Item 1. Description of Business 4
Item 2.
Item 2. Description of Property 10
Item 3.
Item 3. Legal Proceedings 10
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.
PART II
Item 5.
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities. Market Information
Our common stock is presently listed on the OTC Bulletin Board under the symbol “URHN”. Prior to our name change to Uranium Hunter Corporation which occurred on February 14, 2007, we were listed under the symbol “BVLL” since July 26, 2006. Prior thereto, we were listed under the symbol “BWVL”. Our common stock has been listed on the OTC Bulletin Board since January 2006. Prior to February 14,
2007, there was no active trading in our common stock. The following table sets forth the range of high and low bid prices per share of the common stock for each of the quarters identified below as reported by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.
July 1, 2009 to Sept. 30, 2009
Holders
$0.55
$0.031
As of September 30, 2010, there were approximately 18 stockholders of record of the Company’s Common Stock. This does not reflect persons or entities that hold their stock in nominee or “street name”.
Dividends
The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors. The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors.
Recent Sales of Unregistered Securities
During the fiscal year ended September 30, 2010 there were 15,141,100 shares of common stock issued for services rendered. The subscriptions were received in reliance upon the exemption provided by Regulation S promulgated under the Securities Act of 1933, as amended.
Equity Compensation Plan Information
As of September 30, 2010, there was no equity compensation plan in the Company.
Item 6.
Item 6. Management’s Discussion and Analysis or Plan of Operation
The following discussion should be read in conjunction with the audited consolidated financial statements and the notes thereto appearing elsewhere in this report and is qualified in its entirety by the foregoing.
Overview
Uranium Hunter Corporation, a Nevada corporation (referred to herein as the “Company”, “we”, “us” and “our”) was incorporated on September 4, 2003 under the name Brownsville Company in order to operate a boat launch, parking lot, marina and convenience store. We operated such business until November 16, 2006 on which date it was sold to Fraser River Metals Depot Inc.
Subsequent to the fiscal year ended September 30, 2006, and in October 2006, we were granted the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania. The Gambaro Resources Property, which is held under the terms of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of uranium. All of the plans in connection with the above properties have been abandoned for lack of funding.
On February 14, 2007, pursuant to a Certificate of Amendment to our Articles of Incorporation filed with the State of Nevada, we changed the name of the corporation from “Brownsville Company” to “Uranium Hunter Corporation”.
On June 26, 2007, we were granted the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the “NPK Property”). This venture has been abandoned.
On October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the “Karoo” Project which contains approximately 8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania. See “The Karoo Project” below.
Our Mining Properties
The Gambaro Property
On October 13, 2006, we entered into an Option Agreement (the “Trimark Agreement”) with Trimark Explorations Ltd. and its wholly- owned subsidiary, Gambaro Resources Limited (together referred to herein as “Trimark”), whereby Trimark granted us the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania (the “Gambaro Property”). The Gambaro Property consists of approximately 170 square kilometers in the southwestern part of Tanzania which is located on the East Coast of Africa. The Gambaro Property, which is held under the terms of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of Uranium. Under the terms of the Trimark Agreement, Trimark has granted us the sole and exclusive option to acquire up to a 100% undivided interest in and to the Gambaro Property, by making the following cash payments totaling $100,000 over a three year period: (i) $25,000 within 45 days of signing the Trimark Agreement;
(ii) an additional $35,000 within two years of signing of the Trimark Agreement; and (iii) an additional $40,000 within three years of signing of the Trimark Agreement.
Pursuant to the Trimark Agreement, we must also complete the following cumulative exploration expenditures on the Property totaling
$1,000,000 over a 36 month period: (i) $100,000 in cumulative exploration expenditure within the first 12 months after signing the Trimark Agreement; (ii) $500,000 in cumulative exploration expenditures within 24 months of signing of the Trimark Agreement; and (iii) $1,000,000 in cumulative exploration expenditures within 36 months of signing of the Trimark Agreement. If 36 months after the date of the Trimark Agreement, we have not completed exploration expenses of $1,000,000, we may still earn our 100% interest in the Gambaro Property if we issue in favor of Trimark payments totaling up to 1,000,000 of our shares of common stock or cash of up to $1,000,000 at our sole option less the cumulative exploration expenditures already paid and/or met on the Gambaro Property. The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period, provided, however, that the shares shall not be valued at less than $1.00 per share. In the event such shares are valued at less than $1.00, we may still execute this buyout using cash.
