Washington, D.C. 20549
FORM 10-Q/A
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 30, 2013
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ________________
Commission File Number: 001-34911
Rockford Minerals Inc.
(Exact name of registrant as specified in its charter)
Nevada | None | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
369 Shuter Street
Toronto, Ontario M5A 1X2, Canada
(Address of principal executive offices)
Registrant’s telephone number, including area code: (416) 937-3266
.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting Company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 12,264,146 shares of common stock at June 19, 2013.
Explanatory Note
This amendment to the Form 10-Q quarterly report of Rockford Minerals, Inc. for the three month period ended April 30, 2013, is being filed to provide the XBRL filing that was not concurrently filed with Form 10-Q quarterly report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
June 21, 2013
ROCKFORD MINERALS INC. | ||
By: | /s/ Gregory J. Neely | |
Gregory J. Neely, Director, President, Secretary, Treasurer, chief financial officer and principal accounting officer |
GOING CONCERN (Details Textual) (USD $)
|
0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 66 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2007
|
Apr. 30, 2013
|
Apr. 30, 2012
|
Apr. 30, 2013
|
Apr. 30, 2012
|
Oct. 31, 2012
|
Oct. 31, 2011
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Oct. 31, 2010
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Oct. 31, 2009
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Oct. 31, 2008
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Apr. 30, 2013
|
|
Net Loss | $ (1,340) | $ (15,824) | $ (18,581) | $ (38,139) | $ (39,952) | $ (68,566) | $ (62,275) | $ (41,541) | $ (24,694) | $ (22,879) | $ (259,434) |
Net Cash Used In Operating Activities | (26,969) | (22,683) | (180,824) | ||||||||
Total Stockholders' Deficiency | $ 0 | $ (38,214) | $ (38,214) | $ (36,772) | $ (58,775) | $ (3,417) | $ 16,884 | $ (10,639) | $ (38,214) |
Condensed Statements of Operations (USD $)
|
3 Months Ended | 6 Months Ended | 66 Months Ended | ||
---|---|---|---|---|---|
Apr. 30, 2013
|
Apr. 30, 2012
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Apr. 30, 2013
|
Apr. 30, 2012
|
Apr. 30, 2013
|
|
Operating Expenses | |||||
Mining development rights | $ 0 | $ 0 | $ 0 | $ 0 | $ 15,297 |
Professional fees | 12,390 | 12,880 | 26,556 | 27,526 | 165,900 |
General and administrative | 3,124 | 4,975 | 11,121 | 11,098 | 72,159 |
Total Operating Expenses | 15,514 | 17,855 | 37,677 | 38,624 | 253,356 |
Loss from Operations | (15,514) | (17,855) | (37,677) | (38,624) | (253,356) |
Other Expense | |||||
Interest Expense | (310) | (726) | (462) | (1,328) | (5,824) |
Loss on Exchange | 0 | 0 | 0 | 0 | (254) |
Total Other Expenses | (310) | (726) | (462) | (1,328) | (6,078) |
Loss from Operations Before Provision for Income Taxes | (15,824) | (18,581) | (38,139) | (39,952) | (259,434) |
Provision for Income Taxes | 0 | 0 | 0 | 0 | 0 |
Net Loss | $ (15,824) | $ (18,581) | $ (38,139) | $ (39,952) | $ (259,434) |
Net Loss Per Share - Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 | |
Weighted average number of shares outstanding during the period - Basic and Diluted | 11,962,056 | 10,146,883 | 11,865,533 | 10,114,423 |
NOTES PAYABLE - SHAREHOLDER
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6 Months Ended | |||
---|---|---|---|---|
Apr. 30, 2013
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Other Debt Disclosure [Abstract] | ||||
NOTES PAYABLE - STOCKHOLDER |
During the six months ended April 30, 2013, the CFO loaned an additional $11,202 to the Company to pay Company expenses and was repaid $203. The note is non-interest bearing, unsecured and due on demand. On April 15, 2013, the principal stockholder, who is also the CEO, converted $18,665 of loans payable, which included all the amounts due to him under previous loan agreements, into 331,800 shares of common stock at $0.05 per share. As of April 30, 2013, the CFO was owed $0 from the Company (See Notes 4 and 6).
For the six months ended April 30, 2013, the company recorded $462 of imputed interest related to Stockholder loans and notes payable as an in-kind contribution (See Notes 5 and 6).
During the year ended October 31, 2012, the CFO loaned an additional $22,481 to the Company to pay Company expenses. The loan is non-interest bearing, unsecured and due on demand. On September 26, 2012 the principal stockholder converted $49,979, of the note payable owed, into 995,580 shares of common stock at $0.05 per share. As of October 31, 2012 the principal stockholder was owed $7,375 from the Company (See Note 6).
For the year ended October 31, 2012, the Company recorded $3,212 of imputed interest related to stockholder loans and notes payable as an in-kind contribution (See Notes 5 and 6).
For the year ended October 31, 2011, the CFO paid $34,874 of expenses on behalf of the Company. Pursuant to the terms of the note agreements, the amount is non-interest bearing, unsecured and due on demand (See Note 6).
For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to stockholder loans and notes payable as an in-kind contribution (See Notes 5 and 6).
For the year ended October 31, 2009, the CEO loaned $6,500 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 6).
For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to stockholder loans payable as an in-kind contribution (See Notes 5 and 6).
