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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 November 3, 2009 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, 2009.
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 9, 2009 | By: |
Douglas E. Ford |
Name: | Douglas E. Ford | |
Title: | Director | |
Exhibit No. | Description | |
|
|
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99.1 | 9-30-2009 Financial Statements | |
99.2 | 9-30-2009 MD&A | |
99.3 | CEO Certification MS | |
99.4 | CFO Certification EF | |
WIDESCOPE RESOURCES INC.
NOTICE
Attached are the unaudited interim consolidated financial statements of Widescope Resources Inc.
(the Corporation) for the period ended September 30, 2009. The Corporations auditor has not
reviewed the attached financial statements.
WIDESCOPE RESOURCES INC.
signed
Douglas E. Ford
Director
November 3, 2009
WIDESCOPE RESOURCES INC.
Interim Consolidated Balance Sheets
Prepared by management (unaudited)
Sept. 30, 2009 | December 31, 2008 | |||||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash |
$ | 24,783 | $ | 40,661 | ||||||||
Accounts receivable |
6,693 | 4,877 | ||||||||||
Marketable securities (Note 9) |
75,000 | | ||||||||||
106,476 | 45,538 | |||||||||||
Other assets | ||||||||||||
Mineral Properties (Note 3) |
145,000 | 205,000 | ||||||||||
Equipment |
| 774 | ||||||||||
$ | 251,476 | $ | 251,312 | |||||||||
LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||||||
Current Liabilities | ||||||||||||
Accounts payable and accrued liabilities |
$ | 166,924 | $ | 152,996 | ||||||||
Non-controlling interest (Note 3) | 53,283 | 59,980 | ||||||||||
Shareholders' equity | ||||||||||||
Share capital common (Note 5) |
13,044,609 | 13,044,609 | ||||||||||
Share capital preferred (Note 5) |
604,724 | 604,724 | ||||||||||
Contributed surplus |
53,344 | 53,344 | ||||||||||
Accumulated other comprehensive income |
25,000 | | ||||||||||
Deficit |
(13,696,408 | ) | (13,664,341 | ) | ||||||||
31,629 | 38,336 | |||||||||||
$ | 251,476 | $ | 251,312 | |||||||||
Nature and Continuance of Operations (Note 1) | ||||||||||||
Approved by the Directors: | ||||||||||||
"Signed" | ||||||||||||
Martin Schultz | ||||||||||||
"Signed" | ||||||||||||
Douglas E. Ford |
WIDESCOPE RESOURCES INC.
Interim Consolidated Statements of Operations, Comprehensive loss and Deficit
Prepared by management (unaudited)
Three Months Ended Sept. 30 | Nine Months Ended Sept. 30 | |||||||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||||||
Revenue | ||||||||||||||||||||
Interest Income |
$ | - | $ | | $ | - | $ | | ||||||||||||
Expenses | ||||||||||||||||||||
General and administrative |
7,822 | 7,261 | 38,048 | 57,748 | ||||||||||||||||
Write-off of equipment |
| | 716 | | ||||||||||||||||
Income (loss) from operations | (7,822 | ) | (7,261 | ) | (38,764 | ) | (57,748 | ) | ||||||||||||
Non-controlling interest in loss | 2,076 | 2,109 | 6,697 | 6,504 | ||||||||||||||||
Net loss | (5,746 | ) | (5,152 | ) | (32,067 | ) | (51,244 | ) | ||||||||||||
Basic and diluted loss per share | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||
Comprehensive loss | ||||||||||||||||||||
Net loss |
(5,746 | ) | (5.152 | ) | (32,067 | ) | (51,244 | ) | ||||||||||||
Unrealized gain on
marketable Securities |
50,000 | | 25,000 | | ||||||||||||||||
Comprehensive income (loss) | 44,254 | (5,152 | ) | (7,067 | ) | (51,244 | ) | |||||||||||||
Weighted average shares o/s | 10,883,452 | 10,883,452 | 10,883,452 | 10,883,452 |
WIDESCOPE RESOURCES INC.
