an interest in the properties by earning an interest in the LLC.
To earn its interest, the Company will:
|
-
Issue 6,000,000 shares of common stock (issued
at a value of $7,860,000);
-
Reimburse Strathmore 100% of the expenditures incurred
by Strathmore for the property, up to a maximum of $300,000 (paid), plus
any funds spent by Strathmore to acquire additional uranium leases (which
will then form part of the property); none were acquired, so total payment
due was $300,000; and
-
Contribute a total of $33,000,000 in expenditures
on the property over a six year period, of which $1,500,000 must be incurred
in the first year, $1,500,000 in the second year, $2,000,000 in the third
year, and $28,000,000 before the end of the sixth year.
The Company will have earned a 22.5%
interest once $12,375,000 of the required expenditures has been incurred. The
remaining 37.5% interest will be earned upon incurring the balance of $20,625,000
in required expenditures. Strathmore is the operator of the property until the
Company has earned a 60% interest. As at May 31, 2008, the Company has paid
Strathmore, as operator, all funds required through June 30, 2008 towards exploration
work on the property resulting in $180,898 of exploration advances to Strathmore.
As at February 29, 2008, the Company owes Strathmore, as an operator, $158,582
towards exploration work on the property. Subsequent to the agreement with Strathmore,
a director of Strathmore became a director of the Company. In January 2008,
that director resigned as a director of the Company.
Mineral property interests are summarized
as follows:
|
|
May
31,
|
|
|
February 29,
|
|
|
|
2008
|
|
|
2008
|
|
Pinetree/Reno Creek
|
|
|
|
|
|
|
Balance, beginning of period
|
$
|
-
|
|
$
|
-
|
|
Issuance of 6,000,000 common shares
|
|
7,860,000
|
|
|
7,860,000
|
|
Payment to optionor
|
|
300,000
|
|
|
300,000
|
|
Balance, end of
period
|
$
|
8,160,000
|
|
$
|
8,160,000
|
|
81
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
4.
|
MINERAL PROPERTY INTERESTS
(continued)
|
|
|
|
Mineral property expenditures are summarized as follows:
|
|
|
|
|
|
|
Inception
|
|
|
|
|
Three months ended
|
|
|
March 23, 2005
|
|
|
|
|
May 31
|
|
|
to
|
|
|
|
|
2008
|
|
|
2007
|
|
|
May 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pinetree/Reno Creck
|
|
|
|
|
|
|
|
|
|
|
Claim maintenance
|
$
|
36,013
|
|
$
|
-
|
|
$
|
135,420
|
|
|
Camp and field supplies
|
|
6,835
|
|
|
-
|
|
|
7,534
|
|
|
Drilling
|
|
226
|
|
|
-
|
|
|
226
|
|
|
Environmental & permitting
|
|
154,165
|
|
|
-
|
|
|
240,486
|
|
|
Geological and geophysical
|
|
108,790
|
|
|
-
|
|
|
1,110,951
|
|
|
Travel and accommodation
|
|
5,744
|
|
|
-
|
|
|
21,684
|
|
|
|
|
311,773
|
|
|
-
|
|
|
1,516,301
|
|
|
Other
|
|
-
|
|
|
-
|
|
|
8,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
311,773
|
|
$
|
-
|
|
$
|
1,525,051
|
|
|
c)
|
In October 2007, the Company purchased certain drill
data for its mineral property interest at Reno Creek. The data for the
property was acquired for $950,000 pursuant to a data purchase agreement
with Power Resources, Inc.
|
5.
|
COMMON STOCK
|
|
|
|
On April 10, 2007, the Company effected a 50:1 forward
stock split of the authorized, issued and outstanding common stock. As
a result, the authorized share capital increased from 100,000,000 shares
of common stock to 5,000,000,000 shares of common stock with no change
in par value. All share and per share amounts have been retroactively
adjusted for all periods presented.
