ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
quarterly report contains forward-looking statements. These forward-looking statements relate to future events or our future financial
performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number
of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements
made by us in this report. Forward-looking statements are often identified by words like: “believe”, “expect”,
“estimate”, “anticipate”, “intend”, “project” and similar expressions or words
which, by their nature, refer to future events.
In
some cases, you can also identify forward-looking statements by terminology such as “may”, “will”, “should”,
“plans”, “predicts”, “potential” or “continue” or the negative of these terms
or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in Item 1A. Risk Factors on page 15 that may cause our or our industry’s actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.
GENERAL
INFORMATION
Our
financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.
As
used in this quarterly report, the terms “we”, “us”, “our”, “National Graphite Corp
and or Lucky Boy Silver Corp.” and “Lucky Boy” or National Graphite mean National Graphite Corp., unless otherwise
indicated.
Our
company is an exploration stage company. There is no assurance that commercially viable mineral deposits exist on the mineral
property that we have under option. Further exploration will be required before a final evaluation as to the economic and legal
feasibility of the claim is determined.
The
following analysis of the results of operations and financial condition of the corporation for the period ending August 31,
2012, should be read in conjunction with the corporation’s financial statements, including the notes thereto contained
elsewhere in this form 10-Q and in our annual report filed on form 10-K.
Overview
We
are a start-up, exploration stage, company engaged in the search for gold, silver and related minerals. Currently our
business plan calls for development of our 100% interest in and to the Chedic Graphite Property consisting of 20 U.C. Mineral
Lode Claims in Township, 15 North, Range 19 East, Sections 25 & 26 Carson City, NV mining claims compromising
approximately 400 acres. On Sept 17th 2012, the Company expanded its interests with the acquisition of 15 additional Lode
Claims thus expanding the Chedic holdings to 700 acres. The Company will continue to proceed with exploration on the
Company’s Black Butte and Silver Strike projects to determine if there are commercially exploitable deposits of gold
and silver, and if we decide not to proceed, to seek other mineral exploration properties as more fully described under the
section entitled “The Business.” Our mineral properties are without known reserves and our proposed program is
exploratory in nature. There is no assurance that commercially viable mineral deposits exist on our mineral properties.
Further exploration and/or drilling will be required before a final evaluation as to the economic and legal feasibility of
our projects is determined.
We
were incorporated in the State of Wyoming on October 19, 2006, as Sierra Ventures, Inc. and established a fiscal year end of
May 31. On February 5, 2010 we filed an Amendment to Articles with the Wyoming Secretary of State and changed our name from
“Sierra Ventures Inc.” to “Lucky Boy Silver Corp.” We changed the name of our company to better
reflect the direction and business of our company. On March 22, 2011, the corporation converted from a Wyoming corporation to
a Nevada corporation pursuant to Wyoming Statutes Title 17, ch. 16, Sect.(s) 820, 821 and 1114 and Nevada Revised Statutes
92A.205. This conversion did not alter the number of authorized shares, or the number of issued and outstanding shares, of
the corporation. The voting and other rights of the common and preferred shares of the company’s capital stock remain
substantially similar under Nevada law. The powers of the company’s officers, directors and shareholders also remain
substantially the same. Our authorized capital stock continues to consist of 499,000,000 shares of common stock, par value
$0.001 per share and 1,000,000 shares of preferred stock, par value $0.001 per share. Our statutory registered agent’s
office is located at 701 N. Green Valley Pkwy, Ste. 200-238, Henderson, NV 89074. Our telephone number is (702)
839-4029.
On
March 22, 2007, as amended on May 15, 2009, we optioned a 25 percent interest in a gold exploration property referred to as the
Zhangjiafan Mining Property located in Jiangxi Province, People’s Republic of China, by entering into an Option to Purchase
and Royalty Agreement with JiujiangGaoFeng Mining Industry Limited Company of Jiangxi City, Jiangxi Province, China (“Jiujiang”),
the beneficial owner of the property, an arms-length Chinese corporation, to acquire an interest in the property by making certain
expenditures and carrying out exploration work. At the completion of the field work on this property, management determined that
further expenditures or issuance of stock for this property was not in the best interest of the Company and the project was abandoned.
