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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Widescope Resources Inc. |
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(Translation of registrants name into English) | ||||
British Columbia | ||||
(Jurisdiction of incorporation or organization) | ||||
Suite 208 828 Harbourside Drive North Vancouver, BC V7P 3R9 |
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(Address of principal executive office) |
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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. on May 26, 2008 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 March 31, 2008. On June 4, 2008 the Corporation issued Exhibit 99.5 as a press release detailing a material event.
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: June 5, 2008 | By: |
Douglas E. Ford |
Name: | Douglas E. Ford | |
Title: | Director | |
Exhibit No. | Description | |
|
|
|
99.1 | March 31, 2008 Financial Statements | |
99.2 | March 31, 2008 Management Discussion & Analysis | |
99.3 | Certification of Filing MS | |
99.4 | Certification of Filing EF | |
99.5 | June 4, 2008 News Release | |
WIDESCOPE RESOURCES INC.
NOTICE
Attached are the unaudited interim consolidated financial statements of Widescope Resources Inc.
(the Corporation) for the three months ended March 31, 2008. The Corporations auditor has not
reviewed the attached financial statements.
WIDESCOPE RESOURCES INC.
signed
Douglas E. Ford
Director
May 26, 2008
WIDESCOPE RESOURCES INC.
Consolidated Balance Sheets
Prepared by management (unaudited)
March 31, 2008 | December 31, 2007 | |||||||||||
ASSETS |
||||||||||||
Current assets |
||||||||||||
Cash |
$ | 61,905 | $ | 69,628 | ||||||||
Receivables |
2,891 | 3,606 | ||||||||||
64,796 | 73,234 | |||||||||||
Mineral properties (Note 3) |
343,955 | 343,955 | ||||||||||
Equipment, net of amortization (Note 3) |
1,022 | 1,105 | ||||||||||
$ | 409,773 | $ | 418,294 | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||
Current liabilities |
||||||||||||
Accounts payable and accrued liabilities |
$ | 128,678 | $ | 110,395 | ||||||||
Non-controlling interest (Note 3) |
66,468 | 68,586 | ||||||||||
Shareholders equity |
||||||||||||
Share capital preferred (Note 5) |
604,724 | 604,724 | ||||||||||
Share capital - common (Note 5) |
13,044,609 | 13,044,609 | ||||||||||
Contributed surplus (Note 5) |
53,344 | 53,344 | ||||||||||
Deficit |
(13,488,050 | ) | (13,463,364 | ) | ||||||||
214,627 | 239,313 | |||||||||||
$ | 409,773 | $ | 418,294 | |||||||||
Approved by the Board: |
||||||||||||
Martin Schultz |
||||||||||||
Martin Schultz |
||||||||||||
Douglas E. Ford |
||||||||||||
Douglas E. Ford |
The accompanying notes are an integral part of these consolidated financial statements.
WIDESCOPE RESOURCES INC.
Consolidated Statements of Operations, Comprehensive loss, and Deficit
Prepared by management (unaudited)
Three months ended March 31 | ||||||||||||
2008 | 2007 | |||||||||||
Revenue |
||||||||||||
Interest income |
$ | - | $ | | ||||||||
Management fees (Note 4) |
| | ||||||||||
Expenses |
||||||||||||
General and administrative (Note 4) |
26,804 | 13,264 | ||||||||||
Loss from operations |
(26,804 | ) | (13,264 | ) | ||||||||
Non-controlling interest (Note 3) |
2,118 | 2,189 | ||||||||||
Net loss and Comprehensive loss |
(24,686 | ) | (11,075 | ) | ||||||||
Deficit, beginning of period |
(13,463,364 | ) | (13,413,605 | ) | ||||||||
Deficit, end of period |
$ | (13,488,050 | ) | $ | (13,424,680 | ) | ||||||
Earnings per share basic and diluted |
$ | 0.00 | $ | 0.00 | ||||||||
Weighted average number of common shares outstanding |
10,883,452 | 10,883,452 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
WIDESCOPE RESOURCES INC.