|
|
|
|
Share issuances
|
|
|
|
On March 23, 2005, the Company issued 250,000,000 founder
shares (post split) to the former President of the Company at a price
of $0.0000002 per share for cash proceeds of $50.
|
|
|
|
On September 8, 2006, the Company issued 26,487,500
shares of common stock (post split) at a price of $0.0019983 per share
for proceeds of $52,930.
|
|
|
|
On June 1, 2007, the current President of the Company
returned, for no consideration, 245,000,000 post-split shares of common
stock to treasury for cancellation.
|
82
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
5.
|
COMMON STOCK
(continued)
|
|
|
|
On August 24, 2007, the Company issued 6,000,000 shares
of common stock with a value of $7,860,000 pursuant to an option agreement
with Strathmore (Note 4).
|
|
|
|
In August 2007, the Company completed a private placement
consisting of 8,086,829 units at a price of $0.75 per unit for aggregate
proceeds of $6,065,125. Each unit consisted of one common share and one-half
of one share purchase warrant, One whole warrant is exercisable into one
additional common share at a price of US $1.25 per share until August
23, 2009. The Company agreed to issue finders fees to various finders
regarding all investors at a rate of 7.5%, up to half to be issued in
stock and the remainder in cash.
|
|
|
|
In September 2007, the Company issued 258,296 common
shares for finders fees with a value of $348,700 of which $2 was
credited to common stock and $348,698 was credited to additional paid-in
capital. The fair value of $348,700 was also charged to additional paid-in
capital as a cost of share issuance. The cash portion of finders
fees paid amounted to $283,444 and was also charged to additional paid-in
capital as a cost of share issuance.
|
|
|
|
In January 2008, the Company completed a private placement
consisting of 375,000 units at a price of $0.75 per unit for aggregate
proceeds of $281,250. Each unit consisted of one common share and one-half
of one share purchase warrant, One whole warrant is exercisable into one
additional common share at a price of $1.25 per share until August 23,
2009. The Company agreed to issue finders fees to various finders
regarding all investors at a rate of 7.5%, up to half to be issued in
stock and the remainder in cash.
|
|
|
|
The Company agreed to use its best efforts to register
the August 2007 and January 2008 private placement common shares for resale
by the purchasers within 180 days of issue. The Company also agreed, if
the shares had not been registered by that date, to pay as a penalty to
each purchaser an amount equal to 2% of the amount invested for each month
that the shares remained unregistered, to a maximum of 6 months. At May
31, 2008, the shares had not been registered for resale and, as a consequence,
the Company has accrued in accounts payable the full penalty as a financing
cost in the amount of $761,565.
|
|
|
|
Share purchase warrants
|
|
|
|
Share purchase warrant transactions are summarized as
follows:
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
|
|
|
Warrants
|
|
|
Exercise Price
|
|
|
Balance at February 29, 2008
|
|
4,230,915
|
|
$
|
1.25
|
|
|
Issued
|
|
-
|
|
|
-
|
|
|
Balance at May 31, 2008
|
|
4,230,915
|
|
$
|
1.25
|
|
83
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
5.
|
COMMON STOCK
(continued)
|
|
|
|
At May 31, 2008, the following share purchase warrants
were outstanding:
|
|
|
|
Exercise
|
|
|
|
|
|
Number of Warrants
|
|
Price
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
|
4,230,915
|
$
|
1.25
|
|
|
August 23, 2009
|
|
Stock options
The Company adopted a Stock Option Plan
dated September 15, 2007 under which the Company is authorized to grant stock
options to acquire up to a total of 5,000,000 shares of common stock. At May
31, 2008, the Company had 3,350,000 shares of common stock available to be issued
under the Plan.
