-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QnozpwqLUnJDLY+yB2cSPjkUBbmoIPwRXB7CbjHoEaSgQfCPjDHxqHfWKicWaSyp ic4eNPXJOU/s2mlZ3bB9gA== 0001309014-06-000774.txt : 20061128 0001309014-06-000774.hdr.sgml : 20061128 20061128120554 ACCESSION NUMBER: 0001309014-06-000774 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061127 FILED AS OF DATE: 20061128 DATE AS OF CHANGE: 20061128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Widescope Resources Inc. CENTRAL INDEX KEY: 0000795800 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14740 FILM NUMBER: 061241347 BUSINESS ADDRESS: STREET 1: #208 - 828 HARBOURSIDE DRIVE CITY: N. VANCOUVER STATE: A1 ZIP: V7P 3R9 BUSINESS PHONE: 604-904-8481 MAIL ADDRESS: STREET 1: #208 - 828 HARBOURSIDE DRIVE CITY: N. VANCOUVER STATE: A1 ZIP: V7P 3R9 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL GEMINI TECHNOLOGY INC DATE OF NAME CHANGE: 19940706 6-K 1 htm_1846.htm LIVE FILING Widescope Resources Inc. - Form 6-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 27, 2006

Commission File Number: 000-14740

Widescope Resources Inc.
———————————————————————————————————
(Translation of registrant’s name into English)
 
British Columbia
———————————————————————————————————
(Jurisdiction of incorporation or organization)
 
Suite 208
828 Harbourside Drive
North Vancouver, BC V7P 3R9
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

Widescope Resources Inc. [formerly - International Gemini Technology Inc.] on
November 27, 2006 has distributed Exhibits 99.1 to 99.4 [inclusive] to the
applicable Canadian securities regulators and to shareholders who requested
same, to disseminate its interim financial statements and related materials
for the Quarter ended September 30, 2006.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    Widescope Resources Inc.
     
Date: November 28, 2006 By: Douglas E. Ford

  Name:  Douglas E. Ford
  Title: Director
     

EXHIBIT INDEX

Exhibit No.   Description

 
99.1   9-30-2006 Financial Statements
99.2   9-30-2006 Management Discussion & Analysis
99.3   Certification of Filing MS
99.4   Certification of Filing EF
     

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit  EX-99.1

WIDESCOPE RESOURCES INC.
[Formerly — International Gemini Technology Inc.]

NOTICE

Attached are the unaudited interim consolidated financial statements of Widescope Resources Inc.
[formerly — International Gemini Technology Inc.] (the “Corporation”) for the period ended
September 30, 2006. The Corporation’s auditor has not reviewed the attached financial statements.

WIDESCOPE RESOURCES INC.
[Formerly — International Gemini Technology Inc.]

“signed”
Douglas E. Ford
Director

November 27, 2006

1

WIDESCOPE RESOURCES INC.
[Formerly — International Gemini Technology Inc.]
Interim Consolidated Balance Sheets
Prepared by management (unaudited)

                         
            September 30, 2006   December 31, 2005
ASSETS
                       
Current assets
                       
   Cash
  $ 113,456     $ 128,126  
   Accounts receivable
    2,501       312  
 
                       
 
            115,957       128,438  
 
                       
Other assets – Note 3
                       
   Investments
          90,000  
   Mineral Properties
    334,776        
   Equipment
    1,579        
 
                       
 
            336,335       90,000  
 
                       
 
          $ 452,312     $ 218,438  
 
                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities
                       
   Accounts payable and accrued liabilities
  $ 62,758     $ 42,219  
 
                       
   Total Current Liabilities
    62,758       42,219  
 
                       
Shareholders Loans – Note 3
    11,390       -  
 
                       
Non-controlling interest
            79,432        
 
                       
Shareholders’ equity
                       
   Share capital - common
    13,044,609       12,894,609  
   Share capital - preferred
    604,724       604,724  
   Contributed surplus
    53,344       53,344  
   Deficit
    (13,403,945 )     (13,376,458 )
 
                       
 
            298,732       176,219  
 
                       
 
          $ 452,312     $ 218,438  
 
                       
Approved by the Directors:
               
“Signed”
                       
 
                       
Martin Schultz
                       
“Signed”
                       
 
                       
Douglas E. Ford
                       

2

WIDESCOPE RESOURCES INC.
[Formerly — International Gemini Technology Inc.]
Interim Consolidated Statements of Income and Deficit
Prepared by management (unaudited)

                                         
            Three Months Ended September 30   Nine Months Ended September 30
            2006   2005   2006   2005
Revenue
                                       
   Interest Income
  $ -     $     $ -     $ 90  
   Management Fees
    6,000             15,000        
 
                                       
 
            6,000             15,000       90  
 
                                       
Expenses
                                       
   General and administrative
    19,802       9,934       44,797       50,418  
 
                                       
Income (loss) from operations
    (13,802 )     (9,934 )     (29,797 )     (50,238 )
Non controlling interest in loss
    2,310               2,310       -  
 
                                       
Income (loss) for the period
    (11,492 )     (9,934 )     (27,487 )     (50,238 )
Deficit, beginning of period
    (13,392,453 )     (13,362,048 )     (13,376,458 )     (13,321,654 )
 
                                       
Deficit, end of period
          $ (13,403,945 )   $ (13,371,982 )   $ (13,403,945 )   $ (13,371,982 )
 
                                       
Earnings per share
            0       0       0       0  
 
                                       
Fully diluted earnings per share
    0       0       0       0  
 
                                       

3

WIDESCOPE RESOURCES INC.
[Formerly — International Gemini Technology Inc.]
Interim Consolidated Statements of Cash Flow
Prepared by management (unaudited)

                                         
            Three Months Ended September 30   Nine Months Ended September 30
            2006   2005   2006   2005
Operating Activities
                                       
   Loss for the period
  $ (11,492 )   $ (9,934 )   $ (27,487 )   $ (50,238 )
Non cash Items:
                                       
   Non controlling interest in loss
    (2,310 )           (2,310 )      
   Change in working capital
    4,526       5,770       14,489       (32,304 )
 
                                       
Cash used in operations
            (9,276 )     (4,164 )     (15,308 )     (82,542 )
 
                                       
Investing Activities
                                       
   Sale of Common Shares
                      234,050  
   Cash Acquired on acquisition of
                               
   PFG, net of amounts invested
                16,108        
   Mining property additions
    (15,470 )           (15,470 )      
   Investment
          (45,000 )           (45,000 )
 
                                       
Cash from (used in)investing activities
    (15,740 )     (45,000 )     638       189,050  
 
                                       
Increase (decrease) in cash for period
    (24,746 )     (49,164 )     (14,670 )     126,026  
Cash position, beginning of period
    138,202       176,662       128,126       1,472  
 
                                       
 
                                       
Cash position, end of period
          $ 113,456     $ 127,498     $ 113,456     $ 127,498  
 
                                       

4

1. Nature and Continuance of Operations

The Company’s principal business activities include the exploration of natural resource properties. The Company has acquired, directly and by way of the acquisition of Outback Capital Inc. (Note 3), interests in various mineral claims in Manitoba providing the right to explore. The financial statements have been prepared under the assumption the Company is a going concern. The Company had working capital of $53,119 at September 30, 2006 and has incurred substantial losses to date. The Company will require additional funding to meet its obligations and the costs of its operations.

Effective July 12, 2006 pursuant to shareholder approval, the Company changed its name from International Gemini Technology Inc. to Widescope Resources Inc.

The Company’s future capital requirements will depend on many factors, including costs of exploration and development of the properties, production, if warranted, and competition and global market conditions. The Company’s potential recurring operating losses and growing working capital needs may require that it obtain additional capital to operate its business. Such outside capital will include the sale of additional common shares. There can be no assurance that capital will be available as necessary to meet these continuing exploration and development costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders.

