UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2015
[ ] 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 000-52879
CONTACT MINERALS CORP.
(Exact name of registrant as specified in its charter)
| NEVADA | 39-2060052 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) |
| 595 Hornby Street, Suite 706 | |
| Vancouver, British Columbia, Canada | V6C 2E8 |
| (Address of principal executive offices) | (Zip Code) |
(604) 629-1007
(Registrant's telephone
number, including area code)
N/A
(Former name, former address and
former fiscal year, if changed since last report)
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.
[X]
Yes [ ] No
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 (s. 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).
[X] Yes [ ] No
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 [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
[X]
Yes [ ] No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of March 11, 2015, the Registrant had 16,530,000 shares of common
stock outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and six month periods ended January 31, 2015 are not necessarily indicative of the results that can be expected for the year ending July 31, 2015.
2
Contact Minerals Corp.
(Unaudited)
January 31, 2015
| Index | |
| Balance Sheets | F–1 |
| Statements of Operations and Comprehensive Income (Loss) | F–2 |
| Statements of Cash Flows | F–3 |
| Notes to the Financial Statements | F–4 |
Contact Minerals Corp.
Balance Sheets
(Expressed in
U.S. dollars)
| January 31, | July 31, | |||||
| 2015 | 2014 | |||||
| $ | $ | |||||
| (Unaudited) | (Audited) | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | 5,403 | 8,195 | ||||
| Prepaid expenses | 6,250 | – | ||||
| Total Assets | 11,653 | 8,195 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| Current Liabilities | ||||||
| Accounts payable (Note 4(a)) | 195 | 92 | ||||
| Accrued liabilities | 472 | 550 | ||||
| Due to related parties (Note 4(b)) | 194,222 | 197,383 | ||||
| Total Liabilities | 194,889 | 198,025 | ||||
| Stockholders’ Deficit | ||||||
| Preferred stock | ||||||
| Authorized: 15,000,000 shares, par value $0.001 | ||||||
| None issued and outstanding | – | – | ||||
| Common stock | ||||||
| Authorized: 300,000,000 shares, par value $0.001 | ||||||
| Issued and outstanding : 16,530,000 shares | 16,530 | 16,530 | ||||
| Additional paid-in capital | 524,629 | 524,629 | ||||
| Donated capital (Note 4(c)) | 140,881 | 131,881 | ||||
| Accumulated deficit | (865,276 | ) | (862,870 | ) | ||
| Total Stockholders’ Deficit | (183,236 | ) | (189,830 | ) | ||
| Total Liabilities and Stockholders’ Deficit | 11,653 | 8,195 | ||||
| Nature of Operations and Going Concern (Note 1) |
(The accompanying notes are an integral part of these financial statements)
F-1
Contact Minerals Corp.
Statements of Operations and
Comprehensive Income (Loss)
(Expressed in U.S. dollars)
(Unaudited)
| For the | For the | For the | For the | |||||||||
| Three Months | Three Months | Six Months | Six Months | |||||||||
| Ended | Ended | Ended | Ended | |||||||||
| January 31, | January 31, | January 31, | January 31, | |||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||
| $ | $ | $ | $ | |||||||||
| Expenses | ||||||||||||
| General and administrative | 3,657 | 2,626 | 8,133 | 7,724 | ||||||||
| Foreign currency gain | (22,463 | ) | (10,873 | ) | (28,434 | ) | (13,225 | ) | ||||
| Management fees (Note 4(c)) | 3,000 | 3,000 | 6,000 | 6,000 | ||||||||
| Professional services | 4,338 | 3,923 | 13,707 | 17,702 | ||||||||
| Rent (Note 4(c)) | 1,500 | 1,500 | 3,000 | 3,000 | ||||||||
| Net Income (Loss) and Comprehensive Income (Loss) | 9,968 | (176 | ) | (2,406 | ) | (21,201 | ) | |||||
| Net Income (Loss) Per Common Share – Basic and Diluted | 0.00 | (0.00 | ) | (0.00 | ) | (0.00 | ) | |||||
| Weighted Average Number of Common Shares Outstanding | 16,530,000 | 16,530,000 | 16,530,000 | 16,530,000 |
(The accompanying notes are an integral part of these financial statements)
F-2
Contact Minerals Corp.
Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)
| For the | For the | |||||
| Six Months | Six Months | |||||
| Ended | Ended | |||||
| January 31, | January 31, | |||||
| 2015 | 2014 | |||||
| $ | $ | |||||
| Operating Activities | ||||||
| Net loss | (2,406 | ) | (21,201 | ) | ||
| Adjustments for non-cash items: | ||||||
| Donated services and rent | 9,000 | 9,000 | ||||
| Foreign exchange gain | (28,434 | ) | (13,225 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts payable and accrued liabilities | 147 | – | ||||
| Prepaid expenses | (6,250 | ) | – | |||
| Net Cash Used in Operating Activities | (27,943 | ) | (25,426 | ) | ||
| Financing Activities | ||||||
| Advances from related parties | 26,559 | 27,967 | ||||
| Net Cash Provided by Financing Activities | 26,559 | 27,967 | ||||
| Net effect of exchange rate changes on cash | (1,408 | ) | 10 | |||
| (Decrease) Increase in Cash | (2,792 | ) | 2,551 | |||
| Cash – Beginning of Period | 8,195 | 5,982 | ||||
| Cash – End of Period | 5,403 | 8,533 | ||||
| Supplemental Disclosures: | ||||||
| Interest paid | – | – | ||||
| Income taxes paid | – | – |
(The accompanying notes are an integral part of these financial statements)
F-3
Contact Minerals Corp.
Notes to the Financial Statements
(Expressed in U.S. dollars)
January 31, 2015
(unaudited)
| 1. | Nature of Operations and Going Concern |
|
Contact Minerals Corp. (the “Company”) was incorporated in the State of Nevada on April 25, 2007. The Company’s principal business is the acquisition and exploration of mineral properties. The Company does not currently own any mineral properties. |
||
These financial statements 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. The Company has never generated revenue and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. 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 financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in the prospective properties, the confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at January 31, 2015, the Company has a working capital deficiency of $183,236 and has accumulated losses of $865,276 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to continue to review and assess new mineral exploration or development projects for acquisition. The Company intends to fund these activities through debt and equity financing arrangements. There is no assurance that the Company will obtain the necessary financing to complete its objectives. |
||
| 2. | Summary of Significant Accounting Policies |
|
The unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q and they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited annual financial statements and notes thereto for the year ended July 31, 2014, included in the Company’s Annual Report on Form 10-K filed on October 27, 2014, with the SEC. |
||
In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the six months ended January 31, 2015, are not necessarily indicative of the results that may be expected for future quarters or the year ending July 31, 2015. |
||
| 3. | Recently Adopted Accounting Pronouncements |
|
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
||
| 4. | Related Party Transactions and Balances |
|
| a) | As at January 31, 2015, the Company is indebted to a relative of the President of the Company for $79 (CDN$100) (July 31, 2014 – $92 (CDN$100)) for expenses incurred on behalf of the Company. The amount is included in accounts payable and is non-interest bearing, unsecured, and due on demand. |
|
| b) | As at January 31, 2015, the Company is indebted to the President of the Company for $194,222 (July 31, 2014 – $197,383) for advances and expenses incurred on behalf of the Company. The amount is included in due to related parties and is non-interest bearing, unsecured, and due on demand. |
|
| c) | During the six months ended January 31, 2015, the Company recognized a total of $6,000 (2014 - $6,000) for donated services at $1,000 per month and $3,000 (2014 - $3,000) for donated rent at $500 per month provided by the President of the Company, which have been included in the statements of operations and comprehensive loss. |
|
F-4
Contact Minerals Corp.
