x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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83-483725
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(State of Incorporation)
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(IRS Employer Identification No.)
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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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(Do not check if a smaller
Reporting company)
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Page
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Part I Financial Information
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Item 1
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Financial Statements
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2
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Balance Sheets (unaudited)
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3
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Statements of Expenses (unaudited)
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4
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Statements of Cash Flows (unaudited)
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5
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Notes to the Financial Statements (unaudited)
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6
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Item 2
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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14
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Item 4
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Controls and Procedures
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17
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Part II Other Information
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||
Item 2
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Unregistered Sale of Equity Securities and Use of Proceeds
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19
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Item 6
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Exhibits
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19
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Signatures
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20
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Exhibit – Certification of Principal Executive Officer and Principal Financial Officer
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21
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Exhibit – Certification of Chief Executive Officer and Chief Financial Officer
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23
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July 31,
2011
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January 31,
2011
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|||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash
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$
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1,245,755
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$
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1,268,254
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||||
Prepaid expenses
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34,250
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-
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||||||
Prepaid expenses – related party
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6,000
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33,784
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||||||
Total current assets
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1,286,005
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1,302,038
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||||||
Property and equipment, net
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8,746
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-
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||||||
Mining rights
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20,000
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20,000
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||||||
Total assets
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$
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1,314,751
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$
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1,322,038
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||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
Current liabilities:
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||||||||
Accounts payable
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$
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11,851
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$
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27,129
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||||
Accounts payable – related party
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6,000
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52,250
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||||||
Derivative liabilities
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2,335,849
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2,305,770
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||||||
Other accrued liabilities
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-
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2,500
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||||||
Total current liabilities
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2,353,700
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2,387,649
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||||||
Total liabilities
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2,353,700
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2,387,649
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||||||
Commitments and contingencies
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-
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-
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||||||
Stockholders' deficit:
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||||||||
Preferred stock, par value $0.001 per share, 22,000,000 shares authorized ; 22,000,000 shares issued and outstanding
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22,000
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22,000
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||||||
Common stock, par value $0.001 per share, 300,000,000 shares authorized ; 109,201,260 and 92,701,260 shares issued and outstanding , respectively
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109,201
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92,701
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||||||
Additional paid-in capital
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1,855,301
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1,678,791
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||||||
Deficit accumulated during the exploration stage
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(3,025,451
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)
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(2,859,103
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)
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||||
Total stockholders' deficit
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(1,038,949
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)
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(1,065,611
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)
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||||
Total liabilities and stockholders' deficit
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$
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1,314,751
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$
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1,322,038
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Three Months Ended
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Six Months Ended
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Cumulative
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||||||||||||||||||
July 31,
2011
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July 31,
2010
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July 31,
2011
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July 31,
2010
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From
Inception
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||||||||||||||||
Expenses:
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||||||||||||||||||||
Mineral property expenses
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$ | 64,234 | $ | - | $ | 130,408 | $ | - | $ | 208,510 | ||||||||||
Bad debt expense
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- | - | - | - | 559,483 | |||||||||||||||
Depreciation expense
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63 | - | 63 | - | 63 | |||||||||||||||
General and administrative expenses
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449,167 | 86,128 | 550,864 | 128,338 | 1,699,045 | |||||||||||||||
Total operating expenses
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513,464 | 86,128 | 681,335 | 128,338 | 2,467,101 | |||||||||||||||
Loss from operations
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(513,464 | ) | (86,128 | ) | (681,335 | ) | (128,338 | ) | (2,467,101 | ) | ||||||||||
Other income (expenses):
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||||||||||||||||||||
Interest income
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478 | - | 1,032 | - | 1,323 | |||||||||||||||
Interest expense
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- | (665 | ) | - | (1,056 | ) | (1,763 | ) | ||||||||||||
Realized and unrealized gain (loss) on derivatives, net
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826,978 | - | 513,955 | - | (548,292 | ) | ||||||||||||||
Amortization of debt discount