Interim Consolidated Statements of Deficit and Other Comprehensive Income
Prepared by management (unaudited)
Three Months Ended Sept. 30 | Nine Months Ended Sept. 30 | |||||||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||||||
DEFICIT | ||||||||||||||||||||
Deficit, beginning of period | (13,690,662 | ) | (13,509,456 | ) | (13,664,341 | ) | (13,463,364 | ) | ||||||||||||
Net loss |
(5,746 | ) | (5,152 | ) | (32,067 | ) | (46,092 | ) | ||||||||||||
Deficit, end of period | $ | (13,696,408 | ) | $ | (13,514,608 | ) | $ | (13,696,408 | ) | $ | (13,514,608 | ) | ||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | ||||||||||||||||||||
Balance, beginning of period | - | - | - | - | ||||||||||||||||
Unrealized gain on
marketable
Securities |
50,000 | | 25,000 | | ||||||||||||||||
Balance, end of period | $ | 50,000 | $ | - | $ | 25,000 | $ | - | ||||||||||||
WIDESCOPE RESOURCES INC.
Interim Consolidated Statements of Cash Flow
Prepared by management (unaudited)
Three Months Ended Sept. 30 | Nine Months Ended Sept. 30 | |||||||||||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||||||||||
Operating Activities | ||||||||||||||||||||||||
Net loss |
$ | (5,746 | ) | $ | (5,152 | ) | $ | (32,067 | ) | $ | (51,244 | ) | ||||||||||||
Non cash Items: | ||||||||||||||||||||||||
Non controlling interest in loss |
(2,076 | ) | (2,109 | ) | (6,697 | ) | (6,504 | ) | ||||||||||||||||
Amortization |
| 83 | 58 | 249 | ||||||||||||||||||||
Write-off of equipment |
| | 716 | | ||||||||||||||||||||
Net change in working capital items: |
||||||||||||||||||||||||
Receivables |
(390 | ) | (357 | ) | (1,816 | ) | (946 | ) | ||||||||||||||||
Accounts payable and accrued liabilities |
5,920 | 6,741 | 13,928 | 45,027 | ||||||||||||||||||||
Cash used in operations | (2,292 | ) | (794 | ) | (25,878 | ) | (13,418 | ) | ||||||||||||||||
Investing Activities | ||||||||||||||||||||||||
Mining property development proceeds
(costs) |
| (1,000 | ) | 10,000 | (1,000 | ) | ||||||||||||||||||
Cash from (used in) investing activities | - | (1,000 | ) | 10,000 | (1,000 | ) | ||||||||||||||||||
Increase (decrease) in cash | (2,292 | ) | (1,794) | ) | (15,878 | ) | (14,418 | ) | ||||||||||||||||
Cash, beginning of period | 27,075 | 57,004 | 40,661 | 69,628 | ||||||||||||||||||||
Cash, end of period | $ | 24,783 | $ | 55,210 | $ | 24,783 | $ | 55,210 | ||||||||||||||||
Supplemental Cash Flow Information: | ||||||||||||||||||||||||
Cash paid for interest |
$ | - | | $ | - | $ | | |||||||||||||||||
Cash paid for income taxes |
$ | - | | $ | - | $ | | |||||||||||||||||
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 has a working capital deficit of $60,448 at September 30, 2009 and has incurred a deficit of $13,696,408. The Company will require additional funding to meet its obligations and the costs of its operations. During the period the Company entered into an agreement to sell certain of its mineral claims and allowed certain other mineral claims to lapse (refer to Note 3). Since the sale of its mineral property interest, the Company is currently looking to acquire other mineral properties or enter into additional mineral property option agreements.
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, additional losses are anticipated prior to obtaining a level of profitable operations.
2. Significant Accounting Policies
Basis of presentation
These financial statements have been prepared in accordance with Canadian generally accepted
accounting principles (Canadian GAAP). Except as indicated in note 9, they also comply, in all
material respects, with United States generally accepted accounting principles (US GAAP).
Basis of consolidation
These financial statements have been prepared on a consolidated basis and include the accounts of
the Company and, effective June 30, 2006 (date of acquisition), those of its 65.42% owned
subsidiary, Outback Capital Inc. 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 until 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 abandoned,
allowed to lapse, or if management has otherwise determined that the carrying value of a property
is not recoverable and should be impaired. 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
2. Significant Accounting Policies contd
Mineral properties contd
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.
Asset retirement obligations
The Corporation is subject to the provisions of CICA Handbook Section 3110, Asset Retirement
Obligations, which requires the estimated fair value of any asset retirement obligations to be
recognized as a liability in the period in which the related environmental disturbance occurs and
the present value of the associated future costs can be reasonably estimated. As of September 30,
2009 and 2008 the Corporation has not incurred and is not committed to any asset retirement
obligations in respect of its mineral exploration properties.
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 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.