Notes to the Financial Statements
(Expressed in U.S. dollars)
January 31, 2015
(unaudited)
| 5. | Fair Value of Financial Instruments |
ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value: |
|
Level 1 |
|
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
|
Level 2 |
|
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
|
Level 3 |
|
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
|
The financial instruments consist principally of cash, accounts payable, and due to related parties. The fair value of cash when applicable is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. |
|
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of January 31, 2015 and July 31, 2014, as follows: |
| Fair Value Measurements Using | ||||||||||||||||
| Quoted Prices in | Significant | |||||||||||||||
| Active Markets | Other | Significant | ||||||||||||||
| For Identical | Observable | Unobservable | ||||||||||||||
| Instruments | Inputs | Inputs | Balance as of | Balance as of | ||||||||||||
| (Level 1) | (Level 2) | (Level 3) | January 31, 2015 | July 31, 2014 | ||||||||||||
| Assets: | ||||||||||||||||
| Cash | 5,403 | – | – | 5,403 | 8,195 | |||||||||||
The Company does not have any liabilities measured at fair value on a recurring basis presented on the Company’s balance sheet as of January 31, 2015, and July 31, 2014.
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions.
F-5
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements." These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Part II – Item 1A. Risk Factors” and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our Annual Reports, our Quarterly Reports and our Current Reports we file from time to time with the United States Securities and Exchange Commission (the “SEC”). Copies of all of our filings with the SEC may be accessed by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings.
As used in this Quarterly Report, the terms "we,” "us,” "our,” and “Contact” mean Contact Minerals Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
OVERVIEW
We were incorporated under the laws of the State of Nevada on April 25, 2007.
We currently have no business operations or significant assets. We plan to identify and acquire an interest in a mineral property. The acquisition of a mineral property will be dependent upon our possessing sufficient capital resources at the time to purchase such mineral property. We have not entered into any discussions, understandings, arrangements or other agreements, preliminary or otherwise, for acquiring any mineral property and/or funding arrangements for the purpose of acquiring a mineral property.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to identify and acquire an interest in a mineral property on which we will carry out exploration activities. We are unable to provide an estimate of our exact financial needs for the next twelve months. However, as at January 31, 2015, we had cash on hand of $5,403 and a working capital deficit of $183,236. As such, we will require additional financing in the near future in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying a mineral property, of which there is no assurance, we anticipate that we will need to obtain financing in order to pursue an exploration program.
RESULTS OF OPERATIONS
Three and Six Months Summary
| Three Months Ended | Percentage | Six Months Ended | Percentage | |||||||||||||||
| January 31, | Increase / | January 31, | Increase / | |||||||||||||||
| 2015 | 2014 | (Decrease) | 2015 | 2014 | (Decrease) | |||||||||||||
| Revenue | $ | - | $ | - | n/a | $ | - | $ | - | n/a | ||||||||
| Expenses | 9,968 | (176 | ) | (5,763.6 | )% | (2,406 | ) | (21,201 | ) | (88.7 | )% | |||||||
| Net Loss | $ | 9,968 | $ | (176 | ) | (5,763.6 | )% | $ | (2,406 | ) | $ | (21,201 | ) | (88.7 | )% | |||
Revenues
We have not earned any revenue since inception. We do not anticipate earning revenues until such time as we enter into commercial production of a mineral property. We are presently in the stage of reviewing potential properties for acquisition and we can provide no assurance that we will acquire an interest in a mineral property, discover proven reserves on such mineral property, or if such deposits are discovered, that we will enter into further exploration programs.
Operating Costs and Expenses
Our operating expenses for the three and six months ended January 31, 2015 and 2014 consisted of the following:
| Three Months Ended | Percentage | Six Months Ended | Percentage | |||||||||||||||
| January 31, | Increase / | January 31, | Increase / | |||||||||||||||
| 2015 | 2014 | (Decrease) | 2015 | 2014 | (Decrease) | |||||||||||||
| General and Administrative | $ | 3,657 | $ | 2,626 | 39.3% | $ | 8,133 | $ | 7,724 | 5.3% | ||||||||
| Foreign Currency Loss (Gain) | (22,463 | ) | (10,873 | ) | 106.6% | (28,434 | ) | (13,225 | ) | 115.0% | ||||||||
| Management Fees | 3,000 | 3,000 | 0.0% | 6,000 | 6,000 | 0.0% | ||||||||||||
| Professional Services | 4,338 | 3,923 | 10.6% | 13,707 | 17,702 | (22.6)% | ||||||||||||
| Rent | 1,500 | 1,500 | 0.0% | 3,000 | 3,000 | 0.0% | ||||||||||||
| Total Expenses | $ | (9,968 | ) | $ | 176 | (5,763.6)% | $ | 2,406 | $ | 21,201 | (88.7)% | |||||||
The decrease in our operating expenses during the three months ended January 31, 2015 is primarily a result of the recording of an increased foreign currency gain. The increase was primarily offset by increases in general and administrative expenses and professional fees.
The decrease in our operating expenses during the six months ended January 31, 2015 is primarily a result of the recording of an increased foreign currency gain and decreased professional services. The decrease in our operating expenses was partially offset by increases in general and administrative expenses.
Professional services primarily consist of legal and accounting fees in connection with meeting our ongoing reporting obligations under the Securities Exchange Act of 1934 (the “Exchange Act”).
We do not currently pay any management fees to our sole executive officer and director or any rent for use of our office. However, we recognize $1,000 per month for donated management fees and $500 per month for donated rent provided by our sole executive officer and director.
We anticipate that our expenses will increase significantly if we are able to identify and acquire an interest in a mineral property and pursue an exploration program on a mineral property. However, there are no assurances that we will be able to identify and acquire an interest in a mineral property.
4
LIQUIDITY AND CAPITAL RESOURCES
| Working Capital | |||||||||
| Percentage | |||||||||
| At January 31, 2015 | At July 31, 2014 | Increase / (Decrease) | |||||||
| Current Assets | $ | 11,653 | $ | 8,195 | 42.2% | ||||
| Current Liabilities | (194,889 | ) | (198,025 | ) | (1.6 | )% | |||
| Working Capital Deficit | $ | (183,236 | ) | $ | (189,830 | ) | (3.5 | )% |
| Cash Flows | ||||||
| Six Months Ended January 31, | ||||||
| 2015 | 2014 | |||||
| Cash Flows (Used In) Operating Activities | $ | (27,943 | ) | $ | (25,426 | ) |
| Cash Flows (Used In) Investing Activities | - | - | ||||
| Cash Flows Provided By Financing Activities | 26,559 | 27,967 | ||||
| Net Effect of Exchange Rates on Cash | (1,408 | ) | 10 | |||
| Increase (Decrease) In Cash | $ | (2,792 | ) | $ | 2,551 | |
We had cash on hand of $5,403 and a working capital deficit of $183,236 as at January 31, 2015 compared to cash on hand of $8,195 and a working capital deficit of $189,830 as at July 31, 2014. Our working capital deficit remained decreased only slightly, primarily as result of our recording of an increased foreign currency gain. We have relied on loans from related parties to meet ongoing operating expenses.
Financing Requirements
Our ability to identify and acquire a mineral property is dependent upon our ability to obtain additional financing in the near term. We anticipate that such funding will be in the form of equity financing from sales of our common stock. However, there is no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our business plan should we decide to proceed. We believe that debt financing will not be an alternative for funding the acquisition of a mineral property or the exploration of such mineral property. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.
We anticipate continuing to rely on equity sales of our common shares and advances from our sole executive officer and director in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our business operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
CRITICAL ACCOUNTING POLICIES
The financial statements presented with this Quarterly Report have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. These financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at January 31, 2015, and for all periods presented in the attached financial statements, have been included. Interim results for the six months ended January 31, 2015 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.
5
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the interim financial statements included with this Quarterly Report.
Mineral Property Costs
We are primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized in accordance with ASC 360, Property, Plant and Equipment, when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of our shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.
When mineral properties are acquired under option agreements with future acquisition payments to be made at our sole discretion, those future payments, whether in cash or shares, are recorded only when we have made or are obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre feasibility, the costs incurred to develop such property are capitalized.
Donated Capital
We reflect donated capital, such as outright gifts to us by way of donated management services provided, in the Statement of Operations. Donated management services are recognized if the services received (a) create or enhance non-financial assets, or (b) require specialized skills, are provided by individuals possessing these skills, and would typically need to be purchased if not provided by donation.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2015 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting disclosed in our Annual Report on Form 10-K for the year ended July 31, 2014 (the “2014 Annual Report”).
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2014 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended January 31, 2015 fairly present our financial condition, results of operations and cash flows in all material respects.