The Company is dependent upon the discovery of economically recoverable reserves, to obtain necessary financing to complete the development of its properties, and future production or proceeds from the disposition thereof. The financial statements have been prepared under the assumption the Company is a going concern. The ability of the Company to continue operations as a going concern is ultimately dependent upon attaining profitable operations from an ore body. To date, the Company has not generated profitable operations from its resource operations and will need to invest additional funds in carrying out its planned exploration, development and operational activities. As a result, more losses are anticipated prior to obtaining a level of profitable operations.

2.   Significant Accounting Policies

Basis of Operations
These financial statements have been prepared on a consolidated basis and include the accounts of the Company and its subsidiary, Outback Capital Inc. All intercompany balances and transactions have been eliminated on consolidation.

5

Note 2 – cont’d

Mineral Properties
The cost of mineral properties and related exploration and development costs are deferred until the properties are placed into production, sold or abandoned. These costs will be amortized over the useful life of the properties following the commencement of commercial production or written off if the properties are sold, allowed to lapse, or abandoned. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. It is reasonably possible that economically recoverable reserves may
not be discovered and accordingly a material portion of the carrying value of mineral properties and related deferred exploration costs could be written off. Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected title defects.

Estimates, Assumptions and Measurement Uncertainty
The preparation of financial statements in conformity with Canadian 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. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.

Financial Instruments
The fair value of the Company’s cash, prepaid expenses and other, taxes recoverable and other, accounts payable and accrued liabilities, and due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management does not believe the Company is exposed to significant credit, currency, market or interest rate risks.

Loss Per Share
The loss per share figures are calculated using the weighted average number of shares outstanding during the respective fiscal years. The calculation of fully diluted earnings per share figures under the Treasury Stock Method considers the potential exercise of outstanding share purchase options and warrants or other contingent issuances to the extent each option, warrant or contingent issuance was dilutive.

Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

Impairment of long-lived assets
The Company follows the recommendations of CICA Handbook Section 3063, “Impairment of Long-Lived Assets”. Section 3063 establishes standards for recognizing, measuring and disclosing impairment of long-lived assets held for use. The Company conducts its impairment test on long-lived assets when

6

Note 2 – cont’d

events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment is recognized when the carrying amount of an asset to be held and used exceeds the undiscounted future net cash flows expected from its use and disposal. If there is an impairment, the impairment amount is measured as the amount by which the carrying amount of the asset exceeds its fair value, calculated using discounted cash flows when quoted market prices are not available.

Income taxes
The Company accounts for income taxes using the asset and liability method, whereby future tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the caring values of the asset and liabilities and their respective income tax bases. Future income tax assets and liabilities are measured using substantively enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on future income taxes and liabilities of a change in rates is included in operations in the period that includes the substantive enactment date. Where the probability of a realization of a future income tax asset is more likely than not, a valuation allowance is recorded.

Stock-based Compensation
The Company applies the fair value method of valuing all grants of stock options after January 1, 2002. All stock options granted are accounted for as a capital transaction at the time of the grant with the related fair values being reflected as contributed surplus in shareholders’ equity. The fair value of options granted is estimated at the date of grant using the Black-Scholes option pricing model incorporating assumptions regarding risk-free interest rates, dividend yield, volatility factor of the expected market price of the Company’s stock, and a weighted average expected life of the options. The estimated fair value of the options is recorded over the options’ vesting period. Any consideration paid on amounts attributable to stock options is credited to share capital.

3. Acquisition of Outback Capital Inc. dba Pinefalls Gold (“PFG”)

In April 2005 the Company entered into a subscription agreement to invest $200,000 into Outback Capital Inc. dba Pinefalls Gold (“PFG”) a private Alberta company with certain directors and principal shareholders in common with the Company. PFG is an exploration company with mining claims located in the area of Bissett, Manitoba. Pursuant to the subscription the Company invested $200,000 in exchange for 4 million units of PFG at $0.05 per unit with each unit comprised of one common share and one share purchase warrant to purchase an additional common share at $0.075 for a period of two years. Without the exercise of the warrant the Company purchased approximately 37% of the common shares of PFG. As at June 30, 2006, the Company had invested $200,000 in exchange for 4 million units under this subscription agreement.

