UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended
July 31, 2012
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File No.
000-52927
AMERICAN SIERRA GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Nevada
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98-0528416
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(State or Other Jurisdiction
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(I.R.S. Employer Identification
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Of Incorporation or Organization)
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Number)
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1218 Third Avenue, Suite 505
Seattle, WA
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98101
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(206) 910-2687
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
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No
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
The aggregate market value of the voting Common Stock held by non-affiliates of issuer as of October 23, 2012 is $958,761. There are 4,405,073 shares of common voting stock of the Company outstanding not held by affiliates. The aggregate market value is based upon the closing price for the common stock of the Company on the OTC Bulletin Board on October 23, 2012, which was $0.15.
As of October 23, 2012, 6,391,740 shares of the Company’s common stock, par value $0.001 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference.
AMERICAN SIERRA GOLD CORP.
to Annual Report on Form 10-K
for the Fiscal Year Ended July 31, 2012
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Page
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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
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1
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PART I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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FINANCIAL STATEMENTS
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EXHIBITS
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As used in this annual report on Form 10-K for the year ended July 31, 2012 (“Annual Report”), unless otherwise indicated, the terms “we,” “us,” “our” and “the Company” refer to American Sierra Gold Corp., a Nevada corporation.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This Annual Report contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, future results and events, and financial performance. All statements made in this Annual Report other than statements of historical fact, including statements that address operating performance, the economy, events or developments that management expects or anticipates will or may occur in the future, including statements related to revenues, profitability, adequacy of funds from operations, and cash flows and financing are forward-looking statements. In particular, the words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “can,” “plan,” “predict,” “could,” “future,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions and apply only as of the date of this Annual Report. Our actual results, performance or achievements could differ materially from historical results as well as the results expressed in, anticipated or implied by these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
DESCRIPTION OF BUSINESS
Overview
We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. At the time of our incorporation, we were incorporated under the name “C.E. Entertainment, Inc.,” and our original business plan was to engage in the sales and marketing of Ukrainian classical music. On May 19, 2009, we changed our name to American Sierra Gold Corp. by way of a merger with our wholly-owned subsidiary, American Sierra Gold Corp., which was formed solely for the purpose of changing our name. In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production. Further, effective May 19, 2009, we conducted a 40:1 forward stock split of our issued and outstanding common stock. As a result, our authorized capital stock increased from 50,000,000 shares of common stock, $0.001 par value per share, to 2,000,000,000 shares of common stock, $0.001 par value per share. Effective May 30, 2012, we conducted a 1:15 reverse stock split of our issued and outstanding stock. As a result our authorized capital stock decreased from 2,000,000,000 shares of common stock, $0.001 par value per share, to 133,333,334 shares of common stock, $0.001 par value per share. Unless specifically stated otherwise, all share amounts referenced herein, refer to post-reverse stock split share amounts.
On August 13, 2012 we entered into an Agreement and Plan of Merger (the “Agreement”) with our wholly-owned, American Sierra Gold Merger Corp., a Nevada corporation (“MergerSub”) and Medinah Gold Inc., a Nevada corporation (“Medinah”). Pursuant to the Agreement, Medinah will merger with and into MergerSub, each outstanding share of common stock of Medinah will be converted in the right to receive one share of our common stock. Upon conversion, each share of Medinah common stock of Medinah shall be cancelled. We plan to issue
64,061,040 of our shares to the Medinah shareholders at the close of the merger.
Mining Properties and Projects
Our primary business focus is to evaluate, acquire, explore and develop gold properties in North America. In November 2010, we acquired and began work on one project that consists of six mineral claims in the Adams Ridge area of British Columbia, Canada (the “Adams Ridge Claims”). We are in the exploration stage with respect to the Adams Ridge Claims. Despite exploration work on the Adams Ridge Claims, we have not established that there are any mineral reserves, nor can there be any assurance that we will be able to do so.
A “mineral reserve” is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.
To obtain a Free Miner's Certificate, which is required to hold a mining claim in British Columbia, Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a corporation must be registered under the British Columbia Business Corporations Act. Section 8(2) of the MTA stipulates that an individual applicant must either be a resident of Canada or be authorized to work in Canada. As the Company is not registered in British Columbia, our Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust. The mineral title claims have been registered with the Government of British Columbia. A copy of the trust agreement is attached to this Annual Report as Exhibit 10.6 and incorporated herein by reference.
Sources of Available Mineral Resource Properties
There are at least five sources of mineral resource properties available for exploration, development and mining: (i) those on public lands; (ii) those on private fee lands; (iii) unpatented mining claims; (iv) patented mining claims; and (v) those on tribal lands. The primary sources for acquisition of these claims are the United States government, through the Bureau of Land Management and the United States Forest Service, state and Canadian Provincial governments, tribal governments, and individuals or entities that currently hold title to or lease government and private lands.
Private fee lands are properties that are controlled by fee-simple title by private individuals or corporations. These properties can be controlled for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner. Unpatented mining claims located on public land owned by another entity can be controlled by leasing or purchasing the claims outright from the owners.
Patented mining claims are claims that were staked under the General Mining Law, and through application and approval the owners were granted full private ownership of the surface and subsurface estate by the Federal government. These properties can be acquired for exploration and mining through lease or purchase from the owners.
Tribal lands are those lands that are under control by sovereign Native American tribes. Areas that show promise for exploration and mining can be leased or joint ventured with the tribe controlling the land. The Company currently has no mining claims on private fee lands or public land controlled by another entity.
Government Regulation and Mining Claims
Mining operations and exploration activities are subject to various federal, state, provincial and local laws and regulations in the United States and in Canada, 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.
In the United States, the Federal government owns public lands that are administered by the Bureau of Land Management or the United States Forest Service. Ownership of the subsurface mineral estate can be acquired by staking a twenty (20) acre mining claim granted under the General Mining Law of 1872, as amended (the “General Mining Law”). The Federal government still owns the surface estate even though the subsurface can be controlled with a right to extract through claim staking. As we do not currently own mineral rights on U.S. public lands, our operations are not presently subject to administration by the Bureau of Land Management or the United States Forest Service. If we acquire mineral rights located on U.S. public lands in the future, we would then become subject to such administration since the Bureau of Land Management owns and controls the surface estate on U.S. public lands.
As discussed above, in order to obtain a Free Miner's Certificate, as required British Columbia, Canada under Section 8(1) of the B.C. Mineral Tenure Act (MTA), our Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust and registered with the Government of British Columbia.
We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to us and our mineral rights. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation both in the United States and Canada. We cannot predict the extent to which these requirements will affect us or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional operating and capital expenditures due to restrictions and delays in our exploration of our resource properties. Since we are still in the exploratory stage, we do not have enough information to know which permits will be required, the specific timeframe for obtaining them, or the cost of the permitting and bonding process.
Competition and Mineral Prices
We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Given the continual increase in the value of gold, the business of acquiring, developing and/or exploring gold properties is more competitive than ever before. Our competitors include companies with larger staffs, greater resources and equipment and, as such, those companies may be in a better position to compete for mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and, if we find mineral reserves, to achieve the financing necessary for us to extract the minerals. In order to effectively compete with such companies, we need to raise a significant amount of additional capital. The competitive nature of the operational and industry risks we face are discussed further in the item entitled “Risk Factors,” below.
R&D Expenditures and Intellectual Property
We are not currently conducting any research and development activities. We do not currently own any patents or trademarks. Also, we are not a party to any license or franchise agreements, concessions, royalty agreements or labor contracts arising from any patents or trademarks.
Employees
As of October 23, 2012, we had no employees other than our sole director and executive officer. We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our acquisition and exploration activities. If we locate mineral reserves in connection with our Adams Ridge Claims, we may need to engage additional contractors and consider the possibility of adding permanent employees.
We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of the risks presented below may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all such risk factors before investing in the Company. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.
RISKS ASSOCIATED WITH OUR BUSINESS
We Have a Limited Operating History with Significant Losses and Expect Losses
to Continue for the Foreseeable Future
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We have yet generated any revenues and have incurred material net losses for the past three fiscal years. We do not expect to generate revenues that will sustain our operations for the foreseeable future. Our profitability depends upon finding mineral reserves and our successful commercialization of those reserves. For further discussion regarding our financial operating results, see Item 7 below entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
There Are Doubts About Our Ability to Continue as a Going Concern
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Due to recurring losses and no revenues from operations, accumulated debt and insufficient cash reserves and limited alternative sources of capital to implement our business, we may not be able to continue operating. We have generated net losses since inception, and our cash resources are insufficient to meet our planned business objectives, which together raises doubt about our ability to continue as a going concern.
We May Not Be Able to Secure Additional Financing When and as Needed
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We need significant capital to conduct exploration activities at our Adams Ridge Claims. If we obtain sufficient funding to conduct such exploration activities and if mineral reserves are found, we may not have sufficient capital available to extract the mineral reserves. Production of mineral reserves will require skilled geologists, mappers, drillers, engineers and other technical personnel, which will require adequate funding.
Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding. If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing shareholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing shareholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.
Our Lack of Diversification Will Increase the Risk of an Investment in the Company, and Our Financial Condition and Results of Operations May Deteriorate If We Fail to Diversify.
Our business focus is on the mining of precious minerals industry in a limited number of claims in British Columbia, Canada. Larger companies have the ability to manage their risk by diversification. However, we lack diversification, in terms of both the nature and geographic scope of our business. As a result, we will likely be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified, enhancing our risk profile. If we do not diversify our operations, our financial condition and results of operations could deteriorate.
We May Not Have Access to the Supplies and Materials Needed for Exploration, Which Could Cause Delays or Suspension of Our Operations
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If we are able to commence exploration activities, competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of such activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times in our exploration programs. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower can be obtained.
An Unsuccessful Material Strategic Transaction or Relationship Could Result in Operating Difficulties and Other Harmful Consequences to Our Business
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We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions and relationships with third parties. From time to time, we may engage in discussions regarding potential acquisitions or joint ventures. Any of these transactions could be material to our financial condition and results of operations, and the failure of any of these material relationships and transactions may have a material negative financial impact on our business and our results of operations.
Subsequent to year ended July 31, 2010, the Company abandoned its mineral property interests and joint venture project with Trinity Alps Resources, Inc.
RISKS ASSOCIATED WITH OUR INDUSTRY
Environmental Controls Could Curtail or Delay Exploration and, If Mineral Reserves are Found, Development of
Our Mines and Impose Significant Costs on Us
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We are required to comply with numerous environmental laws and regulations imposed and enforced by foreign, federal, provincial, state and local authorities. At the federal level, legislation such as the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation Liability Act and the National Environmental Policy Act impose effluent and waste standards, performance standards, air quality and emissions standards and other design or operational requirements for various components of mining and mineral processing, including gold and silver mining and processing. In addition, insurance companies are now requiring additional cash collateral from mining companies in order for the insurance companies to issue a surety bond. This addition of cash collateral for a bond could have a significant impact on our ability to bring properties into production.