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- | - | - | - | (9,618 | ) | ||||||||||||||
Total other income (expenses)
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827,456 | (665 | ) | 514,987 | (1,056 | ) | (558,350 | ) | ||||||||||||
Net income (loss)
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$ | 313,992 | $ | (86,793 | ) | $ | (166,348 | ) | $ | (129,394 | ) | $ | (3,025,451 | ) | ||||||
Income (loss) per common share:
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||||||||||||||||||||
Income (loss) per common share - basic and diluted
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$ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||||||
Weighted average number of common shares outstanding - basic and diluted
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104,256,205 | 58,063,002 | 99,392,927 | 58,063,002 |
Six Months Ended
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Cumulative
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|||||||||||
July 31,
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From
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|||||||||||
2011
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2010
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Inception
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||||||||||
Cash flows from operating activities:
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||||||||||||
Net loss
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$ | (166,348 | ) | $ | (129,394 | ) | $ | (3,025,451 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||||||
Depreciation expense
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63 | - | 63 | |||||||||
Stock-based compensation
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340,544 | - | 843,657 | |||||||||
Amortization of debt discount
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- | - | 9,618 | |||||||||
Unrealized and realized (gain) loss on derivatives, net
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(513,955 | ) | - | 548,292 | ||||||||
Changes in operating assets and liabilities:
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||||||||||||
Prepaid expenses
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(34,250 | ) | - | (34,250 | ) | |||||||
Prepaid expenses – related party
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27,784 | - | 27,784 | |||||||||
Accounts payable
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(15,278 | ) | 38,121 | (46,496 | ) | |||||||
Accounts payable – related party
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(46,250 | ) | 67,967 | 129,881 | ||||||||
Accrued expenses
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(2,500 | ) | 750 | 142 | ||||||||
Interest accrued on notes payable from related party
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- | 1,056 | 1,621 | |||||||||
Net cash used in operating activities
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(410,190 | ) | (21,500 | ) | (1,545,139 | ) | ||||||
Cash flows from investing activities:
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||||||||||||
Purchase of property and equipment
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(8,809 | ) | - | (8,809 | ) | |||||||
Investment in mining rights
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- | - | (20,000 | ) | ||||||||
Net cash used in investing activities
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(8,809 | ) | - | (28,809 | ) | |||||||
Cash flows from financing activities:
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||||||||||||
Proceeds from related party loans
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- | 21,500 | 92,430 | |||||||||
Proceeds from common and preferred stock issued, net of offering costs of $3,500
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396,500 | - | 2,790,273 | |||||||||
Payments from cancellation of common stock
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- | - | (63,000 | ) | ||||||||
Net cash provided by financing activities
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396,500 | 21,500 | 2,819,703 | |||||||||
Net increase (decrease) in cash
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(22,499 | ) | - | 1,245,755 | ||||||||
Cash - beginning of period
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1,268,254 | 373 | - | |||||||||
Cash - end of period
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$ | 1,245,755 | $ | 373 | $ | 1,245,755 | ||||||
Noncash investing and financing activities:
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||||||||||||
Contributed capital - loss on extinguishment of debt owed to related party
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$ | - | $ | - | $ | 374 | ||||||
Debt discount due to derivative liabilities
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- | - | 9,618 | |||||||||
Contributed capital - payables settled by stockholder
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- | - | 157,665 | |||||||||
Issuance of common stock for convertible notes
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- | - | 3,660 | |||||||||
Derecognition of derivatives related to convertible notes
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- | - | 91,365 | |||||||||
Issuance of derivative warrant instruments
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544,035 | - | 1,867,168 | |||||||||
Related party note receivable write-off
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- | - | 557,927 | |||||||||
Common stock cancellation
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- | - | 61,700 |
Common stock issuable upon exercise of warrants
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30,739,129
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|||
Market price of the Company’s common stock on the measurement dates
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$
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0.05 and 0.09
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Exercise price
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$
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0.125
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Risk free interest rate
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0.475
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%
|
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Dividend yield
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0.00
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%
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Volatility
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257.95
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%
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Expected exercise term in years
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1.5
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Common stock issuable upon exercise of warrants
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4,000,000
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|||
Market price of the Company’s common stock on the measurement dates
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$
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0.08 and 0.10
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Exercise price
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$
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0.125
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Risk free interest rate range
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0.61 – 0.81
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%
|
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Dividend yield
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0.00
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%
|
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Volatility range
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268.16 – 284.75
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%
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Expected exercise term in years
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1.5
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Common stock issuable upon exercise of warrants
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4,000,000
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|||
Market price of the Company’s common stock on the measurement dates
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$
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0.07 and 0.08
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Exercise price
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$
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0.125
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Risk free interest rate range
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0.37 – 0.38
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%
|
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Dividend yield
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0.00
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%
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Volatility range
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315.50 – 317.98
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%
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Expected exercise term in years
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1.5
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Market price of the Company’s common stock on grant date
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$ | 0.09 | ||
Risk free interest rate
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3.01 | % | ||
Dividend yield
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0.00 | % | ||
Volatility
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260.65 | % | ||
Expected life
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6 years
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|||
Expected forfeiture rate
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0.00 | % |
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1.