For the year ended October 31, 2008, the CEO loaned $18,503 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 6).
For the year ended October 31, 2009, the CEO was repaid $25,500 by the Company which included $497 of interest (See Note 6). |
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NOTES PAYABLE - SHAREHOLDER (Details Textual) (USD $)
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0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 66 Months Ended | 12 Months Ended | ||||
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Apr. 15, 2013
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Sep. 26, 2012
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Apr. 30, 2013
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Apr. 30, 2013
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Apr. 30, 2012
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Oct. 31, 2012
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Oct. 31, 2011
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Oct. 31, 2009
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Apr. 30, 2013
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Oct. 31, 2009
Chief Executive Officer [Member]
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Oct. 31, 2008
Chief Executive Officer [Member]
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Proceeds from notes payable - shareholder | $ 11,202 | $ 8,093 | $ 22,481 | $ 34,874 | $ 93,560 | ||||||
Shares issued to principal shareholder in exchange for note payable | 18,665 | 49,979 | 18,665 | 49,979 | |||||||
Shares issued to principal shareholder in exchange for note payable (in shares) | 331,800 | 995,580 | 331,800 | ||||||||
Equity Issuance, Per Share Amount | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | |||||||
Notes payable - shareholder | 0 | 0 | 7,375 | 0 | 6,500 | 18,503 | |||||
Cash paid for interest | 0 | 0 | 497 | 497 | |||||||
In-kind contribution of interest | 462 | 1,328 | 3,212 | 677 | 977 | 5,329 | |||||
Repayments Of Other Debt | $ (203) | $ 0 | $ (25,206) | $ (25,500) |
Condensed Statement of Changes in Stockholders' Equity/(Deficiency) (Parenthetical) (USD $)
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6 Months Ended | 12 Months Ended | ||||
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Apr. 30, 2013
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Oct. 31, 2012
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Oct. 31, 2011
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Oct. 31, 2010
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Oct. 31, 2009
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Oct. 31, 2008
|
|
Common stock issued, per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.015 | $ 0.015 | $ 0.001 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
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6 Months Ended | |||||||||||||||||||||||||||||||||
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Apr. 30, 2013
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION |
Rockford Minerals, Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on October 29, 2007. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during the exploration stage include developing the business plan and raising capital.
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates.
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
Cash includes deposits at foreign financial institutions which are not covered by FDIC. As of April 30, 2013 and October 31, 2012, the Company held $447 and $1,447, respectively, of US funds in a Canadian bank.
In accordance with FASB Accounting Standards Codification No. 930, Extractive Activities – Mining, costs of acquiring mining properties are capitalized when proven and probable reserves exist and the property is a commercially mineable property. If the criteria are not met for capitalization, the costs of acquiring mining properties are expensed as incurred. Mining exploration costs are also expensed as incurred. When it has been determined that a mineral property can be commercially developed, mining development costs incurred either to develop new gold, silver, lead or copper deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of the carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain.
Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain. The Company currently does not have any capitalized mining costs and all mining costs have been expensed.
Basic income per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings Per Share. As of April 30, 2013 and 2012, there were no common share equivalents outstanding.
The Company accounts for income taxes under the FASB Accounting Standards Codification No. 740, Income Taxes. Under FASB Accounting Standards Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB Accounting Standards Codification No. 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company operates in one segment and therefore segment information is not presented.
The carrying amounts of the Company’s financial instruments including accounts payable, notes payable- stockholder, and stockholder loans approximate fair value due to the relatively short period to maturity for these instruments.
Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net loss or cash flows.
In February 2013, FASB issued Accounting Standards Update 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). This guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This stipulates that (1) it will include the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and (2) any additional amount the entity expects to pay on behalf of the other entities. The objective of this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The amendments in this update are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.
In February 2013, FASB issued Accounting Standards Update 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information about the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position. |
SHAREHOLDER LOANS
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6 Months Ended | ||
---|---|---|---|
Apr. 30, 2013
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Debt Disclosure [Abstract] | |||
SHAREHOLDER LOANS |
For the six months ended April 30, 2013, a Stockholder loaned an additional $3,250 and was repaid $3,250 to the Company to pay Company expenses. These loans are non-interest bearing, unsecured and due on demand. On April 15, 2013, the principal stockholder converted $18,665, which included the Stockholder loan of $291 and remaining note payable balance outstanding into 331,800 shares of common stock at $0.05 per share. As of April 30, 2013, the principal stockholder was owed $0 from the Company (See Notes 3 and 6).
During the year ended October 31, 2012, the CFO paid an additional $6,111 of expenses on behalf of the company and was reimbursed $9,062. The loans are non-interest bearing, unsecured and due on demand (See Note 6).
For the year ended October 31, 2011, the CFO paid $4,934 of expenses on behalf of the Company and was repaid $1,692 (See Note 6). Pursuant to the terms of the loans, the remaining balance of $3,242 is non interest bearing, unsecured and due on demand. |
GOING CONCERN
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6 Months Ended | |||
---|---|---|---|---|
Apr. 30, 2013
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Going Concern Disclosure [Abstract] | ||||
GOING CONCERN |
As reflected in the accompanying condensed unaudited financial statements, the Company is in the exploration stage with minimal operations, has a net loss of $259,434 since inception and has used cash from operations of $180,824 from inception. In addition, there is a working capital deficiency and stockholders’ deficiency of $38,214 as of April 30, 2013. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |