-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JnVhRKQu4npdOmuHaZ2sqj4vJlkTEG1y5cdP1ZjWLKGuOnAIHh2hAGwvU4Qc+A0T AYwUpBkHSjxx9KTPHXWDXA== 0001165527-10-000205.txt : 20100316 0001165527-10-000205.hdr.sgml : 20100316 20100315204801 ACCESSION NUMBER: 0001165527-10-000205 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080731 FILED AS OF DATE: 20100316 DATE AS OF CHANGE: 20100315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YELLOWCAKE MINING INC. CENTRAL INDEX KEY: 0001375483 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 830463005 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52293 FILM NUMBER: 10683502 BUSINESS ADDRESS: STREET 1: 7 ASHLAND ROAD, SUITE 219 CITY: CALDWELL STATE: NJ ZIP: 07006 BUSINESS PHONE: (732) 889-1558 MAIL ADDRESS: STREET 1: 7 ASHLAND ROAD, SUITE 219 CITY: CALDWELL STATE: NJ ZIP: 07006 FORMER COMPANY: FORMER CONFORMED NAME: Hoopsoft Development Corp DATE OF NAME CHANGE: 20060914 10-K/A 1 g3929.txt AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: July 31, 2008 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number: 000-52293 YELLOWCAKE MINING INC. (Exact name of registrant as specified in its charter) Nevada 83-0463005 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 720-999 West Broadway, Vancouver, BC Canada V5Z 1K5 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 604-685-4048 Securities registered pursuant to Section 12(b) of the Act Title of Each Class Name of each Exchange on which registered - ------------------- ----------------------------------------- Nil N/A 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 [ ] No [X] 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 [ ] No [ ] Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) 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. Yes [ ] No [X] 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 Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a Smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes[ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. 38,413,768 common shares at a price of $0.485 per share for an aggregate market value of $18,630,677.48 (1) 1. The aggregate market value of the voting stock held by non-affiliates is computed by reference to the average bid and asked price of our common stock, as of the last business day of our most recently completed second fiscal quarter Note.--If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 51,413,768 shares of common stock are issued and outstanding as of November 13, 2008. DOCUMENTS INCORPORATED BY REFERENCE Not Applicable EXPLANATORY NOTE: This Amendment on Form 10-K/A constitutes an amendment to our annual report on Form 10-K for the fiscal year ended July 31, 2008, which was originally filed with the Securities and Exchange Commission on November 13, 2008. This amendment is being filed solely for the purpose of correcting the disclosure in Item 9A(T) Controls and Procedures and complying with Rules 13a-15 and 15d-15 of the Exchange Act only. As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this amendment. All other information included in our annual report on Form 10-K for the fiscal year ended July 31, 2008 has not been amended. Except for the matter described above, this amendment does not change any previously reported financial results, modify or update disclosures in the Form 10-K, or reflect events occurring after the date of the filing of the Form 10-K. 2 ITEM 9A(T). CONTROLS AND PROCEDURES DISCLOSURE CONTROLS AND PROCEDURES As required by paragraph (b) of Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our principal executive and principal financial officer, evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on its evaluation, our management, with the participation of our principal executive and principal financial officer concluded that as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were not effective. LIMITATIONS ON EFFECTIVENESS OF CONTROLS Management believes that 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 our 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 a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is 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, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our principal executive and principal financial officer, the effectiveness of our internal control over financial reporting as of July 31, 2008. Based on its evaluation under the framework in Internal Control--Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management, with the participation of our principal executive and principal financial officer concluded that our internal control over financial reporting was not effective as of July 31, 2008, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. This annual report does not include an attestation report of our company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our company's independent registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management's report in this annual report. 3 MATERIAL WEAKNESSES IDENTIFIED Based on our management's evaluation required by paragraph (d) of Rule 13a-15 and of Rule 15d-15 of the Exchange Act, our management determined that we had certain significant deficiencies in internal control that our management believes represent material weaknesses, including: (i) Lack of a sufficient number of independent directors for our board and audit committee. As a publicly-traded company, we should strive to have a majority of our board of directors be independent; (ii) Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the year ended July 31, 2008, we had limited staff at our executive office in Vancouver, British Columbia that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected; (iii) Our company's accounting personnel and management does not have sufficient technical accounting knowledge relating to accounting for options granted to directors and officers, and employees; (iv) Our company's accounting personnel and management does not have sufficient technical accounting knowledge relating to accounting for income taxes; (v) Our company's accounting personnel and management does not have sufficient technical knowledge in the preparation of financial statements and (vi) Insufficient corporate governance policies. Our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management. The full list of these weaknesses were discovered by our management during the performance of its evaluation and report on Internal Control over Financial Reporting as described above. Some of these weaknesses were known to our management previously. Our management believes that these weaknesses have existed in our company since our change in control that began on or about January 16, 2007, when the company had a change of directors, officers and control persons. PLAN FOR REMEDIATION OF MATERIAL WEAKNESSES We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies when we are able to do so financially and when the timing is appropriate for our company. We do not know what further measures we will take, when we will take them or how much they will cost. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING The following changes in our internal control over financial reporting took place during the fiscal quarter ended July 31, 2008 and have materially affected or are reasonably likely to materially affect our internal control over financial reporting: 4 During the fiscal quarter that ended July 31, 2008, we took the following measures that did not remove any of our weaknesses: (i) We engaged a professional accounting firm to provide assistance in the review of stock based compensation expense calculation on May 1, 2008; (ii) We engaged a professional accounting firm to assist in the accounting of income taxes on May 1, 2008; (iii) We engaged a professional accounting firm to assist in the preparation of financial statements on May 1, 2008; and (iv) We implemented a policy to formally document all decisions made by the board in a timelier manner on May 1, 2008. The material cost of these measures has been approximately $79,700 from May 1, 2008 to October 31, 2009 and we expect to pay approximately an additional $12,000 per fiscal quarter for at least the 12 month period to October 31, 2010. Although the changes we have made have remedied in part, the weaknesses listed under (ii)(iii)(iv)(v) and (vi) listed above on page 5, we continue to have all of the weaknesses as described above. We intend to take appropriate and reasonable steps to make the necessary improvements to remediate our material weaknesses when we are able to do so financially and when the timing is appropriate for our company. We do not know what further measures we will take, when we will take them or how much they will cost. CERTIFICATIONS Certifications with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this annual report on Form 10-K. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. Exhibit Number Description - ------ ----------- 3.1 Articles of Incorporation (attached as an exhibit to our Form SB-2 Registration Statement, filed on September 22, 2006) 3.2 Bylaws (attached as an exhibit to our Form SB-2 Registration Statement, filed on September 22, 2006) 3.3 Articles of Merger filed with the Secretary of State on January 12, 2007 and which is effective January 23, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 25, 2007) 3.4 Certificate of Change filed with the Secretary of State of Nevada on January 12, 2007 and which is effective January 23, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 25, 2007) 3.5 Amended and Restated Bylaws (attached as an exhibit to our current report on Form 8-K, filed on September 18, 2008) 5.1 Legal Opinion of Clark Wilson LLP (attached an exhibit to our Form S-1 filed on September 15, 2008) 10.1 Letter of intent between our company and Strathmore Minerals Corp. dated January 29, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 30, 2007) 5 10.2 Form of Overseas Subscription Agreement (attached as an exhibit to our current report on Form 8-K, filed on February 22, 2007) 10.3 Form of US Subscription Agreement (attached as an exhibit to our current report on Form 8-K, filed on February 22, 2007) 10.4 Option and Joint Venture Agreement dated March 14, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on March 16, 2007) 10.5 Letter of Intent dated April 5, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on April 10, 2007) 10.6 Letter of Intent dated April 12, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on April 19, 2007) 10.7 Investor Relations Agreement with Carson Seabolt dated June 15, 2007 (attached as an exhibit to our current report on Form 8-K, filed on July 12, 2007) 10.8 Amended Letter of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding the Jeep Project (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007) 10.9 Amended Letter of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding the Sky Project (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007 10.10 Stock Option Plan (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007) 10.11 Form of Master Agreement Concerning Lease and Option for Purchase and Sale of Mining Properties (Mining Claims, Montrose County, Colorado) (attached as an exhibit to our current report on Form 8- K filed on January 7, 2008) 10.12 Limited Liability Company Operating Agreement dated effective December 31, 2007 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008) 10.13 Jeep Project Termination Agreement dated April 21, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008) 10.14 Sky Project Termination Agreement dated April 21, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008) 14.1 Code of Ethics (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007) 16.1 Letter on change in certifying accountant (attached as an exhibit to our current report on Form 8-K, filed on June 14, 2007 and amended on July 12, 2007) 31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002 99.1 Audit Committee Charter (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007) 99.2 Nominating Committee Charter (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007) - ---------- * filed herewith 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. YELLOWCAKE MINING INC. By: /s/ Lisa Lopomo --------------------------------------------------- Lisa Lopomo President, Secretary and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Dated: March 15, 2010 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. By: /s/ Lisa Lopomo --------------------------------------------------- Lisa Lopomo Director Dated: March 15, 2010 7 EX-31.1 2 ex31-1.txt SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Lisa Lopomo, certify that: 1. I have reviewed this Form 10-K/A of Yellowcake Mining Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. March 15, 2010 /s/ Lisa Lopomo - -------------------------------------------- Lisa Lopomo President, Secretary, Treasurer and Director Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer EX-32.1 3 ex32-1.txt SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the annual report on Form 10-K/A of Yellowcake Mining Inc. for the year ended July 31, 2008, the undersigned, Lisa Lopomo, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to her knowledge: 1. the Form 10-K/A fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. the information contained in the Form 10-K/A fairly presents, in all material respects, the financial condition and results of operations of Yellowcake Mining Inc. March 15, 2010 /s/ Lisa Lopomo - -------------------------------------------- Lisa Lopomo President, Secretary, Treasurer and Director Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer A signed original of this written statement required by Section 906 has been provided to Yellowcake Mining Inc. and will be retained by Yellowcake Mining Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----