-----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, M7ng40hj9JBD/WdUwa+xI4ts2wwjj8JEgzsjK0/g+sMzTK4Hqme5Z2i6w/Ufavr1 O3T107c+Gk+KQxNsxrhUjQ== 0001165527-09-000912.txt : 20091124 0001165527-09-000912.hdr.sgml : 20091124 20091123184651 ACCESSION NUMBER: 0001165527-09-000912 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091124 DATE AS OF CHANGE: 20091123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDEX GOLD CORP. CENTRAL INDEX KEY: 0001433654 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 261918920 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-150784 FILM NUMBER: 091202894 BUSINESS ADDRESS: STREET 1: KANONYELE, BOX 55758 CITY: DAR ES SALAAM STATE: W0 ZIP: 35091 BUSINESS PHONE: 255-788 364 496 MAIL ADDRESS: STREET 1: KANONYELE, BOX 55758 CITY: DAR ES SALAAM STATE: W0 ZIP: 35091 FORMER COMPANY: FORMER CONFORMED NAME: Tripod International, Inc. DATE OF NAME CHANGE: 20080428 10-Q 1 g3664a.txt QTRLY REPORT FOR THE QTR ENDED 9-30-09 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number 333-149000 Midex Gold Corp. (Exact name of small business issuer as specified in its charter) Nevada N/A (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification No.) Kanonyele, Box 55758, Dar es Salaam, Tanzania N/A (Address of principal executive offices) (Zip Code) +255 788 364 496 (Issuer's telephone number) (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require 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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] 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). Yes [ ] No [X] APPLICABLE ONLY TO CORPORATE ISSUERS: As of November 23, 2009, the registrant's outstanding common stock consisted of 175,000,000 shares. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements. 3 ITEM 2. Management Discussion and Analysis of Financial Condition / Plan of Operations. 10 ITEM 3. Quantitative and Qualitative Disclosure About Market Risks. 13 ITEM 4. Control and Procedures. 13 ITEM 4T. Controls and Procedures. 13 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings. 15 ITEM 2. Unregistered Sales of Equity Securities. 15 ITEM 3. Defaults Upon Senior Securities. 15 ITEM 4. Submission of Matters to a Vote of Security Holders. 15 ITEM 5. Other Information. 15 ITEM 6. Exhibits. 15 2 Midex Gold Corp. (formerly Tripod International Inc.) (A Development Stage Company) Balance Sheets (expressed in U.S. dollars)
September 30, March 31, 2009 2009 $ $ -------- -------- (unaudited) ASSETS Current Assets Cash -- 55,373 -------- -------- Total Assets -- 55,373 ======== ======== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Accounts Payable 6,385 -- Due to a Related Party (Note 3) 16,392 4,230 -------- -------- Total Liabilities 22,777 4,230 -------- -------- Stockholders' Deficit Common Stock Authorized: 250,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 175,000,000 common shares 175,000 175,000 Additional Paid-In Capital (70,000) (70,000) Accumulated Deficit During the Exploration Stage (127,777) (53,857) -------- -------- Total Stockholders' Deficit (22,777) 51,143 -------- -------- Total Liabilities and Stockholders' Deficit -- 55,373 ======== ========
Going Concern (Note 1) (The accompanying notes are an integral part of these financial statements) 3 Midex Gold Corp. (formerly Tripod International Inc.) (A Development Stage Company) Statements of Operations (expressed in U.S. dollars) (unaudited)
Accumulated from February 6, 2008 For the Three For the Three For the Six For the Six (Date of Months Ended Months Ended Months Ended Months Ended Inception) to September 30, September 30, September 30, September 30, September 30, 2009 2008 2009 2008 2009 $ $ $ $ $ ------------ ------------ ------------ ------------ ------------ Revenue -- -- -- -- -- Expenses General and Administrative 33,468 2,509 73,920 8,653 127,777 Income tax provisions -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Total Expenses 33,468 2,509 73,920 8,653 127,777 ------------ ------------ ------------ ------------ ------------ Net Loss for the Period (33,468) (2,509) (73,920) (8,653) (127,777) ============ ============ ============ ============ ============ Loss Per Share - Basic and Diluted Net Loss Per Share - Basic and Diluted -- -- -- -- ============ ============ ============ ============ Weighted Average Shares Outstanding 175,000,000 175,000,000 175,000,000 175,000,000 ============ ============ ============ ============
(The accompanying notes are an integral part of these financial statements) 4 Midex Gold Corp. (formerly Tripod International Inc.) (A Development Stage Company) Statements of Cash Flows (expressed in U.S. dollars) (unaudited)