This standard was applied prospectively and the adoption of this standard did not result in any adjustments to the carrying amounts of financial assets and financial liabilities at January 1, 2007.
The Companys financial instruments consist of cash, receivables, marketable securities, and accounts payable and accrued liabilities. Cash is measured at face value, representing fair value and classified as held for trading. Receivables are measured at amortized cost and classified as loans and receivables. Marketable securities are classified as available-for-sale and measured at fair value at each reporting period with fair value being determined by quoted market price of the securities. Unrealized gains and losses from available-for-sale instruments are recognized in other comprehensive income (loss) during the period. Accounts payable and accrued liabilities are measured at amortized cost and classified as other financial 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 due to their short term natures, unless otherwise noted.
The Company has determined that it does not have derivatives or embedded derivatives.
Comprehensive income (loss)
Effective January 1, 2007, the Company adopted the CICA Handbook Section 1530, Comprehensive
Income. Comprehensive income (loss) is defined as the change in equity from transactions and
other events from non-owner sources. Section 1530 establishes standards for reporting and
presenting certain gains and losses not normally included in net income or loss, such as unrealized
gains and losses related to available for sale securities and gains and losses resulting from the
translation of self-sustaining foreign operations, in a statement of comprehensive income (loss).
2. Significant Accounting Policies contd
Comprehensive income (loss) contd
For all periods presented through March 31, 2009, the Company had no items required to be reported
in comprehensive loss. During the period ended September 30, 2009, the Company recognized in
comprehensive loss for the period, an unrealized loss on marketable securities classified as
available-for-sale.
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
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 all years presented, diluted loss per share is equal to basic loss per share as the potential
effects of options, warrants and 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. The estimated
fair value of the stock options is recorded as compensation expense over the vesting period or at
the date of grant if the options vest immediately, with the offset recorded in contributed surplus.
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. Any consideration paid on the exercise of stock options is credited
to share capital.
2. Significant Accounting Policies contd
Newly adopted accounting pronouncements
General Standards of Financial Statement Presentation
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. The new section was adopted by the
Company effective January 1, 2008 and the Company has included disclosures recommended by the new
section in Note 1.
Capital Disclosures
In December 2006, the CICA issued Section 1535 Capital Disclosures 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
was adopted by the Company effective January 1, 2008 and the related disclosures have been included
in Note 7.
Financial Instruments Disclosures and Financial Instruments Presentation
Sections 3862 and 3863 have replaced Section 3861, Financial Instruments Disclosure and
Presentation, revising and enhancing disclosure requirements while carrying forward its
presentation requirements. These new Sections 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 began application of these sections effective
January 1, 2008 and the adoption of these new accounting standards have been disclosed in Note 8.
Accounting Changes
Section 1506, Accounting Changes, prescribes the criteria for changing accounting policies,
together with the accounting treatment and disclosure of changes in accounting policies, changes in
accounting estimates and corrections of errors. This Section allows for voluntary changes in
accounting policies only if they result in the consolidated financial statements providing reliable
and more relevant information. In addition, this Section requires entities to disclose the fact
that they did not apply a primary source of GAAP that have been issued but not yet effective. This
Section had no impact on the financial position or results of operations for the year ended
December 31, 2008.
Future accounting pronouncements
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 has not been estimated at this time.
2. Significant Accounting Policies contd
Future accounting pronouncements contd
Goodwill and intangible assets
In February 2008, the CICA issued Section 3064 Goodwill and Intangible Assets, replacing Section
3062, Goodwill and Other Intangible Assets and Section 3450 Research and Development Costs.
This new section will be applicable to financial statements relating to fiscal years beginning on
or after October 1, 2008. Accordingly, the Company adopted the new standard January 1, 2009.
Section 3064 establishes standards for the recognition, measurement, presentation and disclosures
of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented
enterprises. Standards concerning goodwill are unchanged from the standards included in the
previous Section 3062. The adoption of this standard is not expected to have an impact on the
Companys financial position or results of operations.
Business Combinations
In January 2009, the CICA issued Section 1582, Business Combinations, replacing Section 1581 of
the same name. The new section will apply prospectively to business combinations for which the
acquisition date is on or after January 1, 2011. Section 1582, which provides the Canadian
equivalent to International Financial Reporting Standard 3, Business Combinations (January 2008),
establishes standards for the accounting for a business combination. Section 1582 requires business
acquisitions (including non-controlling interests and contingent consideration) to be measured at
fair value on the acquisition date, generally requires acquisition-related costs to be expensed,
requires gains from bargain purchases to be recorded in net earnings, and expands the definition of
a business. As Section 1582 will apply only to future business combinations, it will not have a
significant effect on the Companys consolidated financial statements prior to such acquisitions.