The Trimark Agreement further provides that we will act as operator during the earn-in phase of the Trimark Agreement and will be entitled to charge a management fee of 15% on all property exploration expenditures and related head office overhead paid solely out of cumulative exploration expenditures provided by us and from revenues from the operation of the Gambaro Property pursuant to the terms of the Trimark Agreement. Once we have earned our 100% interest in the Gambaro Property, Trimark shall be entitled to a 2% net smelter royalty which shall be reduced to 1% at our sole option upon payment to Trimark of $1,000,000. The Trimark Agreement provides that a management committee consisting of two representatives of each company shall be formed pursuant to which we shall be responsible for the proposal of exploration programs to the management committee and for funding in full any and all exploration programs approved by the management committee in advance of the commencement of exploration.
We may terminate the Trimark Agreement at any time by giving written notice to Trimark of the termination of the Trimark Agreement and such termination shall be effective on the 15 th day after such notice is sent to Trimark. In addition, if we fail to make any payment under the Trimark Agreement or fails to do anything on or before the last day provided for such payment or performance under the Trimark Agreement (in each or either case referred to as a “default”), Trimark may terminate the Trimark Agreement but only if: (i) Trimark has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance. Should we fail to comply with the foregoing, Trimark may thereafter terminate the Trimark Agreement by notice to us. Upon such termination, we forfeit any and all interest in the Gambaro Property and shall cease to be liable to Trimark.
We are currently in default of certain payment obligations pursuant to the Trimark Agreement and have now abandoned this project.
The NPK Property
On June 26, 2007, we entered into an Option Agreement (the “NPK Agreement”) with NPK Resources Ltd. (“NPK”), whereby NPK granted us the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the “NPK Property”).
Under the terms of the NPK Agreement, NPK has granted us the sole and exclusive option to acquire up to a 75% undivided interest in and to the NPK Property by making a cash payment to NPK of $25,000 US within five days of signing the NPK Agreement. We paid $15,000 during the quarter ended June 30, 2007 and paid the balance of $10,000 in July 2007. We shall also be responsible for making all necessary property payments and taxes to keep the NPK Property in good standing. We shall maintain its 75% interest in the NPK Property after we pay the $25,000 as described above by completing the following cumulative exploration expenditures on the NPK Property totaling $150,000 US over a 36 month period: (i) $50,000 in cumulative exploration expenditure within the first 12 months after signing the NPK Agreement; (ii)
$100,00 in cumulative exploration expenditures within 24 months of signing of the NPK Agreement; and (iii) $150,000 in cumulative exploration expenditures within 36 months of signing of the NPK Agreement. If 36 months after the date of the NPK Agreement, we have not
completed exploration expenses of $150,000, we may still maintain its 75% interest in the NPK Property if we issue in favor of NPK payments
totaling up to $150,000 in shares of common stock of the Company or cash of up to $150,000 US at our sole option less the cumulative exploration expenditures already paid and/or met on the NPK Property. The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period as described herein provided, however, that the shares shall not be valued at less than $1.00 per share.
Once we have vested and maintained our 75% interest in the project (i.e. by spending $150,000 on the project within three years), the parties shall enter into a joint venture agreement and shall share proportionally in all exploration costs and payments subject to standard dilution terms.
In addition, once we have earned its 75% interest in the NPK Property, for a one year period from date of earn in, NPK shall be entitled to convert its 25% ownership of the NPK Property into common stock of the Company at the fair market value for NPK’s 25% ownership of the NPK Property. The fair market value of the NPK Property shall be determined by the parties and if they cannot agree, shall be determined by three experts. Should NPK convert its 25% ownership into shares of common stock of the Company, then we shall own 100% of the NPK Property. The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the election period, provided, however, that the shares shall not be valued at less than $1.00 per share.
We may terminate the NPK Agreement at any time by giving written notice to NPK of the termination of the NPK Agreement. If we fail to make any payment (optional, discretionary or otherwise) or fail to do anything on or before the last day provided for such payment or performance under the NPK Agreement, NPK may terminate the NPK Agreement but only if: (i) NPK has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance. Should we fail to comply with the foregoing,
NPK may thereafter terminate the NPK Agreement by notice to the Company. Upon the termination of the NPK Agreement, we shall forfeit any and all interest in the NPK Property and shall cease to be liable to NPK. This venture has been abandoned.