The Company adopted SFAS No.123R commencing
on August 1, 2006. Effective with the adoption SFAS No.123R, the Company has
elected to use the Black-Scholes option pricing model to determine the fair
value of stock options granted. In accordance with SFAS No. 123R for employees,
the compensation expense is amortized on a straight-line basis over the requisite
service period which approximates the vesting period. Compensation expense for
stock options granted to non-employees is amortized over the contract services
period or, if none exists, from the date of grant until the options vest. Compensation
associated with unvested options granted to non-employees is re-measured on
each balance sheet date using the Black-Scholes option pricing model.
The Company uses historical data to estimate
option exercise, forfeiture and employee termination within the valuation model.
For non-employees, the expected term of the options approximates the full term
of the options. The risk-free interest rate is based on a treasury instrument
whose term is consistent with the expected term of the stock options. The Company
has not paid and does not anticipate paying dividends on its common stock; therefore,
the expected dividend yield is assumed to be zero. In addition, SFAS No. 123R
requires companies to utilize an estimated forfeiture rate when calculating
the expense for the reporting period. Based on the best estimate, management
applied the estimated forfeiture rate of Nil in determining the expense recorded
in the accompanying Statements of Operations.
Stock option transactions are summarized
as follows:
|
|
Number of
|
|
|
|
Weighted Average
|
|
|
|
Options
|
|
|
|
Exercise Price
|
|
|
Balance at February 29, 2008
|
1,400,000
|
|
|
$
|
1.08
|
|
|
Granted
|
250,000
|
|
|
$
|
0.85
|
|
|
Cancelled
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Balance at May 31, 2008
|
1,650,000
|
|
|
$
|
1.05
|
|
The weighted average fair value per stock
option granted during the period ended May 31, 2008 was $0.53 (May 31, 2007
- $Nil).
84
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
5.
|
COMMON STOCK
(continued)
|
|
|
|
At May 31, 2008, the following stock options were outstanding
and exercisable:
|
|
|
|
Exercisable
|
|
|
Exercise
|
|
|
|
|
|
Number of Options
|
|
May 31, 2008
|
|
|
Price
|
|
|
Expiry Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
125,000
|
|
$
|
1.20
|
|
|
September 15, 2012
|
|
|
300,000
|
|
75,000
|
|
$
|
1.20
|
|
|
September 20, 2012
|
|
|
300,000
|
|
75,000
|
|
$
|
1.00
|
|
|
January 15, 2013
|
|
|
300,000
|
|
75,000
|
|
$
|
0.85
|
|
|
February 14, 2013
|
|
|
250,000
|
|
62,500
|
|
$
|
0.85
|
|
|
March 14, 2013
|
|
|
1,650,000
|
|
412,500
|
|
|
|
|
|
|
|
Stock-based compensation
On March 14, 2008, the Company granted
to a consultant 250,000 stock options at an exercise price of $0.85 per share,
exercisable until March 14, 2013.
The fair value of stock options granted
during the period ended May 31, 2008 was $132,671 (May 31, 2007 - $ Nil). The
fair value of stock options granted is being recognized over the options
vesting periods as stock-based compensation which has been recorded in the statements
of operations as follows with a corresponding credit to additional paid-in capital:
|
|
|
|
|
|
Inception
|
|
|
|
|
Three
months ended
|
|
|
March 23, 2005
|
|
|
|
|
May 31
|
|
|
to
|
|
|
|
|
2008
|
|
|
2007
|
|
|
May 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Consulting
fees
|
$
|
41,528
|
|
$
|
-
|
|
$
|
78,342
|
|
|
Management fees
|
|
82,802
|
|
|
-
|
|
|
496,986
|
|
|
|
$
|
124,330
|
|
$
|
-
|
|
$
|
575,328
|
|
The following weighted-average assumptions
were used for the Black-Scholes valuation of stock options granted:
|
|
|
May 31, 2008
|
|
|
February 29, 2008
|
|
|
Risk-free interest rate
|
|
3.22%
|
|
|
3.29%
|
|
|
Expected life of options (years)
|
|
5
|
|
|
5
|
|
|
Annualized volatility
|
|
118%
|
|
|
118%
|
|
|
Dividend rate
|
|
0%
|
|
|
0%
|
|
85
AMERICAN URANIUM CORPORATION
|
(An Exploration Stage Company)
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
May 31, 2008
|
(Unaudited Prepared by Management)
|
6.