6
Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended January 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any other legal proceedings and, to our knowledge; no other legal proceedings are pending, threatened or contemplated.
ITEM 1A. RISK FACTORS.
The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.
If we do not obtain additional financing, our business will fail.
As of January 31, 2015, we had cash in the amount of $5,403. We plan to identify and acquire an interest in a mineral property. Our ability to acquire a mineral property will be dependent upon obtaining additional financing. Obtaining additional financing would be subject to a number of factors, including the market prices for the mineral property and gold, silver, copper and iron. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. There are no assurances that we will be able to obtain additional financing on terms satisfactory to us.
Because of the speculative nature of exploration of mining properties, there is substantial risk that our business will fail.
We were incorporated on April 25, 2007 and, to date, have been involved primarily in organizational activities and the acquisition of a mineral property, which has since lapsed. We have not earned any revenues as of the date of this report. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with acquiring a mineral property and the exploration of an acquired the mineral property. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Assuming that we are able to acquire a mineral property, prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development and production of minerals from a claim, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
Even if we discover proven reserves of precious metals on a mineral property, we may not be able to successfully commence commercial production.
Assuming that we are able to acquire a mineral property, if an exploration program is successful in discovering proven reserves on a mineral property, we will require additional funds in order to place a mineral property into commercial production. The expenditures to be made by us in the exploration of a mineral property in all probability will be lost as it is an extremely remote possibility that the mineral claim will contain proven reserves. The funds required for commercial mineral production can range from several million to hundreds of millions. We currently do not have sufficient funds to place a mineral property into commercial production. Obtaining additional financing would be subject to a number of factors, including the market prices for gold, silver, copper and iron, and the costs of exploring for or mining these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Because we will need additional financing to fund our exploration activities, there is substantial doubt about our ability to continue as a going concern. At this time, there is a risk that we will not be able to obtain such financing as and when needed.
8
Because we anticipate that our operating expenses will increase prior to our earning revenues, we may never achieve profitability.
Assuming that we are able to acquire a mineral property, prior to completion of an exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate revenues from the exploration of a mineral property, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.
The search for valuable minerals involves numerous hazards and risks normally incident to exploring for and developing mineral properties. As a result, we may become subject to liability for such hazards, including pollution, cave-ins, unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, changes in technology or mining techniques, periodic interruptions, industrial accidents, and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards and have no plans to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.
If we receive positive results from an exploration program and we decide to pursue commercial production, we may be subject to an environmental review process that may delay or prohibit commercial production.
Assuming that we are able to acquire a mineral property, if we enter a production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:
| (i) |
Water discharge will have to meet drinking water standards; | |
| (ii) |
Dust generation will have to be minimal or otherwise re-mediated; | |
| (iii) |
Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation; | |
| (iv) |
An assessment of all material to be left on the surface will need to be environmentally benign; | |
| (v) |
Ground water will have to be monitored for any potential contaminants; | |
| (vi) |
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and | |
| (vii) |
There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species. |
There is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities did not approve our mine or if the costs of compliance with government regulation adversely affected the commercial viability of the proposed mine.
Because our sole executive officer does not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.
Kerry J. McCullagh, our sole executive officer and sole director, does not have any formal training as a geologist or in the technical aspects of management of a mineral exploration company. With no direct training in these areas, our management may not be fully aware of the specific technical requirements related to working within this industry. Although Mr. McCullagh has some extensive business experience with exploration companies, his decisions and choices may not take into account standard exploration or managerial approaches mineral exploration companies commonly use. Consequently, our operations and ultimate financial success could suffer irreparable harm due to management’s lack of technical know-how in this industry.
9
We are highly dependent on our senior management. The loss of our sole executive officer could hinder our ability to pursue our stated plan of operation and obtain debt or equity financing, if and when required.
We believe that our continued success depends to a significant extent upon the efforts and abilities of our senior management and in particular Kerry J. McCullagh, our sole executive officer and director. Mr. McCullagh has worked in the mining exploration industry for over 20 years. We believe that the loss of Mr. McCullagh's business and management experience could hinder our ability to pursue our stated plan of operation and obtain debt or equity financing, if and when required.
Because our sole executive officer has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, which may cause our business to fail.