In addition, the Company entered into a share exchange agreement with one of the principal shareholders of PFG who is also a director of the Company, under which the Company acquired a further 3 million common shares of PFG in exchange for one million common shares of the Company.

7

Note 3 – cont’d

The Company completed the transactions above effective June 30, 2006; and as at September 30, 2006 the Company’s owns 65.42% of the common shares of PFG.

The fair value of the assets acquired and liabilities assumed effective June 30, 2006 are as follows:

         
    - $ -
Current assets
    126,108  
Mineral claims and equipment
    320,885  
Current liabilities
    (3,861 )
Due to related parties
    (11,390 )
Non controlling interest
    (81,742 )
 
       
 
    350,000  
 
       
Consideration Paid:
       
1,000,000 Common Shares @ $0.15 per share
    150,000  
Cash
    200,000  
 
       
 
    350,000  
 
       

Mineral Claims and equipment includes the following:

         
    - $ -
Unproven Mining Claims – not subject to depletion
    319,306  
Equipment
    1,579  
 
       
Totals
    320,885  
 
       

8

4. Related Party Transactions

During the nine-month period ended September 30, 2006, a company in which a director has an interest charged the Company $18,000 (2005: $18,000; 2004: $18,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $42,673 (2005: $22,053) is included in accounts payable and accrued liabilities at September 30, 2006.

A company in which the Company has an investment and in which there are directors in common, was charged $15,000 (2005: $nil) for rent and management fees during the nine-months ended September 30, 2006. Related party transactions were in the normal course of business and have been recorded at the exchange amount. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.

See Note 3.

5.   Share Capital

a) The authorized capital of the Company comprises 100,000,000 common shares without par value and 100,000,000 Series 1 convertible preferred shares without par value. The rights and restrictions of the preferred shares are as follows:

i) dividends shall be paid at the discretion of the directors;

ii) the holders of the preferred shares are not entitled to vote except at meetings of the holders of the preferred shares, where they are entitled to one vote for each preferred share held;

iii) the shares are convertible at any time; and

iv) the number of the common shares to be received on conversion of the preferred shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.45.

9

Note 5 – cont’d

b) Common shares

                                 
    2006   2005
 
  Shares   $       Shares   $    
Balance, beginning of fiscal year
    9,883,452       12,894,609       8,323,119       12,660,559  
Issued via private placement
                1,560,333       234,050  
Issued on acquisition of PFG
    1,000,000       150,000              
Balance, as at September 30
    10,883,452       13,044,609       9,883,452       12,894,609  
 
                               

c) Preferred shares

                                 
    2006   2005
 
  Shares   $       Shares   $    
Balance, beginning and end of year
    604,724       604,724       604,724       604,724  
 
                               

d) Warrants

                 
    2006   2005
Balance, beginning of fiscal year
    1,560,333        
Issued via private placement [June 2005]
          1,560,333  
 
               
Balance, as at September 30
    1,560,333       1,560,333  
 
               

The warrants were issued in conjunction with the June 2005 private placement of common shares. Each warrant gives the holder the right to purchase one common share of the Company at $0.18 per share on or before the expiry of the warrants on June 7, 2007.

e) Stock Options

As of September 30, 2006 and 2005, there were no stock options outstanding.

10

     
6.   Directors & Officers
 
  Edward Dolejsi, President & Director
Edward D. Ford, Vice-President & Director
Martin Schultz, Secretary & Director
John D. Stanton, Director
Douglas E. Ford, Director
 
   

11 EX-99.2 3 exhibit2.htm EX-99.2 Exhibit  EX-99.2

WIDESCOPE RESOURCES INC.
[Formerly — International Gemini Technology Inc.]

