0001165527-11-000802.txt : 20110830 0001165527-11-000802.hdr.sgml : 20110830 20110829190113 ACCESSION NUMBER: 0001165527-11-000802 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20110731 FILED AS OF DATE: 20110830 DATE AS OF CHANGE: 20110829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bullfrog Gold Corp. CENTRAL INDEX KEY: 0001448597 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 412252162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-164908 FILM NUMBER: 111063990 BUSINESS ADDRESS: STREET 1: 897 QUAIL RUN DRIVE CITY: GRAND JUNCTION STATE: CO ZIP: 81505 BUSINESS PHONE: (970) 270-8306 MAIL ADDRESS: STREET 1: 897 QUAIL RUN DRIVE CITY: GRAND JUNCTION STATE: CO ZIP: 81505 FORMER COMPANY: FORMER CONFORMED NAME: Kopr Resources Corp. DATE OF NAME CHANGE: 20081023 10-Q/A 1 g5395a.txt AMENDMENTNO. 1 TO FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-164908 BULLFROG GOLD CORP. (Exact name of registrant as specified in its charter) Delaware 41-2252162 (State or other jurisdiction of (IRS Identification No.) incorporation or organization) 897 Quail Run Drive Grand Junction, CO 81505 (Address of principal executive offices) (970) 270-8306 (Issuer's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark 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 (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distributions of securities under a plan confirmed by a court. Yes [ ] No [ ] N/A [X] APPLICABLE TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class - Common Stock, 31,510,919 shares outstanding as of August 26, 2011. BULLFROG GOLD CORP. INDEX TO FORM 10-Q Page No. -------- PART I FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited)................................ 3 Balance Sheets............................................. 3 Statements of Operations................................... 4 Statements of Cash Flows................................... 5 Notes to Financial Statements.............................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................................... 11 Item 3. Quantitative and Qualitative Disclosures about Market Risk...... 13 Item 4. Controls and Procedures......................................... 13 PART II OTHER INFORMATION Item 1. Legal Proceedings............................................... 14 Item 1A. Risk Factors.................................................... 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 14 Item 3. Defaults Upon Senior Securities................................. 14 Item 4. Removed and Reserved............................................ 14 Item 5. Other Information............................................... 14 Item 6. Exhibits........................................................ 14 Signatures...................................................... 15 EX-31 Section 302 Certification of Principal Executive and Principal Financial Officer EX-32 Section 906 Certification of Principal Executive and Principal Financial Officer 2 BULLFROG GOLD CORP (Formerly Kopr Resources Corp) (An Exploration Stage Company) Balance Sheets
July 31, 2011 October 31, 2010 ------------- ---------------- (Unaudited) ASSETS Current assets Cash and cash equivalents $ 3,506 $ 9,881 Prepaid expense 475 -- --------- --------- TOTAL CURRENT ASSETS $ 3,981 $ 9,881 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities Accounts payable $ 64,393 $ 76,397 Loan from director 56,500 51,500 --------- --------- TOTAL CURRENT LIABILITIES 120,893 127,897 --------- --------- STOCKHOLDERS' DEFICIENCY Preferred stock $0.0001 par value 50,000,000 shares authorized; none issued -- -- Common stock $0.0001 par value; 200,000,000 shares authorized; 31,510,919 issued and outstanding on July 31,2011 and October 31,2010 respectively 3,151 3,151 Additional paid-in-capital 21,849 21,849 Deficit accumulated during exploration stage (141,912) (143,016) --------- --------- TOTAL STOCKHOLDERS' DEFICIENCY (116,912) (118,016) --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 3,981 $ 9,881 ========= =========
See notes to financial statements 3 BULLFROG GOLD CORP (Formerly Kopr Resources Corp) (An Exploration Stage Company) Statements of Operations (Unaudited)
For the Period July 23, 2007 Nine Months Nine Months Three Months Three Months (Inception) Ended Ended Ended Ended Through July 31, 2011 July 31, 2010 July 31, 2011 July 31, 2010 July 31, 2011 ------------- ------------- ------------- ------------- ------------- Revenues $ -- $ -- $ -- $ -- $ -- Cost of sales -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Gross margin -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ OPERATING EXPENSES General & administrative expenses 4,396 56,235 6,014 16,749 (147,412) ------------ ------------ ------------ ------------ ------------ Total Operating Expenses 4,396 56,235 6,014 16,749 (147,412) ------------ ------------ ------------ ------------ ------------ OTHER INCOME Gain on forgiveness of debt 5,500 -- -- -- 5,500 ------------ ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAX EXPENSE 1,104 (56,235) (6,014) (16,749) (141,912) Income tax expense -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 1,104 $ (56,235) $ (6,014) $ (16,749) $ (141,912) ============ ============ ============ ============ ============ Income (Loss) per share basic and diluted $ 0.00 $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ Weighted average number of common shares outstanding basic and diluted 31,510,919 23,977,931 31,510,919 26,911,130 ============ ============ ============ ============
See notes to financial statements 4 BULLFROG GOLD CORP (Formerly Kopr Resources Corp) (An Exploration Stage Company) Statements of Cash Flows (Unaudited)
For the Period Nine Months ended July 23, 2007 July 31, (Inception) ---------------------------- Through 2011 2010 July 31, 2011 ---------- ---------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 1,104 $ (56,235) $ (141,912) Adjustments to reconcile net loss to net cash used in operating activities Gain on forgiveness of debt (5,500) -- (5,500) Changes in operating assets and liabilities Prepaid Expense (475) 500 (475) Accounts payable (6,504) 13,422 69,893 ---------- ---------- ---------- NETCASH USED IN OPERATING ACTIVITIES (11,375) (42,313) (77,994) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Loan from director 5,000 35,000 56,500 Proceeds from sale of common stock -- 10,000 25,000 ---------- ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES 5,000 45,000 81,500 ---------- ---------- ---------- Net (decrease) in cash and cash equivalents (6,375) 2,687 3,506 Cash and cash equivalents at beginning of period 9,881 12,295 -- ---------- ---------- ---------- Cash and cash equivalents at end of period $ 3,506 $ 14,981 $ 3,506 ========== ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Interest $ -- $ -- $ -- ========== ========== ========== Income Taxes $ -- $ -- $ -- ========== ========== ==========
See notes to financial statements 5 BULLFROG GOLD CORP. (FORMERLY KOPR RESOURCES CORP.) (An Exploration Stage Company) Notes to Financial Statements (unaudited) (Stated in U.S. Dollars) 1. NATURE AND CONTINUANCE OF OPERATIONS Bullfrog Gold Corp., ("the Company") was incorporated under the laws of the State of Delaware on July 23, 2007 as Kopr Resources Corp. On July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter") of the Company to authorize (i) the change of the name of the Company to "Bullfrog Gold Corp." from "Kopr Resources Corp.". The Company is in the exploration stage of its resource business and it was generally inactive during the period July 23, 2007 (inception) to October 31, 2009. During the year ended October 31, 2008 the Company commenced its limited activities by issuing shares and acquiring a mineral property located in the Osoyoos Mining Division of British Columbia, Canada. In January 2011 the Company allowed the claim on this property to lapse and is currently investigating other claims to secure for exploration. The recoverability of costs incurred for acquisition and exploration of any future property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof. The Company's tax reporting year end is October 31. GOING CONCERN These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit during the exploration stage of $141,912 as of July 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All amounts are presented in U.S. dollars. INTERIM FINANCIAL INFORMATION The accompanying unaudited interim financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company's financial statements and related notes as contained in Form 10-K for the year ended October 31, 2010. In the opinion of management, the interim financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the nine months ended July 31, 2011 are not necessarily indicative of the results of operations to be expected for the full year. REVERSE STOCK SPLIT On March 17, 2011 the Board of Directors of the Company unanimously adopted resolutions approving the Certificate of Amendment to the Certificate of Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the Common Stock of the Company that was issued and outstanding at April 4, 2011. The par value and our total number of authorized shares were unaffected by the 6 reverse stock split. All shares and per share amounts in these financial statements and note thereto have been retrospectively adjusted to all periods presented to give effect to the reverse stock split. FORWARD STOCK SPLIT On July 19, 2011, our board of directors authorized a 51.74495487 for one forward split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, was to be issued on each one share of common stock outstanding on July 25, 2011. The par value of the capital stock changed from $0.001 per share to $0.0001 per share. The authorized common stock changed from 150,000,000 shares to 200,000,000 shares, and the authorized preferred stock changed from 75,000,000 shares to 50,000,000 shares. The forward stock split was recorded with FINRA with a Record Date of July 25, 2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919 issued and outstanding shares as of July 31, 2011. All shares and per share amounts in these financial statements and note thereto have been retrospectively adjusted to all periods presented to give effect to the forward stock split. EXPLORATION STAGE COMPANY The Company complies with Accounting Standards Codification ("ASC") 915-235-50 and Securities and Exchange Commission Act Guide 7 for it's characterization of the Company as an exploration stage enterprise. CASH AND CASH EQUIVALENTS Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. MINERAL INTERESTS Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date, the Company has not established any proven or probable reserves on its mineral properties. The Company has adopted the provisions of "Accounting for Asset Retirement Obligations" ("ASC 410") which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long -lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at July 31, 2011, any potential costs relating to the future retirement of the Company's mineral property have not yet been determined. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. FOREIGN CURRENCY TRANSLATION The financial statements are presented in United States dollars. In accordance with Foreign Currency Translation," ("ASC 830") foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of cash, prepaid expense and accounts payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest currency or credit risks arising from these financial instruments. 7 ENVIRONMENT COSTS Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probably, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts. INCOME TAXES The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At July 31, 2011, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. BASIC AND DILUTED LOSS PER SHARE The Company computes loss per share in accordance with ASC 260-10-45 "Earnings per Share", which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments. Basic loss and diluted loss per share are equal. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company's results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. 3. COMMON STOCK TRANSACTIONS The total number of common shares authorized that may be issued by the Company is 150,000,000 shares and 75,000,000 preferred shares each with a par value of $.001 per share. No other class of shares is authorized. On July 23, 2007, the Company issued 1,500 shares of common stock to the Director, for total cash proceeds of $10,000. On June 1, 2008, the Company issued 2,500,000 shares of common stock to the Director for total proceeds of $5,000. On June 17, 2010 the Company issued 1,000,000 shares of common stock to 30 subscribers for gross proceeds of $10,000. On March 17, 2011 the Board of Directors of the Company unanimously adopted resolutions approving the Certificate of Amendment to the Certificate of Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the Common Stock of the Company that was issued and outstanding at April 4, 2011. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on March 30, 2011 and became effective on April 4, 2011. In connection with the Reverse Stock Split, the Financial Industry Regulatory Authority ("FINRA") effected the Reverse Stock Split at the open of business on April 5, 2011. The Reverse Stock Split resulted in a total of 608,966 common stock shares issued and outstanding. On July 19, 2011, our board of directors authorized a 51.74495487 for one Forward Stock Split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per 8 share, would be issued on each one share of common stock outstanding on July 25, 2011. The Forward Stock Split was effected by FINRA at the open of business on July 27, 2011. The Forward Stock Split resulted in a total of 31,510,919 common stock shares issued and outstanding. At July 31, 2011, there were no shares of preferred stock, stock options or warrants issued. 4. MINERAL INTERESTS On November 28, 2007, the Company entered into a purchase and sale agreement to acquire a 100% interest in one mining claim of approximately 505 hectares located in the mining division approximately 15 kilometers north of the town of Keremos, in South Central British Columbia, Canada. In January 2011 the claim was allowed to lapse and the Company is currently investigating other claims to secure for exploration. 5. INCOME TAXES As of July 31, 2011, the Company had a net operating loss carry forwards of approximately $141,912 that may be available to reduce future years' taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to this tax loss carry forward. 6. RELATED PARTY TRANSACTIONS On July 31, 2007, in connection with its organization, the Company issued 1,500 shares of common stock to Andrea Schlectman, a director and officer of the Company, for consideration of $10,000. On June 1, 2008, the Company issued 2,500,000 shares of common stock at $.002 per share for a total of $5,000 to Andrea Schlectman as reimbursement for Ms. Schlectman's payment of $5,000 on behalf of the Company for its mining claim. Andrea Schlectman may in the future, become involved in other business opportunities as they may become available, thus she may face a conflict in selecting between the Company and her other business opportunities. The Company has not formulated a policy for the resolution of such a conflict. While the Company is seeking additional funds, Ms. Schlectman, a director has loaned monies to pay for certain expenses incurred. These loan(s) are interest free and there is no specific time for repayment. The balance due the director as of July 31, 2011 is $56,500. 