Kerry J. McCullagh, our sole executive officer and director, is also a principal of Polar Capital Corp., now a private British Columbia consulting company providing management and administrative services to mining exploration companies. Because we are in the early stages of our business, Mr. McCullagh devotes approximately 10 hours per week to our affairs. If the demands of our business require the full business time of Mr. McCullagh, he is prepared to adjust his timetable to devote up to 20 hours a week. However, Mr. McCullagh may not be able to devote sufficient time to the management of our business, as and when needed. It is possible that the demands of Mr. McCullagh's other business interests will increase with the result that he would no longer be able to devote sufficient time to the management of our business. Competing demands on Mr. McCullagh's time may lead to a divergence between his interests and the interests of other shareholders.
Because our sole executive officer and sole director owns 42% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. McCullagh are inconsistent with the best interests of other stockholders.
Kerry J. McCullagh, our sole executive officer and sole director, controls 42% of the issued and outstanding shares of our common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr. McCullagh is able to significantly influence who is elected to our board of directors and thus could act, or could have the power to act, as our management. The interests of Mr. McCullagh may not be, at all times, the same as those of other shareholders. Since Mr. McCullagh is not simply a passive investor but is also our sole executive officer, his interests as an executive may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. McCullagh exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our board of directors. In addition, Mr. McCullagh will have the ability to significantly influence the outcome of most corporate actions requiring shareholder approval, including the merger of our company with or into another company, the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership with Mr. McCullagh may also have the effect of delaying, deferring or preventing a change in control of Contact, which may be disadvantageous to minority shareholders.
Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.
Because our securities constitute “penny stocks” within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the trading price of our common stock is less than $5.00 per share, the common stock will be subject to rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
10
| 1. |
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; |
| 2. |
contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; |
| 3. |
contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; |
| 4. |
contains a toll-free telephone number for inquiries on disciplinary actions; |
| 5. |
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and |
| 6. |
contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.
11
ITEM 6. EXHIBITS.
The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
| Exhibit | |
| Number | Description of Exhibit |
| 3.1 |
Articles of Incorporation, as amended.(1) |
| 3.2 |
Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share (2-for-1 Stock Split).(3) |
| 3.3 |
Bylaws.(1) |
| 4.1 |
Form of Convertible Note.(4) |
| 31.1 | |
| 32.1 | |
| 99.1 |
Audit Committee Charter.(2) |
|
| |
| 101.INS |
XBRL Instance Document. |
|
| |
| 101.SCH | XBRL Taxonomy Extension Schema. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase. |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase. |
Notes:
| (1) |
Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 filed on October 1, 2007. |
| (2) |
Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on October 29, 2008. |
| (3) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 9, 2009. |
| (4) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 12, 2010. |
12
SIGNATURES
Pursuant to the requirements 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.
| CONTACT MINERALS CORP. | ||||
| Date: | March 11, 2015 | By: | /s/ Kerry J. McCullagh | |
| KERRY J. MCCULLAGH | ||||
| Chief Executive Officer, Chief Financial Officer | ||||
| President, Secretary and Treasurer | ||||
| (Principal Executive Officer, Principal Financial Officer | ||||
| and Principal Accounting Officer) |
CERTIFICATIONS
I, Kerry J. McCullagh, certify that;
| (1) |
I have reviewed this Quarterly Report on Form 10-Q of Contact Minerals Corp.; | |
| (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 Rule 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 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 my most recent evaluation of the 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. | |
| Date: | March 11, 2015 | |
| /s/ Kerry J. McCullagh | ||
| By: | KERRY J. MCCULLAGH | |
| Title: | Chief Executive Officer and | |
| Chief Financial Officer |
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
I, Kerry J. McCullagh, the Chief Executive Officer and Chief Financial Officer of Contact Minerals Corp. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (i) |
the Quarterly Report on Form 10-Q of the Company, for the fiscal quarter ended January 31, 2015, and to which this certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
| (ii) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| By: | /s/ Kerry J. McCullagh | |
| Name: | KERRY J. MCCULLAGH | |
| Title: | Chief Executive Officer and | |
| Chief Financial Officer | ||
| Date: | March 11, 2015 | |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.