During
February 2010 the Company entered into two lease agreements for mineral leases located in the Mineral County, Nevada. On
February 8, 2010, we acquired 38 unpatented BLM claims including those known as the Silver Summit and Silver Strike claims
and two historic, silver mine leases (“AG Properties”) known as Lucky Boy Silver Mine and the Black Butte Silver
Mine. Under these agreements the Company committed $17,500 in non-refundable upfront lease payments, $10,000 in future
payments to be made every nine months and $7,500 in future payments to be made annually as long as the lease is in force. In
a geological report compiled by Hunsaker dated May 2010, Hunsaker opined that further work on the Lucky Boy project was not
recommended and the lease for the Lucky Boy mineral property was not renewed.
In
the same geological report compiled by Hunsaker dated May 2010, further exploration on the Black Butte project was justified,
and defined by Hunsaker in their follow up work
Summary Report and Update with Recommendations for the Candelaria Project,
Esmeralda County, Nevada - December 2011
delivered to the Lucky Boy December 20th, 2011
The
Candelaria Project is comprised of 68 unpatented lode mining claims in Esmeralda and Mineral County Formerly reported on as the
Silver Strike project the broader program is now referred to as the Candelaria Project and currently covers 1363 acres in the
Candelaria District immediately east of Silver Standard Resources Northern Belle and Mount Diablo open pit silver mines in sections
25, 35, 36, 1, 2, 3, 10, and 11 T 3 & 4N/R35E. The property is approximately 45 miles west of Tonopah, Nevada
Between
June and September, 2011 68 new lode claims were located. The claims cover the ground from which high-grade silver samples were
taken. The geologic setting of the samples extends from the open pit mines controlled by Silver Standard Resources onto the LAG
claims (Table 1 and Figure 2).
Claim
|
|
Date Located
|
|
County
|
|
BLM-NMC Number
|
LAG 1 to 38
|
|
April 8, 2011
|
|
Esmeralda
|
|
1047475-1047512
|
LAG 39 to 50
|
|
May 25, 2011
|
|
Esmeralda & Mineral
|
|
1051010-1051021
|
LAG 50 to 66
|
|
June 4, 2011
|
|
Esmeralda & Mineral
|
|
1051022-1051037
|
LAG 67 to 68
|
|
September 20, 2011
|
|
Esmeralda
|
|
1060537-1060538
|
On
September 27
th
, 2011 the shares of National Graphite Corp (formerly Lucky Boy Silver Corp.) became Depository Trust
Corp. (DTC) eligible for electronic transfer.
On
May 25, 2011 we expanded our claims in the Silver Strike area to 62 unpatented claims renaming them the LAG claims.
On
April 20, 2012, the Company entered into an agreement with Habitants Minerals Ltd. (“Habitants”) granting the Company
the sole and exclusive right to purchase 100% right, title and interest in and to the applications and subsequent claims to be
issued by Quebec Ministry of Resources and Fauna for the following applications:
The
Quebec applications cover ground referred to in reports GM19842, GM35169, GM35267, GM19844, GM20308, GM13866, reports which report
historic graphite occurrences on Lot 32 and Lot 33 Range 11 in Low Township, Lot 1 Range 2 in Suffolk Township, Lot 9 and Lot
16 Range 3 and Lot 10 Range 9 all in Clarendon Township, Lot 46 Range 11 in Low Township, and ground in Lochaber Township covering
historic mag anomalies.
APPLICATION
1186716 (29 claims)
APPLICATION
1187995 (14 claims)
APPLICATION
1187994 (12 claims)
APPLICATION
1187992 (10 claims)
65
claims approx., 60 hectares each = 3900 hectares
The
consideration for the transaction was payment by the Company to Habitants a total of Fifty Thousand United States Dollars (US$50,000.00)
consisting of Twenty Five Thousand United States Dollars ($25,000.00) on the date of execution of this Agreement and Twenty Five
Thousand United States Dollars ($25,000.00) upon the issuance of the claims in the Company’s name, and the issuance of 100,000
shares of the Company’s common stock within 15 days of the date of the closing of the transaction described in the Agreement
or within 15 days of any Regulatory
On
April 24, 2012, the Company entered into an agreement with GeoXplor Corporation to purchase a 100% interest in and to the Chedic
Graphite Property consisting of 20 Mineral Lode Claims in Township, 15 North, Range 19 East, Sections 25 & 26 Carson City,
NV mining claims compromising approximately 400 acres.
The
purchase price for the Property is a total of $425,000 in cash, an issuance of 2,500,000 shares of the Company’s Restricted
Common Stock, and a work commitment on the Property of up to $1,000,000 over four years as follows:
a.)