Accumulated from February 6, 2008 For the Six For the Six (Date of Months Ended Months Ended Inception) to September 30, September 30, September 30, 2009 2008 2009 $ $ $ -------- -------- -------- Operating Activities Net loss for the period (73,920) (8,653) (127,777) Changes in operating assets and liabilities: Accounts payable 6,385 -- 6,385 -------- -------- -------- Net Cash Used In Operating Activities (67,535) -- (121,392) -------- -------- -------- Financing Activities Proceeds from related parties 12,162 3,000 16,392 Proceeds from issuance of common shares -- 88,000 105,000 -------- -------- -------- Net Cash Provided By Financing Activities 12,162 91,000 121,392 -------- -------- -------- Increase (Decrease) in Cash (55,373) 82,347 -- Cash - Beginning of Period 55,373 5,148 -- -------- -------- -------- Cash - End of Period -- 87,495 -- ======== ======== ======== Supplemental Disclosures Interest paid -- -- -- Income tax paid -- -- -- ======== ======== ========
(The accompanying notes are an integral part of these financial statements) 5 1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS Midex Gold Corp. (formerly Tripod International Inc.) (the "Company") was incorporated under the laws of the State of Nevada, U.S. on February 6, 2008. The name of the company was changed to Midex Gold Corp. on April 27, 2009. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 915, "DEVELOPMENT STAGE ENTITIES. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at September 30, 2009, the Company had a working capital deficit of $22,777 and an accumulated deficit of $127,777. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is March 31. b) Interim Financial Statements These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q. 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 financial statements and notes thereto for the year ended March 31, 2009, included in the Company's Annual Report on Form 10-K filed on June 29, 2009 with the SEC. The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at September 30, 2009, and the results of its operations and cash flows for the three and six month periods ended September 30, 2009 and 2008. The results of operations for the period ended September 30, 2009 are not necessarily indicative of the results to be expected for future quarters or the full year. c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. d) Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at September 30, 2009, the Company had no cash equivalents. 6 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) e) Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with ASC 260, EARNINGS PER SHARE, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. f) Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, INCOME TAXES, as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. g) Comprehensive Loss ASC 220, COMPREHENSIVE INCOME, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2009 and March 31, 2009, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. h) Financial Instruments ASC 820, "FAIR VALUE MEASUREMENTS" and 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. It 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. It 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 Company's financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820 and ASC 825, the fair value of our cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. 7 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) i) Recent Accounting Pronouncements In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard is effective commencing January 1, 2011 and is not expected to have a material effect on the Company's financial statements. In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard is effective commencing January 1, 2011 and is not expected to have a material effect on the Company's financial statements. In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009 and is not expected to have a material effect on the Company's financial statements. j) Recently Adopted Accounting Pronouncements On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Company's financial statements. Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company's financial statements. k) Comparative Figures Certain comparative figures have been reclassified in order to conform to the current year's financial statement presentation. 8 3. RELATED PARTY TRANSACTION As at September 30, 2009, the Company owed $16,392 (March 31, 2009 - $4,230) to a director of the Company for funding of general operations. The amounts owing are unsecured, non-interest bearing, and due on demand. 4. COMMON SHARES On July 31, 2009, the Company and its Board of Directors approved a five-to-one (5:1) forward stock split of all issued and outstanding common shares, with an effective date of August 10, 2009. The effect of the forward stock split increased the number of issued and outstanding common shares from 35,000,000 shares to 175,000,000 shares, and the forward stock split has been applied on a retroactive basis since the Company's inception date. 5. SUBSEQUENT EVENTS In accordance with ASC 855, we have evaluated subsequent events through November 23, 2009, the date of issuance of the unaudited interim consolidated financial statements, and did not have any material recognizable subsequent events. 