Consolidated Financial Statements and Non-controlling Interests
In January 2009, the CICA issued Section 1601, Consolidated Financial Statements, and Section
1602, Noncontrolling Interests, which together replace the existing Section 1600, Consolidated
Financial Statements, and provide the Canadian equivalent to International Accounting Standard 27,
Consolidated and Separate Financial Statements (January 2008). The new sections will be
applicable to the Company on January 1, 2011. Section 1601 establishes standards for the
preparation of consolidated financial statements, and Section 1602 establishes standards for
accounting for a non-controlling interest in a subsidiary in consolidated financial statements
subsequent to a business combination. The Company is assessing the impact, if any, of the adoption
of these new sections on its consolidated financial statements.
Credit Risk and the Fair Value of Financial Assets and Financial Liabilities
In January 2009, the Emerging Issues Committee (EIC) concluded that an entitys own credit risk
and the credit risk of the counterparty should be taken into accounting in determining the fair
value of financial assets and financial liabilities, including derivative instruments. EIC-173 is
applicable retrospectively without restatements of prior periods to all financial assets and
liabilities measured at fair value in interim and annual financial statements for period ending on
or after the date of the issue of the Abstract (January 20, 2009). Retrospective application with
restatement of prior periods is permitted but not required. Early adoption is encouraged. The
application of incorporating credit risk into the fair value should result in entities re-measuring
the financial assets and financial liabilities as at the beginning of the period of adoption with
any resulting difference recorded in retained earnings except when derivatives in a fair value
hedging relationship accounted for by the short cut method (difference is adjusted to the hedged
item) and for derivatives in cash flow hedging relationship (differences are recorded in
accumulated other comprehensive income). The Company does not expect that this will have any
material impact on its financial statements.
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 December 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.
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 | |||
3. Acquisition of Outback Capital Inc. dba Pinefalls Gold (PFG) contd
During February 2009 three of PFGs seventeen Bissett, Manitoba area mineral claims were allowed to lapse, and mineral rights to those properties reverted to the Province of Manitoba.
During April 2009 PFG entered into an Option and Purchase and Sale Agreement with Cougar Minerals Corp. (Cougar), whereby Cougar was granted an option to purchase the fourteen remaining Bissett area mineral claims for total consideration of $205,000. Cougars payments to PFG will be made as follows: $10,000 (paid) and the issuance of 500,000 common shares (received) at an estimated fair value of $50,000 ($0.10 per share) immediately, in consideration of the grant of the option; and upon exercise of the option Cougar may elect to acquire a 100-per-cent interest by payments of further annual purchase payments of $25,000, $50,000 and $70,000 by April 30, 2010, 2011, and 2012, respectively with the subsequent purchase payments secured by a Promissory Note issued by Cougar to PFG.
As a result of the above, effective December 31, 2008, the Company recorded an impairment of its mineral properties of $145,445 thus reducing the mineral property carrying value to its estimated net recoverable amount of $205,000.
Mineral property costs 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 December 31, 2007 |
343,955 | |||
Geological consulting fees |
6,490 | |||
350,445 | ||||
Impairment provision |
(145,445 | ) | ||
Balance as at December 31, 2008 |
205,000 | |||
Cash received from Cougar |
(10,000 | ) | ||
Cougar shares received at carrying value |
(50,000 | ) | ||
Balance as at September 30, 2009 |
145,000 | |||
4. Related Party Transactions
During the period ended September 30, 2009, a company in which a director has an interest charged the Company $18,000 (2008: $18,000) for rent and management fees. The unpaid portion of these amounts, plus additional advances and other amounts due to directors, aggregating $130,876 (2008: $105,755) is included in accounts payable and accrued liabilities at September 30, 2009.
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 issued and outstanding
2009 | 2008 | |||||||||||||||
Shares | $ | Shares | $ | |||||||||||||
Balance, beginning and end of period |
10,883,452 | 13,044,609 | 10,883,452 | 13,044,609 | ||||||||||||
c) Preferred shares issued and outstanding
2009 | 2008 | |||||||||||||||
Shares | $ | Shares | $ | |||||||||||||
Balance, beginning and end of period |
604,724 | 604,724 | 604,724 | 604,724 | ||||||||||||
d) Warrants
2009 | 2008 | |||||||
Balance, beginning of period |
| 1,560,333 | ||||||
Expired during the period |
| (1,560,333 | ) | |||||
Balance, end of period |
- | - | ||||||
Each warrant gave 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 December 5, 2008.
e) Stock Options
As of September 30, 2009 and 2008, there were no stock options outstanding.