|
RELATED PARTY TRANSACTIONS
|
|
|
|
The Company owes related officers $13,889 as at May
31, 2008. The Company incurred the following expenses with companies related
by way of officers in common and with a company with whom a director is
associated. These costs were measured at the amounts agreed upon by the
parties.
|
|
|
Three months ended
|
|
|
|
May 31
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
Management fees
|
$
|
60,000
|
|
$
|
1,500
|
|
Rental
|
|
-
|
|
|
750
|
|
These transactions were in the normal
course of operations and were measured at the exchange amount which represented
the amount of consideration established and agreed to by the related parties.
7.
|
SEGMENT INFORMATION
|
|
|
|
The Company operates in one business segment being the
exploration of mineral property interests Geographic information is as
follows:
|
|
|
|
May 31, 2008
|
|
|
February 29, 2008
|
|
|
|
|
|
|
|
|
|
|
Identifiable assets
|
|
|
|
|
|
|
|
Canada
|
$
|
3,399,593
|
|
$
|
4,104,596
|
|
|
United States
|
|
8,349,341
|
|
|
8,443,960
|
|
|
|
$
|
11,748,934
|
|
$
|
12,548,556
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
May 31
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
Loss for the period
|
|
|
|
|
|
|
|
Canada
|
$
|
273,099
|
|
$
|
-
|
|
|
United States
|
|
481,078
|
|
|
37,052
|
|
|
|
$
|
754,177
|
|
$
|
37,052
|
|
86
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada corporation law provides that:
- a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a Director, Officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a Director, Officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful;
- Indemnification may not be made for
any claim, issue or matter as to which such a person has been judged by a court
of competent jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper;
and
- to the extent that a Director,
Officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter therein, the corporation shall indemnify him against
expenses, including attorneys fees, actually and reasonably incurred by him in
connection with the defense.
We may make any discretionary indemnification only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
- by our shareholders;
- by our Board of Directors by majority
vote of a quorum consisting of directors who were not parties to the action,
suit or proceeding;
- if a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion;
- if a quorum consisting of directors
who were not parties to the action, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion; or
- by court order.
Our Bylaws provide that we have the power to indemnify, to the
greatest allowable extent permitted under the General Corporate Laws of Nevada,
directors or officers of our company for any duties or obligations arising out
of any acts or conduct of the officer or director performed for or on behalf of
our company. This includes the power to defend such persons from all suits or
claims as allowable under the provisions of the General Corporate Law of Nevada.
We will reimburse each such person for all legal and other expenses reasonably
incurred by him in
87
connection with any such claim or liability as the expenses are
incurred and before the final disposition of the proceeding in question or repay
the amount if a court finds that the director or officer is not entitled to
indemnification by the company.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of our company under Nevada law or otherwise, we have been advised the opinion
of the Securities and Exchange Commission is that such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event a claim for indemnification against such
liabilities (other than payment by us for expenses incurred or paid by a
director, officer or controlling person of our company in successful defense of
any action, suit, or proceeding) is asserted by a director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction, the question of
whether such indemnification by it is against public policy in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
Item 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following
table sets forth the costs and expenses payable by us in connection with the
issuance and distribution of the securities being registered hereunder. No expenses
shall be borne by the selling shareholder. All of the amounts shown are estimates.