Many states have also adopted regulations that establish design, operation, monitoring, and closing requirements for mining operations. Under these regulations, mining companies are required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of mining operations. Additionally, Nevada and other states require mining operations to obtain and comply with environmental permits, including permits regarding air emissions and the protection of surface water and groundwater. Although we believe that the mining properties we currently have an interest in are in compliance with applicable federal and state environmental laws, changes in those laws and regulations may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, and if we find mineral reserves, development and production activities. Any of these results could force us to curtail or cease our business operations.
Development and Operation of Mining Projects Involve Numerous
Uncertainties
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Mine development projects typically require a number of years and significant expenditures during the development phase before production is possible.
Mining development projects are subject to the completion of successful feasibility studies, issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:
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estimation of reserves;
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anticipated metallurgical recoveries;
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future gold and silver prices; and
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anticipated capital and operating costs of such projects.
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If mineral reserves are found, our mine development projects may have limited relevant operating history upon which to base estimates of future operating costs and capital requirements. Estimates of proven and probable reserves and operating costs determined in feasibility studies are based on geologic and engineering analyses.
Any of the following events, among others, could affect the profitability or economic feasibility of a project:
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unanticipated changes in grade and tonnage of material to be mined and processed;
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unanticipated adverse geotechnical conditions;
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incorrect data on which engineering assumptions are made;
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costs of constructing and operating a mine in a specific environment;
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availability and cost of processing and refining facilities;
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availability of economic sources of power;
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adequacy of water supply;
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adequate access to the site;
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unanticipated transportation costs;
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government regulations (including regulations relating to prices, royalties, duties, taxes, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands);
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fluctuations in metal prices; and
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accidents, labor actions and force majeure events.
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Any of the above referenced events may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities. Any of these results could force us to curtail or cease our business operations.
Mineral Exploration is Highly Speculative, Involves Substantial Expenditures,
and is Frequently Non-Productive
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Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. Few prospects that are explored end up being ultimately developed into producing mines. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. We cannot assure you that our mineral exploration efforts will be successful. The risks associated with mineral exploration include:
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the identification of potential economic mineralization based on superficial analysis;
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the quality of our management and our geological and technical expertise; and
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the capital available for exploration and development.
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Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Because of these uncertainties, our current and future exploration programs may not result in the discovery of reserves, the expansion of our existing reserves or the further development of our mines.
The Prices of Gold and Silver are Highly Volatile And A Decrease in the
Price of Gold or Silver Would Have A Material Adverse Effect on Our Business
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The profitability of mining operations is directly related to the market prices of metals. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations of metals from the time development of a mine is undertaken to the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop one or more of our mining properties at a time when the price of metals makes such exploration economically feasible and, subsequently, incur losses because the price of metals decreases. Adverse fluctuations of the market prices of metals may force us to curtail or cease our business operations.
Insurance Costs Could Have an Adverse Effect on Our Profitability
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Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because of inclement weather and industrial accidents. Although maintenance of insurance to ameliorate some of these risks is part of our proposed exploration program associated with those mining properties we have an interest in, such insurance may not be available at economically feasible rates or in the future be adequate to cover the risks and potential liabilities associated with exploring, owning and operating our properties. Either of these events could cause us to curtail or cease our business operations.
Due to the Uncertain Nature of Exploration, There is a Substantial Risk That We May Not Find Economically Exploitable Reserves of Gold and/or Silver
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The search for valuable minerals is an extremely risky business. We do not know whether the claims and properties that we have optioned contain commercially exploitable reserves of gold and/or silver. The likelihood of success must be considered in light of the costs, difficulties, complications, problems and delays encountered in connection with the exploration of mineral properties. These potential problems include, but are not limited to, additional costs and unanticipated delays and expenses that may exceed current estimates.
Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop the property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.
The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.
We Face Significant Competition in the Mineral Exploration Industry
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We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of exploration properties and leases on prospects and properties and in connection with the recruitment and retention of qualified personnel. Such competition may result in our being unable to acquire interests in economically viable gold and silver exploration properties or qualified personnel.
Our Applications for Exploration Permits May Be Delayed or May Be Denied in the Future
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Exploration activities usually require the granting of permits from various governmental agencies. For exploration drilling on unpatented mineral claims, a drilling plan must be filed with the Bureau of Land Management or the United States Forest Service, which may then take several months or more to grant the requested permit. Similar permits are required in Canada. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. With all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits or the refusal to grant required permits may not be granted at all, all of which may cause delays and unanticipated costs in conducting planned exploration activities. Any such delays or unexpected costs in the permitting process could result in serious adverse consequences to the price of our stock and to the value of your investment.
RISKS ASSOCIATED WITH OUR COMMON STOCK
Our Common Stock Is Quoted on the OTCBB, Which May Have an Unfavorable Impact on Our Stock Price and Liquidity.
Our common stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”). The OTCBB is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The OTCBB market is an inter-dealer market much less regulated than the major exchanges and, therefore, our traded shares of common stock are subject to abuses, volatility and shorting. Thus, there is currently no broadly followed and established trading market for our common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there, which may make it difficult to sell your shares of our common stock within any particular time period, for an acceptable price, or at all. Our common stock is considered highly speculative and there is no certainty that our common stock will continue to be listed for trading on the OTCBB or on any other form of quotation system or stock exchange.
The Market Price of Our Common Stock is Highly Volatile, Which Could Hinder Our
Ability to Raise Additional Capital
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The market price of our common stock has been and is expected to continue to be highly volatile. Factors, including regulatory matters, concerns about our financial condition, operating results, litigation, government regulation, developments or disputes relating to agreements, title to our properties or proprietary rights, may have a significant impact on the market price of our stock. In addition, potential dilutive effects of future sales of shares of common stock by shareholders and by us, and subsequent sale of common stock by the holders of warrants and options could have an adverse effect on the price of our securities, which could hinder our ability to raise additional capital to fully implement our business, operating and development plans.
Penny Stock Regulations Affect Our Stock Price, Which May Make It More
Difficult For Investors to Sell Their Stock
.
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). 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 that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also 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 customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our securities are subject to the penny stock rules, and investors may find it more difficult to sell their securities.
The Existence of Indemnification Rights to Our Directors and Officers May Result in Substantial Expenditures by the Company and May Discourage Lawsuits Against Our Directors and Officers.
Our organizational documents contain provisions that limit the liability of our Directors for monetary damages and provide for indemnification of our executive officers and Directors. These provisions may discourage shareholders from bringing a lawsuit against our Directors and officers for breaches of fiduciary duty and may also reduce the likelihood of derivative litigation against our Directors and officers even though such action, if successful, might otherwise have benefited the shareholders. In addition, a shareholder’s investment in the Company may be adversely affected to the extent that costs of settlement and damage awards against our officers or Directors are paid by the Company pursuant to the indemnification provisions in the Company’s governing documents. The impact on a shareholder’s investment in terms of the cost of defending a lawsuit may deter the shareholder from bringing suit against one of our officers or directors. We have been advised that the United States Securities and Exchange Commission (“SEC”) takes the position that these provisions do not affect the liability of any officer or director under applicable federal and state securities laws.
ITEM
1B. UNRESOLVED STAFF COMMENTS
None.
Business Offices
On October 1, 2009, the Company entered into an operating lease agreement for office space with an unrelated third party. The quarterly lease rate was $319. Rent expense for the year ended July 31, 2010, was $1,317. The Company terminated this lease commitment in May 2010.
Shortly thereafter, the Company made arrangements to use space occupied by Mr. James Vandeberg, Director and officer of the Company. The Company paid $500 per month for use of this space as its principal corporate offices from January 1, 2011 to July 31, 2011. Since then Mr. Vandeberg has been donating his office space for use by the Company. The Company plans to use space provided by Mr. Vandeberg until it is no longer suitable for its operations or circumstances demand otherwise.
ITEM
3. LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal proceedings against us or our officers and directors in their capacity as such.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of our shareholders during the fourth quarter of fiscal year ended July 31, 2012.
ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock has traded on the Over-the-Counter Bulletin Board (“OTCBB”) since October 12, 2009, initially under the symbol “CENI.OB”. Our common stock currently trades under the symbol “AMNP.OB.” The following table represents the range of the high and the low closing prices, as quoted on the OTC Bulletin Board for each fiscal quarter during the fiscal years ended July 31, 2012 and July 31, 2011, respectively. These quotations represent prices between dealers, and may not include retail mark-ups, markdowns or commissions, and may not necessarily represent actual transactions.
|
Fiscal year ended July 31, 2012
|
|
High Bid
|
|
|
Low Bid
|
|
|
October 31, 2011
|
|
$
|
0.38
|
|
|
$
|
0.23
|
|
|
January 31, 2012
|
|
$
|
0.19
|
|
|
$
|
0.04
|
|
|
April 30, 2012
|
|
$
|
0.08
|
|
|
$
|
0.03
|
|
|
July 31, 2012*
|
|
$
|
0.20
|
|
|
$
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
*The Company effectuated a 1:15 stock split on June 15, 2012.
|
|
|
|
|
|
|
Fiscal year ended July 31, 2011
|
|
High Bid
|
|
|
Low Bid
|
|
|
October 31, 2010
|
|
$
|
0.14
|
|
|
$
|
0.05
|
|
|
January 31, 2011
|
|
$
|
0.76
|
|
|
$
|
0.65
|
|
|
April 30, 2011
|
|
$
|
0.41
|
|
|
$
|
0.34
|
|
|
July 31, 2011
|
|
$
|
0.20
|
|
|
$
|
0.16
|
|
Dividends
We have neither declared nor paid any cash dividends on our capital stock and do not anticipate paying cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance our operations. Our Board of Directors will determine future declaration and payment of dividends, if any, in light of our then-current financial condition.
Securities Authorized for Issuance under Equity Compensation Plans
As of July 31, 2012, we have not granted any stock options or authorized securities for issuance under an equity compensation plan.
Holders
As of October 23, 2012, we had approximately 10 holders of record of common stock and
6,391,740
shares of our common stock were issued and outstanding, with no additional shares reserved for issuance.
Recent Sales of Unregistered Securities
There were no sales of unregistered securities during the year ending July 31, 2012.