7. OTHER DEVELOPMENTS Guo Yuying resigned as a director of the Company effective July 19, 2011. Ms. Yuying did not resign due to any disagreement with the Company or its management regarding any matter relating to the Company's operations, policies or practices. On July 19, 2011, our board of directors approved the amendment and restatement of our Bylaws (the "Restated Bylaws") in order to, among other things, include provisions providing for board and stockholder meetings, indemnification of officers and directors and outlining the roles of certain of our officers. Only July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter") of the Company to authorize (i) the change of the name of the Company to "Bullfrog Gold Corp." from "Kopr Resources Corp.," (ii) increase the authorized capital stock of the Company to 200,000,000 shares of common stock and 50,000,000 shares of preferred stock, and (iii) change the par value of the capital stock of the Company to $0.0001 per share from $0.001 per share. On July 19, 2011, holders of approximately 71% of the outstanding common stock of the Company voted in favor of the Restated Bylaws and Restated Charter. On July 19, 2011, our board of directors authorized a 51.74495487 for one forward split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, 9 was to be issued on each one share of common stock outstanding on July 25, 2011. The forward stock split was recorded with FINRA with a Record Date of July 25, 2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919 issued and outstanding shares as of July 31, 2011. On July 21, 2011, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to "Bullfrog Gold Corp." from "Kopr Resources Corp." On July 27, 2011, Andrea Schlectman resigned from her positions as President and Chief Executive Officer of Bullfrog Gold Corp. (the "Company"). On July 27, 2011, David Beling was appointed as the Company's President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. Additionally, On July 27, 2011, Mr. Beling was appointed to the Board of Directors of the Company and Alan Lindsay was appointed as Chairman of the Board of Directors. Immediately, upon Mr. Beling's and Mr. Lindsay's appointment to the Board of Directors, Ms. Schlectman resigned from her position as director of the Company. Ms. Schlectman did not resign due to any disagreement with the Company or its management regarding any matter relating to the Company's operations, policies or practices. 8. SUBSEQUENT EVENTS The Company has evaluated events subsequent to the Balance Sheet date to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were issued. The following subsequent event is being disclosed: Our name change to Bullfrog Gold Corp. became effective for our principal market, the over the counter bulletin board, on August 11, 2011, at which time a new trading symbol of "BFGC" also became effective. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD LOOKING STATEMENTS The information in this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the "SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. BUSINESS AND PLAN OF OPERATION Bullfrog Gold Corp was incorporated under the laws of the state of Delaware on July 23, 2007 as Kopr Resources Corp. On July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter") of the Company to authorize (i) the change of the name of the Company to "Bullfrog Gold Corp." from "Kopr Resources Corp.". The Company's principal offices are located at 897 Quail Run Drive, Grand Junction, CO 81505. Our telephone number is (970) 270-8306. The Company since inception has been a mining exploration stage company engaged in the acquisition and exploration of mineral properties. In connection with the name change in July 2011, we are exploring additional business opportunities. As a result, our historical business may be discontinued due to the reevaluation of our business, among other reasons. We have entered into informal non-binding confidential discussions with several companies concerning possible business acquisition opportunities in the field of mobile applications. However, there exist no agreements or understandings as to any such opportunities as of the date of this current report. We have not generated revenue from mining operations. We would need additional financing to cover future exploration costs on any property we secure; we currently do not have any financing arranged. Future exploration would be subject to financing. On February 16, 2010 the Company filed a Registration Statement (the "Registration Statement") on Form S-1 for the offering of 1,000,000 shares of common stock with the SEC, which was declared effective by the SEC on February 26, 2010. On June 9, 2010, the Company closed the offering of the sale of shares under the Registration Statement with the sale of 1,000,000 shares to 30 subscribers for gross proceeds to the Company of $10,000. On August 13, 2010, the Company's common stock was approved for trading on the OTCBB under the symbol "KOPR." As disclosed in a filing on Form 8-K on April 5, 2011, on March 17, 2011 the Board of Directors of the Company unanimously adopted resolutions approving the Certificate of Amendment to the Certificate of Incorporation to effect a reverse stock split in the ratio of 1 for 5.75. In connection with the adoption of these resolutions, the Board determined to seek the written consent of the holders of a majority of the outstanding shares of Common Stock, in order to reduce associated costs and implement the proposals in a timely manner. On March 18, 2011, the holder of a majority of the outstanding shares of Common Stock executed a written consent authorizing the Reverse Stock Split. The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on March 30, 2011 and became effective on April 4, 2011. The Reverse Stock Split resulted in a total of 608,966 shares issued and outstanding. In connection with the Reverse Stock Split, the Financial Industry Regulatory Authority ("FINRA") effected the Reverse Stock Split at the open of business on April 5, 2011. In connection with the Reverse Stock Split, the Company obtained a new CUSIP number: 500614 201. There was no mandatory exchange of stock certificates and the Company's transfer agent, Empire Stock Transfer, administered the Reverse Stock Split. 11 On July 19, 2011, our board of directors approved the amendment and restatement of our Bylaws (the "Restated Bylaws") in order to, among other things, include provisions providing for board and stockholder meetings, indemnification of officers and directors and outlining the roles of certain of our officers. On July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter") of the Company to authorize (i) the change of the name of the Company to "Bullfrog Gold Corp." from "Kopr Resources Corp.," (ii) increase the authorized capital stock of the Company to 200,000,000 shares of common stock and 50,000,000 shares of preferred stock, and (iii) change the par value of the capital stock of the Company to $0.0001 per share from $0.001 per share. On July 19, 2011, holders of approximately 71% of the outstanding common stock of the Company voted in favor of the Restated Bylaws and Restated Charter. On July 19, 2011, our board of directors authorized a 51.74495487 for one forward split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, was to be issued on each one share of common stock outstanding on July 25, 2011. The forward stock split was recorded with FINRA with a Record Date of July, 25, 2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919 issued and outstanding shares as of July 31, 2011. On July 21, 2011, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to "Bullfrog Gold Corp." from "Kopr Resources Corp." LIQUIDITY AND CAPITAL RESOURCES Our current assets at July 31, 2011 were $3,981 and current liabilities were $120,893. We received our initial funding of $10,000 through the sale of common stock to Andrea Schlectman, the sole officer at the time, who purchased 1,500 shares of our common stock at approximately $6.66 per share on July 23, 2007. Ms. Schlectman, paid $5,000 on our behalf for the cost of the mining claim on a prior claim property, and on June 1, 2008, we issued 2,500,000 shares of our common stock to Ms. Schlectman in exchange for the cash paid out. The Company registered 1,000,000 shares of common stock for public sale pursuant to the Registration Statement (the "Registration Statement") on Form S-1 which was filed with the SEC on February 16, 2010, and declared effective by the SEC on February 26, 2010. On June 9, 2010, the Company accepted subscriptions for 1,000,000 shares from 30 subscribers pursuant to the prospectus which was part of the Registration Statement for gross proceeds of $10,000. RESULTS OF OPERATIONS We are still in the exploration stage and have no revenues to date. During the three-month period ended July 31, 2011, we incurred general and administrative expenses of $6,014 and general and administrative expenses of $16,749 for the three-month period ended July 31, 2010. During the nine-month period ended July 31, 2011, we recorded general and administrative expenses of $4,396 and general and administrative expenses of $56,235 for the nine-month period ended July 31, 2010. The change in general and administrative expenses during the nine-month period ended July 31, 2011 was due primarily to a reduction in operations. During the nine months ended July 31, 2011, the Company recorded income from a forgiveness of debt of $5,500 due to write-off of account payable due to George Coetzee for consulting services performed during August and September 2007. Our net loss since inception through July 31, 2011 is $141,912. Management does not believe that the Company's current cash will be sufficient to cover the expenses we will incur during the next twelve months. If we experience a shortage of funds during our exploration stage, our officers have agreed to advance funds as needed or the Company may consider a private placement of Common Stock. While they have agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law. To date, Ms. Schlectman, a shareholder and former officer and director, had loaned monies to pay for certain expenses incurred. These loan(s) are interest free and there is no specific time for repayment. The balance due Ms. Schlectman as of July 31, 2011 is $56,500. 