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We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.
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2.
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We did not maintain proper segregation of duties for the preparation of our financial statements. We currently only have one officer overseeing all transactions. This has resulted in several deficiencies including the lack of control over preparation of financial statements, and proper application of accounting policies:
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Exhibit
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||
Number
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Description
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31.1
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Certification of Principal Executive and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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** |
101.INS
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XBRL Instance Document
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|||
** |
101.SCH
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XBRL Taxonomy Extension Schema Document
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|||
** |
101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
|
|||
** |
101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
|
|||
** |
101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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|||
** |
101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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* | This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference. | |
**
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Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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Date: September 14, 2011
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California Gold Corp.
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||
By
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/s/ James D. Davidson
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James D. Davidson
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|||
President, Treasurer, Principal Executive
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|||
Officer, Principal Financial Officer
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/s/ James D. Davidson
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James D. Davidson
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Principal Executive Officer and
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Principal Financial Officer
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/s/ James D. Davidson
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James D. Davidson
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Chief Executive Officer and
|
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Chief Financial Officer
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BALANCE SHEETS (Parenthetical) (USD $)
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Jul. 31, 2011
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Jan. 31, 2011
|
---|---|---|
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 22,000,000 | 22,000,000 |
Preferred stock, shares issued | 22,000,000 | 22,000,000 |
Preferred stock, shares outstanding | 22,000,000 | 22,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 109,201,260 | 92,701,260 |
Common stock, shares outstanding | 109,201,260 | 92,701,260 |
STATEMENTS OF EXPENSES (USD $)
|
3 Months Ended | 6 Months Ended | 88 Months Ended | ||
---|---|---|---|---|---|
Jul. 31, 2011
|
Jul. 31, 2010
|
Jul. 31, 2011
|
Jul. 31, 2010
|
Jul. 31, 2011
|
|
Expenses: | Â | Â | Â | Â | Â |
Mineral property expenses | $ 64,234 | Â | $ 130,408 | Â | $ 208,510 |
Bad debt expense | Â | Â | Â | Â | 559,483 |
Depreciation expense | 63 | Â | 63 | Â | 63 |
General and administrative expenses | 449,167 | 86,128 | 550,864 | 128,338 | 1,699,045 |
Total operating expenses | 513,464 | 86,128 | 681,335 | 128,338 | 2,467,101 |
Loss from operations | (513,464) | (86,128) | (681,335) | (128,338) | (2,467,101) |
Other income (expenses): | Â | Â | Â | Â | Â |
Interest income | 478 | Â | 1,032 | Â | 1,323 |
Interest expense | Â | (665) | Â | (1,056) | (1,763) |
Realized and unrealized gain (loss) on derivatives, net | 826,978 | Â | 513,955 | Â | (548,292) |
Amortization of debt discount | Â | Â | Â | Â | (9,618) |
Total other income (expenses) | 827,456 | (665) | 514,987 | (1,056) | (558,350) |
Net income (loss) | $ 313,992 | $ (86,793) | $ (166,348) | $ (129,394) | $ (3,025,451) |
Income (loss) per common share: | Â | Â | Â | Â | Â |
Income (loss) per common share - basic and diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | Â |
Weighted average number of common shares outstanding - basic and diluted | 104,256,205 | 58,063,002 | 99,392,927 | 58,063,002 | Â |
Document and Entity Information
|