ITEM
6. SELECTED FINANCIAL DATA
This information is not required because we are a smaller reporting company.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. Our primary business focus is to acquire, explore and develop gold properties in North America. As discussed previously in this Annual Report, we recently acquired six mineral claims in the Adams Ridge area of British Columbia. The Adams Ridge Claims are the only claims we own. We are in the exploration stage with limited operating history and no revenues from our business activities.
On May 19, 2009, we conducted a 40:1 forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 50,000,000 shares of common stock, $0.001 par value per share, to 2,000,000,000 shares of common stock, $0.001 par value per share.
On May 30, 2012, we conducted a one (1) new for fifteen (15) old reverse stock split of our issued and outstanding shares of common stock on the Over-the-Counter Bulletin Board. As a result, our authorized capital decreased from 2,000,000,000 shares of common stock to 133,333,334 shares of common stock and the issued and outstanding decreased from 91,253,626 shares of common stock to 6,391,730 shares of common stock, all with a par value of $0.001. Unless specifically stated otherwise, all share amounts referenced in this Item 7 will refer to post-forward stock split share amounts.
For additional information on our business, please see Part 1, Item 1 “Business Overview” of this Annual Report.
The following is a discussion and analysis of our plan of operation for the year ended July 31, 2012, and the factors that could affect our future financial condition and plan of operation.
Going Concern Consideration
The Company’s financial statements in this Annual Report have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has no revenues and has accumulated losses since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern.
The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity and/or debt financing, and the attainment of profitable operations. The financial statements contained in this Annual Report do not include any adjustments related to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.
Due to the doubt about our ability to continue as a going concern, we may in the future explore new business opportunities that we believe would be beneficial to our stockholders. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our acquisition and exploration activities, our business may fail and our stockholders may lose some or all of their investment.
Impact of Inflation
Since our inception in 2007, inflation has not had a material effect on our revenues.
Recent Accounting Pronouncements
Disclosure regarding recent accounting pronouncements is contained in Note 12 to our Notes to Financial Statements contained in this Annual Report, which disclosure is incorporated herein by reference.
CRITICAL ACCOUNTING POLICIES
Mineral property acquisition, exploration and related costs are expensed as incurred unless proven and probable reserves exist and the property may commercially be mined. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and develop the property for production, may be capitalized. Interest costs, if any, allocable to the cost of developing mining properties and to constructing new facilities are capitalized until operations commence. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. All such capitalized costs, and estimated future development costs, are then amortized using the units-of-production method over the estimated life of the ore body. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.
Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value. The Company currently does not have any capitalized mining costs and therefore no adjustments are needed.
See also Note 1 to the Notes to the Financial Statements included in this Annual Report, which disclosure is incorporated herein by reference.
RESULTS OF OPERATIONS
For ease of presentation in the following discussions of “Results of Operations” and “Liquidity and Capital Resources,” we round amounts less than one million dollars to the nearest thousand dollars and amounts greater than one million dollars to the nearest hundred thousand dollars.
Fiscal Year Ended July 31, 2012 Compared to Fiscal Year Ended July 31, 2011
Revenues
We generated no revenues during the years ended July 31, 2012 and July 31, 2011, respectively, and do not anticipate generating any revenues unless we are successful at locating commercial quantities of minerals on one or more of our Adams Ridge Claims sites, and are able to successfully extract and sell such minerals.
Net Loss
We had a net loss of $78,000 for the fiscal year ended July 31, 2012, as compared to a net gain of $276,000, for the fiscal year ended July 31, 2011. The net loss in the fiscal year ended July 31, 2012, was due to lack of revenue. The gain in 2011 resulted from forgiveness of debt.
Operating Expenses
We continued to experienced an overall decrease in our year-to-year operating expenses, which was attributable to the transactional costs related to the change in our business to a mineral exploration and development company that occurred in the fiscal year ended July 31, 2010, with no such material change to our business operations occurring during the fiscal year ended July 31, 2012.
Our operating expenses totaled $60,000 in the year ended July 31, 2012, as compared to $167,000 in the year ended July 31, 2011. The difference is attributable to reduced activities.
Our rent expenditures for the year ended July 31, 2012, totaled $0, as compared to rent expenditures of $5,500 during the period from September 2010 to July 2011. Mr. Vandeberg is currently donating use of his offices to us due to our limited cash reserves.
Interest Expense
We had total interest expense of $8,000 in the year ended July 31, 2012, compared to $6,000 in the year ended July 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2012, we had current assets totaling $259.00 ($259.00 in cash) and total liabilities of $60,000 (all of current liabilities). Our current liabilities at July 31, 2012, consisted of accounts payable and accrued expenses of $11,000, $4,000 of related party loans $35,000 of a note payable and $9,000 of convertible notes payable. With very low cash reserves, and a working capital deficit of $5.3 million, we do not have sufficient sources of funding to enable us to carry out our stated plan of operations over the next twelve months.
In order to continue operating, we are taking steps to raise additional financing through the issuance of debt and/or equity securities, as well as exploring other options, including the possibility of entering into a strategic arrangement with a third party.
The following table shows our cash flow for the fiscal years ended July 31, 2012 and 2011, respectively.
|
|
Year Ended
|
|
|
July 31,
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by (Used in) Operating Activities
|
|
$
|
(62,118
|
)
|
|
|
(49,470
|
)
|
|
Net Cash Provided by (Used in) Investing Activities
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
51,521
|
|
|
|
45,000
|
|
|
Net Increase (Decrease) in Cash
|
|
$
|
(10,597
|
)
|
|
|
(4,470
|
)
|
Cash from Operating Activities
The increase in negative net cash flows of $12,648 was primarily due to a net loss in 2012. The net gain of $276,000 in the fiscal year ended July 31, 2011 was attributed to the forgiveness of $478,000 in indebtedness owed to a former officer of the Company.
Investing Activities
We did not make any investments in mineral properties in the fiscal year ended July 31, 2012.
Cash from Financing Activities
Our net cash flow from financing activities during the fiscal year ended July 31, 2012 was $51,521, as compared to $45,000 in the fiscal year ended July 31, 2011. We need to source additional funding from outside of the Company in order to continue operating. If equity financing is used, our stockholders will experience dilution of their ownership interests in the Company.
On October 12, 2009, we entered into a Share Issuance Agreement with Tobermory Holding Ltd. (“Tobermory”) wherein Tobermory has agreed to advance up to $6,000,000 to us until December 31, 2011. While we have arranged for advances of up to $6,000,000 from Tobermory, and while we have received advances for $300,000 from the date of the Share Issuance Agreement to November 10, 2009, there can be no assurances that we will receive any further funds from Tobermory. For further discussion regarding the Tobermory financing arrangement see Note 10 to our Notes to Financial Statements contained in this Annual Report, which disclosure is incorporated herein by reference.
Moving forward, we plan to seek out additional debt and/or equity financing to pay costs and expenses associated with our filing requirements with the Securities and Exchange Commission and conduct our exploration activities. We anticipate that we will need at least approximately $25,000 in financing within the next six months. The sale of additional equity securities, if undertaken by the Company and if accomplished, may result in dilution to our stockholders. We cannot assure you, however, that future financing will be available in amounts or on terms acceptable to us, or at all. If we are unable to secure adequate capital to resume our exploration efforts, it will have a material adverse affect on our financial position, our business may fail and our stockholders may lose some or all of their investment.
Mineral Properties
Adams Ridge Project
In November 2010, we acquired a 100% undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for us by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act. These claims have been registered with the Government of British Columbia. For additional disclosure pertaining to the Adams Ridge Claims, see above under Item 1 (Description of Business) and Note 1 to our Notes to Financial Statements contained in this Annual Report, which disclosure is incorporated herein by reference.
Purchase or Sale of Equipment
We do not expect to purchase or sell any plant or significant equipment.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM
7(A). QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are not required to provide disclosure under this item because we are a smaller reporting company.
ITEM
8. FINANCIAL STATEMENTS
Our financial statements for the fiscal years ended July 31, 2012 and July 31, 2011 appear beginning at page F-1 of this Annual Report.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our executive officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report. Based on this evaluation, he concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended, (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting and, as such, are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our executive officer’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met (see the section below in this Item 9A entitled
Limitations on the Effectiveness of Internal Controls
).
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) that occurred during the three months ended July 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our executive officer does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our executive officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
This report of our executive officer shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
ITEM
9B. OTHER INFORMATION
None.
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Executive Officers and Directors
The following table sets forth the names and ages of our current director and executive officer and any directors or executive officers that served with us in the period covered by this Annual Report, and the positions held by each person. There are no family relationships among our directors and executive officers.
To our knowledge, our Director and executive officer has not been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past five (5) years.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
|
|
James Vandeberg
|
|
68
|
|
Sole Executive Officer and Director
|
James Vandeberg.
Mr. Vandeberg was appointed to serve as a Director of the Company on September 16, 2010, and was elected by the Board of Directors to serve as the sole executive officer of the Company on October 20, 2010. He has been an attorney practicing in Seattle, Washington since 1996. He specializes in corporate finance with an emphasis on securities and acquisitions. Prior to practicing in Seattle, he was corporate counsel and secretary to Denny’s Inc. and Carter Hawley Hales Stores, Inc., each listed on the NYSE. He graduated from NYU Law School in 1969 where he was a Root-Tilden Scholar and holds a BA degree in accounting from the University of Washington. Mr. Vandeberg is a director of American Sierra Gold Corp., REGI US, Inc., IAS Energy, Inc. and ASAP Holdings, Inc., all of which are publicly reporting companies with capital stock traded on the OTCBB.
Nominations to the Board of Directors
There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
Board
Committees
Since our Board of Directors currently consists of one member, we do not have any Board committees. As such, we have no separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, our Director acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act. In addition, our Director does not currently meet the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. Due to our small size, limited resources and capital constraints, we have not been in a position to recruit additional persons to serve on our Board of Directors and we will not be in a position to do so until we begin to generate revenue.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of a registered class of our securities to file reports of change of ownership with the SEC and furnish us with copies of all such Section 16(a) forms that are filed.
To our knowledge, based solely on review of the copies of such reports furnished to us for the year ended July 31, 2012, one (1) Form 4 report required to be filed by Mr. Wayne Gruden was not filed.
Code of Ethics
Due to our small size and limited resources, and the fact that we have one person serving as the sole Director and executive officer, we have not yet adopted a code of ethics that applies to our principal executive officer and principal accounting officer.
ITEM
11. EXECUTIVE COMPENSATION
Summary Compensation
As discussed above, since our Board of Directors currently consists of one member, we have not established a separate compensation committee, nor therefore do we have a compensation committee charter. Instead, our Director approves executive compensation policies and practices for himself as sole executive officer of the Company. The primary goal of our executive compensation policy is to closely align the interests of the shareholders with that of our executive officers. As such, our Director considers the important link between the Company’s financial condition, which impacts our shareholders, and the level of his compensation.