SEC
registration fees
|
$
|
650
|
|
|
(1
|
)
|
Printing and engraving expenses
|
|
2,000
|
|
|
(1
|
)
|
Accounting fees and expenses
|
|
25,000
|
|
|
(1
|
)
|
Legal fees and expenses
|
|
35,000
|
|
|
(1
|
)
|
Transfer agent and registrar fees
|
|
2,000
|
|
|
(1
|
)
|
Fees and expenses for qualification under state securities
laws
|
|
-
|
|
|
(1
|
)
|
Miscellaneous
|
|
1,000
|
|
|
(1
|
)
|
Total
|
$
|
65,650
|
|
|
(1
|
)
|
(1)
We have estimated these amounts
Item 26 RECENT SALES OF UNREGISTERED SECURITIES
The following sets forth certain information concerning securities
which were sold or issued by us since our inception on March 23, 2005 without
the registration of the securities under the Securities Act of 1933 in reliance
on exemptions from such registration requirements:
On March 14,
2008, the Company granted to a consultant 250,000 stock options at an exercise
price of $0.85 per share, exercisable until March 14, 2013.
On February 14, 2008 we issued options to one of our directors
to purchase an aggregate of up to 300,000 shares of our common stock at an
exercise price of $0.85 per share, exercisable until February 14, 2013. The
options are subject to vesting provisions. These stock options were issued to
one U.S. person (as that term is defined in Regulation S of the
Securities
Act of 1933
) relying on the exemptions from registration provided by Section
4(2) of the
Securities Act of 1933
and upon Rule 506 of Regulation D of
the
Securities Act of 1933
.
On January 15, 2008 in accordance with the terms of a Stock
Option and Subscription Agreement we granted stock options to Robert A. Rich,
our President to purchase an aggregate of up to 300,000 shares of our common
stock at an exercise price of $1.00 per share, exercisable until January 15,
2013. The options are subject to vesting provisions as set forth in the stock
option agreement. The vesting schedule is as follows: 75,000 on January 15,
2008, and in installments of 75,000 on each of 3 successive anniversary of
January 15, 2008.
88
On December 20, 2007, we closed a private placement consisting
of 375,000 units of our securities (the Units) at a price of US $0.75 per Unit
for aggregate proceeds of US $281,250. Each Unit consists of one common share
and one-half of one share purchase warrant (a Warrant), one whole Warrant
shall be exercisable into one additional common share (a Warrant Share) at a
price of US $1.25 per Warrant Share until December 20, 2009.
We issued 275,000 of the Units to 10
non-U.S. persons pursuant to an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933, as amended.
We issued 100,000 of the Units were
issued to one U.S. person pursuant to the exemption from registration provided
for under Rule 506 of Regulation D, promulgated under the United States
Securities Act of 1933, as amended.
We will use the proceeds of the
transaction to fund our joint venture obligations and for working capital.
On September 4, 2007, we closed a private placement consisting
of 8,086,829 units of our securities (the Units) at a price of US $0.75 per
Unit for aggregate proceeds of US $6,065,125. Each Unit consists of one common
share and one-half of one share purchase warrant (a Warrant), one whole
Warrant shall be exercisable into one additional common share (a Warrant
Share) at a price of US $1.25 per Warrant Share until August 23, 2009.
We issued 6,061,330 Units to 126 non-US
persons pursuant to an offshore transaction relying on Regulation S and/or
Section 4(2) of the Securities Act of 1933, as amended.
We issued 2,025,499 Units were issued
to 15 US persons pursuant to the exemption from registration provided for under
Rule 506 of Regulation D, promulgated under the United States Securities Act of
1933, as amended.
On September 4, 2007, issued a total of 258,296 shares of our
common stock and paid $243,348.45 to various investors as finders fees.
We issued 5,625 common shares to one US
person to an exemption from registration provided for under Rule 506 of
Regulation D, promulgated under the United States Securities Act of 1933, as
amended.
We issued 252,672 common shares to six
non-US persons pursuant to an offshore transaction relying on Regulation S
and/or Section 4(2) of the Securities Act of 1933, as amended.