THE ATTACHED INTERIM CONSOLIDATED FINANCIAL STATEMENTS FORM AN INTEGRAL PART OF THIS MANAGEMENT DISCUSSION AND ANALYSIS AND ARE HEREBY INCLUDED BY REFERENCE

Management Discussion and Analysis as of November 27, 2006

In April 2005 the Company entered into a subscription agreement to invest $200,000 into Outback Capital Inc. dba Pinefalls Gold (“PFG”) a private Alberta company with certain directors and principal shareholders in common with the Company. PFG is an exploration company with mining claims located in the area of Bissett, Manitoba. Pursuant to the subscription the Company invested $200,000 in exchange for 4 million units of PFG at $0.05 per unit with each unit comprised of one common share and one share purchase warrant to purchase an additional common share at $0.075 for a period of two years. Without the exercise of the warrant the Company purchased approximately 37% of the common shares of PFG. As at June 30, 2006, the Company had invested $200,000 in exchange for 4 million units under this subscription agreement.

In addition, the Company entered into a share exchange agreement with one of the principal shareholders of PFG, a director of the Company, under which the Company acquired a further 3 million common shares of PFG in exchange for one million common shares of the Company.

As at September 30, 2006 the Company’s owns 65.42% of the common shares of PFG.

PFG has been actively exploring for mineral resources on its seventeen (17) mining claims in the area of Bissett, Manitoba. The claims are included in the Rice Lake greenstone belt and cover an area of approximately 2800 hectares. The claims are the subject of Qualifying Reports dated May 1, 2006 and June 30, 2004 prepared by Edward Sawitzky, P. Geo. of Arc Metals Ltd. (“Arc”). Arc prepared the report to standards dictated by National Instrument 43-101.

Following the recommendations of the May 2006 Qualifying Report — during the quarter a summer exploration program was completed under PFG’s direction. The primary focus of the work plan was to complete more detailed geological mapping of the claims, stripping of over-burden and grab sampling. In the quarter, approximately 30 man-days of field work was completed and more than seventy samples were collected and delivered to TSL Laboratories in Saskatoon for assay and analysis. Compilation of the geologist’s maps, data and assay results is ongoing. The Company expects a detailed report of the activities, findings and recommendations late in the fourth quarter.

To enable Widescope to meet its funding obligations – the Company arranged a non-brokered private placement to provide working capital to the Company. In June 2005 Widescope issued 1,560,333 units and raised $234,050. Each unit consists of one common share of Widescope (a “Share”) and one transferable share purchase warrant (a “Warrant”). Each warrant entitles the holder to purchase one common share of Widescope until June 7, 2007, at a price of 18 cents per share. If the common shares of Widescope, at any time after six months after the closing date of the private placement, trade on a recognized stock exchange at a price of $0.50 per share or greater for 10 consecutive trading days, then the Company can provide notice to the holders of the Warrants and the Warrants will expire 30 days after the notice is given.

Trend Analysis

The business of the Company entails significant risks. Any analysis of the trend of the company’s activities would reveal this. And there is nothing to suggest that these trends will change.

The Company’s principal business activities include the exploration of natural resource properties. The Company has acquired, directly and by way of the acquisition of Outback Capital Inc. interests in various mineral claims in Manitoba providing the right to explore. The Company had working capital of $53,199 at September 30, 2006 and has incurred substantial losses to date. The Company may require additional funding to meet its obligations and the costs of its operations.

The Company’s future capital requirements will depend on many factors, including costs of exploration and development of the properties, production, if warranted, and competition and global market conditions. The Company’s potential recurring operating losses and growing working capital needs may require that it obtain additional capital to operate its business. Such outside capital will include the sale of additional common shares. There can be no assurance that capital will be available as necessary to meet these continuing exploration and development costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders.

World economic conditions, including the trade and budget deficits in the United States, have made the case for precious metals a compelling one. This, combined with the availability of capital for precious metals projects has expanded the acquisition search to include precious metals exploration and development opportunities.

The company has regularly been behind major trends and as a result missed them.