6 Months Ended | |
---|---|---|
Jul. 31, 2011
|
Sep. 14, 2011
|
|
Document Information [Line Items] | Â | Â |
Document Type | 10-Q | Â |
Amendment Flag | false | Â |
Document Period End Date | Jul. 31, 2011 | |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
Trading Symbol | CLGL | Â |
Entity Registrant Name | CALIFORNIA GOLD CORP. | Â |
Entity Central Index Key | 0001363573 | Â |
Current Fiscal Year End Date | --01-31 | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Common Stock, Shares Outstanding | Â | 93,201,260 |
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DERIVATIVE LIABILITIES
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2011
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DERIVATIVE LIABILITIES | NOTE
6 – DERIVATIVE LIABILITIES
Derivative Warrant Instruments
In
the December 2010 and January 2011 Unit Offering, the Company
incurred liabilities for the estimated fair value of derivative
warrant instruments in the form of warrants. The estimated
fair value of the derivative warrant instruments was calculated
using the Black-Scholes option pricing model and amounted to
$1,323,133 at the grant dates as of December 22, 2010 and January
13, 2011. These estimates were re-valued as being $2,305,770
and $1,803,271 at the balance sheet dates as of January 31, 2011
and July 31, 2011, respectively. The Company recorded $754,137 and
$502,498 change in value as unrealized gain in non-operating income
for the three and six months ended July 31, 2011,
respectively.
The
fair value of each warrant granted in the private placement
offering has been estimated on the dates of grant using the
Black-Scholes option pricing model, under the following
assumptions:
In
April 2011, the Company added to the Unit Offering a first
over-allotment option. As such, the Company incurred liabilities
for the estimated fair value of derivative warrant instruments in
the form of warrants. The estimated fair value of the
derivative warrant instruments was calculated using the
Black-Scholes option pricing model and amounted to $71,973,
$131,077, and $88,824 at the grant dates of April 7, 2011, April
13, 2011, and April 30, 2011, respectively. The April 2011 grants
were re-valued as being $260,511 at the balance sheet date of July
31, 2011. The Company recorded a $92,747 and $31,363 change in
value as unrealized gain in non-operating expense for the three and
six months ended July 31, 2011, respectively.
The
fair value of each warrant granted in the private placement
offering has been estimated on the dates of grant using the
Black-Scholes option pricing model, under the following
assumptions:
In
June and July 2011, the Company closed its first and second
over-allotment options. The Company incurred liabilities for the
estimated fair value of derivative warrant instruments in the form
of warrants. The estimated fair value of the derivative
warrant instruments was calculated using the Black-Scholes option
pricing model and amounted to $149,203 and $102,957 at the grant
dates of June 15, 2011 and July 15, 2011, respectively. The grants
were re-valued as being $272,067 at the balance sheet date of July
31, 2011. The Company recorded a $19,906 change in value as
unrealized loss in non-operating expense for the three and six
months ended July 31, 2011.
The
fair value of each warrant granted in the private placement
offering has been estimated on the dates of grant using the
Black-Scholes option pricing model, under the following
assumptions:
|
BASIS OF PRESENTATION
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
BASIS OF PRESENTATION | NOTE
2 – BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements as of July 31,
2011 and 2010 and for the three and six months then ended have been
prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information, and pursuant to the instructions to Form 10-Q and
Article 8 of Regulation S-X of the Securities and Exchange
Commission (“SEC”) and on the same basis as the annual
audited financial statements. The financial statements as of and
for the three and six months ended July 31, 2011 and 2010 are
unaudited. In the opinion of management, these financial statements
include all adjustments, which, unless otherwise disclosed, are of
a normal recurring nature, necessary for a fair presentation of the
financial position, results of operations, and cash flows for the
periods presented. The results for interim periods are not
necessarily indicative of results for the entire year. The balance
sheet at January 31, 2011 has been derived from audited financial
statements; however, the notes to the financial statements do not
include all of the information and notes required by accounting
principles generally accepted in the United States of America for
complete financial statements. The accompanying unaudited interim
financial statements should be read in conjunction with the
financial statements and notes thereto included in our Annual
Report on Form 10-K for the year ended January 31, 2011 as
filed with the SEC.