12 GOING CONCERN Due to the uncertainty of our ability to meet our current operating and capital expenses, there is substantial doubt about our ability to continue as a going concern. These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit during the exploration stage of $141,912 as of July 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. We maintain a process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare our financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. There have been no significant changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2010. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company's results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. OFF-BALANCE SHEET ARRANGEMENTS We do not have any 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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our Company is exposed to a variety of market risks, including changes in interest rates affecting the return on its cash and cash equivalents and short-term investments and fluctuations in foreign currency exchange rates; but due to our present financial situation, we are not extensively exposed. ITEM 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation and the identification of material weaknesses in our internal control over financial reporting, our sole officer and board of directors concluded that, as of July 31, 2011, the Company's disclosure controls and procedures were not effective. 13 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We know of no material, active or pending legal proceedings against the Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. ITEM 1A. RISKS FACTORS Not applicable ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Not applicable ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable ITEM 4. REMOVED AND RESERVED ITEM 5. OTHER INFORMATION SUBSEQUENT EVENTS Our name change to Bullfrog Gold Corp. became effective for our principal market, the over the counter bulletin board, on August 11, 2011, at which time a new trading symbol of "BFGC" also became effective. ITEM 6. EXHIBITS Exhibits required by Item 601 of Regulation S-K: Exhibit Number Description of Exhibit ------ ---------------------- 3.1 Articles of Incorporation* 3.2 Certificate of Amendment to the Certificate of Incorporation* 3.3 Certificate of Amendment to the Certificate of Incorporation** 3.4 Certificate of Amendment to the Certificate of Incorporation*** 3.4 Bylaws* 3.5 Amended Bylaws*** 31 Certification of Principal Executive and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification of Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 Interactive data files pursuant to Rule 405 of Regulation S-T. ---------- * Incorporated by reference herein from the Company's Registration Statement on Form S-1 filed on February 16, 2010 with the SEC. ** Incorporated by reference herein from the Company's Current Report on Form 8-K filed on April 5, 2011 with the SEC. *** Incorporated by reference herein from the Company's Current Report on Form 8-K filed on July 22, 2011 with the SEC. 14 SIGNATURE In accordance with Section 13 or 15(d) of the Securities Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 29, 2011 BULLFROG GOLD CORP. (Formerly Kopr Resources Corp.) By: /s/ David Beling ------------------------------------------------ David Beling Principal Executive Officer, Principal Financial Officer and Director By: /s/ Alan Lindsay ------------------------------------------------ Alan Lindsay Director 15
EX-31 2 ex31.txt SECTION 302 CERTIFICATION EXHIBIT NO. 31 CERTIFICATION OF PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David Beling, certify that: 1. I have reviewed this amended quarterly report on Form 10-Q/A of Bullfrog 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such internal control over financial reporting to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under 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 our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that was 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 internal control over financial reporting, to the registrant's auditors and the board of directors of the registrant's board of directors (or other 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 data; 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: August 29, 2011 By: /s/ David Beling ------------------------------- Name: David Beling Title: Principal Executive Officer Principal Financial Officer EX-32 3 ex32.txt SECTION 906 CERTIFICATION EXHIBIT NO. 32 CERTIFICATION OF PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amended Quarterly Report of Bullfrog Gold Corp., a Delaware corporation (the "Company") on Form 10-Q/A for the quarter ended July 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the Principal Executive Officer and Principal Financial Officer, hereby certifies pursuant to 18 U.S.C. Sec. 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 that, to the undersigned's knowledge: (1) the Report of the Company filed today fully complies with the requirements of Section 13(a) or (15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. A signed original of this written statement required by Section 906 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. Date: August 29, 2011 By: /s/ David Beling ------------------------------- Name: David Beling Title: Principal Executive Officer Principal Financial Officer EX-101.INS 4 bfgc-20110731.xml XBRL INSTANCE DOCUMENT 10-Q 2011-07-31 false Bullfrog Gold Corp. 0001448597 --10-31 Smaller Reporting Company Yes No No 2011 Q3 3506 9881 -475 0 3981 9881 69893 76397 56500 51500 120893 127897 0 0 3151 3151 21849 21849 -141912 -143016 -116912 -118016 3981 9881 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4396 56235 6014 16749 147412 4396 56235 6014 16749 147412 -5500 0 1104 -56235 -6014 -16749 -141912 0 0 0 0 0 1104 -56235 -6014 -16749 -141913 0 0 0 0 31510919 26911130 -5500 500 13422 -11375 -42313 -77994 0 10000 25000 5000 45000 81500 -6375 2687 3506 12295 0 14981 0 0 0 0 0 0 <!--egx--><p style="MARGIN:0in 0in 0pt">Note 1.&nbsp; Nature and Continuance of Operations</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Bullfrog Gold Corp., (&#147;the Company&#148;) was incorporated under the laws of the State of Delaware on July 23, 2007 as Kopr Resources Corp.&nbsp; On July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter")&nbsp;of the Company to authorize (i) the change of the name of the Company to &#147;Bullfrog Gold Corp.&#148; from &#147;Kopr Resources Corp.&#148;. The Company is in the exploration stage of its resource business and it was generally inactive during the period July 23, 2007 (inception) to October 31, 2009. During the year ended October 31, 2008 the Company commenced its limited activities by issuing shares and acquiring a mineral property located in the Osoyoos Mining Division of British Columbia, Canada.&nbsp; In January 2011 the Company allowed the claim on this property to lapse and is currently investigating other claims to secure for exploration.&nbsp; The recoverability of costs incurred for acquisition and exploration of any future property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company&#146;s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Company&#146;s tax reporting year end is October 31.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Going Concern</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.&nbsp; The Company has incurred losses since inception resulting in an accumulated deficit during the exploration stage&nbsp; of $141,912 as of July 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company&#146;s ability to continue as a going concern.&nbsp; The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.&nbsp; Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.</p> <!--egx--><p style="MARGIN:0in 0in 0pt">Note 2.&nbsp; Summary of Significant Accounting Policies</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Basis of Presentation</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (&#147;GAAP&#148;). All amounts are presented in U.S. dollars.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Interim Financial Information</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The accompanying unaudited interim financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission.&nbsp;&nbsp;Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company&#146;s financial statements and related notes as contained in Form 10-K for the year ended October 31, 2010. In the opinion of management, the interim financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the nine months ended July 31, 2011 are not necessarily indicative of the results of operations to be expected for the full year.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Reverse Stock Split</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On March 17, 2011 the Board of Directors of the Company unanimously adopted resolutions approving the Certificate of Amendment to the Certificate of Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the Common Stock of the Company that was issued and outstanding at April 4, 2011. The par value and our total number of authorized shares were unaffected by the reverse stock split. All shares and per share amounts in these financial statements and note thereto have been retrospectively adjusted to all periods presented to give effect to the reverse stock split.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Forward Stock Split</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 19, 2011, our board of directors authorized a 51.74495487 for one forward split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, was to be issued on each one share of common stock outstanding on July 25, 2011.&nbsp; The par value of the capital stock changed from $0.001 per share to $0.0001 per share.&nbsp; The authorized common stock changed from 150,000,000 shares to 200,000,000 shares, and the authorized preferred stock changed from 75,000,000 shares to 50,000,000 shares. The forward stock split was recorded with FINRA with a Record Date of July 25, 2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919 issued and outstanding shares as of July 31, 2011.&nbsp; All shares and per share amounts in these financial statements and note thereto have been retrospectively adjusted to all periods presented to give effect to the forward stock split.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Exploration Stage Company</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Company complies with Accounting Standards Codification (&#147;ASC&#148;) 915-235-50 and Securities and Exchange Commission Act Guide 7 for it&#146;s characterization of the Company as an exploration stage enterprise.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Cash and Cash Equivalents</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Mineral Interests</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.&nbsp; To date, the Company has not established any proven or probable reserves on its mineral properties.&nbsp; The Company has adopted the provisions of &#147;Accounting for Asset Retirement Obligations&#148; (&#147;ASC 410&#148;) which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long &#150;lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.&nbsp; As at July 31, 2011, any potential costs relating to the future retirement of the Company&#146;s mineral property have not yet been determined.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">&nbsp;Use of Estimates and Assumptions</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.&nbsp; Actual results could differ from those estimates.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Foreign Currency Translation</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The financial statements are presented in United States dollars.&nbsp; In accordance with Foreign Currency Translation,&#148; (&#147;ASC 830&#148;) foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.&nbsp; Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date.&nbsp; Revenue and expenses are translated at average rates of exchange during the year.&nbsp; Gains or losses resulting from foreign currency transactions are included in results of operations.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Fair Value of Financial Instruments</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The carrying value of cash, prepaid expense and accounts payable approximates their fair value because of the short maturity of these instruments.&nbsp; Unless otherwise noted, it is management&#146;s opinion the Company is not exposed to significant interest currency or credit risks arising from these financial instruments.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Environment Costs</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.&nbsp; Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.&nbsp; Liabilities are recorded when environmental assessments and/or remedial efforts are probably, and the cost can be reasonably estimated.&nbsp; Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company&#146;s commitments to plan of action based on the then known facts.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Income Taxes</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Company follows the accrual method of accounting for income taxes.&nbsp; Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).&nbsp; The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">At July 31, 2011, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Basic and Diluted Loss Per Share</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Company computes loss per share in accordance with ASC 260-10-45 &#147;Earnings per Share&#148;, &nbsp;which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.&nbsp; Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.&nbsp; Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Company has no potential dilutive instruments. Basic loss and diluted loss per share are equal.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Recent Accounting Pronouncements</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company&#146;s results of operations, financial position or cash flow.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.</p> <!--egx--><p style="MARGIN:0in 0in 0pt">Note 3.&nbsp; Common Stock Transactions</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The total number of common shares authorized that may be issued by the Company is 150,000,000 shares and 75,000,000 preferred shares each with a par value of $.001 per share. No other class of shares is authorized.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 23, 2007, the Company issued 1,500 shares of common stock to the Director, for total cash proceeds of $10,000.&nbsp; </p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On June 1, 2008, the Company issued 2,500,000 shares of common stock to the Director for total proceeds of $5,000.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On June 17, 2010 the Company issued 1,000,000 shares of common stock to 30 subscribers for gross proceeds of $10,000.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On March 17, 2011 the Board of Directors of the Company unanimously adopted resolutions approving the Certificate of Amendment to the Certificate of Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the Common Stock of the Company that was issued and outstanding at April 4, 2011.