Consolidated Statements of Cash Flow
Prepared by management (unaudited)
Three months ended March 31 | ||||||||||||
2008 | 2007 | |||||||||||
Operating Activities |
||||||||||||
Net loss |
$ | (24,686 | ) | (11,075 | ) | |||||||
Non cash Items: |
||||||||||||
Non-controlling interest in loss |
(2,118 | ) | (2,189 | ) | ||||||||
Amortization |
83 | 118 | ||||||||||
Net change in working capital items: |
||||||||||||
Receivables |
715 | 2,721 | ||||||||||
Accounts payable and accrued liabilities |
18,283 | 13,624 | ||||||||||
Cash used in operations |
(7,723 | ) | 3,199 | |||||||||
Investing Activities |
||||||||||||
Cash acquired on acquisition of PFG, net |
||||||||||||
of amounts invested |
| | ||||||||||
Mineral property development costs |
| (10,797 | ) | |||||||||
Cash used in investing activities |
- | (10,797 | ) | |||||||||
Net decrease in cash |
(7,723 | ) | (7,598 | ) | ||||||||
Cash, beginning of period |
69,628 | 105,504 | ||||||||||
Cash, end of period |
$ | 61,905 | 97,906 | |||||||||
Supplemental Cash Flow Information: |
||||||||||||
Cash paid for interest |
$ | - | | |||||||||
Cash paid for income taxes |
$ | - | | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
1. Nature and Continuance of Operations
The Companys 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 Company had a working capital deficit of $63,882 at March 31, 2008 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, the Company changed its name from International Gemini Technology Inc. to Widescope Resources Inc.
The Companys 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 Companys 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. 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 consolidation
These financial statements have been prepared on a consolidated basis and include the accounts
of the Company and its 65.42% owned subsidiary, Outback Capital Inc. effective June 30, 2006
(date of acquisition). All intercompany balances and transactions have been eliminated on
consolidation.
Mineral properties
The cost of mineral properties and related exploration and development costs are deferred until
the properties are placed into production, sold, abandoned or management has determined there
to be an impairment. 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 Companys title. Such properties may be subject to prior agreements or transfers
and title may be affected by undetected title defects.
2. Significant Accounting Policies contd
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. Areas requiring significant
use of estimates by management relate to determining the carrying value of mineral properties
and tax rates to calculate future income taxes.
Financial instruments
Effective January 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants
(CICA) Handbook Sections 3855, and 3861 financial instruments; Section 1530, comprehensive
income and Section 3856, hedges. Section 3855 prescribes when a financial instrument is to be
recognized on the balance sheet and at what amount. Under Section 3855, financial instruments
must be classified into one of five categories: held-for-trading, held-to-maturity, loans and
receivables, available-for-sale financial assets, or other financial liabilities. All financial
instruments, including derivatives, are measured at the balance sheet date at fair value
except for loans and receivables, held-to-maturity investments, and other financial liabilities
which are measured at amortized cost.
These standards have been applied prospectively. The adoption of these standards has not resulted in any adjustments to the carrying amounts of financial assets and financial liabilities at January 1, 2007.
The Company does not have any items that would cause comprehensive loss to be different than net loss of the year ended December 31, 2007.
The Companys financial instruments consist of cash, receivables, and accounts payable and accrued liabilities. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.
The Company has determined that it does not have derivatives or embedded derivatives.
Equipment
Equipment is recorded at cost. Amortization is calculated using the following annual rate,
which is estimated to match the useful lives of the asset:
Computer hardware 30% declining balance
Equipment used in exploration activities, where substantially all the economic life or value of the asset is expected to be derived from a specific project, is accounted for as dedicated assets and included as a separate category within the costs allocated to the related exploration stage mineral interests. Amortization for dedicated assets are provided over the estimated lives based on utilization and is recorded as deferred exploration costs of the related project.