|
EQUITY
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
EQUITY | NOTE
8 – EQUITY
Private Placement Offering
On
December 22, 2010, the Company sold to various persons
(collectively, the “Investors”) 58,478,258 units of its
securities (the “Units”) for gross proceeds of
$1,461,956, at an offering price of $0.025 per Unit. Each of
36,478,258 of the Units consists of one common share and a warrant
to purchase one-half share at $0.125 per whole share. Each of the
remaining 22,000,000 Units consists of one share of the
Company’s Series A Convertible Preferred Stock and warrants
to purchase one-half of one share of common stock. The warrants
will be exercisable from issuance until eighteen months after the
closing of the PPO.
On
January 13, 2011, the Company sold an additional 5,000,000 Units
for a total price of $125,000. The Company repurchased and
cancelled 2,000,000 Units for $50,000.
In
connection with the aforementioned over-allotment options, the
Company sold an additional 8,000,000 Units for a total price of
$200,000 in the quarter ended April 30, 2011. Additionally, the
Company sold 8,000,000 units for a total purchase price of $200,000
in the quarter ended July 31, 2011.
As
of July 31, 2011, cumulatively, the Company has sold a total of
77,478,258 Units for a total price of $1,936,956. The Company
incurred closing costs of $19,000, resulting in net proceeds from
the Offering of $1,917,956. The Company plans to apply the net
proceeds of the closing primarily towards the AuroTellurio
Acquisition (see Note 4), for the relief of certain outstanding
accounts payable, and for working capital purposes.
|
STOCK-BASED COMPENSATION
|
6 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 31, 2011
|
|||||||||||||||||||||||||||||||
STOCK-BASED COMPENSATION | NOTE
9 – STOCK-BASED COMPENSATION
Shares for Services
The
Company recognized non-cash stock-based compensation expense of $0
and $10,555 during the three and six months ended July 31, 2011 in
connection with a Consulting Services Agreement between the
Company and Melechdavid, Inc. No shares for services were
issued in the three and six months ended July 31,
2010.
Stock Options
The
Company has a stock-based compensation plan known as the 2007 Stock
Option Plan (the “Plan”). The Plan provides for the
granting of incentive and non-qualified stock options to acquire
common shares in the capital of California Gold Corp. The number of
shares authorized under the Plan is 16,000,000. As of July 31,
2011, 5,000,000 shares remain available for future grants under the
Plan.
On
July 27, 2011, the Company granted options to purchase 11,000,000
shares of its common stock to its employees and outside
consultants. These options have a 10-year term and were granted
with an exercise price of $0.09. The one third of these options, or
3,666,667, vested on the date of the grant, with the remaining two
thirds vesting on the first and second anniversaries of the date of
grant. The Company recorded stock-based compensation expense
attributable to options of $329,989 during the three and six months
ended July 31, 2011. As of July 31, 2011, there was approximately
$659,979 of total unrecognized compensation cost related to
non-vested stock options, which is expected to be recognized over
the next two years.
The
fair value of options granted in July 2011 was measured at the date
of grant using the Black-Scholes option-pricing model with the
following assumptions:
|
FAIR VALUE MEASUREMENTS
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
FAIR VALUE MEASUREMENTS | NOTE
7 – FAIR VALUE MEASUREMENTS
As
defined in FASB ASC Topic 820, fair value is the price that would
be received upon the sale of an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date. This Topic requires disclosure that
establishes a framework for measuring fair value and expands
disclosure about fair value measurements. The statement requires
fair value measurements be classified and disclosed in one of the
following categories:
Level
1: Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical, unrestricted assets or
liabilities. The Company considers active markets as those in which
transactions for the assets or liabilities occur in sufficient
frequency and volume to provide pricing information on an ongoing
basis.
Level
2: Pricing inputs other than quoted market prices included in Level
1 that are based on observable market data and are directly or
indirectly observable for substantially the full term of the asset
or liability. These include quoted market prices for similar assets
or liabilities, quoted market prices for identical or similar
assets in markets that are not active, adjusted quoted market
prices, inputs from observable data such as interest rate and yield
curves, volatilities or default rates observable at commonly quoted
intervals or inputs derived from observable market data by
correlation or other means.