6. Income Taxes
A reconciliation of income taxes for the taxation years listed, at statutory rates with the reported taxes is as follows:
2008 | 2007 | 2006 | ||||||||||||||
Loss before income taxes: |
$ | 200,977 | $ | 49,759 | $ | 37,147 | ||||||||||
Statutory rates |
31.00 | % | 34.12 | % | 34.12 | % | ||||||||||
Expected income tax recovery |
62,303 | 16,978 | 12,667 | |||||||||||||
Non-controlling interest |
2,668 | 2,962 | 1,527 | |||||||||||||
Effect of reduction in tax rates |
(25,427 | ) | | | ||||||||||||
Permanent differences and other |
14,307 | (2,962 | ) | (1,527 | ) | |||||||||||
Expiring losses |
(7,194 | ) | | | ||||||||||||
Increase in valuation allowance |
(46,657 | ) | (16,978 | ) | (12,667 | ) | ||||||||||
Net future income tax recovery |
$ | | $ | | ? | $ | | |||||||||
6. Income Taxes contd
The significant components of the Companys future income tax assets are as follows:
2008 | 2007 | |||||||
Future income tax assets: |
||||||||
Non-capital loss carry forward benefit |
$ | 89,500 | $ | 81,500 | ||||
Capital losses carried forward |
2,100 | 1,250 | ||||||
Mining properties |
37,800 | | ||||||
Valuation allowance |
(129,400 | ) | (82,750 | ) | ||||
Net future income tax asset |
$ | | $ | | ||||
The Company has approximately $344,000 in non-capital losses that can be offset against taxable income in future years which expire at various dates commencing in 2009, 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.
7. Capital Management
The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Companys management to sustain future development of the business.
The properties in which the Company currently has an interest are in the exploration stage; as such the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional amounts as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.
8. Risk Factors
Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyance history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.
The Companys risk exposures and the impact on the Companys financial instruments are summarized below:
8. Risk Factors contd
Credit risk
The Companys credit risk is primarily attributable to receivables. The Company has no significant concentration of credit risk arising from operations. Receivables include primarily goods and services tax due from the Federal Government of Canada. Management believes that the credit risk concentration with respect to its receivables is remote.
Liquidity risk
The Companys approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at September 30, 2009, the Company had a working capital deficit of $60,448 compared with a deficit of $107,458 at the December 31, 2008 year end. All of the Companys financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. The Company is dependent on its ability to raise additional funds so that it can discharge its financial obligations.
Market risk
(a) Interest rate risk
The Company has cash balances and no interest-bearing debt therefore, interest rate risk is minimal.
(b) Foreign currency risk
The Companys functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars: therefore, foreign currency risk is minimal.
9. Marketable Securities
As at September 30, 2009, the Company held 500,000 common shares of Cougar with an original carrying value of $50,000 and an estimated fair value of $75,000. Management estimated the fair value of the shares using the quoted market price at quarter end. The change in fair value was recorded in the Statements of Accumulated Other Comprehensive Income. Cougar is not a related party to the Company.
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 November 3, 2009
In April 2005 the Company entered into a subscription agreement to invest in 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.
As of April 27, 2009 the Company owns 65.42% of the common shares of PFG.
PFG has been exploring for mineral resources on its 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 Eduard 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.
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.
During February 2009 three of PFGs seventeen Bissett, Manitoba area mineral claims were allowed to lapse, and mineral rights to those properties reverted to the Province of Manitoba.
During April 2009 PFG entered into an Option and Purchase and Sale Agreement with Cougar Minerals Corp. (Cougar), whereby Cougar was granted an option to purchase the fourteen remaining Bissett area mineral claims for total consideration of $205,000. Cougars payments to PFG will be made as follows: $10,000 (paid) and the issuance of 500,000 common shares (received) at an estimated fair value of $50,000 ($0.10 per share) immediately, in consideration of the grant of the option; and upon exercise of the option Cougar may elect to acquire a 100-per-cent interest by payments of further annual purchase payments of $25,000, $50,000 and $70,000 by April 30, 2010, 2011, and 2012, respectively with the subsequent purchase payments secured by a Promissory Note issued by Cougar to PFG.