The following table sets forth information regarding all forms of compensation received by the named executive officers during the fiscal years ended July 31, 2012, and July 31, 2011, respectively:
|
Name and
Principal
Position
|
|
Year
Ended
July 31
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
|
James Vandeberg
Sole Officer
(1)
|
|
2012
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
|
|
2011
|
|
$
|
55,000
|
|
|
$
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Compensation of Directors
Our Director receives reimbursement for reasonable out-of-pocket expenses for his activities as the Director of the Company and for promoting our business. From time to time we may engage him to perform services on our behalf. In such cases, we will compensate him for his services at rates no more favorable than could be obtained from unaffiliated parties. Our Director has not received any compensation from the Company for the fiscal years ended July 31, 2012 and 2011, respectively.
Option Grants and Exercises
We have no equity incentive plan and have not granted stock options or stock awards to any person.
Employment Agreements
We do not have any employment, consulting, change-of-control or severance agreements with our executive officer.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table sets forth information with respect to the beneficial ownership of our common stock as of October 23, 2012, by our director and executive officer, as well as each person (or group of affiliated persons) who is known by us to beneficially own 5% or more of our common stock. On October 23, 2012, we had 6,391,740
issued and outstanding shares of common stock.
The percentages of common stock beneficially owned are reported on the basis of regulations of the United States Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under these regulations, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned.
|
Person or Group
|
|
Number of Shares of Common Stock
|
|
Percent
|
|
|
James Vandeberg
, sole executive officer and director
c/o American Sierra Gold Corp.
1218 Third Avenue, Suite 505
Seattle, WA 98101
|
|
|
1,986,667
|
|
31
|
%
|
|
|
|
|
|
|
|
|
|
All Directors and Executive Officers as a Group (1 person)
|
|
|
1,986,667
|
|
31
|
%
|
Changes in Control
There are no understandings or agreements known by management at this time that would result in a change in control of the Company.
Securities Authorized for Issuance Under Equity Compensation Plans
We have no equity incentive plan.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
We have not entered into any reportable transaction nor are there any proposed reportable transactions in which our director and executive officer, shareholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest. The Company has, however, received funds in the form of loans from its former directors and officers as disclosed in Notes 4 and 9 of the Notes to Financial Statements attached hereto, which disclosure is incorporated herein by reference.
Director Independence
We have only one person serving as our sole Director and executive officer, and he is therefore not deemed to be independent under Rule 4200 of the National Association of Securities Dealers’ (NASD) listing standards for determining director independence. We may seek out independent directors in the future if we are able to develop our business as planned, including generating revenue from our operations.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The firm of Thomas J. Harris, CPA currently serves as our independent registered public accounting firm. Our Board of Directors, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the shareholders. Our Board of Directors considered the audit fees, audit-related fees, tax fees and other fees paid to our accountants, as disclosed below, and had determined that the payment of such fees is compatible with maintaining the independence of the accountants.
We do not currently have an audit committee, so our full Board of Directors serves the functions of an audit committee.
Our financial statements for the fiscal years ended July 31, 2012 and July 31, 2011, respectively, were audited by Thomas J. Harris, CPA.
Audit Fees
The aggregate fees paid to Thomas J. Harris, CPA for the audit of our annual financial statements included in our annual reports for the years ended July 31, 2012 and July 31, 2011 and the review of our quarterly reports for such years amounted to $15,000 for fiscal 2012 and $5,250 for fiscal 2011.
Audit Related Fees
For the fiscal year ended July 31, 2012, we paid no audit related fees to either Thomas J. Harris, CPA.
Tax Fees
For the fiscal years ended July 31, 2012, and July 31, 2011, there were no fees billed to us for tax services by Thomas J. Harris, CPA.
All Other Fees
For the fiscal years ended July 31, 2012, and July 31, 2011, there were no fees billed to us by Thomas J. Harris, CPA for accounting services other those described above. There have been no non-audit services provided by our independent registered accountants for the fiscal year ended July 31, 2012.
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
See the index to the financial statements at the end of this Annual Report.
Exhibits
The Exhibit Index attached to this Annual Report is incorporated by reference under this Item 15.
Certain of the agreements filed as exhibits to this Annual Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
|
·
|
may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
|
|
·
|
may apply standards of materiality that differ from those of a reasonable investor; and
|
|
·
|
were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
|
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized.
|
|
AMERICAN SIERRA GOLD CORP.
|
|
|
|
|
|
|
|
|
Date: October 29, 2012
|
|
By:
|
/s/ James Vandeberg
|
|
|
|
|
Name: James Vandeberg
|
|
|
|
|
Title: Principal Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
October 29, 2012
|
|
By:
|
/s/ James Vandeberg
|
|
|
|
|
Name: James Vandeberg
|
|
|
|
|
Title: Principal Accounting and Financial Officer
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
/s/ James Vandeberg
|
|
|
|
October 29, 2012
|
|
James Vandeberg
|
|
Principal Executive Officer, Principal Accounting and Financial Officer and sole Director
|
|
|
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(
An Exploration Stage Enterprise
)
Index to Financial Statements
JULY 31, 2012, AND 2011
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
|
|
|
Balance Sheets:
|
|
|
As of July 31, 2011, and 2012
|
F-3
|
|
|
|
|
Statements of Operations:
|
|
|
For the fiscal years ended July 31, 2011 and 2012
|
F-4
|
|
|
|
|
Statement of Retained Earnings (Deficit):
|
|
|
As of July 31, 2011 and 2012
|
F-5
|
|
|
|
|
Statements of Cash Flows:
|
|
|
For the fiscal years ended July 31, 2011 and 2012
|
F-6
|
|
|
|
|
Notes to Financial Statements
|
|
|
July 31, 2012
|
F-7
|
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
Seattle, WA
We have audited the balance sheets of AMERICAN SIERRA GOLD CORP. (FORMERLY C.E. ENTERTAINMENT, INC.) an exploration stage company, as at JULY 31, 2012 and 2011, the statements of earnings and deficit, stockholders’ deficiency and cash flows for the years then ended and the period from inception January 30, 2007 to JULY 31, 2012. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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, the financial statements referred to above present fairly, in all material respects, the financial position of AMERICAN SIERRA GOLD CORP. (FORMERLY C.E. ENTERTAINMENT, INC.) an exploration stage company, as of JULY 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended, including the period from inception January 30, 2007 to July 31, 2012, in conformity with generally accepted accounting principles accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 2, the company’s significant operating losses, working capital deficiency and need for new capital raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Thomas J. Harris
Thomas J Harris, CPA
Seattle, WA
October 24, 2012
|
AMERICAN SIERRA GOLD CORP.
|
|
(FORMERLY C.E. ENTERTAINMENT, INC.)
|
|
(An Exploration Stage Enterprise)
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
10,856
|
|
|
$
|
259
|
|
|
Prepaid expenses
|
|
|
2,500
|
|
|
|
-
|
|
|
Total current assets
|
|
|
13,356
|
|
|
|
259
|
|
|
|
|
|
Other Assets
|
|
|
Mining Claims
|
|
|
-
|
|
|
|
-
|
|
|
Website software
|
|
|
10,573
|
|
|
|
-
|
|
|
Total Other Assets
|
|
|
10,573
|
|
|
|
-
|
|
|
Total assets
|
|
$
|
23,929
|
|
|
$
|
259
|
|
|
|
|
|
LIABILITIES
|
|
|
Current liabilities:
|
|
|
Accounts payable and accrued expense
|
|
$
|
7,895
|
|
|
$
|
11,484
|
|
|
Related party loans
|
|
|
-
|
|
|
|
3,771
|
|
|
Note payable
|
|
|
-
|
|
|
|
35,000
|
|
|
Convertible Notes Payable
|
|
|
-
|
|
|
|
9,250
|
|
|
Total current liabilities
|
|
|
7,895
|
|
|
|
59,505
|
|
|
|
|
|
Long-term liabilities:
|
|
|
Convertible Notes Payable
|
|
|
45,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities
|
|
|
45,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
52,895
|
|
|
|
59,505
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
Common stock, $.001 par value, 133,333,334 authorized,
68,201,843 and 6,391,730 shares issued and outstanding
|
|
|
68,201
|
|
|
|
6,392
|
|
|
Capital in excess of par value
|
|
|
5,034,241
|
|
|
|
5,194,550
|
|
|
Stock subscription payable
|
|
|
50,000
|
|
|
|
-
|
|
|
Deficit accumulated during the development stage
|
|
|
(5,181,408
|
)
|
|
|
(5,260,188
|
)
|
|
Total stockholders' equity
|
|
|
(28,966
|
)
|
|
|
(59,246
|
)
|
|
Total liabilities and stockholders' deficit
|
|
$
|
23,929
|
|
|
$
|
259
|
|
The accompanying notes are an integral part of these statements.
|
AMERICAN SIERRA GOLD CORP.
|
|
(FORMERLY C.E. ENTERTAINMENT, INC.)
|
|
(An Exploration Stage Enterprise)
|
|
Statements of Operations
|
|
Audited
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Sales
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
General and administrative expenses:
|
|
|
Exploration costs
|
|
|
-
|
|
|
|
-
|
|
|
|
4,880
|
|
|
Consulting
|
|
|
82,827
|
|
|
|
3,344
|
|
|
|
223,671
|
|
|
Insurance
|
|
|
11,414
|
|
|
|
-
|
|
|
|
29,802
|
|
|
Investor relations
|
|
|
3,103
|
|
|
|
5,640
|
|
|
|
114,649
|
|
|
Legal fees
|
|
|
67,118
|
|
|
|
16,866
|
|
|
|
290,668
|
|
|
Tax and license
|
|
|
1,272
|
|
|
|
1,923
|
|
|
|
11,938
|
|
|
Bank charges
|
|
|
357
|
|
|
|
272
|
|
|
|
2,106
|
|
|
Accounting
|
|
|
18,949
|
|
|
|
22,904
|
|
|
|
92,117
|
|
|
Other office and miscellaneous
|
|
|
11,660
|
|
|
|
9,256
|
|
|
|
51,423
|
|
|
Total operating expenses
|
|
|
196,700
|
|
|
|
60,205
|
|
|
|
821,254
|
|
|
(Loss) from operations
|
|
|
(196,700
|
)
|
|
|
(60,205
|
)
|
|
|
(821,254
|
)
|
|
|
|
|
Other income (expense):
|
|
|
Interest income
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
Forgiveness of debt
|
|
|
478,300
|
|
|
|
-
|
|
|
|
478,300
|
|
|
Loss on write-off of mineral properties
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,851,271
|
)
|
|
Loss on write-off of website software
costs
|
|
|
-
|
|
|
|
(10,573
|
)
|
|
|
(12,840
|
)
|
|
Investment losses
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,269
|
)
|
|
Interest (expense)
|
|
|
(6,028
|
)
|
|
|
(8,002
|
)
|
|
|
(31,854
|
)
|
|
Income/(Loss) before taxes
|
|
|
275,572
|
|
|
|
(78,780
|
)
|
|
|
(5,260,188
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision/(credit) for taxes on income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Net Income/(loss)
|
|
$
|
275,572
|
|
|
$
|
(78,780
|
)
|
|
$
|
(5,260,188
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings/(loss) per common share
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
Weighted average number of shares outstanding
|
|
|
68,201,843
|
|
|
|
6,391,730
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
|
AMERICAN SIERRA GOLD CORP.