&nbsp; The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on March 30, 2011 and became effective on April 4, 2011.&nbsp;&nbsp; In connection with the Reverse Stock Split, the Financial Industry Regulatory Authority ("FINRA") effected the Reverse Stock Split at the open of business on April 5, 2011. </p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Reverse Stock Split resulted in a total of 608,966 common stock shares issued and outstanding.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 19, 2011, our board of directors authorized a 51.74495487 for one Forward Stock Split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, would be issued on each one share of common stock outstanding on July 25, 2011.&nbsp; The Forward Stock Split was effected by FINRA at the open of business on July 27, 2011.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Forward Stock Split resulted in a total of 31,510,919 common stock shares issued and outstanding.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">At July 31, 2011, there were no shares of preferred stock, stock options or warrants issued.</p> <!--egx--><p style="MARGIN:0in 0in 0pt">Note 4.&nbsp; Mineral Interests</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On November 28, 2007, the Company entered into a purchase and sale agreement to acquire a 100% interest in one mining claim of approximately 505 hectares located in the mining division approximately 15 kilometers north of the town of Keremos, in South Central British Columbia, Canada.&nbsp; In January 2011 the claim was allowed to lapse and the Company is currently investigating other claims to secure for exploration.</p> <!--egx--><p style="MARGIN:0in 0in 0pt">Note 5.&nbsp; Income Taxes</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">As of July 31, 2011, the Company had a net operating loss carry forwards of approximately $141,912 that may be available to reduce future years&#146; taxable income through 2030.&nbsp; Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to this tax loss carry forward.</p> <!--egx--><p style="MARGIN:0in 0in 0pt">Note 6.&nbsp; Related Party Transactions</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 31, 2007, in connection with its organization, the Company issued 1,500 shares of common stock to Andrea Schlectman, a director and officer of the Company, for consideration of $10,000.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On June 1, 2008, the Company issued 2,500,000 shares of common stock at $.002 per share for a total of $5,000 to Andrea Schlectman as reimbursement for Ms. Schlectman&#146;s payment of $5,000 on behalf of the Company for its mining claim.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Andrea Schlectman may in the future, become involved in other business opportunities as they may become available, thus she may face a conflict in selecting between the Company and her other business opportunities. The Company has not formulated a policy for the resolution of such a conflict.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">While the Company is seeking additional funds, Ms. Schlectman, a director has loaned monies to pay for certain expenses incurred. These loan(s) are interest free and there is no specific time for repayment.&nbsp; The balance due the director as of July 31, 2011 is $56,500.</p> <!--egx--><p style="MARGIN:0in 0in 0pt">Note 7.&nbsp; Other Developments</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Guo Yuying resigned as a director of the Company effective July 19, 2011. Ms. Yuying did not resign due to any disagreement with the Company or its management regarding any matter relating to the Company&#146;s operations, policies or practices.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 19, 2011, our board of directors approved the amendment and restatement of our Bylaws (the "Restated Bylaws")&nbsp;in order to, among other things, include provisions providing for board and stockholder meetings, indemnification of officers and directors and outlining the roles of certain of our officers.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Only July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter")&nbsp;of the Company to authorize (i) the change of the name of the Company to &#147;Bullfrog Gold Corp.&#148; from &#147;Kopr Resources Corp.,&#148; (ii) increase the authorized capital stock of the Company to 200,000,000 shares of common stock and 50,000,000 shares of preferred stock, and (iii) change the par value of the capital stock of the Company to $0.0001 per share from $0.001 per share.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 19, 2011, holders of approximately 71% of the outstanding common stock of the Company voted in favor of the Restated Bylaws and Restated Charter.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 19, 2011, our board of directors authorized a 51.74495487 for one forward split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, was to be issued on each one share of common stock outstanding on July 25, 2011.&nbsp; The forward stock split was recorded with FINRA with a Record Date of July 25, 2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919 issued and outstanding shares as of July 31, 2011.</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 21, 2011, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to &#147;Bullfrog Gold Corp.&#148; from &#147;Kopr Resources Corp.&#148;&nbsp;&nbsp;&nbsp; </p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">On July 27, 2011, Andrea Schlectman resigned from her positions as President and Chief Executive Officer of Bullfrog Gold Corp. (the &#147;Company&#148;).&nbsp;&nbsp;On July 27, 2011, David Beling was appointed as the Company&#146;s President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company.&nbsp;&nbsp;Additionally, On July 27, 2011, Mr. Beling was appointed to the Board of Directors of the Company and Alan Lindsay was appointed as Chairman of the Board of Directors.&nbsp;&nbsp;Immediately, upon Mr. Beling&#146;s and Mr. Lindsay&#146;s appointment to the Board of Directors, Ms. Schlectman resigned from her position as director of the Company.&nbsp;&nbsp;Ms. Schlectman did not resign due to any disagreement with the Company or its management regarding any matter relating to the Company&#146;s operations, policies or practices.</p> <!--egx--><p style="MARGIN:0in 0in 0pt">Note 8.&nbsp; Subsequent Events</p> <p style="TEXT-INDENT:0.5in; MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">The Company has evaluated events subsequent to the Balance Sheet date to assess the need for potential recognition or disclosure in this report.&nbsp; Such events were evaluated through the date these financial statements were issued.&nbsp; The following subsequent event is being disclosed:</p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> <p style="MARGIN:0in 0in 0pt">Our name change to Bullfrog Gold Corp. became effective for our principal market, the over the counter bulletin board, on August 11, 2011, at which time a new trading symbol of &#147;BFGC&#148; also became effective.&nbsp; </p> <p style="MARGIN:0in 0in 0pt">&nbsp;</p> 0 0 35000 31510919 0001448597 2011-05-01 2011-07-31 0001448597 2011-07-31 0001448597 2010-10-31 0001448597 2010-11-01 2011-07-31 0001448597 2009-11-01 2010-07-31 0001448597 2010-05-01 2010-07-31 0001448597 2007-07-23 2011-07-31 0001448597 2010-07-31 0001448597 2009-10-31 0001448597 2007-07-22 iso4217:USD iso4217:USD shares shares EX-101.SCH 5 bfgc-20110731.xsd XBRL TAXONOMY EXTENSION SCHEMA 965000 - Disclosure - Extractive Industries link:presentationLink link:definitionLink link:calculationLink 000040 - Statement - Bullfrog Gold Corp. 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Total Operating Expenses 6,014 16,749 4,396 56,235 147,412
Gain on Forgiveness of Debt 0 0 (5,500) 0 (5,500)
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Income Tax Expense 0 0 0 0 0
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Entity Voluntary Filers No
Entity Well-known Seasoned Issuer No
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Note 4.  Mineral Interests