The Karoo Project
Subsequent to the fiscal year ended September 30, 2007, and on October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the “Karoo” Project which contains approximately 8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania (the “Karoo Property”). In fiscal 2008, Management decided not to pursue any further interest in this property.
Results of Operations
We are now an exploration stage mining company and have not realized any revenues from such operations. We were incorporated in
September 2003 in order to operate a boat launch, parking lot, marina and convenience store. We operated such business until November 16,
2006 on which date it was sold to Fraser River Metals Depot Inc. Prior year figures have been reclassified in the balance sheet, income statement and the statement cash flows to reflect the operations of the boat launch and convenience store business as discontinued operations.
Our financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. There are certain conditions prevailing which cast substantial doubt as to the validity of using the going concern assumption.
Total operating expenses were $18,691 for the year ended September 30, 2010 compared to $223,690 for the year ended September 30, 2009. Such decrease in the current year compared to the prior year was primarily due a decrease in project expenses, as result of the abandonment of all mining projects.. Cumulatively since inception of exploration, we had total operating expenses of $1,173,143. General and administrative expenses were $18,691 and project expenses were $nil for the year ended September 30, 2010 compared to general and administrative expenses which were $158,690 and project expenses were $65,000 for the year ended September 30, 2009. Cumulatively since inception of exploration, general and administrative expenses were $847,280 and project expenses were $324,446.
For the year ended September 30, 2010, we had a net loss of $18,691 compared to a net loss of $59,626 for the year ended September 30, 2009.
.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B.
Significant Accounting Policies
Our discussion and analysis of the Company’s financial condition and results of operations are based upon our financial statements which have been prepared in conformity with U.S. generally accepted accounting principles. Our significant accounting policies are described in Note 3 to the financial statements included elsewhere herein. The application of our critical accounting policies is particularly important to the portrayal of our financial position and results of operations. These critical accounting policies require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of the consolidated financial statements.
Mineral rights - We are an exploration stage mining company and have not yet realized any revenue from our operations. We are primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property payments are capitalized only if we are able to allocate any economic value beyond proven and probable reserves. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized. For the purpose of preparing financial information, we are unable to allocate any economic value beyond proven and probable reserves and hence all property payments are considered to be impaired and accordingly written off to project expense. All costs associated with a property that has the potential to add to our proven and probable reserves are expensed until a final feasibility study demonstrating the existence of proven and probable reserves is completed. No costs have been capitalized in the periods covered by the financial statements included with this report. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.
Mineral property acquisition costs will also be capitalized in accordance with the FASB Emerging Issues Task Force (“EITF”) Issue 04-
2 when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and that adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property payments are expensed as incurred if the criteria for capitalization is not met.
To date, mineral property exploration costs have been expensed as incurred. As of the date of the financial statements included with this report, we have incurred only property payments and exploration costs which have been expensed. To date, we have not established any proven or probable reserves on our mineral properties.
Revenue recognition - Revenue is recognized when the metals are extracted, processed and sold. We will record revenues from the sale of uranium or other metals when delivery to the customer has occurred, collectability is reasonably assured and title has transferred.
Stock-Based Compensation - All awards granted to employees and non-employees after June 30, 2005 are valued at fair value in accordance with the provisions of SFAS 123 (R) by using the Black-Scholes option pricing model and recognized on a straight line basis over the service periods of each award. We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services”. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF No. 96-18. As of September 30, 2010, there were no compensation awards outstanding.
Recent Accounting Pronouncements
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
Item 7.
Item 7. Financial Statements.
See the Financial Statements annexed to this report.
Item 8.
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 8A(T). Controls and Procedures.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2010, these disclosure controls and procedures were
not
effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.
Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.
Inherent in small business is the pervasive problem of segregation of duties. Given that the Company has a small accounting department, segregation of duties cannot be completely accomplished at this stage in the corporate lifecycle. Management has added compensating controls to effectively reduce and minimize the risk of a material misstatement in the Company’s annual or interim financial statements.
Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was
not
effective as of September 30, 2010..