9 ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SAFE HARBOR STATEMENT This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are "forward-looking statements" for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements. These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein. The following discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing elsewhere in this Form 10-Q. The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future. OVERVIEW We were incorporated in the State of Nevada on February 6, 2008 under the name Tripod International, Inc. On April 27, 2009 we changed our name to Midex Gold Corp. We are engaged in the business of developing a select portfolio of near-term gold and diamond production projects in Tanzania. Our shares of common stock trade on the Over-the-Counter Bulletin Board under the symbol "MXGD.OB". We do not have any subsidiaries. Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Midex Gold" refers to Midex Gold Corp. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2009, we had cash of $nil and a working capital deficit of $22,777. As of September 30, 2009 our accumulated deficit was $127,777. For the three months ended September 30, 2009 our net loss was $33,468 compared to $2,509 during the same period in 2008. This increase was due to higher general and administrative expenses. 10 Our loss was funded by shareholder loans. During the six months ended September 30, 2009, we raised in net proceeds $nil through financing activities and our cash position decreased by $55,373. We used net cash of $67,535 in operating activities for the six months ended September 30, 2009 compared to net cash of $nil in operating activities for the same period in 2008. We did not use any money in investing activities for the six months ended September 30, 2009 nor did we use any money for investing activities during the same period in 2008. During the six months ended September 30, 2009 our monthly cash requirement was approximately $11,255, compared to approximately $nil for the same period in 2008. We expect to require a total of approximately $500,000 to fully carry out our business plan over the next twelve months beginning December 2009 as set out in this table: Description Estimated Expense ----------- ----------------- Legal and Auditing Expenses $ 75,000 Office Rent and Expenses $ 12,500 General Administration $ 25,000 Geological Consulting $ 60,000 Technical Consulting $ 90,000 Field Contractors $120,000 Field Labor $ 10,000 Lab Expenses $ 27,500 Travel $ 60,000 Miscellaneous Expenses $ 20,000 -------- TOTAL $500,000 ======== We intend to meet our cash requirements for the next 12 months through external sources: a combination of debt financing and equity financing through private placements. We are currently not in good short-term financial standing. We anticipate that we may not generate any revenues in the near future and we will not have enough positive internal operating cash flow until we can generate substantial revenues, which may take the next few years to fully realize. There is no assurance we will achieve profitable operations. We have historically financed our operations primarily by cash flows generated from the sale of our equity securities and through cash infusions from officers and outside investors in exchange for debt and/or common stock. These financial statements have been prepared on the assumption that we are a going concern, meaning we will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future. Our continuation as a going concern is dependent upon our ability to attain profitable operations and generate funds there-from, and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management plans to raise equity financings over the next twelve months to finance operations. There is no guarantee that we will be able to complete any of these objectives. We have incurred losses from operations since inception and at September 30, 2009, have a working capital deficiency and an accumulated deficit that creates substantial doubt about our ability to continue as a going concern. 11 RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2008 AND FROM INCEPTION TO SEPTEMBER 30, 2009. LIMITED REVENUES Since our inception on February 6, 2008 to September 30, 2009, we did not earn any revenues. As of September 30, 2009, we have an accumulated deficit of $127,777 and we did not earn any revenues during the three months ending on September 30, 2009. At this time, our ability to generate any significant revenues continues to be uncertain. Our financial statements contain an additional explanatory paragraph in Note 1, which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty. NET LOSS We incurred a net loss of $33,468 for the three months ended September 30, 2009, compared to a net loss of $2,509 for the same period in 2008. This increase in net loss was due to higher general and administrative expenses. From inception on February 6, 2008 to September 30, 2009, we have incurred a net loss of $127,777. Our basic and diluted loss per share was $0.00 for the three months ended September 30, 2009, and $0.00 for the same period in 2008. EXPENSES Our total operating expenses increased from $2,509 to $33,468 for the three months ended September 30, 2009 compared to the same period in 2008. This increase in expenses is due to higher general and administrative fees. Since our inception on February 6, 2008 to September 30, 2009, we have incurred total operating expenses of $127,777. Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies. Our general and administrative expenses increased from $2,509 to $33,468 for the three months ended September 30, 2009 compared to the same period in 2008. Since our inception on February 6, 2008 until September 30, 2009 we have spent $127,777 on general and administrative expenses. RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THE SIX MONTHS ENDED SEPTEMBER 30, 2008 AND FROM INCEPTION TO SEPTEMBER 30, 2009. LIMITED REVENUES We did not earn any revenues during the six months ending on September 30, 2009, nor did we earn any revenues during the same period in 2008. At this time, our ability to generate any significant revenues continues to be uncertain. NET LOSS We incurred a net loss of $73,920 for the six months ended September 30, 2009, compared to a net loss of $8,653 for the same period in 2008. This increase in net loss was due to higher general and administrative expenses. 12 EXPENSES Our total operating expenses increased from $8,653 to $73,920 for the six months ended September 30, 2009 compared to the same period in 2008. This increase in expenses is due to higher general and administrative fees. Our general and administrative expenses consist of bank charges, travel, meals and entertainment, office maintenance, communication expenses (internet, fax, and telephone), courier, postage costs, office supplies. Our general and administrative expenses increased from $8,653 to $73,920 for the six months ended September 30, 2009 compared to the same period in 2008. INFLATION The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments. OFF-BALANCE SHEET ARRANGEMENTS As of September 30, 2009, we had no off-balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS Not applicable. ITEM 4. CONTROL AND PROCEDURES Not applicable ITEM 4T. CONTROL AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company is collected and communicated to management to allow timely decisions regarding required disclosures. The Chief Executive Officer and the Chief Financial Officer have concluded, based on their evaluation as of September 30, 2009 that, as a result of the following material weaknesses in internal control over financial reporting as described further in our Annual Report on Form 10-K filed with the SEC on March 19, 2009, disclosure controls and procedures were ineffective in providing reasonable assurance that material information is made known to them by others within the Company: 13 a) We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of generally accepted accounting principles commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting and disclosure controls and procedures. Also, we do not have an independent audit committee. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the consolidated financial statements, including disclosures, will not be prevented or detected on a timely basis; and b) Due to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we have a lack of segregation of duties include cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. LIMITATIONS ON THE EFFECTIVENESS OF INTERNAL CONTROLS Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of the control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls 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, control may become inadequate because of changes in conditions, and/or the degree of compliance with the policies or procedures may deteriorate. 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS As of November 23, 2009 there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a party or of which any of our properties is the subject. Also, our management is not aware of any legal proceedings contemplated by any governmental authority against us. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS Number Description - ------ ----------- 31.1 Certification of Chief Executive Officer and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized. MIDEX GOLD CORP. (REGISTRANT) Date: November 23, 2009 /s/ Morgan Magella ------------------------------------------------- Morgan Magella Chief Executive Officer, Chief Financial Officer, Director (Authorized Officer for Registrant) 16 EX-31.1 2 ex31-1.txt SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATIONS I, Morgan Magella, certify that; (1) I have reviewed this Quarterly Report on Form 10-Q of Midex Gold 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: November 23, 2009 /s/ Morgan Magella --------------------------------- By: Morgan Magella Title: Chief Executive Officer and Chief Financial Officer EX-31.2 3 ex32-1.txt SECTION 906 CERTIFICATION Exhibit 32.1 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, Morgan Magella, the Chief Executive Officer and Chief Financial Officer of Midex Gold 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 September 30, 2009, 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/ Morgan Magella ------------------------------------ Name: Morgan Magella Title: Chief Executive Officer and Chief Financial Officer Date: November 23, 2009 -----END PRIVACY-ENHANCED MESSAGE-----