Level
3: Pricing inputs that are unobservable or less observable from
objective sources. Unobservable inputs should only be used to the
extent observable inputs are not available. These inputs maintain
the concept of an exit price from the perspective of a market
participant and should reflect assumptions of other market
participants. An entity should consider all market participant
assumptions that are available without unreasonable cost and
effort. These are given the lowest priority and are generally used
in internally developed methodologies to generate management's best
estimate of the fair value when no observable market data is
available.
Financial
assets and liabilities are classified based on the lowest level of
input that is significant to the fair value measurement. The
Company’s assessment of the significance of a particular
input to the fair value measurement requires judgment, and may
affect the valuation of the fair value of assets and liabilities
and their placement within the fair value hierarchy
levels.
Certain
assets and liabilities are reported at fair value on a recurring or
nonrecurring basis in the Company’s balance sheet. The
following methods and assumptions were used to estimate the fair
values:
Cash, Prepaid assets, Mining rights (deposits), Accounts payable,
and Accrued liabilities
The
carrying amounts approximate fair value because of the short-term
nature or maturity of the instruments.
Derivative liabilities
The
Company’s determination of fair value of its derivative
instruments incorporates various factors required under FASB Topic
ASC 815. The fair values of the Company’s derivatives are
valued using less observable data from objective sources as inputs
into internal valuation models. Therefore, the Company considers
the fair value of its derivatives to be Level 3 hierarchy. At
July 31, 2011 and January 31, 2011, the aggregate Level 3 fair
value of the derivative liabilities was $2,335,849 and $2,305,770,
respectively.
|
STATEMENTS OF CASH FLOWS (Parenthetical) (USD $)
|
6 Months Ended | 88 Months Ended |
---|---|---|
Jul. 31, 2011
|
Jul. 31, 2011
|
|
Proceeds from common and preferred stock issued, offering costs | $ 3,500 | $ 3,500 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Reclassifications
Certain
amounts in prior periods have been reclassified to conform to
current period presentation.
Acquisition-Related Costs
For
the three and six months ended July 31, 2011, the Company incurred
certain costs related to the AuroTellurio Acquisition (as defined
below in Note 4). Those costs included legal, valuation, travel,
and other professional or consulting fees. The Company accounted
for those acquisition-related costs under FASB ASC Topic 805,
Business
Combinations. The costs were recognized as mineral property
expenses in the periods in which the costs were incurred and the
services received. The Company recorded $64,234 and $130,408 in
costs for the three and six months ended July 31, 2011,
respectively, and none for the three and six months ended July 31,
2010.
Stock-Based Compensation
The
Company accounts for its stock-based compensation in which the
Company obtains employee services in share-based payment
transactions under FASB ASC Topic 718, Compensation – Stock
Compensation, which requires the Company to expense the cost
of employee services received in exchange for an award of equity
instruments based on the grant date fair value of such instruments
over the vesting period.
The
Company also adopted FASB ASC Topic 505-50, Equity-Based Payments to
Non-Employees, to account for equity instruments issued to
parties other than employees for acquiring goods or services.
Such awards for services are recorded at either the fair value of
the consideration received or the fair value of the instruments
issued in exchange for such services, whichever is more reliably
measurable.
For
the three and six months ended July 31, 2011, the Company recorded
$329,989 and $340,544, respectively, in stock-based compensation as
a component of general and administrative expenses. The Company did
not issue any share-based payments to employees and non-employees
during the three and six months ended July 31, 2010.
Net Earnings (Loss) Per Share
Basic
net earnings (loss) per common share are computed by dividing net
earnings (loss) by the weighted-average number of common shares
outstanding during the period. Diluted net earnings (loss) per
common share is determined using the weighted-average number of
common shares outstanding during the period, adjusted for the
dilutive effect of common stock equivalents. In periods when losses
are reported, which is the case for all periods presented in these
consolidated financial statements, the diluted weighted-average
number of common shares outstanding excludes common stock
equivalents because their inclusion would be anti-dilutive. For the
three and six months ended July 31, 2011, the Company excluded
options to purchase 11,000,000 shares of common stock, as the
effect would be anti-dilutive.