1

2

                         
Selected Financial Data [Annual]        
(Expressed in Canadian Dollars)        
    Years ended December 31    
    2005   2004   2003
Net Operating Revenues
  $       20,000       3,000  
Net income (loss)
  $ (54,804 )     (39,742 )     (37,863 )
Loss per share from continued operations
  $ 0.01       0.01       0.01  
Share capital per Canadian GAAP
  $ 13,499,333       13,265,283       13,265,283  
Common shares issued
    9,883,452       8,323,119       8,323,119  
Weighted average shares outstanding per Canadian GAAP
    9,084,049       8,323,119       8,323,119  
Total Assets
  $ 218,438       53,870       49,070  
Net Assets (liabilities)
  $ 176,219       (3,027 )     36,715  
Cash Dividends Declared per Common Shares
  $              
Exchange Rates (Cdn$ to U.S.$) Period Average
  $ 0.8253       0.7683       0.7135  

Overview

With the acquisition of PFG effective June 30, 2006, the Company’s primary focus shifted to mineral resource exploration operations rather than acquisitions. The Company charges PFG a modest management fee to offset its reciprocal efforts to coordinate PFG’s affairs. This activity is largely carried out by the directors and large shareholders at their own expense. The Company’s management team, affiliates and directors have special expertise in the areas of operations, due diligence, financial analysis and corporate finance strategy with respect to emerging growth enterprises. Additionally, the Company retains Dockside Capital Group to provide certain management functions and in so doing can also access its similar expertise. From time-to-time the Company is approached, through referral, to provide these services on a consulting basis. Thus the Company generates some revenue by providing these services. As these sources of revenue are not core to the Company’s focus, the services are not actively marketed.

Results of Operations

Historically — the Company has shown modest losses for the past several years. These losses result largely from having little or no revenue and minimal operating expenses, rather than having unusual expenses. In 2004 the Company elected to sell its passive investment, and this resulted in a loss that was somewhat greater than usual. Prior to the just completed quarter — the expenses of the Company were almost completely related to satisfying regulatory requirements, including the annual meeting, financial reporting, communications with shareholders; and seeking and evaluating acquisition prospects for suitability and ability to attract financing. With the June 30, 2006 completion of the PFG acquisition the Companies expenses are now more heavily weighted in favour of the exploration work and analysis being carried out on the properties by PFG.

With the PFG acquisition the Company expects to report additional significant expenses related to the exploration activities undertaken in the area of Bissett, Manitoba.

Fluctuations in Results

The Company’s annual operating results fluctuate, but very little. Revenues prior to the recently completed quarter were solely derived from consulting activities which are not core to the Company’s focus fluctuated greatly based upon the Company’s receipt of infrequent, third-party referrals for these services. With the June 30, 2006 completion of the PFG acquisition the Companies revenues are now derived from management fees charged to PFG.

Expenses have fluctuated on the basis of postal rate increases, or reductions in courier or long distance phone rates. With the PFG acquisition the Company anticipates expenses to rise significantly due to exploration activities. Similarly, our expenses will continue to increase due to the upward pressure on professional fees charged to reporting companies for compliance related services such as legal and audit work as a result of changes to securities legislation throughout North America.

Liquidity and Capital Resources

Since the Company is organized in Canada, the Company’s September 30, 2006 financial statements have been prepared in accordance with Canadian generally accepted accounting principles.

As at September 30, 2006, the Company had accumulated losses totaling $13,403,945. The Company had working capital of $53,199 at September 30, 2006. The continuation of the Company is dependent upon the continued financial support of shareholders, its ability to raise capital through the issuance of its securities, as well as obtaining long-term financing when the company concludes an appropriate merger or acquisition agreement.

As noted, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might arise from uncertainty. However, had the audit been conducted in accordance with U.S. generally accepted auditing standards the auditors would have reflected these concerns in their report and would have included an explanatory paragraph in their report raising concern about the Company’s ability to continue as a going concern.

As at September 30, 2006 the Company had cash and equivalents of $113,456.