2. Significant Accounting Policies contd
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 loss per share figures using
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. For the years presented, diluted loss per share is equal to
basic loss per share as the conversions are anti-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 the 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 events or changes in circumstances indicate that the carrying
amount may not be recoverable. 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 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 carrying 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. 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 Companys 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 the exercise of stock options is credited to
share capital.
New accounting pronouncements
Going-concern
In June 2007, the CICA amended Handbook Section 1400, General Standards of Financial Statement
Presentation, which requires management to make an assessment of Companys ability to continue
as a going-concern. When financial statements are not prepared on a going-concern basis, that
fact shall be disclosed together with the basis on which the financial statements are prepared
and the reason why the Company is not considered a going-concern.
2. Significant Accounting Policies contd
New accounting pronouncements contd
The new section is effective for years beginning on or after January 1, 2008. The Company is in the process of assessing the impact of this new section on its consolidated financial statements.
International Financial Reporting Standards (IFRS)
In 2006, the Canadian Accounting Standards Board (AcSB) published a new strategic plan that
will significantly affect financial reporting requirements for Canadian companies. The AcSB
strategic plan outlines the convergence of Canadian generally accepted accounting principles
with IFRS over an expected five year transitional period. In February 2008, the AcSB announced
that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadas
own generally accepted accounting principles. The date is for interim and annual financial
statements relating to fiscal years beginning on or after January 1, 2011. The transition date
of January 1, 2011 will require the restatement for comparative purposes of amounts reported by
the Company for the year ended December 31, 2010. While the Company has begun assessing the
adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be
reasonably estimated at this time.
Capital Disclosures
In December 2006, the CICA issued Section 1535 which specifies the disclosure of information
that enables users of an entitys financial statements to evaluate its objectives, policies and
processes for managing capital, summary quantitative data about what the entity manages as
capital, whether it has complied with any capital requirements and, if it has not complied, the
consequences on non-compliance. The mandatory effective date is for annual and interim
financial statements for years beginning on or after October 1, 2007. This new requirement
must be adopted by the Company effective January 1, 2008.
Financial Instruments Disclosures and Financial Instruments Presentation
Sections 3862 and 3863 will replace Section 3861, Financial Instruments Disclosure and
Presentation, revising and enhancing disclosure requirements while carrying forward its
presentation requirements. These new Sections will place increased emphasis on disclosure
about the nature and extent of risk arising from financial instruments and how the entity
manages those risks. The mandatory effective date is for annual and interim financial
statements for years beginning on or after October 1, 2007. The Company will begin application
of these sections effective January 1, 2008. It is not anticipated that the adoption of these
new accounting standards will impact the amounts reported in the Companys financial statements
as they related primarily to disclosure.
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 a principal shareholder of PFG 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 $90,000 in exchange for 1.8 million units during 2005 and an additional $110,000 in exchange for 2.2 million units in 2006 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 warrants, 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 at a value of $150,000. As a result of the share exchange agreement, the director in common no longer had an ownership interest in PFG.
The Company completed the transactions above effective June 30, 2006; and as at March 31, 2008 the Company owned 65.42% of the common shares of PFG.
The Pinefalls Gold mining property is subject to a 2% royalty based on the gross cash proceeds received from the sale of minerals, less the cost of smelting, refining, freight, insurance and other related costs, and the cost of marketing and sale of minerals derived from PFG properties. The royalty will be calculated on a cumulative basis and will be payable in cash by the Company within 180 days of each fiscal year end of the Company.
3. Acquisition of Outback Capital Inc. dba Pinefalls Gold (PFG) contd
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 at $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 | |||
Mineral claims since the acquisition consist of:
- $ - | ||||
Total | ||||
Balance as at June 30, 2006 |
319,306 | |||
Geological consulting fees |
13,852 | |||
Balance as at December 31, 2006 |
333,158 | |||
Geological consulting fees |
10,773 | |||
Filing fees |
24 | |||
Balance as at March 31, 2008 |
343,955 | |||
4. Related Party Transactions
During the three months ended March 31, 2008, a company in which a director has an interest charged the Company $6,000 (2007: $6,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $92,255. (2007: $87,280) is included in accounts payable and accrued liabilities at March 31, 2008.