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
PART III
Item 9.
Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act.
Set forth below are brief accounts of the business experience during the past five years of each director and executive officer of the Company and each significant employee of the Company.
Reno Calabrigo has been the Company’s President, Chief Executive Officer, Secretary and Treasurer since March 2009, and a director since March 2009. He is varied experience in real estate and public companies gained over the years.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more
than ten percent of the Company’s Common stock, to file with the Securities and Exchange Commission initial reports of ownership
and reports of changes of ownership of Common stock of the Company. Officers, directors and greater than ten percent stockholders
are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of such forms received by it, or written representations from certain of such persons,
the Company believes that, with respect to the year ended September 30, 2009, all Section 16(a) filing requirements applicable
to its officers directors and greater than 10% beneficial owners were complied with.
Code of Ethics
The Board of Directors has adopted a Code of Ethics applicable to its senior financial officers, employees and principal executive officers,
which is designed to serve as the basis for managing the Company’s business, for meeting the Company’s duties to its stockholders, and
for maintaining compliance with financial reporting requirements. A copy of the Code of Ethics has been filed with will be provided
to any person without charge upon written request to the Company at its executive offices, First Canadian Place, 100 King Street West,
Suite 5700, Toronto, Ontario, Canada M5X 1K7.
Item 10.
Item 10. Executive Compensation.
There is no executive compensation for the year ended September 30, 2010.
Item 11.
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth, as of September 30, 2010, certain information with regard to the record and beneficial ownership of the Company’s Common stock by (i) each stockholder owning of record or beneficially 5% or more of the Company’s Common stock, (ii) each director of the Company, (iii) the Company’s Chief Executive Officer and other executive officers, if any, of the Company whose annual base salary and bonus compensation was in excess of $100,000 (the “named executive officers”), and (iv) all executive officers and directors of the Company as a group:
Item 12.
Item 12. Certain Relationships and Related Transactions, and Director Independence.
None
* Filed herewith.
(1) Filed as an exhibit to the Company’s Registration Statement on Form SB-2, filed on February 11, 2005, and incorporated by reference herein.
(2) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 3, 2007, and incorporated by reference herein. (3) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 26, 2006, and incorporated by reference herein.
(4) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on February 15, 2007, and incorporated by reference herein. (5) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 27, 2006, and incorporated by reference herein.
(6) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 16, 2006, and incorporated by reference herein.
(7) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on November 17, 2006, and incorporated by reference herein. (8) Filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 2, 2007, and incorporated by reference herein.
Item 14.
Item 14. Principal Accountant Fees and Services.
The following is a summary of the fees billed to us by the principal accountants to the Company for professional services rendered for the fiscal years ended September 30, 2010 and September 30, 2009:
interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.
Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.
Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.
All Other Fees. Consists of fees for product and services other than the services reported above.
Pre-Approval Policies and Procedures
Prior to engaging its accountants to perform a particular service, the Company’s Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
URANIUM HUNTER CORPORATION
(Registrant)
By: /s/ Reno Calabrigo
Reno Calabrigo,
President and Chief Executive Officer
Dated: July 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:
Signature Title Date
/s/ Reno Calabrigo
President and Chief Executive Officer
July 2016
Reno Calabrigo
(Principal Executive Officer)
URANIUM HUNTER CORPORATION (FORMERLY BROWNSVILLE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2010 AND
,
(Amounts expressed in US Dollars)
CONTENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2010 and
,
2009
Consolidated Statements of Operations and Comprehensive loss for years ended September 30, 2010 and
Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2009 and 2010.
Consolidated Statements of Cash Flows for the years ended September 30, 2010 and 2009
.
Notes to Consolidated Financial Statements
- F- 1 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Uranium Hunter Corporation
We have audited the accompanying consolidated balance sheets of Uranium Hunter Corporation (formerly Brownsville Company), (an Exploration Stage Company) as of September 30, 2010 and 2009 and the related consolidated statements of operations and comprehensive loss, cash flows and stockholders’ equity (deficiency) for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uranium Hunter Corporation (formerly Brownsville Company) as at September 30, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in conformity with United States generally accepted accounting principles.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal controls over financial reporting. Accordingly, we express no such opinion.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company is an exploration stage mining company and has no established source of revenues. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plan regarding these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ Thayer O’Neal Company, LLC
Thayer O’Neal Company, LLC
July 22, 2016
- F- 2 -
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
URANIUM HUNTER CORPORATION.