New Accounting Pronouncements
The
Company does not expect adoption of the new accounting
pronouncements will have a material effect on the Company’s
financial statements.
|
MINING RIGHTS
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
MINING RIGHTS | NOTE
4 – MINING RIGHTS
On
February 11, 2011, the Company entered into a property option
agreement (the “AuroTellurio Option Agreement”) with
Mexivada Mining Corp. (“Mexivada”), which formalized
and replaced the earlier Letter Agreement with Mexivada
dated October 2010. Under the terms of the AuroTellurio Option
Agreement, the Company is committed to incur $3,000,000 in
cumulative exploration expenditures on the Property over a four
year period at an investment rate of at least $750,000 per year.
The Company will earn a 20% vested interest in the AuroTellurio
Property in the first year of the AuroTellurio Option Agreement by
investing $750,000 in an exploration program and up to an
additional 60% interest in the Property, in blocks of 20% each, by
investing an additional $750,000 in the exploration program in each
of the following three years, or sooner, and meeting all of the
other required terms of the AuroTellurio Option Agreement. Each 20%
interest will vest earlier if each year’s cash and stock
payments to Mexivada and $750,000 exploration expenditure
investment are completed earlier than scheduled.
Under
the terms of the Agreement, the Company will act as
“Operator,” exclusively responsible, in consultation
with Mexivada, for carrying out and administering exploration,
development and mining work on the AuroTellurio Property. If
costs of the exploration program exceed the agreed upon $3,000,000
investment, the Company will share additional costs with Mexivada
on a proportionate share basis. Once the Company has earned
its full 80% interest in the AuroTellurio Property, the Company
will form a joint venture with Mexivada applicable to the further
development and commercialization of the AuroTellurio
Property.
Mexivada
and its Mexican subsidiary hold only the mineral rights in the
AuroTellurio Property, which rights were granted by the government
of Mexico. Neither Mexivada nor its Mexican subsidiary owns
the real property rights to the land underlying the La Viuda
Concessions. Prior to the first closing under the AuroTellurio
Option Agreement on August 4, 2011, the Company obtained a surface
rights agreement with the landowner on whose property the La Viuda
Concessions are located to conduct its mineral exploration program.
The agreement became effective June 17, 2011, runs for a term of 12
months and may be extended for two additional years under the same
terms.
|
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RELATED PARTY TRANSACTIONS
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
RELATED PARTY TRANSACTIONS | NOTE
5 – RELATED PARTY TRANSACTIONS
Compensation of Officers and Directors
In
January 2011, the Company entered into an arrangement with George
Duggan to serve as the Company’s Chief Operating Officer
effective January 17, 2011. Under the terms of the arrangement, the
Company pays Mr. Duggan a $2,500 fee per month for his
services.
On
February 1, 2011, the Company entered into an independent
contractor consulting agreement with James Davidson, pursuant to
which the Company agreed to pay Mr. Davidson $5,000 per month for
12 months beginning February 1, 2011 for his services rendered to
the Company as the Chief Executive Officer. Per an amendment to the
consulting agreement between James Davidson and the Company, Mr.
Davidson’s monthly compensation for his services rendered to
the Company as the consultant was reduced from $5,000 to $2,000
effective June 2011.
The
total compensation to Mr. Duggan and Mr. Davidson amounted to
$16,500 and $36,500 for the three and six months ended July 31,
2011, respectively, and was recorded as a component of general and
administrative expenses.
Legal, Consulting and Other Professional Fees
The
Company has entered into a 12-month retainer agreement with
Gottbetter & Partners, LLP (“G&P”), effective
December 1, 2010, pursuant to which the Company will pay G&P, a
stockholder of the Company, a monthly fee of $5,500 for providing
legal services relating to SEC regulatory compliance and reporting
requirements.
For
the three months ended July 31, 2011 and 2010, professional legal
fees to G&P totaled $23,446 and $41,805 respectively, and
primarily related to SEC filings, private placement offerings, and
other general corporate matters. For the six months ended July 31,
2011 and 2010, legal fees to G&P totaled $46,168 and $67,967,
respectively, and primarily related to SEC filings, acquisitions,
private placement offerings, and other general corporate matters.
The legal fees incurred are included as a component of general and
administrative expenses.