As a result of the above, effective December 31, 2008, the Company recorded an impairment of its mineral properties of $145,445 thus reducing the mineral property carrying value to its estimated net recoverable amount of $205,000.
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 $60,448 at September 30, 2009 and has incurred substantial losses to date. The Company will 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 | ||||||||||||
2008 | 2007 | 2006 | ||||||||||
Total revenues |
$ | | | 9,689 | ||||||||
Net loss |
$ | (200,977 | ) | (49,759 | ) | (37,147 | ) | |||||
Loss per share from continued
operations |
$ | (0.02 | ) | (0.00 | ) | (0.00 | ) | |||||
Share capital per Canadian GAAP |
$ | 13,649,333 | 13,649,333 | 13,649,333 | ||||||||
Common shares issued |
10,883,452 | 10,883,452 | 10,883,452 | |||||||||
Weighted average shares outstanding
per Canadian GAAP |
10,883,452 | 10,883,452 | 10,383,452 | |||||||||
Total assets |
$ | 251,312 | 418,294 | 443,765 | ||||||||
Net assets (liabilities) |
$ | 38,336 | 239,313 | 289,072 | ||||||||
Cash dividends declared per common
shares |
$ | | | | ||||||||
Exchange rates (Cdn$ to U.S.$)
period average |
$ | 0.9371 | 0.9304 | 0.8818 |
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. Prior to 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.
During the nine months ended September 30, 2009 the Company recorded a net loss of $32,067 compared with a loss of $51,244 for the same 2008 period. The loss is purely a result of the general and administrative, regulatory and compliance costs of maintaining the Company. Said costs have been dramatically reduced in the current period.
Fluctuations in Results
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 Companys expenses rose significantly due to exploration activities. Similarly, our expenses continued 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 September 30, 2009 financial statements
have been prepared in accordance with Canadian generally accepted accounting principles.
As at September 30, 2009 the Company had accumulated losses totaling $13,696,408. The Company had a working capital deficit of $60,448 at September 30, 2009. 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 at September 30, 2009, the Company held 500,000 common shares of Cougar with an original carrying value of $50,000 and an estimated fair value of $75,000. Management estimated the fair value of the shares using the quoted market price at quarter end. The change in fair value was recorded in the Statements of Accumulated Other Comprehensive Income. Cougar is not a related party to the Company.
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 last 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 September 30, 2009 the Company had a cash balance of $24,783.
Selected Financial Data [Quarterly unaudited] |
||||||||||||||||||||||||||||||||
(Expressed in Canadian Dollars) |
||||||||||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||||||||
9/30/2009 | 6/30/2009 | 3/3/2009 | 12/31/2008 | 9/30/2008 | 6/30/2008 | 3/31/2008 | 12/31/2007 | |||||||||||||||||||||||||
Total revenues |
$ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||
Net loss |
$ | (5,746 | ) | (11,508 | ) | (14,813 | ) | (158,339 | ) | (5,152 | ) | (21,406 | ) | (24,686 | ) | (12,741 | ) | |||||||||||||||
Income (loss) per share
from continued
operations |
$ | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.02 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | |||||||||||||||
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 | 10,883,452 | 10,883,452 | 10,883,452 | ||||||||||||||||||||||||
Total assets |
$ | 251,476 | 203,378 | 234,078 | 251,312 | 405,573 | 406,093 | 409,773 | 418,294 | |||||||||||||||||||||||
Net assets (liabilities) |
$ | (31,629 | ) | (12,985 | ) | 23,523 | 38,336 | 188,069 | 193,221 | 214,627 | 239,313 | |||||||||||||||||||||
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 period ended September 30, 2009, a company in which a director has an interest charged
the Company $18,000 (2008: $18,000) for rent and management fees. The unpaid portion of these
amounts, plus additional advances and other amounts due to directors, aggregating $130,876 (2008:
$105,755) is included in accounts payable and accrued liabilities at September 30, 2009.
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.
(A) Newly adopted accounting standards
On January 1, 2008, the Company adopted several new accounting standards related to accounting
changes, general standards of financial statement presentation, financial instruments, and capital
disclosures that were issued by the Canadian Institute of Chartered Accountants (CICA). The new
CICA standards are as follows:
Section 1506, Accounting Changes
This Section establishes criteria for changes in accounting policies, accounting treatment and
disclosure regarding changes in accounting policies, estimates and corrections of errors. In
particular, this Section allows for voluntary changes in accounting policy only when they result in
the financial statements providing reliable and more relevant information. Furthermore, this
Section requires disclosure of when an entity has not applied a new source of GAAP that has been
issued but is not yet effective. The adoption of this Section had no effects on the financial
statements for the period ended September 30, 2009.