Notes to Consolidated Financial Statements
September 30, 2010
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
Uranium Hunter Corporation (the “Company”) was incorporated in the State of Nevada on September 4, 2003. The Company was originally incorporated under the name Brownsville Company and changed its name to Uranium Hunter Corporation on February 1, 2007.
The consolidated financial statements include the accounts of Uranium Hunter Corporation (the “Company”) and its wholly owned subsidiary Uranium Hunter Corporation (Ontario) (Formerly Brownsville Exploration Inc.) in Canada (“BEI”). All material inter- company accounts and transactions have been eliminated.
The Company’s fiscal year end is September 30.
Basis of Presentation - Exploration Stage Mining Company:
The Company has not earned any revenues from limited principal operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). ASU 2014-10 suspended the requirements that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception. As such, these disclosures are omitted from these reports.
Basis of Accounting:
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. In the opinion of management, these financials include all necessary adjustments to make them not misleading.
Cash and Cash Equivalents:
The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.
URANIUM HUNTER CORPORATION.
Notes to Consolidated Financial Statements
September 30, 2010
Use of Estimates:
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.
1.
Net Loss Per Share:
Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period.
2.
Other Comprehensive Income:
The Company has no material components of other comprehensive income (loss), and accordingly, net income(loss) is equal to comprehensive loss in all periods.
Fair Value of Financial Instruments:
The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable , and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
URANIUM HUNTER CORPORATION.
Notes to Consolidated Financial Statements
September 30, 2010
Foreign Exchange Translation:
The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate.
Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.
Stock-Based Compensation
ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity - Based Payments to Non- Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or
(b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
There were share-based expenses for the year ended September 30, 2010 of $18,691.
URANIUM HUNTER CORPORATION.
Notes to Consolidated Financial Statements
September 30, 2010
Note 2 - Federal Income Taxes:
The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes.
The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”). “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.
Deferred tax assets
Net operating loss carry-forwards
$ 977,724
Valuation allowance
(977,724)
Net deferred tax assets
$ 0
At September 30, 2010, the Company had net operating loss carry forwards of approximately $977,724 for federal income tax purposes. These carry forwards if not utilized to offset taxable income will begin to expire in 2024.
Note 3 - Going Concern
The Company’s financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company has earned limited revenue from operations in the current year ended September 30, 2010. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and ultimately to achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital to revitalize the Company.
Note 4 - Capital Stock Transactions:
During the year ended September 30, 2010, the Company issued 18,691,100 common stock for services rendered totaling $18,691
URANIUM HUNTER CORPORATION.
Notes to Consolidated Financial Statements
September 30, 2010
Note 5 - Financial Accounting Developments:
Recently Issued Accounting Pronouncements
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
Note 6 - Subsequent Events
Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.
Note 7 - Commitments and Contingencies
On October 13, 2006 the Company entered into an Option Agreement with Trimark Explorations Ltd. (Trimark) and its wholly owned subsidiary, whereby Trimark granted the Company, 100% undivided right, title and interest in and to the property located in Njombe and Songea districts in the Republic of Tanzania, for $100,000 payable over three years. In addition, the Company must conduct exploration on the property of $1,000,000 over a three year time frame. If the exploration expenses are not incurred, the Company may still earn 100% interest by issuing 1,000,000 common shares, at not less than $1.00 per share, to Trimark or pay cash of up to $1,000,000. As of September 30, 2008 the Company had paid $25,000 to Trimark and this payment had been expensed as project expense. The Company was required to make the second payment relating to the acquisition cost of $100,000 prior to October 13, 2008 for which the Company is in default. The Company is now considering abandoning the property.
On June 26, 2007, Uranium Hunter Corporation (the "Company") entered into an Option Agreement (the "NPK Agreement") with NPK Resources Ltd. ("NPK"), whereby NPK granted the Company the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the "NPK Property").
URANIUM HUNTER CORPORATION.