Related party transactions were in the normal course of business and have been recorded at the exchange amount which is the fair value agreed to between the parties. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.
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. |
b) Common shares
2008 | 2007 | |||||||||||||||
Shares | $ | Shares | $ | |||||||||||||
Balance, January 1 |
10,883,452 | 13,044,609 | 10,883,452 | 13,044,609 | ||||||||||||
Balance, March 31 |
10,883,452 | 13,044,609 | 10,883,452 | 13,044,609 | ||||||||||||
c) Preferred shares
2008 | 2007 | |||||||||||||||
Shares | $ | Shares | $ | |||||||||||||
Balance, beginning and end of period |
604,724 | 604,724 | 604,724 | 604,724 | ||||||||||||
d) Warrants
2008 | 2007 | |||||||
Balance, beginning and end of period |
1,560,333 | 1,560,333 | ||||||
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 6, 2008.
e) Stock Options
As of December 31, 2007 and 2006, there were no stock options outstanding.
6. | Income Taxes |
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
2007 | 2006 | |||||||
Loss before income taxes |
$ | 49,759 | $ | 37,147 | ||||
Income tax recovery at statutory rates |
$ | 16,978 | $ | 12,667 | ||||
Unrecognized benefit of
non-capital losses |
(16,978 | ) | (12,667 | ) | ||||
Future income tax provision |
$ | - | $ | - | ||||
The significant components of the Companys future income tax assets are as follows:
2007 | 2006 | |||||||
Future income tax assets: |
||||||||
Non-capital loss carry forward benefit |
$ | 81,500 | $ | 74,481 | ||||
Capital losses carried forward |
1,250 | 1,506 | ||||||
Valuation allowance |
(82,750 | ) | (75,987 | ) | ||||
Net future income tax asset |
$ | | $ | | ||||
The Company has approximately $261,000 in non-capital losses that can be offset against taxable income in future years which expire at various dates commencing in 2007 and approximately $8,000 in capital losses which may be available to offset future taxable capital gains which can be carried forward indefinitely. The potential future tax benefit of these losses has not been recorded as a full-future tax asset valuation allowance has been provided due to the uncertainty regarding the realization of these losses.
The related potential income tax benefits with respect to these items have not been recorded in the accounts. Application and expiration of these carryforward balances are subject to relevant provisions of the Income Tax Act, Canada.
WIDESCOPE RESOURCES 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 May 26, 2008
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 a principal shareholder of PFG 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 $90,000 in exchange for 1.8 million units during 2005 and an additional $110,000 in exchange for 2.2 million units in 2006 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 a result of the share exchange agreement, the director in common no longer had an ownership interest in PFG.
As at May 26, 2008 the Companys 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 summer of 2006 an exploration program was completed under PFGs 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. Approximately 30 man-days of field work were completed and more than seventy samples were collected and delivered to TSL Laboratories in Saskatoon for assay and analysis. Subsequent to the year-end the Company has received the detailed geologists maps, data and assay results. Review of these materials plus the detailed report of the activities, findings and recommendations are under review by the Company.
The Company remains optimistic about the prospect for discovery of a definable mineral resource on its claims in Manitoba. However, its exploration to date has failed to immediately delineate the indicators required to step-up to a drilling program. Further groundwork will be required to elevate the status of the claims to drill-ready. With the recent worldwide surge in exploration activity finding qualified experts to lead an exploration effort has become increasingly more difficult. The Companys ability to conduct an active exploration program this summer will depend on the availability of qualified contractors to perform such duties.
Trend Analysis
The business of the Company entails significant risks. Any analysis of the trend of the companys activities would reveal this. And there is nothing to suggest that these trends will change.
The Companys principal business activities include the exploration of natural resource properties. The Company has acquired by way of the acquisition of Outback Capital Inc., interests in various mineral claims in Manitoba providing the right to explore. The Company had a working capital deficit of $63,882 at March 31, 2008 and has incurred substantial losses to date. The Company may require additional funding to meet its obligations and the costs of its operations.
The Companys 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 Companys 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.
Selected Financial Data [Annual] | ||||||||||||
(Expressed in Canadian Dollars) | ||||||||||||
Years ended December 31 | ||||||||||||
2007 | 2006 | 2005 | ||||||||||
Total revenues |
$ | | 9,689 | | ||||||||
Net loss |
$ | (49,759 | ) | (37,147 | ) | (54,804 | ) | |||||
Loss per share from continued
operations |
$ | 0.00 | 0.00 | 0.01 | ||||||||
Share capital per Canadian GAAP |
$ | 13,649,333 | 13,649,333 | 13,499,333 | ||||||||
Common shares issued |
10,883,452 | 10,883,452 | 9,883,452 | |||||||||
Weighted average shares outstanding
per Canadian GAAP |
10,883,452 | 10,383,452 | 9,084,049 | |||||||||
Total assets |
$ | 418,294 | 443,765 | 218,438 | ||||||||
Net assets (liabilities) |
$ | 239,313 | 289,072 | 176,219 | ||||||||
Cash dividends declared per common
shares |
$ | | | | ||||||||
Exchange rates (Cdn$ to U.S.$)
period average |
$ | 0.9304 | 0.8818 | 0.8253 |
Overview
With the acquisition of PFG effective June 30, 2006, the Companys 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 PFGs affairs. This activity is largely carried out by the directors and large shareholders at their own expense. The Companys 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 Companys 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 significant operating and overhead 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 the acquisition of PFG 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 Companys 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 Companys focus fluctuated greatly based upon the Companys receipt of infrequent, third-party referrals for these services. With the June 30, 2006 completion of the PFG acquisition the Companys revenues were derived from management fees charged to PFG prior to the acquisition. From July 2006 forward, these fees have been eliminated upon consolidation.
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. In previous years expenses fluctuated on the basis of postal rate increases, or reductions in courier or long distance phone rates.
Liquidity and Capital Resources
Since the Company is organized in Canada, the Companys December 31, 2007 financial statements have been prepared in accordance with Canadian generally accepted accounting principles.
As at March 31, 2008, the Company had accumulated losses totaling $13,488,050. The Company had a working capital deficit of $63,882 at March 31, 2008. 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 Companys 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 Companys ability to continue as a going concern.
As at March 31, 2008 the Company had cash and equivalents of $61,905.
Selected Financial Data [Quarterly unaudited] |
||||||||||||||||||||||||||||||||
(Expressed in Canadian Dollars) |
||||||||||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||||||||
3/31/2008 | 12/31/2007 | 9/30/2007 | 6/30/2007 | 3/31/2007 | 12/31/2006 | 9/30/2006 | 6/30/2006 | |||||||||||||||||||||||||
Total revenues |
$ | 0 | 0 | 0 | 0 | 0 | 9,689 | 6,000 | 4,500 | |||||||||||||||||||||||
Net loss |
$ | (24,686 | ) | (12,741 | ) | (7,350 | ) | (18,593 | ) | (11,075 | ) | (9,660 | ) | (11,492 | ) | (6,358 | ) | |||||||||||||||
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 | 13,649,333 | 13,649,333 | 13,649,333 | 13,649,333 | 13,649,333 | 13,649,333 | |||||||||||||||||||||||
Common shares issued |
10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 | ||||||||||||||||||||||||
Weighted average shares
outstanding per
Canadian GAAP |
10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 | 10,383,452 | 10,383,452 | 9,883,452 | ||||||||||||||||||||||||
Total assets |
$ | 409,773 | 418,294 | 434,165 | 437,340 | 444,125 | 443,765 | 452,312 | 459,087 | |||||||||||||||||||||||
Net assets (liabilities) |
$ | 214,627 | 239,313 | 252,054 | 259,404 | 277,997 | 289,072 | 298,732 | 310,224 | |||||||||||||||||||||||
Cash dividends declared
per common shares |
$ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
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 Companys auditors have indicated that U.S. reporting standards would require them to raise a concern about the companys ability to continue as a going concern.