 

On November 28, 2007, the Company entered into a purchase and sale agreement to acquire a 100% interest in one mining claim of approximately 505 hectares located in the mining division approximately 15 kilometers north of the town of Keremos, in South Central British Columbia, Canada.  In January 2011 the claim was allowed to lapse and the Company is currently investigating other claims to secure for exploration.

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Equity
3 Months Ended
Jul. 31, 2011
Equity  
Stockholders' Equity Note Disclosure [Text Block]

Note 3.  Common Stock Transactions

 

The total number of common shares authorized that may be issued by the Company is 150,000,000 shares and 75,000,000 preferred shares each with a par value of $.001 per share. No other class of shares is authorized.

 

On July 23, 2007, the Company issued 1,500 shares of common stock to the Director, for total cash proceeds of $10,000. 

 

On June 1, 2008, the Company issued 2,500,000 shares of common stock to the Director for total proceeds of $5,000.

 

On June 17, 2010 the Company issued 1,000,000 shares of common stock to 30 subscribers for gross proceeds of $10,000.

 

On March 17, 2011 the Board of Directors of the Company unanimously adopted resolutions approving the Certificate of Amendment to the Certificate of Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the Common Stock of the Company that was issued and outstanding at April 4, 2011.  The Certificate of Amendment was filed with the Secretary of State of the State of Delaware on March 30, 2011 and became effective on April 4, 2011.   In connection with the Reverse Stock Split, the Financial Industry Regulatory Authority ("FINRA") effected the Reverse Stock Split at the open of business on April 5, 2011.

 

The Reverse Stock Split resulted in a total of 608,966 common stock shares issued and outstanding.

 

On July 19, 2011, our board of directors authorized a 51.74495487 for one Forward Stock Split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, would be issued on each one share of common stock outstanding on July 25, 2011.  The Forward Stock Split was effected by FINRA at the open of business on July 27, 2011.

 

The Forward Stock Split resulted in a total of 31,510,919 common stock shares issued and outstanding.

 

At July 31, 2011, there were no shares of preferred stock, stock options or warrants issued.

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Accounting Policies
3 Months Ended
Jul. 31, 2011
Accounting Policies  
Significant Accounting Policies [Text Block]

Note 2.  Summary of Significant Accounting Policies

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All amounts are presented in U.S. dollars.

 

Interim Financial Information

 

The accompanying unaudited interim financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s financial statements and related notes as contained in Form 10-K for the year ended October 31, 2010. In the opinion of management, the interim financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the nine months ended July 31, 2011 are not necessarily indicative of the results of operations to be expected for the full year.

 

Reverse Stock Split

 

On March 17, 2011 the Board of Directors of the Company unanimously adopted resolutions approving the Certificate of Amendment to the Certificate of Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the Common Stock of the Company that was issued and outstanding at April 4, 2011. The par value and our total number of authorized shares were unaffected by the reverse stock split. All shares and per share amounts in these financial statements and note thereto have been retrospectively adjusted to all periods presented to give effect to the reverse stock split.

 

Forward Stock Split

 

On July 19, 2011, our board of directors authorized a 51.74495487 for one forward split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, was to be issued on each one share of common stock outstanding on July 25, 2011.  The par value of the capital stock changed from $0.001 per share to $0.0001 per share.  The authorized common stock changed from 150,000,000 shares to 200,000,000 shares, and the authorized preferred stock changed from 75,000,000 shares to 50,000,000 shares. The forward stock split was recorded with FINRA with a Record Date of July 25, 2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919 issued and outstanding shares as of July 31, 2011.  All shares and per share amounts in these financial statements and note thereto have been retrospectively adjusted to all periods presented to give effect to the forward stock split.

 

Exploration Stage Company

 

The Company complies with Accounting Standards Codification (“ASC”) 915-235-50 and Securities and Exchange Commission Act Guide 7 for it’s characterization of the Company as an exploration stage enterprise.

 

Cash and Cash Equivalents

 

Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

 

Mineral Interests

 

Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified.  To date, the Company has not established any proven or probable reserves on its mineral properties.  The Company has adopted the provisions of “Accounting for Asset Retirement Obligations” (“ASC 410”) which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long –lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.  As at July 31, 2011, any potential costs relating to the future retirement of the Company’s mineral property have not yet been determined.

 

 Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.

 

Foreign Currency Translation

 

The financial statements are presented in United States dollars.  In accordance with Foreign Currency Translation,” (“ASC 830”) foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date.  Revenue and expenses are translated at average rates of exchange during the year.  Gains or losses resulting from foreign currency transactions are included in results of operations.

 

Fair Value of Financial Instruments

 

The carrying value of cash, prepaid expense and accounts payable approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest currency or credit risks arising from these financial instruments.

 

Environment Costs

 

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probably, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

 

Income Taxes

 

The Company follows the accrual method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

At July 31, 2011, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

 

Basic and Diluted Loss Per Share

 

The Company computes loss per share in accordance with ASC 260-10-45 “Earnings per Share”,  which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 

The Company has no potential dilutive instruments. Basic loss and diluted loss per share are equal.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow.

 

As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

XML 18 R9.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Income Taxes
3 Months Ended
Jul. 31, 2011
Income Taxes {1}  
Income Tax Disclosure [Text Block]

Note 5.  Income Taxes

 

As of July 31, 2011, the Company had a net operating loss carry forwards of approximately $141,912 that may be available to reduce future years’ taxable income through 2030.  Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to this tax loss carry forward.

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Related Party Disclosures
3 Months Ended
Jul. 31, 2011
Related Party Disclosures  
Related Party Transactions Disclosure [Text Block]

Note 6.  Related Party Transactions

 

On July 31, 2007, in connection with its organization, the Company issued 1,500 shares of common stock to Andrea Schlectman, a director and officer of the Company, for consideration of $10,000.

 

On June 1, 2008, the Company issued 2,500,000 shares of common stock at $.002 per share for a total of $5,000 to Andrea Schlectman as reimbursement for Ms. Schlectman’s payment of $5,000 on behalf of the Company for its mining claim.

 

Andrea Schlectman may in the future, become involved in other business opportunities as they may become available, thus she may face a conflict in selecting between the Company and her other business opportunities. The Company has not formulated a policy for the resolution of such a conflict.

 

While the Company is seeking additional funds, Ms. Schlectman, a director has loaned monies to pay for certain expenses incurred. These loan(s) are interest free and there is no specific time for repayment.  The balance due the director as of July 31, 2011 is $56,500.

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Subsequent Events
3 Months Ended
Jul. 31, 2011
Subsequent Events  
Subsequent Events [Text Block]

Note 8.  Subsequent Events

 

The Company has evaluated events subsequent to the Balance Sheet date to assess the need for potential recognition or disclosure in this report.  Such events were evaluated through the date these financial statements were issued.  The following subsequent event is being disclosed:

 

Our name change to Bullfrog Gold Corp. became effective for our principal market, the over the counter bulletin board, on August 11, 2011, at which time a new trading symbol of “BFGC” also became effective. 