Section 1400, General Standards of Financial Statement Presentation
In May 2007, the AcSB amended Section 1400, General Standards of Financial Statement Presentation,
to change the guidance related to managements responsibility to assess the ability of the entity
to continue as a going concern. Management is required to make an assessment of an entitys ability
to continue as a going concern and should take into account all available information about the
future which is at least, but is not limited to, twelve months from the balance sheet dates.
Disclosure is required for material uncertainties related to events or conditions that may cast
significant doubt upon the entitys ability to continue as a going concern.
Section 3862 and 3863, Financial Instruments
Effective January 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants
(CICA) Handbook Sections 3855, and 3861 financial instruments. 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.
This standard was applied prospectively and the adoption of this standard did not result in any adjustments to the carrying amounts of financial assets and financial liabilities at January 1, 2007.
The Companys financial instruments consist of cash, receivables, marketable securities, and accounts payable and accrued liabilities. Cash is measured at face value, representing fair value and classified as held for trading. Receivables are measured at amortized cost and classified as loans and receivables. Marketable securities are classified as available-for-sale and measured at fair value at each reporting period with fair value being determined by quoted market price of the securities. Unrealized gains and losses from available-for-sale instruments are recognized in other comprehensive income (loss) during the period. Accounts payable and accrued liabilities are measured at amortized cost and classified as other financial 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 due to their short term natures, unless otherwise noted.
The Company has determined that it does not have derivatives or embedded derivatives.
Section 1535, Capital Disclosures
In October 2006, the AcSB issued CICA Handbook Section 1535, Capital Disclosures, which
establishes standards for disclosing information about an entitys capital and how it is managed.
This standard is effective for interim and annual financial statements for fiscal years beginning
on or after October 1, 2007. The adoption of this standard has been disclosed in the Companys
financial statements.
(B) Future Accounting Changes
In January 2009, the CICA issued Section 1582, Business Combinations, replacing Section 1581 of
the same name. The new section will apply prospectively to business combinations for which the
acquisition date is on or after January 1, 2011. Section 1582, which provides the Canadian
equivalent to International Financial Reporting Standard 3, Business Combinations (January 2008),
establishes standards for the accounting for a business combination. Section 1582 requires business
acquisitions (including non-controlling interests and contingent consideration) to be measured at
fair value on the acquisition date, generally requires acquisition-related costs to be expensed,
requires gains from bargain purchases to be recorded in net earnings, and expands the definition of
a business. As Section 1582 will apply only to future business combinations, it will not have a
significant effect on the Companys consolidated financial statements prior to such acquisitions.
In January 2009, the CICA issued Section 1601, Consolidated Financial Statements, and Section 1602, Noncontrolling Interests, which together replace the existing Section 1600, Consolidated Financial Statements, and provide the Canadian equivalent to International Accounting Standard 27, Consolidated and Separate Financial Statements (January 2008). The new sections will be applicable to the Company on January 1, 2011. Section 1601 establishes standards for the preparation of consolidated financial statements, and Section 1602 establishes standards for accounting for a non-controlling interest in a subsidiary in consolidated financial statements subsequent to a business combination. The Company is assessing the impact, if any, of the adoption of these new sections on its consolidated financial statements.
In January 2009, the Emerging Issues Committee (EIC) concluded that an entitys own credit risk and the credit risk of the counterparty should be taken into accounting in determining the fair value of financial assets and financial liabilities, including derivative instruments. EIC-173 is applicable retrospectively without restatements of prior periods to all financial assets and liabilities measured at fair value in interim and annual financial statements for period ending on or after the date of the issue of the Abstract (January 20, 2009). Retrospective application with restatement of prior periods is permitted but not required. Early adoption is encouraged. The application of incorporating credit risk into the fair value should result in entities re-measuring the financial assets and financial liabilities as at the beginning of the period of adoption with any resulting difference recorded in retained earnings except when derivatives in a fair value hedging relationship accounted for by the short cut method (difference is adjusted to the hedged item) and for derivatives in cash flow hedging relationship (differences are recorded in accumulated other comprehensive income).