On September 15, 2007, Mr. Malkin was appointed as a member of
our board of directors. In connection with Mr. Malkins appointment to the board
and the related Consulting Agreement, we issued options to purchase an aggregate
of up to 300,000 shares of our common stock to Mr. Malkin at an exercise price
of $1.20 per share, exercisable until September 15, 2012 and vesting as follows:
75,000 on September 15, 2007, and in installments of 75,000 on each successive
anniversary of September 15, 2007. These options terminated on June 27, 2008,
when Mr. Malkin resigned from our board of directors and as an officer.
On September 20, 2007, Devinder Randhawa was appointed as a
member of our board of directors. In connection with Mr. Randhawas appointment
to the board, we issued options to purchase an aggregate of up to 300,000 shares
of our common stock to Mr. Randhawa at an exercise price of $1.20 per share,
exercisable until September 20, 2012 and vesting as follows: 75,000 on September
20, 2007, and in installments of 75,000 on each successive anniversary of
September 15, 2007. These options terminated on February 12, 2008, when Mr.
Randhawa resigned from our board of directors.
We issued the securities to Mr. Malkin and Mr. Randhawa on the
basis that they represented that they each were not a U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.
On June 15, 2007, we granted up to 75,000 stock options
exercisable for five years at an exercise price of $1.50 per share to a
consultant.
89
On March 23, 2005, we issued 5,000,000 shares of our common
stock to one (1) named executive officer of our company, at an offering price of
$0.00001 per share for gross offering proceeds of $50 in an offshore transaction
pursuant to Rule 903 of Regulation S of the Securities Act of 1933. The named
executive officer is not a U.S. person as that term is defined in Regulation S.
No directed selling efforts were made in the United States by American Uranium,
any distributor, any of their respective affiliates or any person acting on
behalf of any of the foregoing. In issuing these securities, we relied on the
exemption from the registration requirements of the Securities Act of 1933
provided by Regulation S, promulgated thereunder. A legend was included on all
offering materials and documents which stated that the shares have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States or to U.S. persons unless the shares are registered under the
Securities Act of 1933, or an exemption from the registration requirements of
the Securities Act of 1933 is available. The offering materials and documents
also contained a statement that hedging transactions involving the shares may
not be conducted unless in compliance with the Securities Act of 1933.
For more information concerning the purchasers in the private
placement transactions of September and December 2007, please see the section
entitled Selling Shareholders on page 12 of the prospectus included in this
registration statement.
Item 27 EXHIBITS
The following Exhibits are filed with this prospectus:
Exhibit
|
|
Number
|
Description
|
(3)
|
(i) Articles of Incorporation;
and (ii) Bylaws
|
3.1
|
Articles of Incorporation of the Registrant, filed
as an exhibit to the registration statement on Form SB-2 filed on June 21,
2006.
|
3.2
|
By-laws of the Registrant, filed
as an exhibit to the registration statement on Form SB-2 filed on June 21,
2006.
|
3.3
|
Certificate of Change filed with the Nevada Secretary
of State on March 27, 2007 to be effective on April 10, 2007, filed as an
exhibit to our current report on Form 8-K filed on April 12, 2007.
|
(4)
|
Instruments defining rights
of security holders, including indentures
|
(5)
|
Opinion on Legality
|
5.1*
|
Opinion of Clark Wilson
LLP regarding the legality of the securities being registered
|
(10)
|
Material Contracts
|
10.1
|
Mining Claim, filed as an exhibit to the registration
statement on Form SB-2 filed on June 21, 2006.
|
90
10.2
|
Affiliate Stock Purchase Agreement,
filed as an exhibit to our current report on Form 8-K filed on April 23,
2007.
|
10.3
|
Letter of Intent, filed as an exhibit to our current
report on Form 8-K filed on May 18, 2007.
|
10.6
|
Option and Joint Venture Agreement with
Strathmore Resources (US) Ltd., dated August 20, 2007, filed as an exhibit
to our current report on Form 8-K on September 5, 2007.
|
10.7
|
Form of Subscription Agreement for Offshore subscribers,
filed as an exhibit to our current report on Form 8-K on September 5,
2007.