Cash Consideration: Purchaser will pay Seller $425,000 USD in cash consideration as follows:
i)
USD $50,000 upon the signing of the Agreement (the “Effective Date”),
ii)
an additional USD $25,000 on or before 6 months from the Effective Date ,
iii)
an additional USD $25,000 on or before 12 months from the Effective Date,
iv)
an additional USD $50,000 on or before 18 months from the Effective Date,
v)
an additional USD $75,000 on or before 24 Months from the Effective Date,
vi)
an additional USD $50,000 on or before 30 months from the Effective Date,
vii)
an additional USD $50,000 on or before 36 months from the Effective Date,
viii)
an additional USD $50,000 on or before 42 months from the Effective Date,
ix)
an additional USD $50,000 on or before 48 months from the Effective Date ( for a total cash consideration of $425,000 on or before
48 months from and after the Effective Date.)
b)
Stock Consideration: (restricted common shares)
i)
500,000 shares upon the signing of the Agreement (the “Effective Date”),
ii)
500,000 shares on or before 6 months from the Effective Date,
iii)
500,000 shares on or before 18 months from the Effective Date,
iv)
500,000 shares on or before 24 months from the Effective Date,
v)
500,000 shares on or before 48 months from the Effective Date,
c)
Work Commitment:
Purchaser
will provide funds for the conduct of a program of work to be undertaken by the Seller for the benefit of the Property of not
less than USD $1,000,000 over 4 years as follows:
i)
|
|
$100,000 on or before 12 months
from the Effective Date,
|
ii)
|
|
$300,000 on or before 24 months
from the Effective Date,
|
iii)
|
|
$300,000 on or before 36 months
from the Effective date ,
|
iv)
|
|
$300,000 on or before 48 months
from the Effective Date.
|
According
to the agreement a payment of $25,000 was due during the period ending November 30, 2012 along with the issuance of 500,000 shares
of the Company’s common stock. On December 7, 2012 the Company issued 500,000 shares of common stock to GeoXplor to satisfy
the required stock issuance that was due during the period ended November 30, 2012. The Company intends to make the required $25,000
payment that was due during the period ended November 30, 2012. In addition, the Company intends to satisfy the terms of the agreement
in full and complete the acquisition.
On
Sept 17th 2012, the Company expanded its interests with the acquisition of 15 additional Lode Claims thus expanding the Chedic
holdings to 700 acres.
Our
Current Business – Mineral Exploration
Our
current business plan is to return the Chedic property to full production and has authorized the Management of the Company to
proceed with the development of the Chedic mine property and complete a evaluation of the available graphite tonnage. The company
has approved expenditures for the next phase of development.
The
Company will continue its exploration and expansion of the Black Butte and Candelaria properties and determine if there are
commercially exploitable deposits of gold and silver. We retained the services of the Hunsaker Inc., a geological company, to
assess the results of our program. In a report compiled by Hunsaker dated February 2011, Hunsaker concluded that the
Candelaria claims warranted additional exploration whereas the Silver Summit claims did not. The development of these
properties was additionally defined in Hunsaker’s December 2011 update. Our mineral properties are currently without
known reserves and our proposed programs are exploratory in nature.
Our
Proposed Exploration Program – Plan of Operation
We
have reviewed the Company’s geologist Report on the Chedic Mine viability and believe further expenditures are warranted.
The work to date has discovered a second viable vein of graphite ore and commissioned a drill program to further outline the length
and depth of the existing veins.
We
will review the
Summary Report and Update with Recommendations for the Candelaria Project, Esmeralda County, Nevada - December
2011
and proceed with exploration on the Black Butte and Candelaria projects to determine if there are commercially exploitable
deposits of gold and silver, and if we decide not to proceed, to seek other mineral exploration properties.
We
do not have any ores or reserves whatsoever at this time on our properties.
Competition
We
compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many
of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available
to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford
more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors
having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and
development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further
exploration of our mineral properties.
We
also compete with other mineral resource exploration companies for financing from a limited number of investors that are prepared
to make investments in mineral resource exploration companies. The presence of competing mineral resource exploration companies
may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that
investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price
of the investment offered to investors. We also compete with other mineral resource exploration companies for available resources,
including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and
drill rigs.
Government
Regulations
Any
operations at the our mineral properties will be subject to various federal and state laws and regulations in the United States
which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal,
protection of the environment, mine safety, hazardous substances and other matters. We will be required to obtain those licenses,
permits or other authorizations currently required to conduct exploration and other programs. There are no current orders or directions
relating to us or our properties with respect to the foregoing laws and regulations. Such compliance may include feasibility studies
on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection,
reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife
and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and
delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development,
or mining operations on any of our mineral properties. We are not presently aware of any specific material environmental constraints
affecting our properties that would preclude the economic development or operation of property in the United States.
The
U.S. Forest Service requires that mining operations on lands subject to its regulation obtain an approved plan of operations subject
to environmental impact evaluation under the
National Environmental Policy Act
. Any significant modifications to the plan
of operations may require the completion of an environmental assessment or Environmental Impact Statement prior to approval. Mining
companies must post a bond or other surety to guarantee the cost of post-mining reclamation. These requirements could add significant
additional cost and delays to any mining project undertaken by us.
Under
the U.S.
Resource Conservation and Recovery Act
, mining companies may incur costs for generating, transporting, treating,
storing, or disposing of hazardous waste, as well as for closure and post-closure maintenance once they have completed mining
activities on a property. Any future mining operations at our mineral properties may produce air emissions, including fugitive
dust and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources such as trucks and
heavy construction equipment which are subject to review, monitoring and/or control requirements under the Federal Clean Air Act
and state air quality laws. Permitting rules may impose limitations on our production levels or create additional capital expenditures
for pollution control in order to comply with the rules.
The
U.S.
Comprehensive Environmental Response Compensation and Liability Act of 1980
, as amended (“CERCLA”), imposes
strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. Those liable
groups include, among others, the current owners and operators of facilities which release hazardous substances into the environment
and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred.
This liability could include the cost of removal or remediation of the release and damages for injury to the surrounding property.
We cannot predict the potential for future CERCLA liability with respect to our mineral properties or surrounding areas.
Employees
At
present, we have no employees. We currently operate with two executive officers, who devote their time as required to our business
operations. Our executive officers are not presently compensated for their services and do not have an employment agreement with
us.
Results
of Operations
Our
comparative periods for the period ended November 30, 2012 and May 31, 2011 are presented in the following
discussion.
Since
inception, we have used our common stock to raise money for our optioned acquisitions and for corporate expenses. Net cash provided
by financing activities (less offering costs) from inception on October 19, 2006 to November 30, 2012, was $1,160,000, with $1,150,000
as proceeds received from sales of our common stock and $10,000 of contributed capital.
Three
Months Ended November 30, 2012 and November 30, 2011
Revenues
We
did not generate any revenues from operations for the three month periods ended November 30, 2012 or 2011. To date, we have not
generated any revenues from our mineral exploration business.
Expenses
The
table below shows our operating results for the three month periods ended November 30, 2012 and 2011.
|
|
Three months
Ended
November 30, 2012
|
|
|
Three months
Ended
November 30, 2011
|
|
Professional fees
|
|
$
|
17,713
|
|
|
|
92,841
|
|
Depreciation
|
|
|
202
|
|
|
|
202
|
|
Impairment of mineral interests
|
|
|
-
|
|
|
|
7,500
|
|
Exploration of resource property
|
|
|
36,400
|
|
|
|
14,093
|
|
General and administrative
|
|
|
32,020
|
|
|
|
20,146
|
|
Total operating expenses
|
|
$
|
86,335
|
|
|
|
134,782
|
|
Operating
expenses have and will vary from quarter to quarter based on the level of corporate activity, exploration operations and capital-raising.
Operating expenses in the most recently completed quarter decreased relative to the comparable period of the prior year due primarily
to the fact that we have significantly decreased the professional expenses incurred. This decrease in professional fees was partially
offset by increases in exploration expenses and general and administrative expenses.
We
continue to carefully control our expenses and overall costs as we move our business development plan forward. We do not have
any employees and engages personnel through outside consulting contracts or agreements or other such arrangements, including for
legal, accounting and technical consultants.
Six
Months Ended November 30, 2012 and November 30, 2011
Revenues
We
did not generate any revenues from operations for the six month periods ended November 30, 2012 or 2011. To date, we have not
generated any revenues from our mineral exploration business.
Expenses
The
table below shows our operating results for the six month periods ended November 30, 2012 and 2011.
|
|
Six months
Ended
November 30, 2012
|
|
|
Six months
Ended
November 30, 2011
|
|
Professional fees
|
|
$
|
46,951
|
|
|
|
179,138
|
|
Depreciation
|
|
|
404
|
|
|
|
404
|
|
Impairment of mineral interests
|
|
|
-
|
|
|
|
7,500
|
|
Exploration of resource property
|
|
|
93,398
|
|
|
|
18,708
|
|
General and administrative
|
|
|
74,390
|
|
|
|
39,408
|
|
Total operating expenses
|
|
$
|
215,143
|
|
|
|
245,158
|
|
Operating
expenses have and will vary from quarter to quarter based on the level of corporate activity, exploration operations and capital-raising.
Operating expenses in the most recently completed quarter decreased relative to the comparable period of the prior year due primarily
to the fact that we have significantly decreased the professional expenses incurred. This decrease in professional fees was partially
offset by increases in exploration expenses and general and administrative expenses.
We
continue to carefully control our expenses and overall costs as we move our business development plan forward. We do not have
any employees and engages personnel through outside consulting contracts or agreements or other such arrangements, including for
legal, accounting and technical consultants.
Plan
of Operation and Anticipated Cash Requirements
On
October 17, 2012 we announced that the Company had entered into an equity financing agreement for up to $2,500,000. Under the
terms of the agreement, the Company may from time to time request a purchase of up to $250,000 per request at price of 10% discount
to the average price of our shares over the previous five trading days. As part of the terms of the financing, management cancelled
8,000,000 of its common shares in order to minimize dilution as a result of this transaction.
Based
on our current plan of operations, we have sufficient funds for approximately the next six months, after which time we will require
additional funds to continue our exploration operations.
Presently,
our revenues are not sufficient to meet operating and capital expenses. We have incurred operating losses since inception, and
this is likely to continue through fiscal 2012-2013. Management projects that we will require up to $1,410,000 to fund ongoing
operating expenses and working capital requirements for the next 12 months, broken down as follows:
General and administrative expenses
|
|
$
|
80,000
|
|
Future property acquisitions
|
|
|
180,000
|
|
Working capital
|
|
|
50,000
|
|
Development of properties
|
|
|
1,100,000
|
|
|
|
$
|
1,410,000
|
|
Going
Concern
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 May 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about
our ability to continue as a going concern. Our financial statements contain additional notes describing the circumstances that
lead to this disclosure by our independent auditors. Our issuance of additional equity securities 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.
There
are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing
alternatives to meet 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 could be obtained on commercially reasonable terms. If we are not able
to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they come due.
Liquidity
and Capital Resources
As
of November 30, 2012, we have yet to generate any revenues.
Since
inception, we have used our common stock and loans or advances from our officers and directors to raise money for our optioned
acquisition and for corporate expenses.
Working
Capital
As
of November 30, 2012, we had $102,896 in unallocated working capital.
|
|
November 30, 2012
|
|
|
May 31, 2011
|
|
Current Assets
|
|
$
|
112,441
|
|
|
|
111,709
|
|
Current Liabilities
|
|
|
9,545
|
|
|
|
1,595
|
|
Working Capital
|
|
$
|
102,896
|
|
|
|
110,114
|
|
We
have incurred recurring losses from inception. Our ability to meet our financial obligations and commitments is primarily dependent
upon continued financial support of our shareholders, directors and the continued issuance of equity to new and existing shareholders.
Cash
Flows
|
|
Six months
|
|
|
Six months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
November 30, 2012
|
|
|
November 30, 2011
|
|
Net cash used in operating activities
|
|
$
|
(178,288
|
)
|
|
$
|
(94,135
|
)
|
Net cash used in investing activities
|
|
|
(67,480
|
)
|
|
|
(47,583
|
)
|
Net cash provided by financing activities
|
|
|
250,000
|
|
|
|
-
|
|
Net increase (decrease) in cash
|
|
$
|
4,232
|
|
|
$
|
(141,718
|
)
|
Net
cash used in operating activities
Net
cash used in operating activities from inception on October 19, 2006, to November 30, 2012 was $824,161. This negative cash flow
from operations is due to the fact that the Company has not generated revenue to date.
Net
cash used in investing activities
Net
cash used in investing activities from inception on October 19, 2006, to November 30, 2012, was $223,398 as a result of the purchase
of additional mining claims and computer equipment.
Net
cash provided by financing activities
Net
cash provided by financing activities from inception on October 19, 2006, to November 30, 2012, was $1,160,000 as a result of
gross proceeds received from sales of our common stock and capital contribution from Company officers.
Inflation
/ Currency Fluctuations
Inflation
has not been a factor during the six months ended November 30, 2012. Although inflation is moderately higher than it was during
2012 the actual rate of inflation is not material and is not considered a factor in our contemplated capital expenditure program.
Subsequent
Events
On
December 7, 2012 the Company issued 500,000 shares of common stock to GeoXplor Corporation.
In
accordance with ASC 855 Company management reviewed all material events through the date of this report and there are no material
subsequent events to report.
Off-Balance
Sheet Arrangements
We
have no 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 is material to stockholders.