In February 2008, the AcSB issued CICA Handbook Section 3064, Goodwill and Intangible Assets, which replaces Section 3062, Goodwill and Intangible Assets, and Section 3450, Research and Development Costs. Section 3064 establishes standards for the recognition, measurement and disclosure of goodwill and intangible assets. This new standard is effective for the Companys interim and annual financial statements for its fiscal year commencing on January 1, 2009.
In February 2008, the AcSB confirmed that public companies will be required to prepare interim and
annual financial statements under International Financial Reporting Standards (IFRS) for 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. Although IFRS employs a conceptual framework that is similar to Canadian GAAP,
there are significant differences in recognition, measurement, and disclosure. The Company is
developing a project plan to ensure full compliance with this requirement by 2011. The Companys
project plan will consist of three phases:
Phase 1 Scoping and Planning
This phase includes performing a high-level assessment to determine key areas of focus that will
likely be impacted by the adoption of IFRS. The information obtained through this phase will be
used to prepare a detailed plan for IFRS convergence. An assessment will also be performed as to
whether information technology systems require modification in order to provide relevant and timely
data required to meet the new reporting requirements under IFRS.
Phase 2 Detailed Evaluation
This phase includes a detailed analysis of the impact of IFRS implementation on accounting
determinations and disclosures. The detailed analysis will facilitate the selection of accounting
policies under IFRS as well as the development of a detailed conversion strategy. A detailed
determination of the impact of implementation on current internal control procedures and
information technology will also be completed during this phase. As part of its implementation of
IFRS, the Company will be required to comply with IFRS 1 First Time Adoption of IFRS which set
out the rules for first time adoption. In general, IFRS 1 requires an entity to comply with each
IFRS statement effective at the reporting date for the entitys first IFRS financial statements.
This requires that an entity apply IFRS to its opening IFRS balance sheet as at January 1, 2010
(i.e. the balance sheet prepared at the beginning of the earliest comparative period presented in
the entitys first IFRS financial statements). Within IFRS 1 there are exemptions, some of which
are mandatory and some of which are elective. The exemptions provide relief for companies from
certain requirements in specified areas when the cost of complying with the requirements is likely
to exceed the resulting benefit to users of financial statements. IFRS 1 generally requires
retrospective application of IFRS statements on first-time adoptions, but prohibits such
application in some areas, particularly when retrospective application would require judgments by
management about past conditions after the outcome of
a particular transaction is already known.
Phase 3 Implementation and Reporting
This phase includes formally implementing necessary changes to internal control procedures in order
to comply with IFRS. In this phase the final selection of accounting policies, reconciliation of
financial statement balances as at January 1, 2010 to IFRS, and ultimately the preparation of
financial statements and related disclosures required under IFRS as at and for the year ended
December 31, 2011.
Progress to Date
Management is currently in the process of completing the scoping and planning phase. A detailed
diagnostic is currently underway to determine key areas of focus and impact. No decisions have been
made to date regarding accounting policy selection. Management expects to complete planning as well
as a detailed diagnostic by the end of 2009. This will include a narrative disclosure of the
anticipated impacts of IFRS implementation on various financial statement balances.
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 September 30, 2009.
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 September 30, 2009 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 November **, 2009:
Common Shares | ||||
-issued & outstanding
|
10,883,452 | |||
Preferred Shares - -issued & outstanding |
604,724 |
|||
Subsequent Events
None
Further Information
Additional information about the Company is available at the Canadian disclosure website
www.sedar.ca
Form 52-109FV2
Certification of interim filings venture issuer basic certificate
I, Martin Schultz, Secretary and Acting Chief Executive Officer of Widescope Resources Inc. (the Issuer), certify the following:
1. | Review: I have reviewed the interim financial statements and interim MD&A (together, the interim filings) of the Issuer for the interim period ended September 30, 2009. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, 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. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, 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 of and for the periods presented in the interim filings. |
Date: November 3, 2009
Signed
Martin Schultz
Secretary and Acting Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process 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. |
The issuers certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Form 52-109FV2
Certification of interim filings venture issuer basic certificate
I, Edward D. Ford, Vice President, Finance of Widescope Resources Inc. (the Issuer), certify the following:
1. | Review: I have reviewed the interim financial statements and interim MD&A (together, the interim filings) of the Issuer for the interim period ended September 30, 2009. |
2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, 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. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, 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 of and for the periods presented in the interim filings. |
Date: November 3, 2009
Signed
Edward D. Ford
Vice President, Finance
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
ii) | a process 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. |
The issuers certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.