In
December 2010, the Company entered into a consulting agreement with
Oberal International, Inc. (“Oberal”), a stockholder of
the Company. Oberal will provide the Company with regular and
customary capital markets and corporate finance consulting advice,
including recommendations concerning investor and strategic
introductions to potential industry partners. The agreement became
effective December 15, 2010 and ran for a term of 90 days. In
consideration of services to be rendered by Oberal, the Company
agreed to pay Oberal $25,250 for the term of the agreement. The
Company incurred $0 and $11,783 in consulting fees during the three
and six months ended July 31, 2011, which are included as a
component of general and administrative expenses.
In
January 2011, the Company entered into an administrative services
agreement with Incorporated Communications Services
(“ICS”), a California corporation. George Duggan, the
Company’s Chief Operations Officer, is the Vice President of
ICS. Pursuant to the agreement with ICS, ICS will make available
its address in La Canada, California to serve as the
Company’s corporate headquarters and communications office,
and provide the Company with basic administrative services,
including coordinating and routing incoming telephone calls,
handling investor inquiries, assisting in the preparation of press
releases, developing an informational website and coordinating with
the auditors and financial statement preparers. The Company pays
ICS a monthly fee of $6,000 for these services. This agreement with
ICS became effective January 1, 2011, runs for a term of 12 months
and may be extended or terminated by the parties upon 60 days prior
notice. The Company incurred $18,000 and $36,000 in management fees
for the three and six months ended July 31, 2011, which are
included as a component of general and administrative
expenses.
In
January 2011, the Company entered into a consulting agreement with
Melechdavid, Inc., a stockholder of the Company. Melechdavid, Inc.
provided certain consulting services to the Company’s
business for a term of 90 days, commencing on January 18, 2011, the
effective date of this agreement, and fair valued at $12,500. In
consideration of services to be rendered by Melechdavid, Inc., the
Company issued the 500,000 restricted shares of its common stock,
$0.001 per share, on February 28, 2011. The Company recorded the $0
and $10,555 of stock-based compensation expense for the services
provided by Melechdavid, Inc. to the Company in the three and six
months ended July 31, 2011.
On
June 6, 2011, the Company entered into consulting agreement with
Michael Baybak, a stockholder of the Company. The Company engaged
Mr. Baybak to provide certain consulting services related to the
Company’s business for a minimum period through June 5, 2013
for a monthly compensation fee of $6,000. The Company incurred
$12,000 in consulting fees to Mr. Baybak for the three and six
months ended July 31, 2011, which are included as a component of
general and administrative expenses.
|
GENERAL ORGANIZATION AND BUSINESS
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
GENERAL ORGANIZATION AND BUSINESS | NOTE
1 – GENERAL ORGANIZATION AND BUSINESS
California
Gold Corp. (“California Gold” or the
“Company”) is a Nevada corporation whose principal
focus is the identification, acquisition, and development of rare
and precious metals mining properties in the Americas. The Company
is still in the exploration stage and has not generated any
revenues from its mining properties to date.
The
Company was incorporated on April 19, 2004 under the name of
Arbutus Resources, Inc. On August 9, 2007, the Company changed its
name to US Uranium, Inc. On March 9, 2009, the Company changed its
name to California Gold Corp.
|
SUBSEQUENT EVENTS
|
6 Months Ended |
---|---|
Jul. 31, 2011
|
|
SUBSEQUENT EVENTS | NOTE
10 – SUBSEQUENT EVENTS
The
Company evaluates subsequent events through the date when financial
statements are filed with the SEC.
First Closing under the AuroTellurio Option Agreement
On
August 4, 2011, the Company conducted the first closing (the
“First Closing”) under the AuroTellurio Option
Agreement (See Note 4). On the date of the First
Closing, the Company paid Mexivada an additional $10,000 in cash
and issued to Mexivada 250,000 shares of its restricted common
stock. In exchange, the Company received from Mexivada
four fully executed title deeds, each transferring to the Company a
twenty percent (20%) interest in the La Viuda Concessions
comprising the AuroTellurio Property, to be held in escrow by the
Company's counsel until fully vested in accordance with their terms
or returned to Mexivada.
|
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