 

XML 22 R5.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Organization, Consolidation and Presentation of Financial Statements
3 Months Ended
Jul. 31, 2011
Organization, Consolidation and Presentation of Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1.  Nature and Continuance of Operations

 

Bullfrog Gold Corp., (“the Company”) was incorporated under the laws of the State of Delaware on July 23, 2007 as Kopr Resources Corp.  On July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter") of the Company to authorize (i) the change of the name of the Company to “Bullfrog Gold Corp.” from “Kopr Resources Corp.”. The Company is in the exploration stage of its resource business and it was generally inactive during the period July 23, 2007 (inception) to October 31, 2009. During the year ended October 31, 2008 the Company commenced its limited activities by issuing shares and acquiring a mineral property located in the Osoyoos Mining Division of British Columbia, Canada.  In January 2011 the Company allowed the claim on this property to lapse and is currently investigating other claims to secure for exploration.  The recoverability of costs incurred for acquisition and exploration of any future property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.

 

The Company’s tax reporting year end is October 31.

 

Going Concern

 

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit during the exploration stage  of $141,912 as of July 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

XML 23 R7.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Restructuring and Related Activities
3 Months Ended
Jul. 31, 2011
Restructuring and Related Activities  
Restructuring and Related Activities Disclosure [Text Block]

Note 7.  Other Developments

 

Guo Yuying resigned as a director of the Company effective July 19, 2011. Ms. Yuying did not resign due to any disagreement with the Company or its management regarding any matter relating to the Company’s operations, policies or practices.

  

On July 19, 2011, our board of directors approved the amendment and restatement of our Bylaws (the "Restated Bylaws") in order to, among other things, include provisions providing for board and stockholder meetings, indemnification of officers and directors and outlining the roles of certain of our officers.

 

Only July 19, 2011, our board of directors approved an Amended and Restated Certificate of Incorporation ("Restated Charter") of the Company to authorize (i) the change of the name of the Company to “Bullfrog Gold Corp.” from “Kopr Resources Corp.,” (ii) increase the authorized capital stock of the Company to 200,000,000 shares of common stock and 50,000,000 shares of preferred stock, and (iii) change the par value of the capital stock of the Company to $0.0001 per share from $0.001 per share.

 

On July 19, 2011, holders of approximately 71% of the outstanding common stock of the Company voted in favor of the Restated Bylaws and Restated Charter.

 

On July 19, 2011, our board of directors authorized a 51.74495487 for one forward split of our outstanding common stock in the form of a dividend, whereby an additional 50.74495487 shares of common stock, par value $0.0001 per share, was to be issued on each one share of common stock outstanding on July 25, 2011.  The forward stock split was recorded with FINRA with a Record Date of July 25, 2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919 issued and outstanding shares as of July 31, 2011.

 

On July 21, 2011, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to “Bullfrog Gold Corp.” from “Kopr Resources Corp.”   

 

On July 27, 2011, Andrea Schlectman resigned from her positions as President and Chief Executive Officer of Bullfrog Gold Corp. (the “Company”).  On July 27, 2011, David Beling was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company.  Additionally, On July 27, 2011, Mr. Beling was appointed to the Board of Directors of the Company and Alan Lindsay was appointed as Chairman of the Board of Directors.  Immediately, upon Mr. Beling’s and Mr. Lindsay’s appointment to the Board of Directors, Ms. Schlectman resigned from her position as director of the Company.  Ms. Schlectman did not resign due to any disagreement with the Company or its management regarding any matter relating to the Company’s operations, policies or practices.

XML 24 R2.htm IDEA: XBRL DOCUMENT  v2.3.0.11
Bullfrog Gold Corp. - (Formerly Kopr Resources Corp.) (An Exploration Stage Company) - Balance Sheet (USD $)
Jul. 31, 2011
Oct. 31, 2010
Cash and Cash Equivalents $ 3,506 $ 9,881
Prepaid Expense (475) 0
Total Current Assets 3,981 9,881
Accounts Payable 69,893 76,397
Loan from director 56,500 51,500
Total Current Liabilities 120,893 127,897
Preferred Stock 0 0
Common Stock 3,151 3,151
Additional Paid-in Capital 21,849 21,849
Deficit accumulated during exploration stage (141,912) (143,016)
Total Stockholders' Deficiency (116,912) (118,016)
Total Liabilities and Stockholders' Deficiency $ 3,981 $ 9,881
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(An Exploration Stage Company) - Balance Sheet Process Flow-Through: Removing column 'Jul. 31, 2010' Process Flow-Through: Removing column 'Oct. 31, 2009' Process Flow-Through: Removing column 'Jul. 22, 2007' Process Flow-Through: 000030 - Statement - Bullfrog Gold Corp. (Formerly Kopr Resources Corp.) - (An Exploration Stage Company) - Statement of Operations (Unaudited) Process Flow-Through: 000040 - Statement - Bullfrog Gold Corp. (Formerly Kopr Resources Corp.) - (An Exploration Stage Company) - Statements of Cash Flows (Unaudited) Process Flow-Through: Removing column '3 Months Ended Jul. 31, 2011' Process Flow-Through: Removing column '3 Months Ended Jul. 31, 2010' Process Flow-Through: Removing column 'Oct. 31, 2010' bfgc-20110731.xml bfgc-20110731.xsd bfgc-20110731_cal.xml bfgc-20110731_def.xml bfgc-20110731_lab.xml bfgc-20110731_pre.xml true true EXCEL 26 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%\T,60S96,W-U]E,#-C7S1F83E?8C%E-5\P8C9E M8F0X,CAA,S@B#0H-"E1H:7,@9&]C=6UE;G0@:7,@82!3:6YG;&4@1FEL92!7 M96(@4&%G92P@86QS;R!K;F]W;B!A'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O&5S M/"]X.DYA;64^#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O5]$:7-C;&]S=7)E#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U8G-E<75E;G1?179E;G1S/"]X.DYA;64^#0H@("`@ M/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I%>&-E;%=O#I!8W1I=F53 M:&5E=#XP/"]X.D%C=&EV95-H965T/@T*("`\>#I0#I%>&-E;%=O7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^0G5L;&9R;V<@1V]L9"!#;W)P+CQS<&%N/CPO'0^,3`M43QS<&%N/CPO2!0=6)L:6,@1FQO870\+W1D/@T*("`@ M("`@("`\=&0@8VQA2!6;VQU;G1A3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\T,60S96,W-U]E,#-C7S1F83E? 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