|
|
(FORMERLY C.E. ENTERTAINMENT, INC.)
|
|
(An Exploration Stage Enterprise)
|
|
Statement of Retained Earnings/(Deficit)
|
|
Audited
|
|
|
|
Common Stock
|
|
|
Additional Paid
|
|
|
Additional Paid in Capital -
|
|
|
Subscriptions
|
|
|
(Deficit) Accumulated During the
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
in Capital
|
|
|
Warrants
|
|
|
Received
|
|
|
Development Stage
|
|
|
Totals
|
|
|
Balance, January 30, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Common stock issued
|
|
|
52,000,000
|
|
|
|
52,000
|
|
|
|
(39,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
13,000
|
|
|
Common stock issued
|
|
|
30,400,000
|
|
|
|
30,400
|
|
|
|
7,600
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
38,000
|
|
|
Net (loss) for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(16,176
|
)
|
|
|
(16,176
|
)
|
|
Balance, July 31, 2007
|
|
|
82,400,000
|
|
|
|
82,400
|
|
|
|
(31,400
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(16,176
|
)
|
|
|
34,824
|
|
|
Net (loss) for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(51,974
|
)
|
|
|
(51,974
|
)
|
|
Balance, July 31, 2008
|
|
|
82,400,000
|
|
|
|
82,400
|
|
|
|
(31,400
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(68,150
|
)
|
|
|
(17,150
|
)
|
|
Common stock subscribed
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
137,469
|
|
|
|
-
|
|
|
|
137,469
|
|
|
Net (loss) for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(42,980
|
)
|
|
|
(42,980
|
)
|
|
Balance, July 31, 2009
|
|
|
82,400,000
|
|
|
|
82,400
|
|
|
|
(31,400
|
)
|
|
|
-
|
|
|
|
137,469
|
|
|
|
(111,130
|
)
|
|
|
77,339
|
|
|
Common stock cancelled
|
|
|
(19,000,000
|
)
|
|
|
(19,000
|
)
|
|
|
19,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Adjustment for common stock subscribed
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31
|
|
|
|
-
|
|
|
|
31
|
|
|
Common stock issued for subscribed shares
|
|
|
100,000
|
|
|
|
100
|
|
|
|
74,900
|
|
|
|
-
|
|
|
|
(75,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Common stock issued for subscribed shares
|
|
|
83,334
|
|
|
|
83
|
|
|
|
6,266
|
|
|
|
56,151
|
|
|
|
(62,500
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Adjustment for common stock subscribed
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
50,000
|
|
|
Common stock issued
|
|
|
250,000
|
|
|
|
250
|
|
|
|
99,750
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
100,000
|
|
|
Common stock issued
|
|
|
348,837
|
|
|
|
348
|
|
|
|
32,358
|
|
|
|
267,294
|
|
|
|
-
|
|
|
|
-
|
|
|
|
300,000
|
|
|
Common stock issued for mineral property
|
|
|
2,000,000
|
|
|
|
2,000
|
|
|
|
1,658,000
|
|
|
|
1,854,942
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,514,942
|
|
|
Common stock issued for finder services
|
|
|
300,000
|
|
|
|
300
|
|
|
|
248,700
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
249,000
|
|
|
Common stock issued
|
|
|
819,672
|
|
|
|
820
|
|
|
|
51,891
|
|
|
|
447,289
|
|
|
|
-
|
|
|
|
-
|
|
|
|
500,000
|
|
|
Common stock issued for mineral property
|
|
|
100,000
|
|
|
|
100
|
|
|
|
49,900
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
|
Common stock issued
|
|
|
800,000
|
|
|
|
800
|
|
|
|
92,704
|
|
|
|
106,496
|
|
|
|
-
|
|
|
|
-
|
|
|
|
200,000
|
|
|
Net (loss) for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,345,850
|
)
|
|
|
(5,345,850
|
)
|
|
Balance, July 31, 2010
|
|
|
68,201,843
|
|
|
|
68,201
|
|
|
|
2,302,069
|
|
|
|
2,732,172
|
|
|
|
50,000
|
|
|
|
(5,456,980
|
)
|
|
|
(304,538
|
)
|
|
Net (loss) for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
275,572
|
|
|
|
275,572
|
|
|
Balance, July 31, 2011
|
|
|
68,201,843
|
|
|
|
68,201
|
|
|
|
2,302,069
|
|
|
|
2,732,172
|
|
|
|
50,000
|
|
|
|
(5,181,408
|
)
|
|
|
(28,966
|
)
|
|
Common stock issued
|
|
|
23,051,783
|
|
|
|
23,052
|
|
|
|
25,448
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,500
|
|
|
Reverse stock split of 1:15
|
|
|
(84,861,896
|
)
|
|
|
(84,861
|
)
|
|
|
2,867,033
|
|
|
|
(2,732,172
|
)
|
|
|
(50,000
|
)
|
|
|
-
|
|
|
|
-
|
|
|
net (loss) for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(78,780
|
)
|
|
|
(78,780
|
)
|
|
Balance, July 31, 2012
|
|
|
6,391,730
|
|
|
$
|
6,392
|
|
|
$
|
5,194,550
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
(5,260,188
|
)
|
|
$
|
(59,246
|
)
|
The accompanying notes are an integral part of these statements.
|
AMERICAN SIERRA GOLD CORP.
|
|
(FORMERLY C.E. ENTERTAINMENT, INC.)
|
|
(An Exploration Stage Enterprise)
|
|
Statements of Cash Flows
|
|
Audited
|
|
|
|
Year Ended
July 31,
2011
|
|
|
Year Ended
July 31,
2012
|
|
|
Cumulative,
Inception,
January 30,
2007 Through
July 31,
2012
|
|
|
Cash flows from operating activities:
|
|
|
Net income (loss)
|
|
$
|
275,572
|
|
|
$
|
(78,780
|
)
|
|
$
|
(5,260,188
|
)
|
|
|
|
Adjustments to reconcile net (loss) to cash
provided (used) by developmental stage activities:
|
|
|
Amortization
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Loss on write off of mineral property
|
|
|
-
|
|
|
|
-
|
|
|
|
4,851,271
|
|
|
Loss on write off of website
|
|
|
-
|
|
|
|
10,573
|
|
|
|
15,673
|
|
|
Loss on joint venture
|
|
|
-
|
|
|
|
-
|
|
|
|
21,269
|
|
|
Forgiveness of debt
|
|
|
(315,801
|
)
|
|
|
-
|
|
|
|
-
|
|
|
Change in current assets and liabilities:
|
|
|
Prepaids
|
|
|
27,329
|
|
|
|
2,500
|
|
|
|
-
|
|
|
Deposits
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Accounts payable and accrued expenses
|
|
|
(36,570
|
)
|
|
|
3,589
|
|
|
|
11,484
|
|
|
Net cash flows from operating activities
|
|
|
(49,470
|
)
|
|
|
(62,118
|
)
|
|
|
(360,491
|
)
|
|
|
|
|
Cash flows from investing activities:
|
|
|
Website development
|
|
|
-
|
|
|
|
-
|
|
|
|
(15,673
|
)
|
|
Purchase of Mining Rights
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,058,598
|
)
|
|
Net cash flows from investing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,074,271
|
)
|
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds from sale of common stock
|
|
|
-
|
|
|
|
48,500
|
|
|
|
1,337,000
|
|
|
Stock subscription payable
|
|
|
-
|
|
|
|
-
|
|
|
|
50,000
|
|
|
Payments to related party
|
|
|
-
|
|
|
|
3,771
|
|
|
|
3,771
|
|
|
Proceeds/(Payment) of notes payable
|
|
|
45,000
|
|
|
|
35,000
|
|
|
|
80,000
|
|
|
Convertible note debentures
|
|
|
-
|
|
|
|
(35,750
|
)
|
|
|
(35,750
|
)
|
|
Net cash flows from financing activities
|
|
|
45,000
|
|
|
|
51,521
|
|
|
|
1,435,021
|
|
|
Net cash flows
|
|
|
(4,470
|
)
|
|
|
(10,597
|
)
|
|
|
259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents, beginning of period
|
|
|
15,326
|
|
|
|
10,856
|
|
|
|
-
|
|
|
Cash and equivalents, end of period
|
|
$
|
10,856
|
|
|
$
|
259
|
|
|
$
|
259
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS FOR:
|
|
|
Interest
|
|
$
|
(4,538
|
)
|
|
$
|
-
|
|
|
$
|
31,854
|
|
|
Income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
SUPPLEMENTAL DISCLOSURE OF
NON-CASH FINANCING AND INVESTING:
|
|
|
Shares issued to settle convertible debenture
|
|
$
|
-
|
|
|
$
|
48,500
|
|
|
$
|
48,500
|
|
The accompanying notes are an integral part of these statements.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
Note 1 - Summary of Significant Accounting Policies
General Organization and Business
American Sierra Gold Corp. (“American Sierra” or the “Company”) is a Nevada corporation in the exploration stage. The Company was incorporated under the laws of the State of Nevada on January 30, 2007. The original business plan of the Company was to engage in the marketing and sale of Ukrainian classical music. Effective May 19, 2009, the Company changed its name from C.E. Entertainment, Inc. to American Sierra Gold Corp. by way of a merger with its wholly owned subsidiary American Sierra Gold Corp., which was formed solely for the purpose of a change in name. In addition, the Company changed its focus to a business plan involving the acquisition, exploration, development, mining, and production of precious metals, with emphasis on gold and silver.
The Company is considered to be in the exploration stage since it has not established the existence of a commercially minable deposit and therefore has not reached the development stage.
In November 2010, the Company acquired a 100% undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada (“Adams Ridge Claims”) totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act. The claims have been registered with the Government of British Columbia. The Company’s plan of operation is to conduct mineral exploration activities on the Adams Ridge Claims in order to assess whether the sites possess mineral deposits of gold or other precious metals in commercial quantities, capable of commercial extraction. The Company has ceased exploration activities due to budgetary constraints and, therefore, has not established whether there are mineral reserves at the Adams Ridge Claims sites, nor can there be any assurance that the Company will be able to commence exploration activities.
In February 2007, the Company commenced a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to raise up to $38,000 through the issuance 30,400,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.00125 per share. As of March 31, 2007, the Company closed the PPO and received proceeds of $38,000. The Company also commenced an activity to effect a Registration Statement on Form SB-2 with the Securities and Exchange Commission to register 30,400,000 shares of its outstanding shares of common stock (post forward stock split) on behalf of selling stockholders. The Registration Statement on Form SB-2 was filed with the SEC on November 7, 2007, and declared effective on November 20, 2007. The Company will not receive any of the proceeds of this registration activity once the shares of common stock are sold.
Basis of presentation
Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises. Changes in classification of 2011 amounts have been made to conform to current presentations.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
Property and Equipment
The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from five to thirty-nine years.
Fair value of financial instruments and derivative financial instruments
We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.
Federal income taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not. Net income per share of common stock – We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.
Internal Website Development Costs
Under FASB ASC350-50,
Website Development Costs
, costs and expenses incurred during the planning and operating stages of the Company's website are expensed as incurred. Under ASC 350-50, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website's estimated useful life or period of benefit. As of July 31, 2010, and 2009, the Company capitalized $10,573 related to its internal-use website development related to a new website as work in process. During 2009, the old website development costs and related accumulated amortization were written-off to expense resulting in a loss on disposal in the amount of $2,267.
Mineral Properties
The Company is engaged in the business of acquiring and exploring properties that may contain precious metals, with an emphasis on gold and silver. If precious metals are found, the Company’s intention is to develop, mine and produce the precious metals. Mineral claim and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.
At the beginning of November 2010, the Company abandoned the Urique Project in Mexico and the Discovery Day Gold Project in California. Subsequent to the fiscal year ended July 31, 2010, the Company also abandoned its mineral property interests and Joint Venture project with Trinity Alps Resources, Inc.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Deferred Acquisition Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Common Stock Registration Expenses
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.
Note 2 - Uncertainty, going concern:
At July 31, 2012, the Company was engaged in a business and had suffered losses from exploration stage activities to date. In addition, the Company has minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance that these activities will be successful. Accordingly, the Company must rely on its current officer to perform essential functions without compensation unless and until the business generates revenue. No amounts have been recorded in the accompanying financial statements for the value of the officer’s services, as it is not considered material. These factors raise doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
Note 3 - Related Party Loans
As of July 31, 2011, a loan from an individual who is a former Director, officer, and stockholder of the Company amounted to $27,301 (July 31, 2009 - $27,301). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no terms for repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.
As of July 31, 2011, the Company owed to the former officers amounted to $62,500. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.
As of July 31, 2011, loans from the Company’s former officer amounted to $48,499 (July 31, 2010 - $106,000). The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.
As of July 31, 2012, The Company received a loan from an officer in the amount of $3,771. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of prepayment.
Note 4 - Loans Payable
On February 11, 2009, the Company borrowed $75,000 from a third party for working capital purposes. The loan is unsecured, bears interest at 8 percent per annum, and was due on February 11, 2010. The loan term has not been extended and is due on demand. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.
On April 3, 2009, the Company borrowed $125,000 from a third party under a promissory note. The loan is unsecured, bears interest at 10 percent per annum, and was due and payable on April 3, 2010. On July 20, 2009, the Company made a principal payment of $40,000 on this loan. On October 2, 2009, the Company made a principal payment of $25,000 on this loan. On November 9, 2009, the Company made a principal payment of $15,000 on this loan. The loan term has not been extended and is now due on demand. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.
On September 30, 2010, the Company received a loan in the amount of $110,000. The terms of this loan are in negotiations and thus there are no specific terms of repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.
On October 12, 2010, the Company received a loan in the amount of $110,000. The terms of this loan are in negotiations and thus there are no specific terms of repayment. In May 2011, this note was forgiven. The Company recognized the forgiveness as other income.
On March 12, 2012, the Company received a loan in the amount of $10,000. The loan is callable at any time and carries an effective rate of 6%.
During May and June of 2012, the Company received a loan in the amount of $25,000. The loan is callable at any time and is unsecured, non-interest bearing, and has no specific terms of prepayment. The balance of these notes payable at July 31, 2012 was $35,000.
Note 5 - Convertible Debenture
On May 18, 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc., a Delaware corporation. In connection therewith, the Company issued a convertible promissory note to Asher Enterprises, Inc. in exchange for principal funds in the amount of $45,000.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
The maturity date of the promissory note is February 23, 2012, whereupon all principal and interest outstanding shall be due. The holder of the note has the right to convert principal and interest outstanding into shares of common stock of the Company. The Company has agreed to use the proceeds for general working capital purposes. This offering and sale of securities was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.
During the period between November 2011 and April 2012, Asher Enterprises, Inc. converted $35,750 of the convertible note payable into 23,051,783 shares of common stock. The current balance of this convertible note payable as of July 31, 2012 was $500. This note was fully paid off in September 2012.
On December 12, 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc., a Delaware corporation. In connection therewith, the Company issued a convertible promissory note to Asher Enterprises, Inc. in exchange for principal funds in the amount of $8,750. The maturity date of the promissory note is September 14, 2012, whereupon all principal and interest outstanding shall be due. The holder of the note has the right to convert principal and interest outstanding into shares of common stock of the Company. The Company has agreed to use the proceeds for general working capital purposes. This offering and sale of securities was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. The balance of this convertible note payable as of July 31, 2012 was $8,750. This note was fully paid off in September 2012.
Note 6 - Common Stock
On January 30, 2007, the Company issued 52,000,000 shares of common stock (post forward stock split) valued at a price of $0.00025 per share to Directors and officers for cash proceeds of $13,000 (See Note 9).
In February 2007, the Company commenced a capital formation activity through a private placement offering, exempt from registration under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), to raise up to $38,000 through the issuance 30,400,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.00125 per share. As of March 31, 2007, the Company fully subscribed the offering, and received gross proceeds of $38,000, whereupon it issued 30,400,000 shares of its common stock to 38 foreign, non-affiliated investors.
In addition, on November 7, 2007, the Company filed a Registration Statement on Form SB-2 under the Securities Act with the SEC to register 30,400,000 shares of its common stock (post forward stock split) on behalf of selling stockholders. The Registration Statement was declared effective by the SEC on November 20, 2007. The Company did not receive any proceeds from this registered sale of its common stock.
Effective May 19, 2009, the Company declared a 40:1 forward stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company was increased from 50,000,000 shares of common stock with a par value of $0.001 to 2,000,000,000 shares of common stock with a par value of $0.001, and correspondingly its issued and outstanding common stock increased from 2,060,000 shares to 82,400,000 shares. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.
In July 2009, the Company commenced a private placement offering, exempt from registration under Regulation S of the Securities Act, to raise up to $137,500 through the offer and sale of up to 183,334 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.75 per share to two (2) non-U.S. individuals. Gross proceeds of $137,469 were received from these investors before July 31, 2009. As a result, on September 1, 2009, the Company issued 100,000 shares of common stock (post forward stock split) and, on November 16, 2009, the Company issued an additional 83,334 shares of common stock (post forward stock split) to the investors in connection with this offering.
In September 2009, the Company commenced a private placement offering, exempt from registration under Regulation S of the Securities Act, to raise up to $100,000 through the issuance 250,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.40 per share.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
On October 1, 2009, the Company issued 250,000 shares of common stock (post forward stock split) to investors in connection with this offering thereupon receiving $100,000 in gross proceeds.
In November 2009, the Company canceled 19,000,000 shares of common stock (post forward stock split) that were forfeited by Mr. Wayne Gruden, a former Director and officer of the Company, in connection with his departure.
On November 20, 2009, the Company closed a private placement offering whereupon it issued 348,837 units at a price of $0.86 per unit for gross proceeds of $300,000. This offer and sale of securities was exempt from registration under Regulation S of the Securities Act. Each unit consisted of one share of common stock, par value $0.001 per share, and one warrant that gives the holder thereof the option to purchase one share of common stock at a price of $1.51 over a period of two years from the date of the subscription agreement.
On December 11, 2009, the Company closed a private placement offering whereupon it issued 819,672 units at a price of $0.61 per unit for gross proceeds to the Company of $500,000. The offer and sale of securities under PPO #5 was exempt from registration under Regulation S of the Securities Act.. Each unit consisted of one share of common stock, par value $0.001 per share, and one warrant that gives the holder the option to purchase one share of common stock, par value $0.001 per share, at a price of $1.07 with a term of two years.
On October 19, 2009, as required per the Company’s joint venture agreement with Trinity Alps Property (“Trinity Alps Joint Venture”), the Company issued 2,000,000 restricted shares of common stock, par value $0.001 per share, and a warrant that gave the holder the option to purchasing up to an additional 2,000,000 shares of common stock, par value $0.001 per share, of the Company at an exercise price of $1.25 per share over a period of five years. The issuance of these securities was exempt from registration under Section 4(2) of the Securities Act. This satisfied all equity issuances as required by the joint venture agreement. As of October 19, 2009, the 2,000,000 shares of common stock were valued at $1,660,000. The warrant to purchase 2,000,000 shares of the common stock of the Company were later forfeited by Trinity Alps Property in connection with the termination of the Trinity Alps Joint Venture and canceled by the Company.
On October 19, 2009, as required under the Company’s joint venture agreement with Trinity Alps Property (“Trinity Alps Joint Venture”), the Company issued 2,000,000 restricted shares of common stock, par value $0.001 per share, and a warrant that gave the holder the option of purchasing up to 2,000,000 shares of common stock, par value $0.001 per share, of the Company at an exercise price of $1.25 per share over a period of five years. The issuance of these securities was exempt from registration under Section 4(2) of the Securities Act. On the date of issuance, the 2,000,000 shares of common stock were valued at $1,660,000. The warrant to purchase 2,000,000 shares of the common stock of the Company was later forfeited by Trinity Alps Property in connection with the termination of the Trinity Alps Joint Venture and canceled.
On December 8, 2009, the Company issued an additional 300,000 shares of common stock (post forward stock split) to Trinity Alps Property in connection with the Trinity Alps Joint Venture. This transaction was valued at $249,000 on the date of issuance. This offering was exempt from registration under Section 4(2) of the Securities Act.
On March 22, 2010, the Company issued an additional 100,000 shares of common stock (post forward stock split) to Trinity Alps Property in connection with the Trinity Alps Joint Venture. The issuance of these securities was exempt from registration under Section 4(2) of the Securities Act.
On May 26, 2010, the Company closed a private placement offering whereupon it issued 800,000 units at a price of $0.25 per unit for gross proceeds of $200,000. The offer and sale of these securities was exempt from registration under Regulation S of the Securities Act. Each unit consisted of one share of common stock, par value $0.001 per share, and one warrant that gave the holder the option to purchase one share of common stock, par value $0.001 per share, at a price of $0.44 over a period of five years.
During the period ending July 31, 2012, the Company issued 23,051,783 for cash for $48,500.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
On May 30, 2012, the Company affected a one (1) new for fifteen (15) old reverse stock split for the Company’s issued and outstanding shares of common stock. This resulted in the authorized shares to decrease from 2,000,000,000 to 133,333,334 common stock and the outstanding balance of shares decreased from 91,253,626 to 6,083,576, all with a par value of $0.001. The record date of the reverse split was May 22, 2012.
Warrants
As of July 31, 2012, the Company had warrants outstanding as follows:
|
Grant Date
|
|
Number
|
|
|
Exercise Price
|
|
Expiration Date
|
|
January 15, 2010
|
|
|
500,000
|
|
|
$
|
1.25
|
|
January 15, 2015
|
|
May 25, 2010
|
|
|
800,000
|
|
|
$
|
0.44
|
|
May 26, 2015
|
|
Total
|
|
|
1,300,000
|
|
|
|
|
|
|
Note 7 - Income Taxes
The provision (benefit) for income taxes for the years ended July 31, 2012, and 2011, were as follows:
|
|
|
Year Ended July 31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
Current Tax Provision:
|
|
|
|
|
|
|
|
Federal -
|
|
|
|
|
|
|
|
Taxable income
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Total current tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Tax Provision:
|
|
|
|
|
|
|
|
|
|
Federal -
|
|
|
|
|
|
|
|
|
|
Loss carryforwards
|
|
$
|
26,785
|
|
|
$
|
68,928
|
|
|
Change in valuation allowance
|
|
|
(26,785
|
)
|
|
|
(68,928
|
)
|
|
Total deferred tax provision
|
|
$
|
-
|
|
|
$
|
-
|
|
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
The Company had deferred income tax assets as of July 31, 2012, and 2011, as follows:
|
|
|
July 31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
Loss carryforwards
|
|
$
|
914,260
|
|
|
|
887,475
|
|
|
Less Valuation allowance
|
|
|
(914,260
|
)
|
|
|
(887,475
|
)
|
|
Total net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The Company provided a valuation allowance equal to the deferred income tax assets for the years ended July 31, 2012, and 2011, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of July 31, 2012, and 2011, the Company had approximately $5,260,188, and $5,181,408, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2027.
Note 8 - Related Party Transactions
As described in Note 4, in January 2007, the Company issued 52,000,000 shares of common stock (post forward stock split) to Directors and officers of the Company for cash proceeds of $13,000. As described in Note 3, on September 9, 2008, Mr. George Daschko resigned from the positions of President and Director. Mr. George Daschko also sold his interest in the Company of 24,000,000 shares of common stock (post forward stock split) to the newly appointed Director and officer of the Company.
As described in Note 4, as of July 31, 2010, the Company owed $27,301 (July 31, 2009 - $27,301) to an individual who is a former Director, officer, and stockholder of the Company.
As described in Note 4, as of July 31, 2010, the Company owed to the former officers amounted to $62,500. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment.
As described in Note 4, as of July 31, 2010, a loan for working capital purposes from an officer and stockholder of the Company amounted to $106,000. The loan is unsecured, non-interest bearing, and has no specific terms of repayment.
On September 29, 2009, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Johannes Petersen, whereby Mr. Petersen will serve as a Director and Chief Financial Officer of the Company. Pursuant to the terms of the Consulting Agreement, the Company will pay Mr. Petersen $5,000 per month, and grant to him 1,000,000 restricted shares of the Company’s common stock as compensation for providing services as a Director. On October 14, 2009, the Company’s Chief Executive Officer, Mr. Wayne Gruden, issued a private warrant to Mr. Johannes Petersen, providing him the right to acquire 1,000,000 shares of the Company’s common stock (the “Warrant Shares”) currently held by Mr. Gruden, for a three-year period. Such warrant is being provided to Mr. Petersen in connection with his Consulting Agreement described above. Simultaneously with issuing Mr. Petersen the warrant, on October 15, 2009, Mr. Gruden also agreed to return for cancellation 19,000,000 shares of the Company’s common stock currently held under his name. The cancellation of the 19,000,000 shares of common stock was effected subsequent to October 31, 2009. As of July 31, 2010, the Company owed Mr. Johannes Petersen $17,500 for his consulting services.
On November 3, 2009, the Company entered into a Consulting Agreement (the “Consulting Agreement #2”) with Mr. Wayne Gruden, whereby Mr. Gruden serves as a Director and President of the Company. Pursuant to the terms of the Consulting Agreement #2, the Company will pay Mr. Gruden $40,000 for Director Services from August 1, 2009 to November 30, 2009. Starting on December 1, 2009, the Company will pay $5,000 per month to Mr. Gruden. As of July 31, 2010, the Company owed Mr. Wayne Gruden $45,000 for his consulting services.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
Note 9 - Commitments and Contingencies
During 2009 and 2008, the Company had an operating lease commitment for office space with an unrelated party. The monthly lease rate was $214 plus miscellaneous fees. For the years ended July 31, 2009, and 2008, the Company recorded rent expense of $2,200, and $2,449, respectively. The Company terminated the operating lease commitment as part of the change in its business plan.
On October 1, 2009, the Company entered into an operating lease agreement for office space with an unrelated party. The quarterly lease rate is $319. Rent expense for the year ended July 31, 2010, was $1,317.
As of April 30, 2011, the Company made arrangements to use space currently occupied by Mr. Vandeberg. The Company pays $500 per month for use of this space as its corporate offices. The Company plans to remain in this space until it is no longer suitable for its operations or circumstances demand otherwise.
Note 10 - Contracts and Agreements
Mineral Property Option Agreement
On April 30, 2009, the Company entered into a property option agreement (the "Option Agreement") with Yale Resources Ltd., a Canadian public company (“Yale”). Yale holds a 100 percent interest in ten (10) mining concessions covering approximately 28,830 hectares in southwest Chihuahua State, Mexico. Yale also holds options to acquire an additional six (6) mining concessions covering approximately 276 hectares in the same area (the total of the mining concessions known as the “Property”).
Pursuant to the terms of the Option Agreement, American Sierra was granted two (2) exclusive and separate rights and options (the “First Option” and the “Second Option”) to acquire undivided legal and beneficial interests of up to 100 percent in the Property free and clear of all liens, charges, and claims of others.
In order to exercise the First Option, which gives the Company an undivided 90 percent interest in the Property, the Company is required to (a) make the following payments to Yale: an initial payment of $300,000 (already paid by the Company); $250,000 on or before April 30, 2011; $250,000 on or before April 30, 2012; $250,000 on or before April 30, 2013; (b) fund the following expenditures: $50,000 prior to April 30, 2010; an additional $500,000 prior to April 30, 2011; an additional $800,000 prior to April 30, 2012; an additional $1,000,000 prior to April 30, 2013; and (c) make the following additional payments: $50,000 upon successful completion of a National Instrument 43-101 compliant technical report; $50,000 upon the commencement of a drilling program on the Property on or prior to August 1, 2009, (payable in stock at the election of the optionor set at the price of the first financing of the Company); $50,000 upon successful completion of the first year’s drilling work program (payable in stock at the election of the optionor set at the price of the first financing of the Company); $70,000 on or before April 30, 2011, (payable in stock at the election of the optionor set at the price of the first financing of the Company); $70,000 on or before April 30, 2012, (payable in stock at the election of the optionor set at the price of the first financing of the Company); and $70,000 on or before April 30, 2013, (payable in stock at the election of the optionor set at the price of the first financing of the Company).
Provided the Company exercises the First Option to acquire the 90 percent undivided interest in the Property, the Company may then exercise the Second Option by (a) issuing to Yale an additional 500,000 shares of common stock (post forward stock split); (b) completing sufficient drilling in order to calculate a resource estimate on or before the seventh anniversary of the effective date of the Option Agreement; and (c) paying to Yale $0.75 for every equivalent ounce of silver identified from the resource estimate prepared for the Property.
During the year-ended July 31, 2010, the company abandoned the mineral property and any costs related to the acquisition of the property have been written off.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
Share Issuance Agreement
On October 12, 2009, the Company entered into a Share Issuance Agreement (the “Share Agreement”) with Tobermory Holding Ltd., a corporation organized under the laws of Nevis (“Tobermory”), whereby the Company has provided a subscription arrangement to Tobermory to advance funds and purchase up to $6,000,000 of units of the Company’s securities, with an option to purchase up to an additional $6,000,000 of units, until December 31, 2011. The completion date of December 31, 2011, may be extended for an additional 12 months at the discretion of either the Company or Tobermory.
Under the Share Agreement, each unit consists of one share of common stock of the Company, and a warrant (the “Purchase Warrant”) to purchase an additional share of common stock of the Company. The price of each unit is equal to 75 percent of the weighted average closing price of common stock of the Company, as quoted by NASDAQ, or other source agreed to by the parties, for the preceding ten days prior to each subscription advance to purchase units. The purchase price under each Purchase Warrant to acquire one additional share of common stock shall be 175 percent of the unit price at which the unit containing the Purchase Warrant being exercised was issued.
The Company shall use the proceeds under the Share Agreement for operating expenses, acquisitions, working capital, and general corporate activities.
Joint Venture Agreement
On October 19, 2009, the Company entered into a Joint Venture Agreement (the “JV Agreement”) with Trinity Alps Resources, Inc. (“Trinity Alps”), whereby the Company will contribute up to a total of $2,000,000 over a period of two years in order to obtain a 75 percent ownership interest in the entities owning and operating certain mineral claims and property for the production of gold covering approximately 950 acres in Northern California. The Company paid to Trinity Alps the aggregate sum of $125,000, in part, as a signing fee and, in part, for the exclusivity period to negotiate a definitive agreement pursuant to the parties’ non-binding letter of intent, which funds will go toward the ultimate $2,000,000 to be contributed by the Company to obtain its 75 percent interest. Under the terms of the Venture Agreement, the Company will contribute an additional $150,000 at closing and $150,000 within three months of closing (collectively, the “First Semester Payment”), as well as $300,000 within six months of closing (the “Second Semester Payment”). Both the First Semester Payment and Second Semester Payment shall be included in the aggregate sum of $2,000,000 to be contributed by the Company no later than two years from closing, to obtain its 75 percent interest.