Notes to Consolidated Financial Statements
September 30, 2010
Note 7 - Commitments and Contingencies
Under the terms of the NPK Agreement, NPK has granted the Company the sole and exclusive option to acquire up to a 75% undivided interest in and to the NPK Property by making a cash payment to NPK of $25,000 US within five days of signing the NPK Agreement. The Company paid $15,000 during the quarter ended June 2007 and paid the balance of $10,000 in July 2007. This entire payment of $25,000 is being expensed as project expense. The Company shall also be responsible for making all necessary property payments and taxes to keep the NPK Property in good standing. The Company shall maintain its 75% interest in the NPK Property after it pays the $25,000 as described above by completing the following cumulative exploration expenditures on the NPK Property totaling $150,000 US over a 36 month period: (i) $50,000 in cumulative exploration expenditure within the first 12 months after signing the NPK Agreement; (ii) $100,000 in cumulative exploration expenditures within 24 months of signing of the NPK Agreement; and (iii) $150,000 in cumulative exploration expenditures within 36 months of signing of the NPK Agreement. If 36 months after the date of the NPK Agreement, the Company has not completed exploration expenses of $150,000, the Company may still maintain its 75% interest in the NPK Property if the Company issues in favor of NPK payments totaling up to $150,000 in shares of common stock of the Company or cash of up to $150,000 US at the Company's sole option less the cumulative exploration expenditures already paid and/or met on the NPK Property. The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period as described herein provided, however, that the shares shall not be valued at less than $1.00 per share.
Once the Company has vested and maintained its 75% interest in the project (i.e. by spending $150,000 on the project within three years), the parties shall enter into a joint venture agreement and shall share proportionally in all exploration costs and payments subject to standard dilution terms.
In addition, once the Company has earned its 75% interest in the NPK Property, for a one year period from date of earn in, NPK shall be entitled to convert its 25% ownership of the NPK Property into common stock of the Company at the fair market value for NPK's 25% ownership of the NPK Property. The fair market value of the NPK Property shall be determined by the parties and if they cannot agree, shall be determined by three experts. Should NPK convert its 25% ownership into shares of common stock of the Company, then the Company shall own 100% of the NPK Property. The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the election period, provided, however, that the shares shall not be valued at less than $1.00 per share. This project has been abandoned.
URANIUM HUNTER CORPORATION.
Notes to Consolidated Financial Statements
September 30, 2010
Note 7 - Commitments and Contingencies
The Company may terminate the NPK Agreement at any time by giving written notice to NPK of the termination of the NPK Agreement. If the Company fails to make any payment (optional, discretionary or otherwise) or fails to do anything on or before the last day provided for such payment or performance under the NPK Agreement, NPK may terminate the NPK Agreement but only if:
(i) NPK has first given the Company written notice of the default containing particulars of the payment which the Company has not made or the act which the Company has not performed; and (ii) the Company has not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance. Should the Company fail to comply with the foregoing, NPK may thereafter terminate the NPK Agreement by notice to the Company.
Upon the termination of the NPK Agreement, the Company shall forfeit any and all interest in the NPK Property and shall cease to be liable to NPK. This agreement was terminated.
Effective as of May 23, 2008 the Company entered into a consulting agreement with Ghaith Qamheiah, pursuant to which Mr. Qamheiah was retained as the Company's President, Chief Executive Officer, Secretary and Treasurer. The consulting agreement has a three-year term and can be terminated by either party by giving a 30 days written notice. Pursuant to the agreement, Mr. Qamheiah will receive a monthly consulting fee of $7,517 (CDN$8,000). d) Effective September 10, 2008 the Company executed an agreement with a consultant for providing corporate information and investor relation services. The term of this agreement is for three months and the Company is obligated to pay the consultant $5,000 per month. On November 5, 2008, the Company terminated the contract due to non performance.
CERTIFICATION
Exhibit 31.1
I, Reno Calabrigo, certify that:
1. I have reviewed this annual report on Form 10-KSB of Uranium Hunter Corporation;
2. Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the small business issuer’s internal control over financial reporting; and
5. The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
Dated: July 2016 By: /s/ Reno Calabrigo
Reno Calabrigo,
President and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Uranium Hunter Corporation (the “Company”) on Form 10-KSB for the year ended September 30, 2010, as filed with the Securities and Exchange Commission (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of the undersigned’s knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: July 2016 By: /s/ Reno Calabrigo
Reno Calabrigo,
President and Chief Executive Officer
(Principal Executive Officer)