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 three months ended March 31, 2008, a company in which a director has an interest charged the Company $6,000 (2007: $6,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $92,255. (2007: $87,280) is included in accounts payable and accrued liabilities at March 31, 2008.
Related party transactions were in the normal course of business and have been recorded at the exchange amount which is the fair value agreed to between the parties. 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
As a result of the acquisition of PFG, the Company now has mineral property assets on its balance sheet and accordingly, the Companys accounting policies now include accounting for mineral properties. Adoption of the new policy was done prospectively from July 1, 2006.
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 Companys title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected title defects.
The initial adoption of this policy had no impact on the companys financial condition, changes in financial condition and results of operations. There exist no policy alternatives to this type of asset treatment.
Disclosure Controls and Procedures Over Financial Reporting
Management has the responsibility for the design and implementation of controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with the accounting principles generally accepted in Canada. Based on a review of its internal controls at the end of the year covered by this MD&A, management believes its internal controls and procedures are effective in providing reasonable assurance that financial information is recorded, processed and reported in an accurate and timely manner. There have been no significant changes in the Companys internal control over financial reporting during the period ended March 31, 2008.
Management is responsible for the design and effectiveness of disclosure controls and other procedures to provide reasonable assurance that material information related to the Company is made known to the Companys certifying officers. The Companys Chief Executive Officer and Chief Financial Officer have each evaluated the effectiveness of the Companys disclosure controls as of March 31, 2008 and have concluded these controls and procedures are effective in providing reasonable assurance that material information relating to the Company is made known to them by others within the Company.
Share Capital Data
The following table sets forth the Companys share capital data as at May 26, 2008:
Common Shares | ||||||||||||
-issued & outstanding |
10,883,452 | |||||||||||
Preferred Shares
- -issued & outstanding |
604,724 | |||||||||||
Warrants |
1,560,333 | Expiry: June 6, 2008 | Exercise price: $0.18 | |||||||||
Further Information
Additional information about the Company is available at the Canadian disclosure website www.sedar.ca
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 March 31, 2008;
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 Issuers 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 Issuers GAAP; and
5. I have caused the Issuer to disclose in the interim MD&A any change in the Issuers internal control over financial reporting that occurred during the Issuers most recent interim period that has materially affected, or is reasonably likely to materially affect, the Issuers internal control over financial reporting.
Date: May 26, 2008
signed
Martin Schultz
Director & Secretary
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 March 31, 2008;
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 Issuers 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 Issuers GAAP; and
5. I have caused the Issuer to disclose in the interim MD&A any change in the Issuers internal control over financial reporting that occurred during the Issuers most recent interim period that has materially affected, or is reasonably likely to materially affect, the Issuers internal control over financial reporting.
Date: May 26, 2008
signed
Edward D. Ford
Director & Vice President, Finance
WIDESCOPE RESOURCES INC.
WIDESCOPE PRIVATE PLACEMENT WARRANTS EXTENDED
Vancouver, B.C. June 4, 2008 Widescope Resources Inc. (OTCbb: WSCRF; CUSIP: 96759N 100) announced today that the Corporations directors have extended the term of the Warrants currently issued by Widescope. The 1,560,333 warrants were issued in connection with a private placement in June 2005, and are each exercisable into one common share of the Corporation at $0.18 per share. The expiry of the Warrants has been extended by six months; the Warrants are now set to expire December 5, 2008.
Through its 65% owned subsidiary, Pinefalls Gold, the Company is primarily engaged in 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.
Statements about the Companys future expectations and all other statements in this press release other than historical facts are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term defined in the Private Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. Since these statements involve risks and uncertainties and are subject to change at any time, the Companys actual results may differ materially from the expected results.
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For more information contact:
Doug Ford, Director
Phone: 604.904.8481 ext. 460