                                                                 
Selected Financial Data [Quarterly — unaudited]
                                                       
(Expressed in Canadian Dollars)
                                                               
                            Quarter Ended
                       
 
    9/30/2006       6/30/2006       3/31/2006       12/31/2005       9/30/2005       6/30/2005       3/31/2005       12/31/2004  
Net Operating Revenues
  $ 6,000       4,500       5,189       0       0       0       0       20,000  
Net income (loss)
  $ (11,492 )     (6,358 )     (9,637 )     (4,476 )     (9,934 )     (33,432 )     (6,962 )     (18,443 )
Income per share from continued operations
  $ 0       0       0       0       0       0       0       0  
Share capital per Canadian GAAP
  $ 13,649,333       13,649,333       13,499,333       13,499,333       13,499,333       13,499,333       13,265,283       13,265,283  
Common shares issued
    10,883,452       10,883,452       9,883,452       9,883,452       9,883,452       9,883,452       8,323,119       8,323,119  
Weighted average shares outstanding per Canadian GAAP
    10,883,452       9,883,452       9,883,452       9,084,049       8,703,584       8,323,119       8,323,119       8,323,119  
Total Assets
  $ 452,312       459,087       214,982       218,438       217,498       221,662       53,330       53,870  
Net Assets (liabilities)
  $ 298,732       310,224       166,582       176,219       180,695       190,629       (9,989 )     (3,027 )
Cash Dividends Declared per Common Shares
  $ 0       0       0       0       0       0       0       0  

3

Additional Disclosure for Venture Issuers Without Significant Revenue

The business of the Company entails significant risks, and an investment in the securities of the Company should be considered highly speculative. An investment in the securities of the Company should only be undertaken by persons who have sufficient financial resources to enable them to assume such risks. The following is a general description of all material risks, which can adversely affect the business and in turn the financial results, ultimately affecting the value of an investment the Company.

The Company has no significant revenues.

The Company has limited funds.

There is no assurance that the Company can access additional capital.

There is no assurance that the investment disclosed herein with Pinefalls Gold will be successful in its quest to find a commercially viable quantity of mineral resources.

The Company has a history of operating losses and may have operating losses and a negative cash flow in the future.

The Company’s auditors have indicated that U.S. reporting standards would require them to raise a concern about the company’s ability to continue as a going concern.

There is no market for our common shares.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Table of Contractual Obligations

     
Contractual Obligations:
  Payments Due by Period
 
   
 
   
None
  N/A
 
   

Related Party Transactions

During the nine-month period ended September 30, 2006, a company in which a director has an interest charged the Company $18,000 (2005: $18,000; 2004: $18,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $42,673 (2005: $22,053) is included in accounts payable and accrued liabilities at September 30, 2006.

A company in which the Company has an investment and in which there are directors in common, was charged $15,000 (2005: $nil) for rent and management fees during the nine-months ended September 30, 2006. Related party transactions were in the normal course of business and have been recorded at the exchange amount. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.
Critical Accounting Estimates

There are no critical accounting estimates.

Changes in Accounting Policies

There have been no changes in accounting policies.

Share Capital Data

The following table sets forth the Company’s share capital data as at November 27, 2006:

                         
Common Shares                        
-issued & outstanding
    10,883,452                  
 
                       
Preferred Shares - -issued & outstanding
    604,724                  
 
                       
Warrants
    1,560,333     Expiry: June 7, 2007
  Exercise price: $0.18
 
                       

Further Information

Additional information about the Company is available at the Canadian disclosure website www.sedar.ca

4 EX-99.3 4 exhibit3.htm EX-99.3 Exhibit  EX-99.3

Form 52-109F2 — Certification of Interim Filings

I, Martin Schultz, director and Secretary — certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Widescope Resources Inc., (the Issuer) for the interim period ending September 30, 2006;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings;

4. The Issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP; and

5. I have caused the Issuer to disclose in the interim MD&A any change in the Issuer’s internal control over financial reporting that occurred during the Issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting.

Date: November 27, 2006

     signed     

Martin Schultz
Director & Secretary

EX-99.4 5 exhibit4.htm EX-99.4 Exhibit  EX-99.4

Form 52-109F2 — Certification of Interim Filings

I, Edward D. Ford, director and Vice President, Finance — certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of Widescope Resources Inc., (the Issuer) for the interim period ending September 30, 2006;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings;

4. The Issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Issuer, and we have:

(a) designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP; and

5. I have caused the Issuer to disclose in the interim MD&A any change in the Issuer’s internal control over financial reporting that occurred during the Issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting.

Date: November 27, 2006

     signed     

Edward D. Ford
Director & Vice President, Finance

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