In furtherance of the JV Agreement, the parties intend to form two entities to hold and operate the mineral claims, respectively. The Company shall receive an immediate 7 percent ownership stake in each of such entities in exchange for its initial contributions, and thereafter, will incrementally increase its ownership interest by 1 percent for each additional $40,000 contributed. Once such increases reach 40 percent, the Company shall be capped at a 40 percent ownership interest level in each entity until the full $2,000,000 is contributed and earmarked for expenditure with respect to the properties, at which point, the Company’s ownership interest shall automatically increase to 75 percent in each entity.
Further, and as an additional inducement for Trinity Alps to enter into the Transaction, the Company shall, at closing, issue to Trinity Alps 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of common stock Such shares and warrants will be held in trust, and issued in increments of 500,000 shares and warrants, respectively, at certain intervals following the closing.
Additionally, in accordance with the terms of the JV Agreement, the Company will grant Trinity Alps the right to designate such number of individuals to the Company’s Board of Directors as to constitute one-third of the full membership of the Board during the term of the Venture Agreement. After the completion of the term of the Venture Agreement, the number of individuals designated by Trinity Alps as members of the Board of Directors of the Company may be reduced from one-third to one-fifth of the full membership of the Board.
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
On December 8, 2009, the Company closed the JV Agreement with Trinity Alps. At closing, the Company (1) contributed $150,000 to an escrow account for the benefit of Trinity Alps, and (2) issued 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of the common stock to Trinity Alps.
This transaction has been accounted for using the equity method of accounting as the Company is been deemed to have significant influence over the operations of the Joint Venture. All equity contributions will be offset by losses suffered by the Joint Venture.
During the year-end, the company ended the Joint Venture agreement and has written off any costs associated with the property and Joint Venture.
Note 11 – Business Combination
Effective September 30, 2012, the Company issued 64,061,040 shares of common stock at $0.111 per share to acquire all of the outstanding stock of Medinah Gold, Inc. The purchase is being accounted for as an acquisition as required by SFAS No. 141. Due to ASC No. 805. Medinah Gold, Inc. is considered the predecessor company. Goodwill has been recorded and listed as another asset.
Following is the calculation of net asset value at September 30, 2012:
|
Calculation of Net Asset Value
|
|
|
|
|
Value of shares issued for purchase
|
|
$
|
7,110,775
|
|
|
Plus:
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
9,000
|
|
|
Related party loans
|
|
|
19,985
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
Cash
|
|
|
66,641
|
|
|
Prepaid expenses
|
|
|
4,500
|
|
|
Investments
|
|
|
80,000
|
|
|
Mining claims
|
|
|
2,388,565
|
|
|
|
|
|
|
|
|
Net Asset Value
|
|
$
|
4,600,054
|
|
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
Following is the proforma balance sheet and income statement as of the acquisition date, September 30, 2012:
|
|
|
ASGC
|
|
|
MGI
|
|
|
Merged
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
6,723
|
|
|
$
|
59,918
|
|
|
$
|
66,641
|
|
|
Prepaid Expenses
|
|
|
|
|
|
|
4,500
|
|
|
|
4,500
|
|
|
Investments
|
|
|
|
|
|
|
80,000
|
|
|
|
80,000
|
|
|
Total Current Assets
|
|
|
6,723
|
|
|
|
144,418
|
|
|
|
151,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining claims
|
|
$
|
-
|
|
|
|
2,388,565
|
|
|
|
2,388,565
|
|
|
Goodwill
|
|
$
|
-
|
|
|
|
-
|
|
|
|
4,600,054
|
|
|
Total Other Assets
|
|
|
-
|
|
|
|
2,388,565
|
|
|
|
6,988,619
|
|
|
Total Assets
|
|
|
6,723
|
|
|
|
2,532,983
|
|
|
|
7,139,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
9,000
|
|
|
|
|
|
|
$
|
9,000
|
|
|
Related party loans
|
|
$
|
3,771
|
|
|
|
16,214
|
|
|
|
19,985
|
|
|
Note payable
|
|
|
70,000
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
82,771
|
|
|
|
16,214
|
|
|
|
28,985
|
|
|
Total Liabilities
|
|
|
82,771
|
|
|
|
16,214
|
|
|
|
28,985
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.001 par value 133,333,334 authorized, 70,452,770 shares issued and outstanding
|
|
|
6,084
|
|
|
|
64,061
|
|
|
|
70,453
|
|
|
Capital in excess of par value
|
|
|
5,194,858
|
|
|
|
4,262,480
|
|
|
|
8,866,846
|
|
|
Subscription receivable
|
|
|
|
|
|
|
(370,000
|
)
|
|
|
(370,000
|
)
|
|
Accumulated during the development stage
|
|
|
(5,276,990
|
)
|
|
|
(1,439,772
|
)
|
|
|
(1,456,524
|
)
|
|
Total stockholders' equity
|
|
|
(76,048
|
)
|
|
|
2,516,769
|
|
|
|
7,110,775
|
|
|
Total liabilities and stockholders' deficit
|
|
$
|
6,723
|
|
|
$
|
2,532,983
|
|
|
$
|
7,139,760
|
|
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
July 31, 2012
|
|
|
ASGC*
|
|
|
MGI
|
|
|
Merged
|
|
|
Statement of Income/(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
|
19,983
|
|
|
|
19,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration and Development
|
|
|
|
|
|
|
14,492
|
|
|
|
14,492
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenue
|
|
|
|
|
|
|
5,491
|
|
|
|
5,491
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal and professional
|
|
|
11,286
|
|
|
|
14,300
|
|
|
|
25,586
|
|
|
Shareholder relations
|
|
|
4,387
|
|
|
|
15,825
|
|
|
|
20,212
|
|
|
Wages
|
|
|
|
|
|
|
12,937
|
|
|
|
12,937
|
|
|
Office supplies
|
|
|
|
|
|
|
2,232
|
|
|
|
2,232
|
|
|
Travel
|
|
|
|
|
|
|
15,112
|
|
|
|
15,112
|
|
|
Other
|
|
|
1,129
|
|
|
|
1,800
|
|
|
|
2,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total General and Administrative Expenses
|
|
|
16,802
|
|
|
|
62,206
|
|
|
|
79,008
|
|
|
Net profit/(loss)
|
|
$
|
(16,802
|
)
|
|
|
(56,715
|
)
|
|
|
(73,517
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* ASGC includes 2 months ended September 30, 2012.
|
|
|
|
|
|
|
|
|
|
|
Note 12 - Recent Accounting Pronouncements
In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited. The adoption of this standard update did not impact the Company’s consolidated financial statements.
In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.
In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.
Exhibit Index
|
Exhibit No.
|
|
Description of Exhibit
|
|
Location
|
|
2.1
|
|
Agreement and Plan of Merger by and among American Sierra Gold Corp., American Sierra Gold Merger Corp., and Medinah Gold, Inc., dated August 13, 2012.
|
|
Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on August 14, 2012.
|
|
3.1
|
|
Articles of Incorporation
|
|
Incorporated herein by reference from the Company’s registration statement on Form SB-2 filed with the SEC on November 7, 2007.
|
|
3.2
|
|
Bylaws
|
|
Incorporated herein by reference from the Company’s registration statement on Form SB-2 filed with the SEC on November 7, 2007.
|
|
3.3
|
|
Articles of Merger
|
|
Incorporated herein by reference from the Company’s registration statement on Form SB-2 filed with the SEC on November 7, 2007.
|
|
3.4
|
|
Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209
|
|
Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on May 27, 2009.
|
|
3.5
|
|
Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209
|
|
Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on June 4, 2012.
|
|
4.1
|
|
Specimen Common Stock Certificate of American Sierra Gold Corp.
|
|
Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on June 20, 2011.
|
|
4.2
|
|
Relevant provisions relating to the rights of holders of shares of the Company’s Common Stock contained in the Company’s Articles of Incorporation and Bylaws
|
|
Incorporated herein by reference from Exhibits 3.1 and 3.2 herein.
|
|
10.1
|
|
Property Option Agreement between the Company and Yale Resources Ltd. dated April 20, 2009
|
|
Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on May 5, 2009.
|
|
10.2
|
|
Share Issuance Agreement between the Company and Tobermory Holding Ltd. dated October 12, 2009
|
|
Incorporated herein by reference from the Company’s report on Form 8-K filed with the SEC on October 13, 2009.
|
|
10.3
|
|
Joint Venture Agreement between the Company and Trinity Alps Resources, Inc. dated October 19, 2009
|
|
Incorporated herein by reference from the Company’s report on Form 10-Q filed with the SEC on December 18, 2009.
|
|
10.4
|
|
Amendment No. 1 to Joint Venture Agreement between the Company and Trinity Alps Resources, Inc. dated October 23, 2009
|
|
Incorporated herein by reference from the Company’s report on Form 10-Q filed with the SEC on March 23, 2010.
|
|
10.5
|
|
Land Trust Agreement between the Company and Carl von Einsiedel, Trustee of BC Land Trust, dated November 4, 2010
|
|
Incorporated herein by reference from the Company’s report on Form 10-Q filed with the SEC on March 17, 2011.
|
|
10.6
|
|
Form of Subscription Agreement with Tobermory Holding Ltd. dated October 12, 2009
|
|
Incorporated by reference from the Company’s report on Form 8-K filed with the SEC on September 9, 2009.
|
|
10.7
|
|
Securities Purchase Agreement between the Company and Asher Enterprises, Inc. dated May 18, 2011
|
|
Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on June 20, 2011.
|
|
10.8
|
|
Convertible Promissory Note issued to Asher Enterprises, Inc. dated May 18, 2011
|
|
Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on June 20, 2011.
|
|
10.9
|
|
Securities Purchase Agreement between the Company and Asher Enterprises Inc. dated December 12, 2011
|
|
Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on March 16, 2012.
|
|
10.10
|
|
Convertible Promissory Note issued to Asher Enterprises, Inc. dated December 12, 2011
|
|
Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on March 16, 2012.
|
|
10.11
|
|
Promissory Note issued to MMC Mines, Inc. dated March 9, 2012
|
|
Incorporated by reference from the Company’s report Form 10-Q filed with the SEC on March 16, 2012.
|
|
23.1
|
|
Consent of Independent Accounting Firm
|
|
Filed herewith.
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.
|
|
Filed herewith.
|
|
31.2
|
|
Certification of Principal Accounting and Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934.
|
|
Filed herewith.
|
|
32.1
|
|
Certification of Principal Executive Officer and Principal Accounting and Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) under the Securities Exchange Act of 1934 and to 18 U.S.C. Section 1350.
|
|
Filed herewith.
|
Annex
B