|
10.8
|
Form of Subscription Agreement U.S.
subscribers, filed as an exhibit to our current report on Form 8-K on
September 5, 2007.
|
10.9
|
Form of Warrant certificate for Offshore subscribers,
filed as an exhibit to our current report on Form 8- K on September 5,
2007.
|
10.10
|
Form of Warrant certificate for Canadian
subscribers, filed as an exhibit to our current report on Form 8- K on
September 5, 2007.
|
10.11
|
Form of Warrant US subscribers, filed as an exhibit
to our current report on Form 8-K on September 5, 2007 and incorporated
herein by reference.
|
10.13
|
2007 Stock Option Plan, filed as an
exhibit to our current report on Form 8-K with the Commission on September
24, 2007.
|
10.15
|
Pine Tree-Reno Creek ISR Property Amendment
to Option and Joint Venture Agreement, filed as an exhibit to the quarterly
report on Form 10-QSB on January 22, 2008.
|
10.16
|
Form of Subscription Agreement Offshore subscribers,
filed as an exhibit to our current report on Form 8-K filed on September
5, 2007.
|
10.17
|
Form of Subscription Agreement U.S.
subscribers, filed as an exhibit to our current report on Form 8-K filed
on September 5, 2007.
|
10.18
|
Form of Warrant certificate Offshore subscribers, filed
as an exhibit to our current report on Form 8-K filed on September 5,
2007.
|
10.19
|
Form of Warrant U.S. subscribers, filed
as an exhibit to our current report on Form 8-K filed on September 5,
2007.
|
10.20
|
Stock Option Agreement with Robert Rich dated effective
January 15, 2008, filed as an exhibit to our current report on Form 8-K
on January 23, 2008.
|
10.22
|
Stock Option Agreement with Donald Cooper
dated effective February 14, 2008, filed as an exhibit to our current
report on Form 8-K on February 20, 2008.
|
91
*Filed herewith.
(1)
Included in Exhibit
5.1.
Item 28 UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933 ; and,
(ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the change in volume and price represents no more
than a 20 percent change in the maximum aggregate offering price set forth in
the Calculation of Registration Fee table in the effective registration
statement.
(iii) to include any material
information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule
424(b) shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference
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into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract of
sale prior to such first use, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first
use
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or
prospectus of the undersigned registrant relating to the offering required to be
filed pursuant to Rule 424 (§ 230.424 of this chapter);
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant
or used or referred to by the undersigned registrant;
(iii) The portion of any other free
writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
(iv) Any other communication that is an
offer in the offering made by the undersigned registrant to the purchaser.
(6) The undersigned registrant hereby undertakes to supplement
the prospectus, after the expiration of the subscription period, to set forth
the results of the subscription offer, the transactions by the Selling
Shareholders during the subscription period, the amount of unsubscribed
securities to be purchased by the Selling Shareholders, and the terms of any
subsequent reoffering thereof. If any public offering by the Selling
Shareholders is to be made on terms differing from those set forth on the cover
page of the prospectus, a post-effective amendment will be filed to set forth
the terms of such offering.
(7) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person
connected with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(8) Each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration
statements relying on 430B or other than prospectuses filed in reliance on Rule
430A shall be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first use.
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SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Vancouver, British Columbia, Canada on August
1, 2008.
AMERICAN URANIUM CORP.
By:
/s/ Robert A. Rich
Robert A. Rich,
President,
CEO, CFO, Treasurer, Secretary and Director
(Principal Executive Officer and
Principal Financial Officer)
Pursuant to the requirements of
the Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.
By:
/s/ Robert A. Rich
Robert A. Rich
President, CEO, CFO, Treasurer, Secretary and Director
(Principal Executive Officer and Principal Financial Officer)
Dated: August 1, 2008
By:
/s/ Donald K. Cooper
Donald K. Cooper Director
Dated: August 1, 2008
94